EXHIBIT 10(aaz)

                                  AGREEMENT OF SALE

                                    by and between

                             OMNI CONGRESS JOINT VENTURE
                                       AS BUYER

                                         and

                  INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                                      AS SELLER

                                  September 5, 1995

                                  TABLE OF CONTENTS

          1.   Purchase and Sale  . . . . . . . . . . . . . . . . . . . . 5

          2.   Consideration  . . . . . . . . . . . . . . . . . . . . . . 6

          3.   Documents and Deliveries at Closing; By Seller . . . . . . 6

          4.   Documents and deliveries at Closing; By Buyer  . . . . . . 8

          5.   New  Leases  . . . . . . . . . . . . . . . . . . . . . . . 9

          6a.  Seller's Documents and Title Commitment to be Made
                 Available  . . . . . . . . . . . . . . . . . . . . . . . 9

          6b.  Delivery of Survey and
                 Estoppel Certificates  . . . . . . . . . . . . . . . .  10

          7.   Closing Expenses . . . . . . . . . . . . . . . . . . . .  10

          8.   Conditions to Obligations of Buyer . . . . . . . . . . .  11

          9.   Conditions to Obligations of Seller  . . . . . . . . . .  12

          10.  Casualty to Property . . . . . . . . . . . . . . . . . .  12

          11.  Condemnation . . . . . . . . . . . . . . . . . . . . . .  14

          12.  Real Estate Broker . . . . . . . . . . . . . . . . . . .  14

          13.  Closing  . . . . . . . . . . . . . . . . . . . . . . . .  15

          14.  Apportionments and Additional Payments . . . . . . . . .  15

          15.  Past Due Rents and Past Due Accounts . . . . . . . . . .  17

          16.  Inspection of the Property . . . . . . . . . . . . . . .  18 

          17a. Covenants of Seller  . . . . . . . . . . . . . . . . . .  20

          17b. Covenants of Buyer . . . . . . . . . . . . . . . . . . .  23

          18a. Seller's Representations and Warranties  . . . . . . . .  23
               (a)  Existing Leases . . . . . . . . . . . . . . . . . .  23
               (b)  Certificate of Occupancy, Law and Ordinances,
                      Condemnation and Zoning . . . . . . . . . . . . .  24
               (c)  Operating Statements  . . . . . . . . . . . . . . .  24
               (d)  Restrictions and Easements  . . . . . . . . . . . .  25
               (e)  Service Contracts . . . . . . . . . . . . . . . . .  25
               (f)  Construction Contracts  . . . . . . . . . . . . . .  25
               (g)  Licenses and Permits  . . . . . . . . . . . . . . .  25
               (h)  Warranties and Guaranties . . . . . . . . . . . . .  26
               (i)  Trade Materials . . . . . . . . . . . . . . . . . .  26
               (j)  Legal Proceedings and Bankruptcy  . . . . . . . . .  26
               (k)  FIRPTA  . . . . . . . . . . . . . . . . . . . . . .  26
               (l)  Authority, Actions of Seller, Authorization
                    and Consents  . . . . . . . . . . . . . . . . . . .  26

          18b. Buyer's Representations and Warranties . . . . . . . . .  27

          19.  Safe Deposit Boxes . . . . . . . . . . . . . . . . . . .  28

          20.  Baggage Inventory  . . . . . . . . . . . . . . . . . . .  29

          21.  Indemnity and Survival . . . . . . . . . . . . . . . . .  30

          22.  Deposit  . . . . . . . . . . . . . . . . . . . . . . . .  30

          23.  Termination, Default and Remedies  . . . . . . . . . . .  30

          24.  Assignment . . . . . . . . . . . . . . . . . . . . . . .  32

          25.  Supplemental Documents . . . . . . . . . . . . . . . . .  32

          26.  Definitions  . . . . . . . . . . . . . . . . . . . . . .  32

          27.  Notices  . . . . . . . . . . . . . . . . . . . . . . . .  35

          28.  Section Headings . . . . . . . . . . . . . . . . . . . .  36

          29.  Entire Contract  . . . . . . . . . . . . . . . . . . . .  36

          30.  Invalid Provisions . . . . . . . . . . . . . . . . . . .  36

          31.  Construction . . . . . . . . . . . . . . . . . . . . . .  36

          32.  Covenant Not to Record . . . . . . . . . . . . . . . . .  37

          33.  Choice of Law  . . . . . . . . . . . . . . . . . . . . .  37

          34.  Binding Effect . . . . . . . . . . . . . . . . . . . . .  37 

          35.  Counterparts and Copies  . . . . . . . . . . . . . . . .  37

          36.  Effective Date . . . . . . . . . . . . . . . . . . . . .  37

                                Exhibits and Schedules

          Exhibit "A"    -    Metes and Bounds Description of Land

          Exhibit "B"    -    Tangible Personal Property

          Exhibit "C-1"  -    Office Leases

          Exhibit "C-2"  -    Residential Leases

          Exhibit "C-3"  -    EntelCom Leases

          Exhibit "D"    -    Permitted Exceptions

          Exhibit "E"    -    Form of Special Warranty Deed

          Exhibit "F"    -    Form of Assignment and Assumption of Leases

          Exhibit "G"    -    Form of Bill of Sale

          Exhibit "H"    -    Form   of   Assignment   and  Assumption   of
                              Contracts and Saint David's Lease

          Exhibit "I"    -    Form of Assignment and Assumption of Licenses
                              and Permits

          Exhibit "J"    -    Form   of   Assignment   and  Assumption   of
                              Warranties and Guaranties

          Exhibit "K-1"  -    Form   of   Notice  Letter   to   Office  and
                              Residential Tenants

          Exhibit "K-2"  -    Form of Notice Letter to Managers

          Exhibit "K-3"  -    Form  of Notice Letter to Saint David's Lease
                              Landlord

          Exhibit "L"    -    Form of Certificate of Corporate Officers and
                              Resolution of Seller

          Exhibit "M"    -    Form of Estoppel Certificate

          Exhibit "N"    -    Description of EntelCom System

          Exhibit "O"    -    Registration    Agreement,    Confidentiality
                              Agreement  -  Principal  and  Confidentiality
                              Agreement - Agent dated June 1, 1995

          Schedule "1"   -    Rent Roll 

          Schedule "2"   -    Matters pertaining to Existing Leases

          Schedule "3"   -    Certificate of Occupancy

          Schedule "4"   -    Schedule of Service Contracts

          Schedule "5"   -    Schedule of Construction Contracts

          Schedule "6"   -    Schedule of Licenses and Permits

          Schedule "7"   -    Schedule of Warranties and Guaranties

          Schedule "8"   -    Schedule of Trade Materials

          Schedule "9"   -    Schedule of Legal Proceedings

          Schedule "10"  -    Schedule   of   Advertising   Contracts   and
                              Contracts for Billboard Space

                                  AGREEMENT OF SALE

               THIS  AGREEMENT OF SALE (this "Agreement") is made as of the
          Effective  Date  (as  defined   in  Section  36  hereof)  between
          INVESTORS LIFE  INSURANCE COMPANY OF NORTH  AMERICA, a Washington
          corporation ("Seller"), and OMNI  CONGRESS JOINT VENTURE, a Texas
          joint venture ("Buyer").

                                      RECITALS:

               1.   Seller owns a certain parcel of real estate situated in
          the City of  Austin, Travis County,  Texas, as more  particularly
          described on Exhibit "A" attached hereto (the "Land").

               2.   The  Land is  improved  with a  multi-use complex  (the
          "Improvements") known  as "Austin Centre",  comprised of:   (a) a
          central  atrium, an office  tower and  ground level  retail space
          with  approximately 343,664  square  feet of  rentable space,  an
          underground parking garage with  approximately 654 parking spaces
          and  common areas located in the atrium (the atrium, office tower
          and retail space, underground parking garage and the common areas
          being  herein called the "Office Center"); (b) a hotel tower with
          approximately 314 rooms commonly known as the "Omni Austin Hotel"
          (the   "Hotel");  (c)   approximately  59,875   square  feet   of
          residential  rentable space  located  in the  air space  directly
          above the  Hotel,  which is  subject to  residential leases  (the
          "Residential  Space"); and  (d) all other  buildings, structures,
          machinery and  improvements located  on the Land,  including, but
          not  limited to,  any and  all, if  any, mechanical,  electrical,
          heating,   air-conditioning,   plumbing,   sprinkler,   lighting,
          ventilating and  cooling system,  together with  their respective
          appurtenant  gas  and  electric  ranges,  refrigerators, engines,
          motors, generators,  pipes, wiring  and other apparatus,  and all
          lighting  fixtures,  doors,  cabinets,  partitions,    elevators,
          electric motors and pumps appurtenant to, and  used in connection 
          with the above described  Office Center, Hotel and/or Residential
          Space.

               3.   Seller  has agreed to sell  and assign, or  cause to be
          sold and assigned, to Buyer, and Buyer has agreed to purchase and
          take from Seller, the Land and the Improvements together with:

               (a)  any and  all of Seller's  right, title and  interest in
          and to all furniture,  furnishings, working supplies and articles
          of personal  property constructed, erected, affixed  to, attached
          to, installed  or placed in  or upon and used  in connection with
          the  occupancy  and operation  of  the  Property (as  hereinafter
          defined), including, but  not limited  to, any and  all, if  any,
          office  furniture  and   equipment,  partitions,  vaults,  safes,
          electrical,  fire prevention and  extinguishing equipment, radio,
          television and public address and amplifying systems,  equipment,
          parts and supplies, chairs, tables, beds, bedsprings, mattresses,
          couches, lamps, waste baskets, desks, silverware, utensils, table
          and  bed linen,  towels, blankets,  dishes, glassware,   mirrors,
          carpets,  rugs and  other floor  coverings,  curtains, draperies,
          pictures,  radio  and television  sets,    stationery and  office
          supplies,  pianos,   and  all musical  instruments, bars  and bar
          equipment, kitchen utensils, and other furniture and  furnishings
          for all lobbies, ballrooms,  dining rooms, bedrooms, guest rooms,
          baths  and other  private and  public rooms,  and  the furniture,
          typewriters,   furnishings,   equipment,  tools,   materials  and
          supplies  in  all   storerooms  and  offices, (collectively,  the
          "Tangible   Personal  Property"),  (a   list  which   sets  forth
          substantially all of such  Tangible Personal Property is attached
          hereto as  Exhibit "B"); provided,  however, that Seller  and its
          affiliated companies  are Tenants  (as hereinafter  defined) and,
          therefore, "Tangible  Personal Property"  does  not include,  and
          Seller is not selling  to Buyer, any personal property  of Seller
          and  its affiliated companies located on the Property that is not
          being  used  primarily  in   connection  with  the  operation  or
          management of  the Property,  including, without  limitation, all
          personal property on the 12th, 13th and 14th floors of the Office
          Center; 

               (b)  any and all  of Seller's right,  title and interest  in
          and to  all leases, rental agreements,  subleases, underleases or
          agreements  with respect to the Property and/or use and occupancy
          thereof, together with  any and all, if any, guaranties, security
          deposits,  or  other  security  for  performance  of  a  tenant's
          obligations  thereunder,  and  all  Amendments   (as  hereinafter
          defined) and/or other agreements forming a part thereof affecting
          or pertaining  to the performance of the transactions or carrying
          on of the business contemplated herein, including but not limited
          to,  the  sale  of alcoholic  beverages  in  or  on the  Property
          (collectively, the "Leases"), including,  but not limited to, (i)
          the  leases set  forth and  described  on Exhibit  "C-1" attached
          hereto  (the  "Office Leases"),  (ii)  the leases  set  forth and
          described  in  Exhibit "C-2"  attached  hereto (the  "Residential
          Leases"), (iii) the room, ballroom, banquet, convention and other 
          types of use and/or rental agreements made in connection with the
          Hotel (the "Hotel Leases"), (iv) the leases and/or use agreements
          to  Tenants  (as hereinafter  defined)  and  the Hotel  for  such
          Tenants'  and  the  Hotel's  use  of   the  EntelCom  System  (as
          hereinafter defined),  which leases and agreements  are listed on
          Exhibit  "C-3" attached  hereto (the  "EntelCom Leases")  and (v)
          that certain lease agreement (which Seller shall cause FIC Realty
          to  assign to  Buyer or  Buyer's designee),  dated September  30,
          1994,  between FIC  Realty  Services, Inc.,  a Texas  corporation
          ("FIC  Realty"), as  lessor, and  Atrium Beverage  Corporation, a
          Texas corporation,  as lessee, covering  the leasing of  space in
          the  Property  to sell  alcoholic  beverages  by Atrium  Beverage
          Corporation (the "Atrium Beverage Lease");

               (c)  any  and all of  Seller's right, title  and interest in
          and to (i)  security deposits and/or  prepaid rentals taken  from
          any  Tenant under  any  Office Lease  or  Residential Lease  (the
          "Security Deposits"),  and (ii)  deposits taken from  any guests,
          groups, conventions  or others, and any other  amounts prepaid in
          connection with services to  be rendered on or after  the Closing
          Date  (as hereinafter defined) now in the possession of Seller or
          Omni Hotel  (as hereinafter  defined) or hereinafter  received by
          Seller  or  Omni  Hotel  in  connection  with  the   running  and
          operations of the Hotel (the "Reservation Deposits");

               (d)  any and  all of Seller's  right, title and  interest in
          and  to any  and  all, if  any,  agreements, and  all  Amendments
          thereof,  for construction  work, materials  or equipment  or for
          architectural  services,  professional  engineering  services  or
          other  services,  which  entitles  the  Person  (as   hereinafter
          defined)  furnishing the same to file a lien against the Property
          and  which has  a  term  expiring  after  the  Closing  Date  (as
          hereinafter  defined) or under  which any amount  remains due and
          owing to  the applicable  Person (collectively the  "Construction
          Contracts");

               (e)  any and all  of Seller's right,  title and interest  in
          and to all contracts  or agreements (other than the  Construction
          Contracts),   and  Amendments  thereof,  for  the  furnishing  of
          management,  maintenance, repairs,  supplies, equipment  or other
          services  to the  Property,  including, but  not limited  to, the
          equipment leases for the EntelCom System (other than the EntelCom
          Leases), which  have  a  term expiring  after  the  Closing  Date
          (collectively,  the  "Service  Contracts"),  including,  but  not
          limited  to,  (i) that  certain  management  agreement (the  "FIC
          Management Agreement") dated September 4, 1991 between Seller and
          FIC  Property  Management,   Inc.,  a  Texas  corporation   ("FIC
          Management"), (ii) that certain  hotel management agreement  (the
          "Omni  Hotel Agreement") dated May 6, 1992 between FIC Realty and
          Omni Hotels Management Corporation, a Delaware corporation ("Omni
          Hotel"),  (which  Seller shall  cause  FIC  Realty  to assign  to
          Buyer),  (iii) that  certain  parking  management agreement  (the
          "Central Parking  Agreement") dated  March 1, 1991  between Texas
          AP,  Inc., Seller's  predecessor  in title,  and Central  Parking 
          System of  Texas, Inc. ("Central Parking") and  (iv) that certain
          management  agreement  (the  "Atrium Beverage  Agreement")  dated
          September 30, 1994  between HCD Austin Corporation,  as agent for
          FIC  Realty   d/b/a  Omni   Austin  Hotel  and   Atrium  Beverage
          Corporation, which  Seller shall cause  FIC Realty  to assign  to
          Buyer  or Buyer's  designee,  (FIC Management,  FIC Realty,  Omni
          Hotel, and Central Parking are hereinafter  collectively referred
          to  as   the  "Managers");   provided,  however,   that  "Service
          Contracts"  do  not  include   the  MCI  Corporate  Service  Plan
          Agreement between Seller  and MCI Telecommunications  Corporation
          ("MCI")  dated on or about  March 31, 1994  (the "MCI Agreement")
          whereby MCI provides long-distance telecommunication  services to
          Seller, its affiliates, Tenants  of the Office Center  and guests
          and  employees  of the  Hotel (Seller  is  prohibited by  the MCI
          Agreement  from disclosing  the financial  provisions of  the MCI
          Agreement to Buyer or any other third party);

               (f)  any  and all of  Seller's right, title  and interest in
          and  to  any  and  all,  if  any,  building  and  other  permits,
          certificates, licenses, franchises, authorizations  and approvals
          granted  by  any  Government  Entity  (as   hereinafter  defined)
          necessary or useful  in connection with  the Property and/or  the
          operation of the Improvements or any part thereof  (the "Licenses
          and Permits"),  excluding all liquor licenses affecting or in use
          in  any part of the  Property, which enable  liquor and alcoholic
          beverages to be  sold and  dispensed in certain  portions of  the
          Property (the "Liquor Licenses"),  but including, but not limited
          to,   that certain License Agreement (herein so called) dated May
          6,  1986, and  recorded  in Volume  9824,  Page 225  of  the Real
          Property Records of Travis County, Texas;

               (g)  all of the outstanding capital stock of Atrium Beverage
          Corporation (the  holder of the Liquor  Licenses) currently owned
          by FIC Realty,  which Seller shall cause to  be assigned to Buyer
          or  Buyer's designee  upon  receipt of  the necessary  regulatory
          approvals on or after the Closing Date;

               (h)  all goodwill  owned by Seller related  to the operation
          of the  Property, including,  without limitation  any and  all of
          Seller's  right, title and interest  in and to  (i) the telephone
          numbers  and listings of the Office Center and/or Hotel, (ii) any
          and  all, if any,  trade names, trademarks,  service marks, logos
          and  all  copyrights  used  exclusively in  connection  with  the
          Property  or   any  portion  thereof,   except  those   belonging
          specifically  to Omni Hotel or its affiliates or any Tenants, and
          (iii)  any and  all, if  any, video  tapes, films,  brochures and
          other advertising and promotion  materials of any kind or  nature
          owned  by Seller and used  in connection with  the advertising of
          the  Property or  any  portion thereof  (collectively the  "Trade
          Materials");

               (i)  all books,  records, Tenant,  guest and  customer lists
          for the  Office Center, Residential  Space and/or Hotel  owned by
          Seller  and  in  possession of  Seller  or  any  of the  Managers 
          together  with  any and  all  files,  reports, surveys,  studies,
          projections, budgets  and strategic plans prepared  for Seller in
          connection solely  with the operation, maintenance  or management
          of  the  Property or  any portion  thereof  and in  possession of
          Seller or any of the Managers (the "Books and Records");

               (j)  any and all  of Seller's right,  title and interest  in
          and  to any and all, if any, architects' and engineers' drawings,
          plans, specifications, models and work product, studies,  surveys
          and   other   materials   developed  in   connection   with   the
          construction,  repair  and maintenance  of  the  Property or  any
          portion thereof owned by  Seller and in the possession  of Seller
          or any of the Managers (the "Plans");

               (k)  any  and all of  Seller's right, title  and interest in
          and to any and  all, if any, unexpired warranties  and guaranties
          and payment and/or performance  bonds provided in connection with
          any work  or services provided under  the Construction Contracts,
          Service   Contracts   or  otherwise   in   connection   with  the
          construction and/or  operation of the Property (collectively, the
          "Warranties and Guaranties");

               (l)  any and  all of Seller's  right, title and  interest in
          and to that  certain parking lease agreement (the  "Saint David's
          Lease"), dated April 1,  1992 between Protestant Episcopal Church
          Council of the Diocese of Texas and St. David's Episcopal Church,
          collectively  as  landlord  (the "Saint  David's  Landlord"), and
          Seller, as tenant, providing for additional parking space for the
          use of the Property; and

               (m)  all meat, fish and poultry inventories  on hand at, and
          other food and non-alcoholic beverage inventories at, and for use
          at, the Property and owned by Seller at 12:01 a.m. on the Closing
          Date (the "Consumables").

               4.   The  Land,  the  Improvements,  the  Tangible  Personal
          Property,  the Leases,  the  Security Deposits,  the  Reservation
          Deposits, the Construction Contracts,  the Service Contracts, the
          Licenses and Permits, the Trade Materials, the Books and Records,
          the Plans, the Warranties and Guaranties, the Saint David's Lease
          and the Consumables are sometimes referred to collectively as the
          "Property".

               NOW  THEREFORE, in  consideration of  the premises,  and for
          other good  and valuable consideration, the  receipt and adequacy
          of which  is hereby  acknowledged,  and intending  to be  legally
          bound hereby, Seller and Buyer covenant and agree as follows:

               1.   Purchase and Sale.  Seller shall,  on the Closing Date,
          sell, grant, convey, assign, transfer and deliver the Property to
          Buyer, and  Buyer  agrees to  purchase,  acquire and  accept  the
          Property  from  Seller subject  to  only  those Encumbrances  (as
          hereinafter defined)  listed on Exhibit "D"  attached hereto (the
          "Permitted Exceptions"); provided, however, nothing  contained in 
          this Section  shall affect  Buyer's  right to  review and  assert
          objections  to the  matters set forth  on Exhibit "D"  and in the
          Title  Commitment   (as  hereinafter  defined)  during   the  Due
          Diligence Review (as hereinafter defined).

               2.   Consideration.   Buyer will  purchase the Property  and
          pay  therefor  the sum  of  Sixty-Two  Million  Six  Hundred  and
          Seventy-Five  Thousand and  No/100 Dollars  ($62,675,000.00) (the
          "Purchase  Price"), in lawful  currency of  the United  States of
          America, as follows:

               (a)  A   Five   Hundred   Thousand   and    No/100   Dollars
          ($500,000.00) earnest money deposit (the "Deposit") in cash, wire
          transfer,  or by cashier's or certified check, to be delivered on
          September  5, 1995 to Heritage Title Company of Austin, Inc. (the
          "Title Company"), as  Escrow Agent, who  shall hold and  disburse
          the  Deposit in accordance with  the provisions of  Section 22 of
          this Agreement.  

               (b)  The Balance (herein so called), in cash or by cashier's
          or  certified check, or by federal funds wire, subject to closing
          apportionment adjustments  as hereinafter  set forth,  payable on
          the Closing Date.

               3.   Documents and Deliveries at Closing; By Seller.  At the
          time and place of Closing  (as hereinafter defined), upon payment
          in full of the Purchase Price and satisfaction  of all of Buyer's
          obligations under this Agreement, Seller shall:

               (a)  Convey  and   deliver  title   to  the  Land   and  the
          Improvements  by  Special Warranty  Deed  (herein  so called)  to
          Buyer, in form  substantially as  that set forth  in Exhibit  "E"
          attached hereto, duly executed and acknowledged by Seller.

               (b)  Assign and  deliver to  Buyer any  and all  of Seller's
          right, title and interest in and to the Leases, together with any
          Security   Deposits,  Reservation   Deposits  and   advances  and
          prepayments paid  by the Tenants  in connection therewith,  by an
          Assignment and Assumption  of Leases (herein so  called), in form
          substantially as that set  forth in Exhibit "F"  attached hereto,
          duly executed and acknowledged by Seller.

               (c)  Assign and  deliver to  Buyer any  and all of  Seller's
          right,  title  and  interest  in and  to  all  Tangible  Personal
          Property, Trade Materials, Books and  Records, the Plans and  the
          Consumables  by  a  Bill of  Sale  (herein  so  called), in  form
          substantially as that set  forth in Exhibit "G" attached  hereto,
          duly executed and acknowledged by Seller.

               (d)  Assign and  deliver to Buyer  any and  all of  Seller's
          right,  title and interest  in and to  the Construction Contracts
          and the  Service Contracts (hereinafter collectively  referred to
          as  the "Contracts") (other than  such of the  Contracts which by
          their own terms have terminated prior to  or at the Closing), and 
          the  Saint David's  Lease  by  an  Assignment and  Assumption  of
          Contracts  and Saint  David's Lease  (herein so called),  in form
          substantially as that  set forth in Exhibit  "H" attached hereto,
          duly executed and acknowledged by Seller.

               (e)  To the  extent assignable, assign and  deliver to Buyer
          any  and all of Seller's right, title  and interest in and to the
          Licenses  and  Permits,  excluding  the Liquor  Licenses,  by  an
          Assignment  and Assumption  of  Licenses and  Permits (herein  so
          called), in form substantially  as that set forth in  Exhibit "I"
          attached hereto, duly executed and acknowledged by Seller.

               (f)  Cause FIC Realty  to assign  and transfer  to Buyer  or
          Buyer's  designee all of the outstanding  capital stock of Atrium
          Beverage Corporation.

               (g)  To the  extent assignable, assign and  deliver to Buyer
          any and all of Seller's  right, title and interest in and  to the
          Warranties  and Guaranties  by  an Assignment  and Assumption  of
          Warranties   and   Guaranties   (herein  so   called),   in  form
          substantially as that  set forth in Exhibit  "J" attached hereto,
          duly executed and acknowledged by Seller.

               (h)  Deliver  to Buyer  Notice  Letters  (herein so  called)
          originally executed  by Seller and individually  addressed to (i)
          each Tenant under an Office  Lease, Residential Lease or EntelCom
          Lease,  in form substantially as that set forth in Exhibit "K-1",
          attached hereto, (ii) each Manager, in form substantially as that
          set  forth in  Exhibit  "K-2"  attached  hereto,  and  (iii)  the
          landlord under the Saint David's  Lease, in form substantially as
          that set forth in Exhibit "K-3" attached hereto.

               (i)  Deliver  to  Buyer  a  certificate   of  the  corporate
          secretary of Seller  attaching to it, inter alia,  a true copy of
          the minutes of the  board of directors of Seller  evidencing then
          currently effective  action by such board,  in form substantially
          as that set forth in Exhibit "L" attached hereto.

               (j)  Deliver  to   Buyer  copies  of  all   ad  valorem  tax
          statements for the Property for the calendar year of the Closing,
          if available and if not previously presented to Buyer.

               (k)  In  respect of the amount  of all Security Deposits and
          Reservations  Deposits and  all other  sums due  Buyer under  the
          apportionments described  in Section 14 hereof,  deliver to Buyer
          either (x) a cashier's or certified check in good and immediately
          available funds or (y) a credit against the Balance.

               (l)  Deliver to Buyer the originals of the Leases, the Saint
          David's Lease and the Contracts, and, if available, copies of the
          Licenses and Permits and the Warranties and Guaranties.

               (m)  Deliver  to Buyer  the  Books and  Records in  Seller's
          possession together with the originals and/or copies of all Plans 
          in Seller's possession.

               (n)  Deliver to  Buyer an  affidavit originally  executed by
          Seller to  the effect  that Seller  is not  a foreign  person for
          purposes of 26 U.S.C. 1445(b)(2).

               (o)  Deliver to Buyer possession of the Property, subject to
          the rights of Tenants in possession of the Property under written
          leases or  other occupancy agreements, in  writing, delivered and
          assigned  to  Buyer  at  Closing,  together  with  all  keys  and
          passcards to the Property.

               (p)  Deliver to Buyer any  other documents or items required
          to  be  delivered by  Seller to  Buyer  under the  terms  of this
          Agreement.

               The documents  described in  this Section 3  are hereinafter
          collectively referred to as the "Seller's Closing Documents".

               4.   Documents and  Deliveries at Closing; By Buyer.  At the
          time and place of Closing (as hereinafter defined), Buyer shall:

               (a)  Execute and  deliver to Seller the  documents listed in
          Sections 3(a)-(g) and such other documents as may be necessary to
          effect  as of  the Closing  Date an  assumption by  Buyer  of all
          obligations  of  Seller  under  the Contracts,  the  Leases,  the
          Licenses and  Permits, the  Warranties and Guaranties,  the Saint
          David's  Lease,  all obligations  with  respect  to the  Security
          Deposits and  Reservation Deposits, and all  other obligations or
          liabilities  of Seller  or the  Property to  be assumed  by Buyer
          pursuant  to the  terms of  this Agreement.   In  addition, Buyer
          shall  use its  reasonable  best efforts  to  obtain releases  of
          Seller from  all such  obligations referred to  in the  preceding
          sentence.   To the  extent that Buyer  is unable  to obtain  such
          releases, Buyer shall  indemnify and hold Seller  harmless of and
          from  all such  obligations,  including all  costs, expenses  and
          attorney fees incurred by Seller in connection therewith.

               (b)  Deliver  to  Seller   such  documents  as   Seller  may
          reasonably require that evidence the organization, formation, and
          authority of Buyer.

               (c)  Deliver to Seller the Balance.

               The documents  described in  this Section 4  are hereinafter
          collectively referred to as the "Buyer's Closing Documents."

               5.   New  Leases.     During   the  Inspection  Period   (as
          hereinafter defined),  Seller shall  have the right,  without the
          consent of Buyer, to enter into new leases covering space located
          in  the Property  ("New Leases")  as long as  any such  New Lease
          provides  for (i) a market rental rate for comparable space, (ii)
          a term not  to exceed five (5) years, (iii)  a leasing commission
          not to exceed  four percent  (4%) of  gross rents  for the  lease 
          term, and (iv) a tenant finish allowance not to exceed $17.50 per
          square foot  contained in the leased premises.  Any New Lease not
          meeting the foregoing criteria must be approved by Buyer.  Buyer,
          at the Closing, shall reimburse Seller  for all tenant concession
          expenses (including without  limitation all  finish out  expenses
          and tenant  relocation expenses),  all brokerage commissions  and
          all architectural and space planning expenses with respect to any
          New  Lease meeting the criteria described above and any New Lease
          approved by Buyer pursuant to Section 17a(c) paid by Seller prior
          to  Closing, and such New  Lease  shall become part of the Leases
          assigned to, and assumed by, Buyer at Closing.

               6a.  Seller's  Documents  and  Title Commitment  to  be Made
          Available.  On  or before the close of business  on the date that
          is  five (5) business days  following the Effective  Date of this
          Agreement (the  "Delivery Date"),  Seller shall deliver  to Buyer
          Exhibits "B", "C-1",  "C-2", and "C-3" and  Schedules "1" through
          "10" and shall deliver to Buyer or make available at the Property
          copies  of the    documents  referred  to  in  the  Exhibits  and
          Schedules and copies of the following documents and information:

               A.    Seller's  existing as-built  survey  for  improvements
               (buildings, parking, utilities, etc.)

               B.    All  fire,  hazard,  liability,  and  other  insurance
               policies held by Seller on the Property.

               C.  All of the most recent real estate and personal property
               tax statements with respect to the Property.

               D.     All   environmental,   structural,   and   mechanical
               evaluations, reports, or  studies performed on  the Property
               in the past twenty four months.

               E.   The "as built" plans and specifications with respect to
               the Property, if available.

               F.  Information on  utility and repair expenses incurred  by
               Seller for operations of the Property for each month for the
               preceding two years.

               G.   A   commitment   for   Title   Insurance   (the  "Title
               Commitment") issued  by the  Title Company, together  with a
               copy  of any  and  all instruments  creating any  exceptions
               listed in the Title Commitment.

               In addition, Seller shall make available at the Property any
          and all  other written material  concerning the Property  and its
          ownership, condition,  operation and maintenance, as  well as all
          financial  records  of the  operation of  all  the assets  of the
          Property.

               6b.  Delivery of Survey  and Estoppel Certificates.   Within
          twenty (20)  days  from the  Effective  Date of  this  Agreement, 
          Seller, at Seller's sole cost and expense, shall provide to Buyer
          an  updated on the ground  survey (the "Survey")  of the Property
          dated  after the Effective Date,  prepared by Donald  J. Kirby, a
          Registered  Professional Land  Surveyor No.  2508, or  such other
          licensed professional engineer or surveyor  acceptable to Seller,
          Buyer  and  Title  Company.    The  Survey  shall  be  in a  form
          acceptable to the Title Company to modify the survey exception in
          the Title Policy to read only "shortages in area".  At least five
          (5) business days prior to the  last day of the Inspection Period
          (as hereinafter  defined) Seller shall deliver  to Buyer Estoppel
          Certificates (herein  so called),  in form substantially  as that
          set forth in Exhibit "M"  attached hereto, originally executed by
          at least 75% of the Tenants under the Office Leases (collectively
          the "Estoppel Certificates").   To the extent any Tenants  do not
          execute and deliver an Estoppel Certificate, Seller shall execute
          and deliver to Buyer an Estoppel Certificate with respect to such
          Tenants substantially in the form of Exhibit M.

               7.   Closing  Expenses.   Seller shall pay  the cost  of the
          Survey, the premium for the Title Policy (as hereinafter defined)
          (provided, Buyer shall  pay any additional premium  to modify the
          survey  exception to read only "shortages in area")  and Seller's
          attorney's  fees.   Buyer  shall pay  the  cost of  recording the
          applicable Seller's Closing Documents, the additional premium for
          modifying the survey exception  in the Title Policy to  read only
          "shortages  in area", if Buyer  elects to have  that exception so
          modified,  and Buyer's attorneys'  fees.   Except as  provided in
          Section  14 below, all other costs in connection with the Closing
          shall be paid by the party incurring such cost.

               8.   Conditions to Obligations of Buyer.  The obligations of
          Buyer to perform Buyer's obligations under this Agreement are and
          shall be subject  to the  satisfaction of each  of the  following
          conditions at or prior to the Closing:

               (a)  Seller  shall  have  executed  (where  applicable)  and
          delivered  the  Seller's Closing  Documents  to  be executed  and
          delivered by Seller. 

               (b)  Seller,  at  Seller's  sole  cost  and  expense,  shall
          provide  to Buyer at Closing an Owner's Policy of Title Insurance
          issued  by the Title Company in the amount of $62,675,000.00 (the
          "Title  Policy"), insuring  good  and indefeasible  title to  the
          Property in Buyer, free and clear of all restrictions, easements,
          encumbrances and liens except for the Permitted Exceptions.

               (c)  All  of  the representations  and warranties  of Seller
          contained in this Agreement shall have been true and correct when
          made in all  material respects  and (after giving  effect to  the
          revised  Schedules, if any, furnished  to Buyer by  Seller at the
          Closing),  shall be true and  correct on the  Closing Date in all
          material respects  with the same effect  as if made on  and as of
          such date. 

               (d)  Seller shall have performed, observed and complied with
          all  covenants,  agreements  and  conditions  required  by   this
          Agreement to be performed, observed and complied with on its part
          prior to or as of the Closing hereunder in all material respects.

               (e)  To  the extent  that  any of  the approvals,  consents,
          authorizations,  licenses  or  permits  of  the  Texas  Alcoholic
          Beverage Commission  have not been  received by Buyer  or Buyer's
          designee at or prior to the Closing, the assignment of the Atrium
          Beverage Lease and Atrium Beverage Agreement  and the transfer of
          all  of   the  outstanding  capital  stock   of  Atrium  Beverage
          Corporation to Buyer or Buyer's designee shall be postponed until
          such  time  after  the   Closing  as  such  approvals,  consents,
          authorizations, licenses  or permits have been  received by Buyer
          or Buyer's designee.

               (f)  The FIC Management Agreement  and Hotel Lease Agreement
          dated  August 22, 1991 between Seller, as lessor, and FIC Realty,
          as lessee, shall have been terminated as of the Closing Date.

               9.   Conditions  to Obligations of  Seller.  The obligations
          of Seller  to perform  Seller's obligations under  this Agreement
          are  and shall  be subject  to  the satisfaction  of each  of the
          following conditions at or prior to the Closing:

               (a)  Buyer  shall  have   executed  (where  applicable)  and
          delivered  the  Buyer's  Closing  Documents to  be  executed  and
          delivered by Buyer.

               (b)  All  of the  representations  and warranties  of  Buyer
          contained in this Agreement  shall have been true and  correct in
          all material respects when made, and shall be true and correct in
          all material respects on the Closing Date with the same effect as
          if made on and as of such date.

               (c)  Buyer shall have performed,  observed and complied with
          all  covenants,  agreements  and  conditions  required  by   this
          Agreement to be performed, observed and complied with on its part
          prior to or as of the Closing hereunder.

               10.  Casualty to Property.  Promptly after the occurrence of
          any  fire or other casualty affecting the Property or any portion
          thereof occurring between  the date hereof  and the Closing  Date
          (the "Casualty"), Seller shall  give Buyer written notice thereof
          (the "Casualty  Notice"), which  Casualty Notice shall  state the
          type, location and amount of damage to the Property.

               (a)  If prior to the Closing such a Casualty shall occur and
          the cost to complete repairs necessitated  by such Casualty shall
          equal $500,000  or more, then in any  such event, Buyer or Seller
          may at its sole option terminate this Agreement by written notice
          to  the other  party (the  "Casualty Termination  Notice") within
          twenty  (20)  days  after  the  giving  of  the  Casualty  Notice
          (provided,  however, if the Closing is scheduled for a date which 
          is less than 20 days after the giving of the Casualty Notice, the
          Closing shall  be adjourned until 20 days after the giving of the
          Casualty Notice).  In  the event either party gives  the Casualty
          Notice, the  Deposit, together with all  interest earned thereon,
          shall be returned to Buyer, this Agreement shall be null and void
          and neither party shall have any further liability or obligations
          to  the other  (other  than  the  obligation  of  Buyer  to  keep
          confidential all documents and  other material furnished to Buyer
          pursuant to  the transactions contemplated by  this Agreement and
          the indemnity obligation  owed by Buyer  to Seller in  connection
          with Buyer's  Due Diligence  Review, as  provided  in Section  16
          hereof).   If neither Buyer  nor Seller elects  to terminate this
          Agreement, then the Closing  shall take place as  provided herein
          without abatement of the Purchase Price, and at the Closing there
          shall be assigned  to Buyer  all of Seller's  rights, titles  and
          interests in and to any insurance proceeds covering such Casualty
          and Seller shall  pay to Buyer the lesser of  (x) the actual cost
          to complete repairs necessitated by such Casualty less the amount
          of  the  insurance  proceeds  or  (y)  the  cash  amount  of  the
          deductible under the property insurance carried by Seller.

               (b)  If prior to the Closing such a Casualty shall occur and
          the cost to complete repairs necessitated by such  Casualty shall
          be less  than $500,000, then, in any such event, Buyer shall have
          no  right to terminate its  obligations under this Agreement, but
          Seller   shall  be   obligated   to  restore   the  Property   to
          substantially the  condition as  existed prior to  such Casualty.
          Under  such circumstances,  the Closing shall  be postponed  to a
          date no later  than ten  (10) days after  such restoration  shall
          have  been substantially completed  (substantial completion shall
          mean: (i)  final completion (excluding completion  and correction
          of all "punch list" items) of  such repair, free of any liens, so
          that  the Property is restored to  as good or better condition as
          existed  on the  date of  this Agreement,  as approved  by Buyer,
          which  approval shall  not be  unreasonably withheld  or delayed;
          (ii)  that  all approvals  and permits  required  by the  City of
          Austin or any  other political subdivision  or agency thereof  in
          connection with  the repair  have been  obtained;  and (iii)  any
          interruption or impairment of services  or function caused by the
          Casualty  or the  repair  work have  been  cured).   Should  such
          restoration not  be substantially completed six  (6) months after
          the occurrence of  such Casualty,  Buyer may at  its sole  option
          terminate  this Agreement  by delivering  a Casualty  Termination
          Notice to Seller, in  which event the Deposit, together  with all
          interest  earned  thereon,  shall  be  returned  to  Buyer,  this
          Agreement shall be null and void and neither party shall have any
          further  liability or  obligations to  the other (other  than the
          obligation of Buyer to keep  confidential all documents and other
          material   furnished  to  Buyer   pursuant  to  the  transactions
          contemplated by this Agreement  and the indemnity obligation owed
          by Buyer  to  Seller in  connection  with Buyer's  Due  Diligence
          Review,  as provided in Section  16 hereof).  Notwithstanding the
          foregoing, in  the event  Buyer's loan commitment  allows Buyer's
          proposed lender to terminate  the loan commitment as a  result of 
          any such Casualty, Buyer shall use its best efforts to obtain  an
          extension of such commitment,  but if Buyer is not  successful in
          obtaining such extension, Buyer shall have the right to terminate
          this Agreement by  written notice  to Seller  within thirty  (30)
          days after the giving of the Casualty Notice and have the Deposit
          returned to Buyer.

               11.  Condemnation.  In the event of any taking of all or any
          part  of  the  Property  by  eminent  domain proceedings  or  the
          commencement of  any such  proceedings  from the  date hereof  to
          Closing, Seller  shall promptly give Buyer written notice of such
          proceeding stating the  amount, type and location  of such taking
          or proposed taking and Buyer shall proceed as follows:

               (a)  Should any  portion of  the Improvements  be condemned,
          Buyer  shall be permitted to  terminate this Agreement by written
          notice to that  effect to Seller on or before  the date fixed for
          Closing,  and the Deposit  and interest  earned thereon  shall be
          returned to Buyer.  Thereafter, this Agreement shall become  null
          and  void and  neither party  shall have  any other  liability or
          obligation to the other  (other than the obligations of  Buyer to
          keep confidential  all documents and other  material furnished to
          Buyer pursuant to the transactions contemplated by this Agreement
          and   the  indemnity  obligation  owed  by  Buyer  to  Seller  in
          connection  with Buyer's  Due  Diligence Review,  as provided  in
          Section 16 hereof).

               (b)  If only  a portion of the Property  (not comprising any
          portion of the Improvements) is condemned, and the same would not
          materially interfere with the present  use thereof, Buyer will be
          liable  and obligated to take  title to the  remaining portion of
          the Property without abatement  of  the Purchase Price,  in which
          event Seller shall assign  to Buyer all of Seller's  right, title
          and  interest   in  and   to  any   award  resulting  from   such
          condemnation.

               12.  Real Estate Brokers.  Seller shall pay to CB Commercial
          Real Estate Group, Inc. ("Broker") any and all commissions, fees,
          or other amounts  owed to Broker  in connection with the  sale of
          the Property pursuant to a separate  agreement between Seller and
          Broker.   Seller shall pay  to Omni  Commercial Realty  Advisors,
          Inc. a commission of $300,000 and FIC Realty a commission of two-
          tenths of one  percent (0.2%)  of the  net sales  price.   Seller
          shall defend, indemnify, and hold  harmless, Buyer from any claim
          by any party claiming under Seller for any brokerage, commission,
          finder's or  other fees relative to this Agreement or the sale of
          the Property,  and any  court costs,  attorneys'  fees, or  other
          costs or expenses  arising therefrom,  and alleged to  be due  by
          authorization of Seller.  Buyer shall defend, indemnify, and hold
          harmless  Seller from any claim by any party claiming under Buyer
          for any  brokerage, commission, finder's, or  other fees relative
          to  this Agreement  or the  sale of  the Property, and  any court
          costs,  attorneys'  fees,  or  other costs  or  expenses  arising
          therefrom, and  alleged  to be  due  by authorization  of  Buyer. 
          Notwithstanding  anything  contained  in this  Agreement  to  the
          contrary,  the terms of this Section 12 shall survive the Closing
          or earlier termination of this Agreement.

               13.  Closing.  Consummation of the transactions contemplated
          by  this Agreement  (the "Closing")  shall be  held on  the first
          business day (the "Closing Date") that is ten (10) days after the
          earlier of (i)  the date on which  Buyer notifies Seller  that it
          has obtained the third party  financing to purchase the  Property
          or  (ii) the end of the Financing Feasibility Period as described
          in Section 16(c), subject to any extension required by Section 10
          hereof.  The Closing  shall be held  at 10:00 a.m. Austin,  Texas
          time  at a  location in the  City of  Austin, Texas  to be agreed
          upon.  Seller  and Buyer  may mutually agree  in writing upon  an
          earlier or later date for the Closing.

               14.  Apportionments and Additional  Payments.  The following
          apportionments  and payments  are to  be made  as of  the Closing
          Date:

               (a)  Real  property  taxes,  assessments (including  without
          limitation  assessments  made  by   the  Austin  Downtown  Public
          Improvement District),  water and  waste water charges  and other
          municipal charges, if any,  shall be apportioned on the  basis of
          the tax year or other period for which assessed.

               (b)  All (i)  rents, additional  rents and percentage  rents
          under the Office Leases,  Residential Leases, EntelCom Leases and
          the Atrium Beverage  Lease as,  when and to  the extent  actually
          collected, all income of any type arising from the Hotel, subject
          to  Section 14(e) below, and  (ii) all charges  payable under the
          Saint David's Lease and the Contracts shall be apportioned.

               (c)  Charges for the consumption of electricity, fuel oil on
          the Property,  steam, gas,  telephone services and  other utility
          services,  if   any,  shall   be  apportioned  (except   that  no
          apportionment shall be made for any such items that are furnished
          and charged by the applicable utility company directly to Tenants
          under Leases).

               (d)  At the Closing, Buyer  shall pay to Seller, in  cash or
          by cashier's  or  certified  check,  or  by  federal  funds  wire
          transfer,  a sum equivalent to  all monies in  house banks, petty
          cash and cash  registers, other than monies  that Atrium Beverage
          Corporation  owns  or  is  entitled to  receive,  which  it shall
          retain.  Such monies shall be counted jointly by  representatives
          of Seller and Buyer on the Closing Date.

               (e)  Transient rentals for guests  and income from rooms and
          lodging for the day and night of the Closing Date and income from
          food and beverage operations for the day and night of the Closing
          Date shall belong  to Seller. 

               (f)  The fees for Licenses and Permits assigned hereby shall 
          be apportioned.

               (g)  All prepaid rents, room  rental deposits, and all other
          deposits  for advance  reservations, banquets or  future services
          shall be paid over to Buyer.

               (h)  At the Closing, Buyer  shall pay to Seller, in  cash or
          by  cashier's  or  certified  check, or  by  federal  funds  wire
          transfer, a sum equivalent  to the cost of all  Consumables based
          on an inventory of  such items made by representatives  of Seller
          and Buyer at 12:01 a.m.  on the Closing Date.  Cost shall  be the
          cost  actually paid by Seller for the Consumables as evidenced by
          Seller's paid invoices for such items.

               (i)  Advertising expenses and  unused advertising  contracts
          shall be  apportioned, and Buyer shall  assume existing contracts
          for billboard space and shall be responsible for payments thereon
          that  accrue for  the period  after the Closing  Date.   All such
          advertising contracts  and contracts for billboard  space are set
          forth in Schedule "10" attached hereto.

               (j)  Trade  publications  and subscriptions,  and  hotel and
          trade association dues shall be apportioned.

               (k)  Music  and entertainment  expenses, music  license fees
          and broadcasting charges shall be apportioned.

               (l)  Except  as  herein   otherwise  provided,  all   unpaid
          commissions,  fees or  other charges  due real estate  brokers or
          other Persons with respect to any  Lease shall be paid by  Seller
          at or prior to Closing.

               Except  as  herein  otherwise  provided,  all apportionments
          provided for in this Agreement shall be made as of  12:01 a.m. on
          the Closing Date and based upon  the actual number of days in the
          period  covered by the sum  being apportioned.   Seller shall use
          reasonable efforts  to have all utility  companies and applicable
          Governmental Entities provide meter readings to the Closing Date.

               Closing adjustments and apportionments made  pursuant to the
          foregoing   provisions    shall   be   determined    jointly   by
          representatives of  Buyer and  Seller tentatively at  the Closing
          and  payment of  the net  figure resulting  from  such adjustment
          shall be made by Buyer or Seller, as the case may be, by check or
          by adjustment at the  Closing.  A final closing  adjustment shall
          be made by such representatives seventy-five (75) days after  the
          Closing,  and to  the  extent  that  any  additional  payment  or
          repayment  is indicated  on such  final closing  adjustment, such
          payment or repayment  shall be  made within five  (5) days  after
          such final adjustment shall have been made.

               15.  Past Due Rents and Past Due Accounts.

               (a)  Omni Hotel shall act as collecting agent  for Seller in 
          respect to the collection of  all account receivable balances due
          to  Seller  originating  prior  to  the  Closing  Date  from  the
          operations of the Hotel  from tenants, guests and patrons  of the
          Hotel for rents and  customary hotel and restaurant  and cocktail
          lounge  charges  (whether  comprised  of credit  card  receivable
          payments or  otherwise).   All payments collected  by Omni  Hotel
          after   the  Closing  Date   attributable  to  Seller's  accounts
          receivable shall  be promptly remitted  to Seller.   Seller shall
          contract  with Omni  Hotel separately  for Omni  Hotel to  act as
          Seller's agent in the collection of Seller's accounts receivable.
          Seller shall have the right to institute any proceedings and take
          any steps, in Seller's own  name or in the name of  the Managers,
          to  effect  collection  thereof; provided,  however,  that Seller
          hereby  agrees to  indemnify,  defend, exonerate  and hold  Buyer
          harmless  for  all  loss,  liability,  damage,  cost,  charge  or
          expenses  (including Fees-and-Costs)  incurred  by,  or  asserted
          against,  Buyer resulting  from any  such action  and/or Seller's
          dealing with the particular Person with respect to the particular
          controversy involved.

               (b)  Seller  shall be solely  responsible for the collection
          of any  rent, additional rent  or other charges in  arrears as of
          the  Closing  Date,  from  any  Tenant  under  an  Office  Lease,
          Residential Lease or EntelCom Lease.  Seller shall have the right
          to  institute any proceedings and take any steps, in Seller's own
          name or in the name of the Managers,, to collect rent, additional
          rent,  or other charges  due Seller in arrears  as of the Closing
          Date, together with  the cost  of collection thereof;  but in  no
          event shall Seller seek any remedy other than collection of funds
          from the particular Tenant which are in arrears as of the Closing
          Date (and Seller  shall not be entitled to seek  a termination of
          such  Tenant's  Lease  or  eviction  of  the  Tenant);  provided,
          however,  that  Seller   hereby  agrees  to  indemnify,   defend,
          exonerate  and  hold  Buyer  harmless for  all  loss,  liability,
          damage,  cost,  charge   or  expense  (including  Fees-And-Costs)
          incurred by, or asserted against,  Buyer resulting from any  such
          action and/or  Seller's dealing  with the particular  Person with
          respect to the particular controversy involved.

               (c)  Neither party  shall have  an obligation to  collect on
          behalf of  the other  party any such  past due accounts  or rents
          referred to in Subsection 15(a) and (b) above.

               16.  Inspection  of  the  Property.    (a)   NOTWITHSTANDING
          ANYTHING HEREIN TO THE CONTRARY, SELLER IS CONVEYING THE PROPERTY
          TO  BUYER  "AS  IS",   "WHERE  IS",  AND  WITH  ALL   FAULTS  AND
          SPECIFICALLY AND  EXPRESSLY EXCEPT AS  SET FORTH IN  SECTION 18a,
          WITHOUT ANY  WARRANTIES,  REPRESENTATIONS OR  GUARANTEES,  EITHER
          EXPRESS  OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM
          OR ON  BEHALF OF THE SELLER.   BUYER ACKNOWLEDGES AND AGREES THAT
          DURING  THE  INSPECTION  PERIOD,   BUYER  WILL  CONDUCT  ITS  OWN
          INDEPENDENT INVESTIGATION  AND INSPECTION  OF ALL ASPECTS  OF THE
          PROPERTY.    BUYER  FURTHER  ACKNOWLEDGES  AND  AGREES  THAT  ANY
          INFORMATION PROVIDED  BY  SELLER TO  BUYER  WITH RESPECT  TO  THE 
          PROPERTY HAS BEEN  OBTAINED FROM  A VARIETY OF  SOURCES AND  THAT
          SELLER   HAS  NOT   MADE  ANY   INDEPENDENT  INVESTIGATION     OR
          VERIFICATION OF SUCH INFORMATION.

               (b)  Buyer shall have  until 45 days after  the later of (i)
          the Effective Date or (ii) the date on which Seller  has notified
          Buyer  that substantially  all of  the documents  and information
          described  in Section 6a have  been made available  to Buyer (the
          "Inspection Period") to inspect and review, at  Buyer's sole cost
          and  expense,  all matters  relating  to the  Property  (the "Due
          Diligence  Review"), including  without limitation all  plans and
          specifications,  the   physical   condition  of   the   Property,
          Contracts, Leases, Licenses and  Permits, Trade Materials,  Books
          and Records,  Plans,  Warranties and  Guaranties,  Survey,  Title
          Commitment,    Estoppel  Certificates, ad  valorem  property  tax
          statements,  as  well as  any  reports  obtained  by  Buyer,  all
          documents relating to the  construction, replacement or repair of
          any  portion of the Improvements, and any other document or other
          aspect of the  Property (if  the same are  available to  Seller).
          After  execution of this Agreement and delivery of the Deposit to
          the Title Company, Seller shall  provide reasonable access to the
          Property  to  Buyer  and Buyer's  agents  and  Seller shall  make
          available to Buyer documents  in Seller's or Manager's possession
          relating  to the  Property at the  offices of the  Manager of the
          Property,  all during  normal business  hours.   Buyer  shall not
          interfere with  Seller's or any Tenant's  business operations and
          shall  not  contact  any  Tenant  or  Manager without  the  prior
          approval and participation of Seller.

               If Buyer, at its sole  and exclusive discretion, chooses not
          to  proceed  to Closing,  Buyer  shall give  written  notice (the
          "Inspection Termination  Notice") to Seller  of such  fact on  or
          before the  close of business  on the last day  of the Inspection
          Period (the "Cutoff Date").   If Buyer  does not timely give  the
          Inspection Termination Notice to Seller, Buyer shall be deemed to
          be satisfied with the Property and all  matters relating thereto,
          including,  without limitation,  the  Survey,  Title  Commitment,
          Estoppel Certificates  and other  documents and  information made
          available to Buyer  during its  Due Diligence Review.   If  Buyer
          timely  gives the  Inspection Termination  Notice to  Seller, the
          Deposit  together  with  all  interest earned  thereon  shall  be
          immediately returned to Buyer, less and with the exception of One
          Hundred and No/100 Dollars ($100.00) of the Deposit together with
          all  interest earned  on  such $100  which  shall be  immediately
          delivered to Seller in consideration for the Due Diligence Review
          and Sellers' entering into this Agreement.  If Buyer timely gives
          the  Inspection  Termination Notice  to  Seller,  all rights  and
          obligations of the parties hereto shall terminate (other than the
          obligation of Buyer to keep confidential  all documents and other
          material  furnished   to  Buyer  pursuant  to   the  transactions
          contemplated by this Agreement  and the indemnity obligation owed
          by  Buyer  to Seller  in  connection with  Buyer's  Due Diligence
          Review, as provided in this Section 16), and this Agreement shall
          be null and void and of no further force and effect. 

               Buyer  shall be solely responsible for all damage or loss of
          any kind or nature whatsoever, whether to persons or to property,
          which may arise as a  result of or otherwise because of  the acts
          or omissions  of Buyer or its  agents in connection with  the Due
          Diligence  Review and  Buyer  shall promptly  and at  its expense
          restore the  Property and  repair any damage  occasioned by  such
          review to the condition the Property was in prior to such review.
          Buyer does  hereby indemnify  and hold  Seller harmless  from and
          against all loss, cost,  damage, claim and liability of  any kind
          and nature which may arise as a result of or otherwise because of
          any act or omission of Buyer or its agents.

               All matters reviewed or discovered by Buyer in the course of
          the Due  Diligence Review and  all other documents  and materials
          furnished by  or on  behalf of  Seller to  Buyer pursuant  to the
          transactions  contemplated by  this  Agreement shall  be strictly
          confidential  and shall  be  deemed to  be "Evaluation  Material"
          under the Confidentiality Agreement - Principal between Buyer and
          Broker  ("Confidentiality  Agreement").     The   Confidentiality
          Agreement,   the   Confidentiality   Agreement-Agent    and   the
          Registration  Agreement  attached  hereto  as  Exhibit   "O"  are
          incorporated  herein   by  reference.    If   no  Closing  occurs
          hereunder,  this  paragraph,  the  preceding  paragraph  and  the
          Confidentiality Agreement  shall survive the termination  of this
          Agreement.

               (c)  Buyer shall  have ninety (90) days after  the Effective
          Date (the  "Financing Feasibility Period") to  obtain third party
          financing  upon terms acceptable to Buyer.  If, after the Cut-Off
          Date, Buyer determines that Buyer  is unable to obtain acceptable
          financing,  Buyer  shall  give  written  notice  (the  "Financing
          Termination  Notice") to  Seller of  such fact  on or  before the
          close  of business on the  last day of  the Financing Feasibility
          Period.   If Buyer timely  gives the Financing Termination Notice
          to Seller, the Deposit together  with all interest earned thereon
          shall  be  immediately  returned  to  Buyer,  less and  with  the
          exception  of an amount certified by Seller equal to Seller's out
          of pocket expenses incurred in connection with this Agreement and
          the  transactions  contemplated  hereby  paid  to  third  parties
          including,  without  limitation,  Seller's  attorneys'  fees  and
          expenses, costs of the  Survey, and architectural and engineering
          consulting expenses, and photocopying and  reproduction expenses,
          up   to  but  not  exceeding   $40,000,  which  amount  shall  be
          immediately delivered to Seller.  

               If Buyer  timely gives  the Financing Termination  Notice to
          Seller, all  rights and obligations  of the parties  hereto shall
          terminate   (other  than   the  obligation   of  Buyer   to  keep
          confidential all documents and  other material furnished to Buyer
          pursuant to  the transactions contemplated by  this Agreement and
          the  indemnity obligation owed  by Buyer to  Seller in connection
          with Buyer's Due  Diligence Review, as  provided in this  Section
          16), and this Agreement shall be  null and void and of no further
          force and effect. 

               If  Buyer does  not  timely give  the Financing  Termination
          Notice, the Deposit shall  become fully non-refundable except for
          Seller's uncured default or failure to close on the Closing Date.

               17a. Covenants of Seller.  Seller hereby agrees that (unless
          a different period  is specified) during  the period between  the
          date hereof and the Closing Date:

               (a)  After the Effective Date until the Closing Date, Seller
          (i) will manage the Property or cause the Property  to be managed
          in accordance  with past  practices and  shall continue  to offer
          services and  amenities in  accordance with such  past practices,
          and  (ii)   continue  past   normal  practice  with   respect  to
          maintenance  and repairs of the Property and the Property will be
          of at  least the  same  quality on  the Closing  Date  as on  the
          Effective  Date, except for normal wear and tear and any Casualty
          covered by Section 10 of this Agreement.

               (b)  After the  Cut-Off Date until the  Closing Date, Seller
          will not, without the prior written consent of Buyer (which shall
          not be unreasonably withheld or delayed), (i) terminate or modify
          in any material way any Office Lease, Residential Lease, EntelCom
          Lease,  Contract, License and Permit, or Warranty and Guaranty or
          (ii) enter into any new Contract.

               (c)  After the  Cut-Off Date until the  Closing Date, Seller
          will not, without the prior written consent of Buyer (which shall
          not be  unreasonably withheld  or delayed),  enter  into any  New
          Lease.

               (d)  Seller  shall  promptly notify  Buyer  of any  material
          change in  any condition with  respect to the Property  or of any
          event or circumstance which  makes any representation or warranty
          of Seller to Buyer  under this Agreement untrue or  misleading in
          any material respect.

               (e)  Seller  shall allow  Buyer  or Buyer's  representatives
          access to the Property, and to the Books and Records  relating to
          the  Property as well as  to the Leases,  Contracts, Licenses and
          Permits, Plans,  Trade Materials,  Warranties and Guaranties  and
          other  documents required  to be  delivered under  this Agreement
          upon reasonable  prior notice  and at  reasonable times.   Seller
          shall  cooperate with  Buyer  and its  representatives and  allow
          them, at Buyer's expense, to  make extracts and photocopies  from
          the  Books  and  Records  and  other  items  described  in   this
          Subsection 17(e).   Buyer's  access to  the  Property under  this
          Subsection 17(e) shall be  subject to the same conditions  as set
          forth in Section 16 above.

               (f)  After the Cut-Off Date,  Seller shall cooperate in good
          faith with Buyer to  obtain all consents, authorizations, orders,
          licenses,  permits, certificates  or approvals  of (or  filing or
          registrations   with)   any  federal,   state,   local   or  city 
          governmental  or regulatory  body   required  for the  execution,
          delivery and performance of the transactions contemplated by this
          Agreement (including,  without limitation,  all approvals  of the
          Texas Alcoholic Beverage  Commission required for  the assignment
          of the  Atrium Beverage Lease  and Atrium  Beverage Agreement  to
          Buyer  or Buyer's  designee  and  the  transfer  of  all  of  the
          outstanding capital stock of Atrium Beverage Corporation to Buyer
          or  Buyer's designee) and to diligently and in good faith perform
          and comply with or cause  Atrium Beverage Corporation to  perform
          and  comply  with all  requirements  and conditions  that  may be
          imposed  by any  such governmental  or regulatory body  on Buyer,
          Seller  or Atrium  Beverage  Corporation in  connection with  the
          issuance of such approvals, consents, authorizations, licenses or
          permits.

               (g)  Immediately upon obtaining knowledge of the institution
          of any proceeding  for the  condemnation of the  Property or  any
          portion thereof, or any other proceeding arising out of injury or
          damage to the Property or any portion thereof, Seller will notify
          Buyer of the pendency of such proceedings.

               (h)  Prior to termination of this Agreement, Seller will not
          enter  into any agreement that  will dispose of  the Property, or
          any part thereof (other than in the ordinary course of business).

               (i)  Seller will  not, without the prior  written consent of
          Buyer,   create, place,  or permit  the placing  of, any  deed of
          trust, mortgage, lien, security interest, encumbrance,  or charge
          on the Property, except for the  lien for ad valorem taxes on the
          Property  which  are  not  delinquent,  and  should  any  of  the
          foregoing  become attached hereafter in any manner to any part of
          the  Property without the prior written  consent of Buyer, Seller
          will cause the same to be promptly discharged and released.

               (j)  Seller shall  cause  FIC Realty  to  assign the  Atrium
          Beverage Lease and Atrium Beverage Agreement and  to transfer all
          of the  outstanding capital stock of  Atrium Beverage Corporation
          to Buyer  or  Buyer's designee  at  the  Closing or  as  soon  as
          practical   after  the  Closing  when  the  necessary  regulatory
          approvals for such assignment and transfer are obtained.

               (k)   Seller shall complete  the replacement of  the roof on
          the Property  at Seller's  sole expense, whether  such completion
          occurs before or after Closing.   If the roof is not completed by
          the  Closing Date, Seller shall deposit with the Title Company as
          Escrow  Agent   an  amount   sufficient  to  complete   the  roof
          replacement in accordance with the roof construction contract.

               (l)  On or before the Delivery Date, Seller will furnish the
          Buyer  binders  which  contain  a  copy  of  each Lease,  Service
          Contract, Construction Contract, License and Permit and  Warranty
          and Guaranty.

               (m)  After the  Cut-Off Date until the Closing  Date, Seller 
          will,  at Buyer's request, use its reasonable best efforts (i) to
          obtain MCI's  written consent to  long distance telecommunication
          services being provided  pursuant to the MCI  Agreement after the
          Closing  Date to Buyer (with  separate billing to  Buyer) for the
          Tenants  of the  Office Center  and guests  and employees  of the
          Hotel or  (ii) obtain  for Buyer long-distance  telecommunication
          services from another provider at rates comparable to those under
          the MCI Agreement.

               17b.  Covenants of Buyer.  Buyer hereby agrees that:

               (a)  St.  David's Lease.   Buyer  shall provide  to the  St.
          David's Landlord  such financial  information as the  St. David's
          Landlord may require in order for it to approve or disapprove the
          creditworthiness of  Buyer  pursuant to  Section  29 of  the  St.
          David's Lease.

               (b)  Omni  Hotel Agreement.    Buyer shall  provide to  Omni
          Hotel such information  as Omni Hotel may require in order for it
          to  make  its determination  with  respect  to Buyer's  financial
          responsibility and reputation pursuant  to Section 16.3(a) of the
          Omni  Hotel Agreement.  If  Omni Hotel terminates  the Omni Hotel
          Agreement pursuant to Section 16.3(a) thereof effective as of the
          Closing  Date, Buyer  shall  assume all  of Seller's  obligations
          under Articles XIX and XXI of the Omni Hotel Agreement.

               (c)  Property Management  Staff.  If Buyer  does not acquire
          the  Property pursuant to this Agreement, Buyer agrees that for a
          period  of one year from  the Effective Date,  it will not employ
          any of  the property management  staff of the  Property currently
          employed by FIC  Management and  its affiliates.   This  covenant
          shall survive the termination of this Agreement.

               (d)  Financial Statements.   Within  twenty (20) days  after
          the  Effective  Date,  Buyer   will  deliver  to  Seller  current
          financial statements of  Buyer and  all Persons who  are or  will
          become  general  and  limited   partners  of,  and  other  equity
          investors in, Buyer.

               (e)   Seller's  Name and  Logos.   After the  Closing, Buyer
          shall not  use the  name or  logos of Seller  or any  of Seller's
          affiliated companies,  including,  without limitation,  the  word
          "FIC",  in  connection  with  the Property,  its  advertising  or
          otherwise.

               18a. Seller's  Representations  and   Warranties.     Seller
          represents   and   warrants   to   Buyer    as   follows,   which
          representations and warranties  shall be true and  correct in all
          material  respects as of the date hereof and, after giving effect
          to the revised Schedules, if any, furnished to Buyer by Seller at
          the  Closing, as of the Closing Date, and which shall not survive
          the Closing and conveyance of title:

                    (a)  Existing Leases. 

                         (i)  To Seller's  knowledge, Exhibits C-1, C-2 and
               C-3  attached  hereto  are lists  of  each  and  every Lease
               affecting  or encumbering  all or  a portion  of the  Office
               Space, Residential Space  or EntelCom System,  respectively,
               together with all  Amendments thereof (such leases  together
               with   the   Atrium   Beverage   Lease   being   hereinafter
               collectively referred to as the "Existing Leases").

                         (ii)  To Seller's knowledge, Schedule "1" attached
               hereto is a  Rent Roll  (herein so called)  of the  Existing
               Leases,  current  through the  date  hereof, containing  the
               following   information  for   the  Existing   Leases  where
               applicable:  (1) the Tenant's name, (2) the suite, office or
               apartment  number,  (3)  the  approximate  amount of  square
               footage leased, (4)  annual rent, (5) the amount  of prepaid
               rental, (6) the amount of the security deposit, (7) the date
               of  the Existing  Lease,  (8) any  rent  arrearages and  (9)
               actual  current rent with respect to such leased space as of
               the date of the Rent Roll.

                         (iii)  To Seller's knowledge, except  as described
               on Schedule "2" attached hereto, (A) the Existing Leases are
               in full force and  effect; (B) no  Tenant has failed and  is
               continuing  to fail  to  observe or  perform any  agreement,
               covenant or obligation  under an Existing  Lease, including,
               but not  limited to,  the payment  of any  sum due  under an
               Existing Lease; and (C)  Seller is not aware of  any failure
               of  Seller,  which  is  continuing,  in  the  observance  or
               performance of any agreement,  covenant or obligation on the
               part of the landlord/lessor under an Existing Lease.

                         (iv)   To Seller's knowledge, except  as set forth
               on  Schedule  "2" attached  hereto,  there  are no  material
               disputes  with any  Tenant  concerning any  of the  Existing
               Leases presently existing or threatened.

                         (v)  To Seller's knowledge, except for the Tenants
               in the Hotel,  Seller and  the Managers, and  except as  set
               forth on Schedule "2" attached  hereto, there are no Persons
               occupying space  in the  Property as tenants,  subtenants or
               occupants other  than the Tenants specifically  named in the
               Existing Leases, employees and  agents of such Tenants, and,
               in the  case of  Fred Wells,  who operates executive  office
               suites on the fifth floor of the Office Center, licensees of
               Mr. Wells.

               (b)  Certificate   or   Occupancy,   Law   and   Ordinances,
          Condemnation and Zoning.

                         (i)  The  certificate of  occupancy  set forth  in
               Schedule "3" is a  true and correct copy of  the certificate
               of occupancy for the Property.

                         (ii)   To  Seller's  knowledge, no  notice of  any 
               material  Violation of  any zoning,  building or  other law,
               ordinance, regulation, requirement or directive of any  type
               against  the  Property  or  any  portion  thereof  has  been
               received by Seller. 

                         (iii)    To Seller's  knowledge,  no  notice of  a
               pending  condemnation,  expropriation,  eminent   domain  or
               similar  proceeding  affecting all  or  any  portion of  the
               Property has been received by Seller.

               (c)  Operating Statements.  On  or before the Delivery Date,
          Seller will  deliver to Buyer  copies of all  monthly, quarterly,
          annual  and  other  operating  reports  prepared  by  either  FIC
          Management or  Omni Hotel covering  the Office Center  and Hotel,
          respectively,  for  the years  1993 and  1994  and the  first six
          months  of 1995, and Seller  shall forward promptly  to Buyer all
          such  future reports made after the date hereof until the earlier
          of the Closing Date or the termination of this Agreement.

               (d)  Restrictions and  Easements.  To Seller's knowledge, no
          material default  or breach  exists under  any of  the covenants,
          conditions,  restrictions,  rights-of-way or  easements,  if any,
          affecting all  or any  portion of the  Property which  are to  be
          performed  or  complied  with  by  the  owner  of  the  Property,
          including, but not limited to, the License Agreement.

               (e)  Service Contracts.  To Seller's knowledge, (i) Schedule
          "4"  attached hereto sets forth  a list of  all Service Contracts
          affecting the Property,   (ii)  except as set  forth on  Schedule
          "4", there are no material disputes with the contractors, vendors
          or Managers  under such  Service Contracts presently  existing or
          threatened  and (iii) except as listed on Schedule "4", each such
          Service Contract is  terminable by Seller without penalty  on not
          more than thirty (30) days' prior notice.

               (f)  Construction Contracts.    To Seller's  knowledge,  (i)
          Schedule   "5"  attached  hereto  sets  forth  a    list  of  all
          Construction Contracts under which work affecting the Property is
          not yet  complete, and (ii) except as  set forth on Schedule "5",
          there are  no material  disputes with the  contractors thereunder
          presently existing or threatened.

               (g)  Licenses  and  Permits.   To  Seller's  knowledge,  (i)
          Schedule  "6" attached hereto sets  forth a list  of all Licenses
          and Permits currently affecting the Property, and  (ii) except as
          set  forth on Schedule "6",  there are no  material disputes with
          any  Government  Entity  or  other  Person  thereunder  presently
          existing or threatened.

               (h)  Warranties and Guaranties.   To Seller's knowledge, (i)
          Schedule  "7" attached hereto sets forth a list of all Warranties
          and  Guaranties currently  covering the  Property or  any portion
          thereof or issued  and to cover the Property in  the future,  and
          (ii)  except as set forth  on Schedule"7", there  are no material 
          disputes  with  any  Person   thereunder  presently  existing  or
          threatened.

               (i)  Trade Materials.   To Seller's knowledge,  (i) Schedule
          "8" attached hereto contains a description of all Trade Materials
          and (ii)  there  are no  material  disputes with  any  Government
          Entity or  Person with  respect to  any Trade Material  presently
          existing or threatened.

               (j)  Legal Proceedings and Bankruptcy.

                    (i)   To  Seller's knowledge,  except as  set forth  in
               Schedule  "9" attached  hereto,  there  are  no  outstanding
               judgments, orders,  writs,  injunctions or  decrees  of  any
               Government Entity,  no pending Legal Proceedings  or threats
               of  any material  Legal Proceedings,  and no  proceedings to
               foreclose any  mortgage, security instrument, lien  or other
               claim  against:    (A)  the  Property;  or   (B)  Seller  in
               connection with the Property.

                    (ii)   There is not pending, with regard to Seller, any
               petition or proceeding in  bankruptcy or for the appointment
               of a receiver or trustee nor has Seller committed any act of
               bankruptcy or been adjudicated a bankrupt or entered into an
               assignment  for  the  benefit  of creditors,  nor  is  there
               pending,  with  regard  to  Seller,  any  petition  for  its
               reorganization,  nor has  Seller  admitted  in  writing  its
               inability to pay its debts as they mature.

               (k)  FIRPTA.   Seller  is not  a foreign  person within  the
          meaning of Section  1445(b)(2) of  the Internal  Revenue Code  of
          1986, as amended.

               (l)  Authority,   Actions   of  Seller,   Authorization  and
          Consents.    Seller  is  a corporation  duly  organized,  validly
          existing and  in good  standing under  the laws  of the State  of
          Washington.  Seller has all necessary power and lawful  authority
          to  own and operate its assets and properties, including, but not
          limited to the  Property, and to  carry on its business.   Seller
          has delivered to Buyer  a  copy of the  articles of incorporation
          and  by-laws of Seller together with all Amendments thereof.  The
          execution  and  delivery by  Seller  of  this  Agreement and  the
          Seller's Closing Documents, and the consummation by Seller of the
          transactions contemplated  thereby, have been  duly authorized by
          all necessary action of Seller and duly approved by the board  of
          directors of Seller.  Other than the consents and/or approvals of
          the shareholders  and/or board of  directors of Seller  and those
          contemplated  by this  Agreement, there  are no  other approvals,
          authorizations, consents or other actions by  or filings with any
          Person which are required  to be obtained or completed  by Seller
          in connection with  the execution and delivery of  this Agreement
          or any of Seller's  Closing Documents (or any other  agreement or
          instrument required  hereunder) or  in connection with  any other
          action required to be taken by Seller  hereunder at or before the 
          Closing.  All of the outstanding capital stock of Atrium Beverage
          Corporation  is  owned  by FIC  Realty  and  when  such stock  is
          transferred by  FIC Realty to  Buyer pursuant to  this Agreement,
          Buyer will acquire  valid title  thereto, free and  clear of  all
          liens and encumbrances.

               (m)  EXCEPT AS SET FORTH IN THIS SECTION 18a, SELLER HAS NOT
          MADE,  DOES  NOT MAKE  AND  SPECIFICALLY  DISCLAIMS ANY  AND  ALL
          REPRESENTATIONS, WARRANTIES, PROMISES,  COVENANTS, AGREEMENTS  OR
          GUARANTIES OF  ANY KIND OR CHARACTER  WHATSOEVER, WHETHER EXPRESS
          OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE,  OF, AS TO,
          CONCERNING OR  WITH RESPECT TO  THE PROPERTY, INCLUDING,  BUT NOT
          LIMITED TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY;
          (B)  THE  INCOME  TO  BE  DERIVED  FROM  THE  PROPERTY;  (C)  THE
          SUITABILITY OF THE PROPERTY  FOR ANY AND ALL ACTIVITIES  AND USES
          WHICH BUYER MAY CONDUCT THEREON; (D) THE COMPLIANCE  OF OR BY THE
          PROPERTY OR  ITS OPERATION  WITH ANY  LAWS, RULES,  ORDINANCES OR
          REGULATIONS OF  ANY APPLICABLE  GOVERNMENTAL  AUTHORITY OR  BODY,
          INCLUDING, BUT NOT LIMITED TO, ANY STATE OR FEDERAL ENVIRONMENTAL
          LAW, RULE OR REGULATION; (E) THE HABITABILITY, MERCHANTABILITY OR
          FITNESS  OF THE  PROPERTY FOR  A PARTICULAR  PURPOSE; OR  (F) ANY
          OTHER MATTER WITH RESPECT  TO THE PROPERTY.  BUYER  HEREBY WAIVES
          ANY   SUCH   REPRESENTATION,   WARRANTY,   PROMISES,   COVENANTS,
          AGREEMENTS OR GUARANTIES.

               At the Closing,  Seller, if necessary, may  furnish to Buyer
          revisions to  the  Schedules attached  hereto  so as  to  reflect
          changes to the information presented thereon between the date  of
          this Agreement and the Closing Date.

               18b.    Buyer's  Representations   and  Warranties.    Buyer
          represents   and   warrants   to   Seller   as   follows,   which
          representations  and warranties shall  be true and  correct as of
          the  date hereof and as of the  Closing Date, and which shall not
          survive the Closing and conveyance of title:

               (a)  Buyer is  a Texas joint venture  validly existing under
          the laws of the State of Texas;

               (b)  Buyer  is  duly  organized,  is in  good  standing  and
          authorized to do  business in Texas, and  has the power  to carry
          out its obligations under this Agreement.

               (c)  This  Agreement   is  a  valid   and  legally   binding
          obligation of Buyer in accordance with its terms.

               (d)  The  execution,  delivery and  performance by  Buyer of
          this Agreement do not and will  not violate any provision of law,
          of   any  order,  judgment  or  decree  of  any  court  or  other
          governmental authority,  or of any agreement  or other instrument
          to which Buyer  is a party or  by which Buyer is  bound, and will
          not result  in a  breach of  or constitute  a  default under  any
          agreement or other instrument which  could result in the creation
          or imposition of any lien, charge or encumbrance of any kind upon 
          the Property.

               (e)  No   actions,    suits,   investigations,   litigation,
          bankruptcy,  reorganization or  other proceedings are  pending at
          law  or in  equity  or before  any  federal, state,  territorial,
          municipal  or  other  government  department,  commission, board,
          bureau, agency,  courts or instrumentality, or  to its knowledge,
          are threatened  against or  affecting Buyer which  would prohibit
          Buyer from purchasing the Property.

               (f)  The   execution,  delivery   and  performance   of  the
          Agreement,  and  any  and all  documents  to  be  executed by  or
          received by  it will not constitute a breach or default under any
          other agreement to  which Buyer is a party or  by which Buyer may
          be  bound or affects,  or a violation  of any law  or court order
          which may affect Buyer's ability to purchase the Property.

               (g)  Buyer is reasonably confident that  it will be able  to
          obtain  the  third party  financing  it needs  to  consummate the
          purchase of the  Property from  Seller pursuant to  the terms  of
          this Agreement.

               (h)   Buyer  has delivered  to  Seller a  copy of  its joint
          venture  or partnership  agreement and  all other  documents that
          govern its organization, authority and operation.

               19.  Safe Deposit Boxes.  On the Closing  Date, Seller shall
          deliver to Buyer all keys to the safe deposit boxes in the Hotel,
          all receipts and agreements  relating to such safe deposit  boxes
          and a complete list of such  safe deposit boxes which list  shall
          contain  the name  and room  number of  each depositor.   On  the
          Closing Date, Seller shall  send written notice to the  guests in
          the  Hotel who have safe deposit  boxes advising them of the sale
          of the Hotel to Buyer and the procedures to be followed  pursuant
          to this Section 19 and requesting the removal and verification of
          the contents thereof within five (5) days after the Closing Date.
          Seller  at its  own expense  shall have  a representative  at the
          Hotel   during  said  5  day  period.    All  such  removals  and
          verifications during said  5 days shall be  under the supervision
          of a representative  of Buyer and  the representative of  Seller.
          Boxes of guests  who have  not responded to  such written  notice
          shall  be listed at  the end  of such 5  day period.   Said boxes
          shall be opened in  the presence of the representatives  of Buyer
          and  Seller  and the  contents recorded.    Any such  property so
          recorded and thereafter remaining in the safe deposit boxes under
          the control of Buyer shall be the responsibility of Buyer.

               20.  Baggage Inventory.  All baggage checked with or left in
          the  possession of Seller  shall be listed on  an inventory to be
          prepared  in  duplicate  on  the  Closing  Date  and   signed  by
          representatives of Seller and of Buyer and all books, records and
          keys  concerning such  baggage shall  be delivered  by  Seller to
          Buyer at the Closing.  Buyer shall be responsible for all baggage
          listed in such  inventory on the  Closing Date.   Any baggage  or 
          other  property  of guests  retained  by Seller  as  security for
          unpaid  account receivables  may be  left on  the Property  for a
          period of ninety  (90) days  after the Closing  Date without  any
          responsibility or liability  therefor on  the part  of Buyer  and
          Seller  hereby agrees  to indemnify,  defend, exonerate  and hold
          Buyer harmless against  any claim, cost or expense  in connection
          with such retained baggage.

               21.  Indemnity and Survival.  (a)  Upon  the Closing, Seller
          agrees to  and does hereby indemnify, defend,  exonerate and save
          Buyer harmless  from and  against any  and  all liability,  loss,
          damage, claims and expenses incurred or suffered by Buyer arising
          out of or incidental to  the operation of the Property  by Seller
          prior to  the Closing  Date,   even though  same may be  asserted
          after  the  Closing Date;  provided,  however,  Seller shall  not
          indemnify,  defend,  exonerate or  save  Buyer  harmless from  or
          against any liability, loss,  damage, claims or expenses incurred
          or suffered by Buyer arising out of or incidental to the physical
          condition of the Land, Improvements or Tangible Personal Property
          (the "Physical  Conditions Exception").  Buyer agrees to and does
          hereby indemnify, defend, exonerate and save Seller harmless from
          and  against  any and  all  liability, loss,  damage,  claims and
          expense  incurred  or  suffered  by  Seller  arising  out  of  or
          incidental  to the operation of  the Property by  Buyer after the
          conveyance of the Property to Buyer.

               (b)  The covenants and agreements  set forth in Sections 14,
          15, 17a(f), 17a(k), 17a(l),  17b(b), 17b(e), 19, 20, and  21, the
          indemnities set forth in Sections 4(a), 12, 15, 16, 20 and 21 and
          any  claim or  cause  of  action  based  on  fraud  shall  remain
          operative and shall  survive the  Closing and  the execution  and
          delivery of the  Special Warranty  Deed and shall  not be  merged
          therein;  no   other   representation,  warranty,   covenant   or
          agreements in this  Agreement shall  so survive.   If no  Closing
          occurs  hereunder, the covenants,  agreements and indemnities set
          forth  in  Sections  12,  16(b)  and  17b(c)  shall  survive  the
          termination of this Agreement.

               22.  Deposit.   (a) At  the Closing,  the Title  Company, as
          Escrow Agent, shall deliver the Deposit to Seller and deliver all
          interest earned on the  Deposit to Seller, and all  such interest
          shall be received by Seller as a credit against, and in reduction
          of, the Balance.

               (b)  If title  to  the Property  has not  closed under  this
          Agreement  because of the inability of Seller to close under this
          Agreement, or because of a default by Seller causing a failure to
          close under this  Agreement or because of  Buyer's termination of
          this  Agreement  as  permitted  by  and in  accordance  with  the
          provisions herein contained, or because any of the  conditions to
          the obligations  of Buyer set  forth in Section  8 have not  been
          satisfied, the  Title Company shall promptly  return the Deposit,
          plus all interest earned thereon, to Buyer, less any amount to be
          paid to Seller  pursuant to  Section 16, upon  being notified  in 
          writing by Buyer and Seller (i) of the amount, if any, to be paid
          to Seller pursuant to Section 16 and (ii) that Buyer has returned
          to Seller all  documents provided  by Seller or  Broker to  Buyer
          pursuant to this Agreement and the Confidentiality Agreement.
            
               (c)  If  (i)  Buyer has  not  terminated  this Agreement  as
          permitted  by  and  in  accordance  with  the  provisions  herein
          contained and (ii)  title to  the Property has  not closed  under
          this Agreement because of  the inability of Buyer to  close under
          this  Agreement,  or because  of a  default  by Buyer  under this
          Agreement,  Seller shall  retain the  Deposit, plus  all interest
          earned thereon.

               23.  Termination,  Default  and  Remedies.    (a)   If  this
          Agreement is  terminated  by either  party  pursuant to  a  right
          expressly  given it to  do so hereunder (herein  referred to as a
          "Permitted  Termination"), except  for  a  termination by  Seller
          because  of the default of  Buyer, the Deposit  together with all
          interest earned  thereon shall immediately be  returned to Buyer,
          less any amount to be paid to Seller pursuant to Section 16, upon
          being notified in writing by Buyer and  Seller (i) of the amount,
          if any, to be paid to Seller pursuant to Section 16 and (ii) that
          Buyer  has returned to Seller all documents provided by Seller or
          Broker   to   Buyer   pursuant   to  this   Agreement   and   the
          Confidentiality Agreement

               (b)  Default by  Seller.   (i)  Seller shall  be in  default
          hereunder upon the occurrence of any one or more of the following
          events:

                    (A)  any of  Sellers' warranties or representations set
               forth  herein  are  untrue  or inaccurate  in  any  material
               respect; or

                    (B)  Seller shall  fail, in any material way,  to meet,
               comply with or perform any covenant, agreement or obligation
               on  its part  required, within  the time  limits and  in the
               manner required in this Agreement, for any reason other than
               a Permitted Termination.

               (ii)  In the event of  a default by Seller hereunder,  Buyer
          may, at Buyer's option, either:

                    (A)    terminate  this  Agreement  by  written   notice
               delivered to Seller  at or  prior to the  Closing, in  which
               event the  Deposit and all interest earned  thereon shall be
               paid to Buyer;

                    (B)   enforce  specific performance  of this  Agreement
               against Seller (it being understood, however, that should an
               expenditure  in excess of $250,000 be required to be made in
               order to remedy  any such default, Seller shall be obligated
               to expend no more  that $250,000, and, in any  event, should
               such default  not  be remedied  within  6 months  after  the 
               scheduled Closing  Date, Buyer's sole remedy  shall be under
               either Section 23(b)(ii)(A) or 23(b)(ii)(C)); or

                    (C)  pursue an action for damages (it being understood,
               however, that the sole measure of damages in any such action
               shall be recovery of Fees-And-Costs expended by Buyer in its
               Due Diligence Review, such  Fees-And-Costs not to exceed, in
               any event, $250,000).

               (iii)   In the event of a  default by Seller in the covenant
          set   forth  in   Section  17a(j)  hereof   (excluding,  however,
          involuntary liens or encumbrances), Buyer may, at Buyer's option,
          either:

                    (A)   enforce  specific performance  of this  Agreement
               against Seller, without any limitation on the expenditure by
               Seller to cure such voluntary lien or encumbrance; or

                    (B)  pursue Buyer's remedies under Section 23(b)(ii)(A)
               or 23(b)(ii)(C).

               (c)  Default  by  Buyer.   (i)  Buyer  shall  be in  default
          hereunder upon the occurrence of any one or more of the following
          events:

                    (A)   any of Buyer's warranties  or representations set
               forth  herein  are  untrue  or inaccurate  in  any  material
               respect; or 
                    (B)   Buyer shall fail,  in any material  way, to meet,
               comply with or perform any covenant, agreement or obligation
               on  its part  required, within  the time  limits and  in the
               manner required in this Agreement, for any reason other than
               a Permitted Termination.
                
               (ii)  In the event  of a default by Buyer  hereunder, Seller
          may  as its  sole remedy  terminate this  Agreement by  notice to
          Buyer and retain  the Deposit together  with all interest  earned
          thereon, it being agreed  between Buyer and Seller that  such sum
          shall  be liquidated  damages for  a default  by Buyer  hereunder
          because  of  the  difficulty,  inconvenience and  uncertainty  of
          ascertaining actual damages for such default.

               (d)  Notice  and Opportunity  to Cure.   In  the  event that
          either party is in default under the terms of this Agreement, the
          non-defaulting  party shall  give  the  defaulting party  written
          notice   specifically  setting   forth  such  default,   and  the
          defaulting party shall have  five (5) business days to  cure such
          default.    If the  defaulting party  fails  to cure  the default
          within  such five  (5)  business day  period, the  non-defaulting
          party shall have the right to pursue its remedies as set forth in
          this Section 23.

               24.  Assignment.   This Agreement  shall not be  assigned by
          either party  hereto  without the  prior written  consent of  the 
          other party; provided, however, that Buyer may assign its  rights
          and  obligations under this Agreement to an entity in which Buyer
          or its principals are the principals, if such other entity timely
          complies with Section  17b(a) and  (b) and  Buyer remains  liable
          under this Agreement.

               25.  Supplemental  Documents.  The  parties agree to execute
          all documents which may reasonably  be required to effectuate the
          terms and provisions of this Agreement.

               26.  Definitions.    (a)  In  this  Agreement,  and  in  the
          Exhibits and Schedules attached hereto  (unless expressly defined
          otherwise),  the  following  words  and phrases  shall  have  the
          following meanings:

               "Amendment"   means   an  amendment,   renewal,  supplement,
          modification,  expansion, restatement,  extension,  or any  other
          change or revision.

               "Encumbrance"  means   any  and  every   mortgage,  security
          agreement,   security  interest,   lien,  levy,   lease,  pledge,
          hypothecation,  charge,  claim,   license,  judgment,   covenant,
          easement, and/or any other encumbrance or restriction of  any and
          every kind whatsoever.

               "EntelCom  System"  means  an   enhanced  telecommunications
          system made available for lease  by Seller to the Tenants in  the
          Property  providing the services  more particularly  described on
          Exhibit "N" attached hereto.

               "Fees-And-Costs" means reasonable fees, charges and expenses
          of   attorneys,   architects,   engineers,    expert   witnesses,
          consultants and other Persons,  and all other charges due  any of
          the foregoing (including costs of photographic reproduction, word
          processing,  transcripts and  printing of  briefs and  records on
          appeal).

               "Government Entity"  means the  United States, the  State of
          Texas,  the City  of Austin, Texas,  any other  State in  which a
          party to this Agreement  is incorporated and any  municipality or
          other  political subdivision  of  any of  the foregoing,  and any
          agency,  authority, department, court,  commission or other legal
          entity of any  of the foregoing  asserting jurisdiction over  the
          Property or any portion thereof or over any of  the operations of
          businesses located within the Property.

               "Hazardous Materials" means  (a) asbestos,  radon gas,  urea
          formaldehyde foam  insulation,  transformers or  other  equipment
          which   contain   dielectric    fluid   containing   levels    of
          polychlorinated byphenyls  in excess  of federal or  Texas safety
          guidelines, whichever are more stringent, (b) any solid or liquid
          wastes  (including hazardous  wastes), hazardous  air pollutants,
          hazardous substances, hazardous chemical substances and mixtures,
          toxic substances, pollutants and  contaminants, as such terms are 
          defined  in  the National  Environmental  Policy  Act (42  U.S.C.
          Section 4321 et seq.), the Comprehensive Environmental  Response,
          Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et
          seq.), as amended by the Superfund Amendments and Reauthorization
          Act  of 1986,  the  Resource Conservation  and  Recovery Act  (42
          U.S.C. Section 6901  et seq.),  as amended by  the Hazardous  and
          Solid   Wastes  Amendments  of   1984,  the  Hazardous  Materials
          Transportation Act,  the Toxic Substances Control  Act, the Clean
          Water Act  (33 U.S.C. Section 1321  et seq.), the Clean  Air Act,
          the  Occupational Safety and Health Act (29 U.S.C. Section 651 et
          seq.),   and  laws   of  any   other  Government   Entity  having
          jurisdiction over  the Property  regulating any of  the foregoing
          matters or items,  as such  laws and regulations  may be  amended
          and/or supplemented from time to time, and (c) any other chemical
          material  or substance, exposure  to which is  prohibited, or, to
          the  extent limited  or regulated,  limited or  regulated  by any
          Government Entity.

               "Legal   Proceeding"   means    any   action,    litigation,
          arbitration,  administrative  proceedings,  and  other  legal  or
          equitable proceeding of any kind.

               "Person"   means  an   individual  person,   a  corporation,
          partnership,  trust,  joint   venture,  proprietorship,   estate,
          association,   Government   Entity  or   other   incorporated  or
          unincorporated enterprise, entity or organization of any kind.

               "Seller's  knowledge" means the  current actual knowledge of
          the officers and directors of Seller and FIC Property Management,
          Inc.  ("Seller's Knowledgeable  Parties")  and does  not  include
          constructive knowledge.   No examination, inspection  or research
          is required or implied,  nor is there any obligation that  any of
          Seller's   Knowledgeable  Parties   make  any   special  inquiry.
          However, the  phrase does  obligate Seller  to make a  reasonable
          inquiry of Seller's Knowledgeable Parties  to determine if any of
          them  have  current  actual  knowledge  relating  to any  of  the
          representations or warranties made by Seller in this Agreement.

               "Tenant"  means a tenant, subtenant, undertenant or occupant
          under a Lease.

               "Violation" means any note or notice of any violation of law
          noted  in  or issued  by any  Government  Entity against  or with
          respect to the Property.

               (b)  Unless  specified  to   the  contrary,  references   to
          Sections,  Exhibits  and Schedules  mean the  particular Section,
          Exhibit  or  Schedule  in or  to  this  Agreement,  all of  which
          Exhibits  and Schedules are made  a part hereof  for all purposes
          the  same as  if set  forth herein  verbatim; it  being expressly
          understood that if  any Exhibit  attached hereto which  is to  be
          executed and delivered at Closing contains blanks, the same shall
          be  completed correctly  and  in accordance  with  the terms  and
          provisions contained  herein and as contemplated  herein prior to 
          or at the time of execution and delivery thereof.

               (c)  Wherever used in this Agreement;

                    (i)    the  words  "include" or  "including"  shall  be
               construed as  incorporating, also,  "but not limited  to" or
               "without limitation";

                    (ii)    the  word  "day" means  a  calendar  day unless
               otherwise specified;

                    (iii)   the word "party" means each and every Person on
               whose  behalf this Agreement has  been signed at  the end of
               this Agreement;

                    (iv)   the word  "law" (or  "laws") means any  statute,
               ordinance,  resolution,  regulation,   code,  rule,   order,
               decree,  judgment,  injunction,  mandate  or  other  legally
               binding requirement of a Government Entity; and

                    (v)   each reference to the Property shall be deemed to
               include "and/or any portion thereof".

               27.  Notices.   Any  notice or demand provided for  or given
          pursuant to this Agreement  shall be in writing and served on the
          parties  at  the addresses  listed below.    Any notice  shall be
          either (a) personally delivered to  the address set forth  below,
          in  which  case it  shall  be deemed  delivered  on  the date  of
          delivery to  the addressee; (b)  sent by registered  or certified
          mail/return receipt requested,  in which case it  shall be deemed
          delivered three (3)  business days  after deposited  in the  U.S.
          Mail;  (c) sent by a nationally  recognized overnight courier, in
          which  case it  shall be  deemed delivered  one (1)  business day
          after   deposit    with   such   courier;   or    (d)   sent   by
          telecommunications  ("Fax")  in which  case  it  shall be  deemed
          delivered  on the day sent,  provided an original  is received by
          the addressee by a nationally recognized overnight courier within
          one (1)  business day of the  Fax.  The addresses  and Fax number
          listed  herein  may be  changed by  written  notice to  the other
          parties, provided, however, that no notice of a change of address
          or Fax number shall be effective  until date of delivery of  such
          notice.  Copies of notice are for informational purposes only and
          a failure  to give or receive  copies of any notice  shall not be
          deemed a  failure to give  notice.  For  purposes of  notice, the
          addresses of the parties shall be as follows:

               If to Seller:       Investors Life Insurance Company of
                                   North America
                                   701 Brazos, Suite 1400
                                   Austin, Texas  78701
                                   Attn:  James M. Grace
                                          Executive Vice President
                                   Fax Number: (512) 404-5051 

               with a copy to:     William D. Brown, Esq.
                                   Sneed, Vine, Wilkerson, Selman & Perry
                                   901 Congress Avenue
                                   Austin, Texas  78701
                                   Fax Number: (512) 476-1825

               If to Buyer:        Omni Congress Joint Venture
                                   823 Congress Avenue
                                   Suite 1111
                                   Austin, Texas  78701
                                   Attn: Tom Stacy
                                   Fax Number: (512) 476-9099

               with a copy to:     Bruce T. Morrison
                                   Attorney at Law
                                   5929 Balcones Dr., Suite 300
                                   Austin, Texas  78731
                                   Fax Number:  (512) 452-6395

               28.  Section Headings.   The  section headings are  inserted
          solely  for the convenience of reference and shall not affect the
          construction or interpretation of this Agreement.

               29.  Entire Contract.  This Agreement constitutes the entire
          contract between  the  parties  hereto and  there  are  no  other
          understandings, oral  or written, relating to  the subject matter
          hereof, other than the Confidentiality Agreement, which continues
          in  effect.   This  Agreement may  not  be changed,  modified  or
          amended,  in whole or in  part, except in  writing, signed by all
          parties.

               30.  Invalid  Provisions.    If  any  one  or  more  of  the
          provisions  of this Agreement,  or the applicability  or any such
          provision  to  a specific  situation,  shall be  held  invalid or
          unenforceable, such  provision shall  be modified to  the minimum
          extent  necessary  to  make  it  or  its  application  valid  and
          enforceable,  and the  validity and  enforceability of  all other
          provisions of  this Agreement and  all other applications  of any
          such provision shall not be affected thereby.

               31.  Construction.      The   words    "herein",   "hereof",
          "hereunder"  and other similar compounds of the words "here" when
          used  in this Agreement shall  refer to the  entire Agreement and
          not to any  particular provision or section.  If  the last day of
          any time period stated herein shall fall on a Saturday, Sunday or
          legal holiday, then  the duration  of such time  period shall  be
          extended so that it shall end on the next succeeding day which is
          not a Saturday,  Sunday or legal holiday.  Whenever  used in this
          Agreement, the singular shall include the  plural, the plural the
          singular, and the  use of any  gender shall be applicable  to all
          genders.   Marginal notes  are inserted for  convenience only and
          shall not form part of the text of this Agreement.

               32.  Covenant  Not to Record.   Buyer  will not  record this 
          Agreement.    An  attempted  recording of  this  Agreement  shall
          constitute a default hereunder on the part of Buyer.

               33.  Choice of Law.   This Agreement  shall be construed  in
          accordance with and enforceable under the laws of Texas and shall
          be fully performable in Travis County, Texas.

               34.  Binding Effect.   Subject to the  provisions of Section
          24, this Agreement and  terms and conditions shall extend  to and
          be  binding  upon the  parties  hereto and  their  successors and
          assigns.

               35.  Counterparts  and   Copies.    This  Agreement  may  be
          executed in several counterparts, which when taken together shall
          be deemed  to be an original.  Each executed copy shall be deemed
          an original.

               36.  Effective  Date.    The   date  of  formation  of  this
          Agreement  (herein called  the  "Effective Date",  "date of  this
          Agreement" or  "date hereof") shall for all purposes be September
          5, 1995. 

               WITNESS the due execution hereof as of the day and year  set
          forth below.

                                             SELLER:

                                             INVESTORS LIFE INSURANCE COMPANY
                                             OF NORTH AMERICA
                                             By:/s/ Roy F. Mitte           
                                             Title: President              

                                             Date of Execution: 9-1-95    


                                             BUYER:

                                             OMNI CONGRESS JOINT VENTURE
                                             By:/s/ Tom Stacy              

                                             Title: Managing Venturer      

                                             Date of Execution: 9-1-95     


                                  RECEIPT OF DEPOSIT
                            AND AGREEMENT OF ESCROW AGENT

               Escrow  Agent   hereby  acknowledges  the  receipt   of  the
          following:

                    (i)       one (1)  fully signed  and  executed copy  of
                              this Agreement; and 

                    (ii)      the Deposit in the amount of $500,000.00.

               Escrow  Agent hereby agrees to act as Escrow Agent under and
          pursuant to the terms of this Agreement.

                                             ESCROW AGENT:

                                             HERITAGE TITLE COMPANY OF
                                             AUSTIN, INC.
                                             By:/s/ Jan Cox Dwyer          

                                             Title: Senior Vice President 

                                             Date of Execution: 9-5-95     


                                     Exhibit "A"

                         METES AND BOUNDS DESCRIPTION OF LAND

                                     Exhibit "B"

                              TANGIBLE PERSONAL PROPERTY

                          (to be delivered by Delivery Date)

                                    EXHIBIT "C-1"

                                    AUSTIN CENTRE
                                    OFFICE LEASES

                          (to be delivered by Delivery Date)

                                    EXHIBIT "C-2"

                                    AUSTIN CENTRE
                                  RESIDENTIAL LEASES

                          (to be delivered by Delivery Date)

                                    EXHIBIT "C-3"

                                    AUSTIN CENTRE
                                   ENTELCOM LEASES

                          (to be delivered by Delivery Date)

                                     Exhibit "D"

                                 PERMITTED EXCEPTIONS

          1.   Taxes for 1995 and subsequent years.

          2.   Terms, conditions and stipulations set out in City of Austin 
               License  Agreement dated  May  6, 1986,  recorded in  Volume
               9824,  Page  225  in the  Real  Property  Records  of Travis
               County,  Texas,  said  Agreement  having  been  affected  by
               Assignment  and Assumption of License Agreement dated August
               22, 1991, by and  between Texas AP, Inc. and  Investors Life
               Insurance  Company of  North  America,  recorded  in  Volume
               11506,  Page  188 of  the  Real Property  Records  of Travis
               County,  Texas  (pertains  to   rights  and  obligations  to
               maintain landscaping in the right-of-way).

          3.   Cable  Television Installation  Agreement  dated October  2,
               1992,  recorded  in  Volume  11791, Page  816  of  the  Real
               Property Records of Travis County, Texas.

          4.   Rights  of tenants  in  possession under  written leases  or
               occupancy agreements.

          5.   Improvements consisting of  steps, vault entrances  with gas
               meter  and  water meter,  thresholds, vents,  lighted fabric
               banners, pump test connection  and fire stand pipes situated
               outside of property boundary, as  shown on survey dated July
               15, 1991 and revised on July 30, 1991, prepared by Donald J.
               Kirby, a Registered Professional Land Surveyor No. 2508.

                                     Exhibit "E"

                                              Grantee's Address:
                                              Omni Congress Joint Venture
                                              823 Congress Avenue
                                              Suite 1111
                                              Austin, Texas  78701

                                SPECIAL WARRANTY DEED

          STATE OF TEXAS                 
                                             KNOW ALL MEN BY THESE PRESENTS:
          COUNTY OF TRAVIS               

               THAT INVESTORS  LIFE INSURANCE  COMPANY OF NORTH  AMERICA, a
          Washington  corporation ("Grantor"), for  and in consideration of
          the sum of Ten Dollars ($10.00) cash  and other good and valuable
          consideration paid by OMNI CONGRESS  JOINT VENTURE, a Texas joint
          venture ("Grantee"), whose address  is 823 Congress Avenue, Suite
          1111,  Austin,  Texas 78701,  HAS  GRANTED,  BARGAINED, SOLD  and
          CONVEYED, and  by these  present DOES  GRANT,  BARGAIN, SELL  and
          CONVEY  unto Grantee  all that  certain land  situated in  Travis
          County, Texas, and  described on  Exhibit "A"  which is  attached
          hereto  and incorporated  herein by  reference for  all purposes,
          together   with  all   appurtenances   thereon  or   in   anywise
          appertaining thereto and all  buildings, structures, fixtures and
          improvements  located   thereon  (said  land,   improvements  and
          appurtenances   being   herein  together   referred  to   as  the 
          "Property").

               This conveyance is made  subject to the Permitted Exceptions
          set forth in Exhibit "B" hereto.

               TO HAVE AND TO HOLD the Property unto Grantee, and Grantee's
          successors  and assigns  forever,  and Grantor  does hereby  bind
          Grantor,  and Grantor's  successors  and assigns  to WARRANT  and
          FOREVER  DEFEND, all and  singular the Property  unto Grantee and
          Grantee's successors and assigns, against every person whomsoever
          lawfully  claiming or to claim the  same or any part thereof, by,
          through or under Grantor, but not otherwise.

               For the same consideration, Grantor hereby GRANTS, BARGAINS,
          SELLS  and CONVEYS,  without  warranty, express  or implied,  all
          interest,  if any, of  Grantor in  (i) strips  or gores,  if any,
          between  the  Property  and  abutting  properties  and  (ii)  any
          easements, covenants  and other  rights  appurtenant thereto  and
          (iii)  any land lying in  the bed of any street, road, avenue  or
          alley, open or closed, in front  of or adjoining the Property, to
          the center line thereof.

               GRANTEE ACKNOWLEDGES  AND AGREES THAT GRANTOR  HAS NOT MADE,
          DOES   NOT  MAKE   AND   SPECIFICALLY  DISCLAIMS   ANY  AND   ALL
          REPRESENTATIONS, WARRANTIES, PROMISES,  COVENANTS, AGREEMENTS  OR
          GUARANTIES OF  ANY KING OR CHARACTER  WHATSOEVER, WHETHER EXPRESS
          OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR  FUTURE, OF, AS TO,
          CONCERNING OR WITH  RESPECT TO THE  PROPERTY, INCLUDING, BUT  NOT
          LIMITED TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY;
          (B)  THE  INCOME   TO  BE  DERIVED  FROM   THE  PROPERTY;(C)  THE
          SUITABILITY OF THE PROPERTY  FOR ANY AND ALL ACTIVITIES  AND USES
          WHICH  GRANTEE MAY CONDUCT THEREON;  (D) THE COMPLIANCE  OF OR BY
          THE  PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCE OR
          REGULATIONS  OF ANY  APPLICABLE GOVERNMENTAL  AUTHORITY  OR BODY,
          INCLUDING, BUT NOT LIMITED TO, ANY STATE OR FEDERAL ENVIRONMENTAL
          LAW, RULE OR REGULATION; (E) THE HABITABILITY, MERCHANTABILITY OR
          FITNESS  OF THE  PROPERTY FOR  A PARTICULAR  PURPOSE; OR  (F) ANY
          OTHER MATTER WITH RESPECT TO  THE PROPERTY.  EXCEPT AS SET  FORTH
          IN THE  AGREEMENT OF SALE DATED September 5, 1995 FOR THE SALE OF
          THE  PROPERTY,  GRANTEE HEREBY  WAIVES  ANY  SUCH REPRESENTATION,
          WARRANTY, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES.

               EXECUTED this    day of           , 1995.

                                        GRANTOR:

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA, a Washington
                                        corporation

                                        By:                                
                                        Title:                             

                                        GRANTEE: 

                                        OMNI CONGRESS JOINT VENTURE,
                                        a Texas joint venture

                                        By:                                
                                        Title:                             

          STATE OF TEXAS                      
                                              
          COUNTY OF TRAVIS                    

               This instrument  was acknowledged before me  on            ,
          1995, by                    ,                       of  Investors
          Life  Insurance   Company   of  North   America,   a   Washington
          corporation, on behalf of said corporation.

                                                                          

                                        Notary Public in and for the State
          (S E A L)                     of Texas

          STATE OF TEXAS                      
                                              
          COUNTY OF TRAVIS                    

               This instrument  was acknowledged before me  on            ,
          1995, by                      ,                         of   Omni
          Congress  Joint Venture, a Texas joint venture, on behalf of said
          joint venture.

                                                                          

                                        Notary Public in and for the State
          (S E A L)                     of Texas

                                     Exhibit "F"

                         ASSIGNMENT AND ASSUMPTION OF LEASES

               THIS ASSIGNMENT AND ASSUMPTION OF  LEASES (the "Assignment")
          is made as of                   , 1995, by and  between INVESTORS
          LIFE INSURANCE COMPANY OF NORTH AMERICA, a Washington corporation
          ("Assignor"), whose  mailing address  is 701 Brazos,  Suite 1400,
          Austin,  Texas 78701  and OMNI  CONGRESS JOINT  VENTURE, a  Texas
          joint venture ("Assignee"), whose mailing address is 823 Congress
          Avenue, Suite 1111, Austin, Texas 78701.

                               Introductory Provisions:

                    The   following  provisions   form  a   part  of   this
          Assignment:

               A.   Assignor or Assignor's  predecessor in title heretofore
          entered into certain leases  (the "Leases") with tenants covering 
          office  space, retail  space,  apartment units,  hotel rooms  and
          other  hotel facilities  and the  use of  a telephone  system all
          located in  a certain multi-use  complex known as  Austin Centre,
          located on certain  land situated  in Travis  County, Texas  (the
          "Property") and described on Exhibit "A" which is attached hereto
          and incorporated herein by reference for all purposes.

               B.   Attached hereto as Exhibit  "B" and incorporated herein
          by  reference for all  purposes is a  true and correct  copy of a
          list of the Leases presently in force.

               C.   Assignee   desires  to  purchase   from  Assignor,  and
          Assignor  desires  to  sell  and  assign   to  Assignee,  all  of
          Assignor's interest in the Leases and all of the rights, benefits
          and privileges of the lessor thereunder.

               THEREFORE,  in  consideration  of   the  foregoing  and  the
          agreements and covenants herein set forth, together  with the sum
          of Ten Dollars ($10.00) and other good and valuable consideration
          this  day paid and delivered by Assignee to Assignor, the receipt
          and  sufficiency  of all  of  which  are hereby  acknowledged  by
          Assignor,  Assignor does  hereby ASSIGN,  TRANSFER, SET  OVER and
          DELIVER  unto Assignee any and all of Assignor's right, title and
          interest in and to all Leases pertaining to the Property, and all
          of  the rights, benefits and  privileges of the lessor thereunder
          including without  limitation those with respect  to all security
          deposits,  prepaid rentals  and reservation  deposits  made under
          Leases and not  returned  to  tenants, but subject to  all terms,
          conditions, reservations and limitations  set forth in the Leases
          (all such  Leases, properties,  rights and interests,  subject as
          aforesaid,  being hereinafter  collectively  referred  to as  the
          "Assigned Leases").

                    This  Assignment  is  made  subject  to  the  Permitted
          Exceptions set forth in Exhibit "C" hereto.

                    TO  HAVE  AND TO  HOLD  all and  singular  the Assigned
          Leases  unto Assignee,  and  Assignee's  successors, and  assigns
          forever,  and Grantor  does  hereby bind  Grantor, and  Grantor's
          successors and assigns  to WARRANT  and FOREVER  DEFEND, all  and
          singular the  Property unto Grantee and  Grantee's successors and
          assigns, against every person  whomsoever lawfully claiming or to
          claim the same or any part thereof, by, through or under Grantor,
          but not otherwise.

               1.   Words  and phrases  not defined  herein shall  have the
          meanings  attributed to  them in  that certain Agreement  of Sale
          (herein so called) dated September  5, 1995, executed by Assignor
          and Assignee covering the  sale of the Property from  Assignor to
          Assignee.

               2.   Assignor hereby agrees that,  subject to the provisions
          of Section 5 of the Agreement  of Sale, that it shall perform all
          of the terms, covenants and conditions of  the Leases on the part 
          of the lessor therein required to be performed prior to the  date
          hereof (but not those required to be discharged or performed from
          and after the date thereof).

               3.   By  accepting  this Assignment  of  Leases  and by  its
          execution hereof,  Assignee hereby assumes and  agrees to perform
          all of the terms,  covenants and conditions of the  Leases on the
          part of the  lessor therein  required to be  performed, from  and
          after the date  hereof (but  not those required  to be  performed
          prior thereto, except  as specifically provided  in Section 5  of
          the Agreement of Sale).

               4.   Assignee hereby agrees to  indemnify and hold  harmless
          Assignor  from  and  against  and  all  loss,  cost   or  expense
          (including,  without limitation,  Fees  and  Costs) resulting  by
          reason of Assignee's  failure to perform  any of the  obligations
          assumed  by   Assignee  hereunder.    Except   for  the  Physical
          Conditions  Exception  as  described  in  Section  21(a)  of  the
          Agreement of Sale and the matters  described in Section 5 of  the
          Agreement of Sale, Assignor  hereby agrees to indemnify and  hold
          harmless Assignee from and     against  any and all loss, cost or
          expense (including, without limitation, Fees and Costs) resulting
          by reason  of  the failure  of  Assignor to  perform  any of  the
          obligations of  the lessor under any  of the Leases  prior to the
          date hereof.

               5.   All of  the covenants,  terms and conditions  set forth
          herein shall be  binding upon and  shall inure to the  benefit of
          the parties hereto and their respective successors and assigns.

               6.   This Assignment may only be modified, altered, amended,
          or terminated by the written agreement of Assignor and Assignee.

               7.   Any notice,  request, demand, statement or consent made
          hereunder  or in  connection herewith  to any  party shall  be in
          writing and  shall be  sent to  the addresses  and in the  manner
          specified in the Agreement of Sale.

               8.   If any  term, covenant or condition  of this Assignment
          shall  be held  to be  invalid, illegal  or unenforceable  in any
          respect,  this  Assignment  shall   be  construed  without   such
          provision.

               9.   This  Assignment shall  be  governed by  and  construed
          under the  laws  of the  State  of Texas  without  regard to  the
          principles of conflicts of law.

               IN WITNESS WHEREOF, Assignor and Assignee have duly executed
          this Assignment as of the date first above written.

                                             ASSIGNOR:

                                             INVESTORS LIFE INSURANCE COMPANY 
                                             OF NORTH AMERICA
                                             a Washington corporation

                                             By:                           
                                             Title:                        


                                             ASSIGNEE:

                                             OMNI CONGRESS JOINT VENTURE
                                             a Texas joint venture

                                             By:                           
                                             Title:                        


          STATE OF TEXAS                 
                                         
          COUNTY OF TRAVIS               

                    This instrument  was acknowledged before me  on       ,
          1995, by                           ,                           of
          Investors Life  Insurance Company of North  America, a Washington
          corporation, on behalf of said corporation.

          (S E A L)                                                  
                                   Notary Public in and for the State 
                                   of Texas

          STATE OF TEXAS                 
                                         
          COUNTY OF TRAVIS               

                    This instrument was  acknowledged before  me on       ,
          1995, by                      ,            of Omni Congress Joint
          Venture, a                   , on behalf of said                 
          .

          (SEAL)                                                          

                                        Notary Public in and for the State
                                        of Texas

                                     Exhibit "G"

                                     BILL OF SALE

                    THIS BILL OF SALE  (the "Bill of Sale") is  executed by
          INVESTORS LIFE  INSURANCE COMPANY OF NORTH  AMERICA, a Washington
          corporation ("Assignor") to  and for the benefit of OMNI CONGRESS
          JOINT VENTURE, a Texas  joint venture ("Assignee"), whose mailing
          address is 823 Congress Avenue, Suite 1111, Austin, Texas 78701. 



                               Introductory Provisions:

               The following provisions form a part of this Bill of Sale:

               A.   Assignor  and  Assignee  are  parties to  that  certain
          Agreement  of Sale  dated September  5,  1995 (the  "Agreement of
          Sale"),  which  provides, among  other  things, for  the  sale by
          Assignor  to Assignee of that certain land (the "Land") lying and
          being situated in Travis County, Texas, and  described on Exhibit
          "A" which is attached hereto and incorporated herein by reference
          for all  purposes, together with the multi-use complex located on
          the Land and  commonly known as Austin Centre  (the said Land and
          the  improvements  thereon  being   herein  referred  to  as  the
          "Property"), and the execution of this Bill of Sale.

               B.   It is the  desire of Assignor  hereby to sell,  assign,
          transfer and convey to Assignee  all of Assignor's rights, titles
          and  interests in the  below described items  affixed or attached
          to, or  placed or situated upon,  or used or acquired  in any way
          whatsoever in  connection with the complete  and comfortable use,
          enjoyment, occupancy  or operation of the  Property, except those
          not owned by Assignor.

                    THEREFORE, in  consideration of  the foregoing  and Ten
          Dollars ($1.00) and other good and valuable consideration in hand
          paid  by Assignee  to Assignor,  the receipt  and sufficiency  of
          which are hereby acknowledged and confessed by Assignor, Assignor
          does hereby ASSIGN,  TRANSFER, SET OVER  and DELIVER to  Assignee
          all of the following (the "Assigned Properties"):

                    a.   any  and  all  of   Assignor's  right,  title  and
          interest in and to  all fixtures, furniture, furnishings, working
          supplies and articles of personal  property constructed, erected,
          affixed to, attached to, installed or placed in or upon and  used
          in connection  with the occupancy  and operation of  the Property
          including, but not limited to:(i) any and all, if any, mechanical,
          elecrtical,  heating,  air-conditioning,   plumbing,   sprinkler,
          lighting, ventilating and cooling  systems, together  with  their
          respective  appurtenant  gas and  electric  ranges, refrigerators,
          engines, motors, generators,  pipes, wiring  and other  apparatus,
          and all lighting fixtures, doors, cabinets, partitions, elevators,
          electric   motors,  pumps   office   furniture   and   equipment,
          partitions,  vaults,  safes,   electrical,  fire  prevention  and
          extinguishing  equipment, radio,  television, and  public address
          and  amplifying systems,  equipment, parts and  supplies, chairs,
          tables,  beds,  bedsprings,  mattresses,  couches,  lamps,  waste
          baskets,  desks,  silverware,   utensils,  table  and bed  linen,
          towels,  blankets, dishes,  glassware,  mirrors,  carpets,  rugs,
          other floor  coverings, curtains, draperies, pictures,  radio and
          television sets, stationery and office supplies, pianos,  and all
          musical instruments,  bars and  bar equipment,  kitchen utensils,
          and other  furniture and furnishings for  all lobbies, ballrooms,
          dining rooms, bedrooms, guest rooms, baths and  other private and 
          public   rooms,  and  the  furniture,  typewriters,  furnishings,
          equipment, tools, materials and  supplies in all  storerooms  and
          offices;  and (ii)  those  items more  particularly described  on
          Exhibit  "B"  which  is   attached  hereto  and  incorporated  by
          reference for all purposes;

                    b.   all goodwill  owned  by Assignor  related  to  the
          operation of the Property,  including, without limitation any and
          all  of Seller's  right, title  and interest  in and  to (i)  the
          telephone  numbers and  listings of the  Property or  any portion
          thereof,  (ii) any  and  all, if  any,  trade names,  trademarks,
          service  marks,  logos and  all  copyrights  used exclusively  in
          connection with the Property or any portion thereof, except those
          belonging  specifically to Omni  Hotels Management Corporation or
          its affiliates or any tenants of  the Property, and (iii) any and
          all, if any,  video tapes, films, brochures and other advertising
          and promotion materials of  any kind or nature owned  by Assignor
          and  used in connection with  the advertising of  the Property or
          any portion thereof;

                    c.   all books,  records,  tenant, guest  and  customer
          lists for the Property  or any portion thereof owned  by Assignor
          and  in  the  possession of  Assignor  or  any  of the  Managers,
          together with  any  and all,  if  any, files,  reports,  surveys,
          studies, projections,   budgets and strategic  plans prepared for
          Assignor in connection solely with the operation, maintenance and
          management  of the  Property or  any portion  thereof and  in the
          possession of Assignor or any of the Managers;

                    d.   any and all of  Seller's right, title and interest
          in  and  to  any and  all,  if  any,  architects' and  engineers'
          drawings,  plans,   specifications,  models  and   work  product,
          studies, surveys and other materials developed in connection with
          the  construction, repair and maintenance  of the Property or any
          portion  thereof  owned by  Assignor  and  in the  possession  of
          Assignor or any of  the Managers of the  Property or any  portion
          thereof; and

                    e.   all meat, fish and  poultry inventories on hand at
          and other food and non-alcoholic beverage inventories at, and for
          use at,  the Property and  owned by Seller  at 12:01 a.m.  on the
          date hereof.

                    This  Bill of  Sale is  made subject  to the  Permitted
          Exceptions set forth in Exhibit "C" hereto.

                    TO  HAVE  AND  TO  HOLD the  Assigned  Properties  unto
          Assignee,  and  Assignee's  successors and  assigns  forever, and
          Assignor does  hereby  bind Assignor,  Assignor's  successor  and
          assigns  to WARRANT  and  FOREVER DEFEND,  all  and singular  the
          Assigned Properties  unto Assignee and  Assignee's successors and
          assigns, against every person  whomsoever lawfully claiming or to
          claim  the same  or  any  part  thereof,  by,  through  or  under
          Assignor, but not otherwise. 

               The  Assigned  Properties  are  in  a  used  condition,  and
          Assignor is  neither a  manufacturer nor  a  distributor of,  nor
          dealer or merchant in, the Assigned Properties.

               ASSIGNEE ACKNOWLEDGES AND AGREES THAT ASSIGNOR HAS NOT MADE,
          DOES   NOT  MAKE   AND   SPECIFICALLY  DISCLAIMS   ANY  AND   ALL
          REPRESENTATIONS, WARRANTIES, PROMISES,  COVENANTS, AGREEMENTS  OR
          GUARANTIES OF  ANY KIND OR CHARACTER  WHATSOEVER, WHETHER EXPRESS
          OR IMPLIED, ORAL OR WRITTEN, PAST,  PRESENT OR FUTURE, OF, AS TO,
          CONCERNING OR WITH RESPECT TO THE ASSIGNED PROPERTIES, INCLUDING,
          BUT  NOT LIMITED TO: (A) THE  NATURE, QUALITY OR CONDITION OF THE
          ASSIGNED  PROPERTIES;  (B) THE  INCOME  TO  BE DERIVED  FROM  THE
          ASSIGNED    PROPERTIES;  (C)  THE  SUITABILITY  OF  THE  ASSIGNED
          PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH ASSIGNEE MAY
          CONDUCT  THEREON; (D)    THE COMPLIANCE  OF  OR BY  THE  ASSIGNED
          PROPERTIES OR ITS OPERATION WITH ANY LAWS, RULES,  ORDINANCES  OR
          REGULATION  OF  ANY  APPLICABLE  GOVERNMENTAL  AUTHORITY  OR BODY,
          INCLUDING, BUT NOT LIMITED TO, ANY STATE OR FEDERAL ENVIRONMENTAL
          LAW, RULE  OR REGULATION; (E) THE  HABITABILITY,  MERCHANTABILITY
          OR FITNESS OF  THE ASSIGNED  PROPERTIES FOR A PARTICULAR PURPOSE;
          OR (F) ANY OTHER MATTER WITH RESPECT  TO THE ASSIGNED PROPERTIES.
          EXCEPT AS SET FORTH IN THE AGREEMENT  OF SALE DATED  September 5,
          1995  FOR THE SALE  OF THE PROPERTY, ASSIGNEE  HEREBY  WAIVES ANY
          SUCH REPRESENTATION, WARRANTY, PROMISES, COVENANTS, AGREEMENTS OR
          GUARANTIES.

               NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ASSIGNOR IS
          CONVEYING  THE ASSIGNED  PROPERTIES TO  ASSIGNEE "AS  IS", "WHERE
          IS", AND WITH ALL  FAULTS AND SPECIFICALLY AND EXPRESSLY  WITHOUT
          ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS  OR
          IMPLIED,  OF  ANY KIND,  NATURE, OR  TYPE  WHATSOEVER FROM  OR ON
          BEHALF OF THE ASSIGNOR

               1.   Words  and phrases  defined  in the  Agreement of  Sale
          shall have the same meaning herein.

               2.   If any term, covenant or condition of this Bill of Sale
          shall  be held  to be  invalid, illegal  or unenforceable  in any
          respect,  this  Bill of  Sale  shall  be construed  without  such
          provision.

               3.   This  Bill of Sale  shall be governed  by and construed
          under  the  laws of  the  State of  Texas without  regard  to the
          principles of conflicts of law.

                    EXECUTED this     day of               , 1995.

                                        ASSIGNOR:

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA
                                        a Washington corporation

                                        By:                                 
                                        Title:                             


                                        ASSIGNEE:

                                        OMNI CONGRESS JOINT VENTURE
                                         a Texas joint venture

                                        By:                                
                                        Title:                             


                                     Exhibit "H"

                        ASSIGNMENT AND ASSUMPTION OF CONTRACTS
                             AND THE SAINT DAVID'S LEASE

                    THIS  ASSIGNMENT  AND ASSUMPTION  OF CONTRACTS  AND THE
          SAINT DAVID'S LEASE (the "Assignment") is made as of             
          ,  1995, by and between INVESTORS LIFE INSURANCE COMPANY OF NORTH
          AMERICA,  a  Washington corporation  ("Assignor"),  whose mailing
          address  is 701 Brazos, Suite 1400, Austin, Texas 78701, and OMNI
          CONGRESS JOINT VENTURE, a Texas joint venture ("Assignee"), whose
          mailing address is 823 Congress Avenue, Suite 1111, Austin, Texas
          78701.

                               Introductory Provisions:

                    A.   Assignor and Assignee are parties to that  certain
          Agreement  of  Sale dated  September 5,  1995 (the  "Agreement of
          Sale"),  which provides,  among  other things,  for  the sale  by
          Assignor to Assignee  of that  certain tract of  land located  in
          Travis County,  Texas, as more particularly  described on Exhibit
          "A"  attached  hereto and  made  part  hereof for  all  purposes,
          together with the multi-use complex located thereon more commonly
          known as Austin  Centre (the "Property"),  and the execution  and
          delivery of this Assignment.

                    B.   Assignor has certain rights, title and interest in
          and to:

                    1.   the  contracts or  agreements, and  all Amendments
          thereof, for  construction work,  materials, or equipment  or for
          architectural  services,  professional  engineering services,  or
          other services, which entitles the Person furnishing the same  to
          file a lien against  the Property and which  has a term  expiring
          after the date  hereof or under which any amount  remains due and
          owing to the applicable Person, as more particularly described on
          Exhibit "B" attached hereto and made part hereof for all purposes
          (collectively the "Construction Contracts");

                    2.   the  contracts  or   agreements  (other  than  the
          Construction  Contracts)   and   Amendments  thereof,   for   the 
          furnishing   of   management,  maintenance,   repairs,  supplies,
          equipment, or other services  to the Property, including but  not
          limited to, the  equipment leases for the  Entelcom System, which
          have  a term expiring after the date hereof, as more particularly
          described  on  Exhibit  "C"  attached hereto  (collectively,  the
          "Service Contracts"); and

                    3.   that certain  parking lease agreement  (the "Saint
          David's  Lease"),   dated  April  1,   1992,  between  Protestant
          Episcopal  Church Council of the Diocese of Texas and St. David's
          Episcopal  Church, collectively  as landlord (the  "Saint David's
          Landlord")  and  Assignor, as  tenant,  providing  for additional
          parking space for the use of the Property.

                    C.   The Agreement of Sale  requires Assignor to assign
          to Assignee any and  all of Assignor's right, title  and interest
          in  and to  the  Construction Contracts,  Service Contracts,  and
          Saint David's  Lease and  requires Assignee to  assume Assignor's
          obligations under the  Construction Contracts, Service  Contracts
          and Saint David's Lease.

                    THEREFORE, in  consideration of  the foregoing  and the
          agreements and covenants herein set forth, together with  the sum
          of Ten Dollars ($10.00) and other good and valuable consideration
          this  day paid and delivered by Assignee to Assignor, the receipt
          and  sufficiency  of all  of  which  are hereby  acknowledged  by
          Assignor,  Assignor does  hereby ASSIGN,  TRANSFER, SET  OVER and
          DELIVER  unto Assignee any and all of Assignor's right, title and
          interest  in  and  to  the Construction  Contracts,  the  Service
          Contracts, the Saint David's Lease and any and all of the rights,
          benefits and privileges of Assignor thereunder (collectively, the
          "Assigned Agreements").

                    This  Assignment  is  made  subject  to  the  Permitted
          Exceptions set forth in Exhibit "A" attached hereto.

                    TO  HAVE  AND TO  HOLD  all and  singular  the Assigned
          Agreements unto Assignee, and  Assignee's successors, and assigns
          forever.

               1.   Words  and phrases  defined  in the  Agreement of  Sale
          shall have the same meaning herein.

               2.   Assignor  agrees that  it shall  be responsible  to any
          contractors  and vendors  under  the  Construction Contracts  and
          Service Contracts and the Saint David's Landlord under the  Saint
          David's Lease for the  discharge or performance of any  duties or
          obligations to be performed  or discharged by Assignor thereunder
          prior to the date  hereof, but Assignor shall not  be responsible
          to any  contractors or  vendors under the  Construction Contracts
          and Service  Contracts or  the Saint David's  Landlord under  the
          Saint  David's Lease  for the  discharge or  performance  of such
          duties or obligations  to be performed or  discharged by Assignor
          thereunder from and after the date hereof. 

               3.   Assignee hereby  assumes and  agrees to perform  all of
          the terms, covenants and conditions of the Assigned Agreements on
          the part  of Assignor required  to be performed  thereunder, from
          and after the date hereof (but not those required to be performed
          prior thereto).

               4.   Assignee  hereby agrees to  indemnify and hold harmless
          Assignor  from and  against any  and all  loss, liability,  cost,
          claim, damage or expense (including  Fees and Costs) incurred  to
          enforce  any  rights  and/or   secure  any  remedies  under  this
          Assignment resulting  by reason  of the  failure  of Assignee  to
          perform  its  obligations   under  the  Assigned  Agreements   as
          specified in this Assignment and/or Assignee's failure to perform
          its obligations under this Assignment.

               5.   Except   as  to   the  Physical   Conditions  Exception
          described in  Section 21(a)  of the  Agreement of  Sale, Assignor
          hereby  agrees to indemnify  and hold harmless  Assignee from and
          against  any  and all  loss,  liability, cost,  claim,  damage or
          expense (including Fees and Costs) incurred to enforce any rights
          and/or  secure any  remedies under  this Assignment  resulting by
          reason  of  the failure  of Assignor  to perform  its obligations
          under  the Assigned  Agreements as  specified in  this Assignment
          and/or Assignor's  failure to perform its  obligations under this
          Assignment.

               6.   Each  party  shall  sign  and  give  such  notices  and
          consents  as shall be necessary to confirm the provisions of this
          Assignment  to any  other  Persons having  rights or  obligations
          under the Assigned Agreements, as the other may request from time
          to time,  and each party shall  execute and deliver to  the other
          such further  instruments, documents and agreements  as the other
          may reasonably require to make this Assignment effective.

               7.   All of  the covenants,  terms and conditions  set forth
          herein shall be binding  upon and shall inure  to the benefit  of
          the parties hereto and their respective successors and assigns.

               8.   This Assignment may only be modified, altered, amended,
          or terminated by the written agreement of Assignor and Assignee.

               9.   Any notice, request, demand, statement or  consent made
          hereunder  or in  connection herewith  to any  party shall  be in
          writing and  shall be sent  to the  addresses and  in the  manner
          specified in the Agreement of Sale.

               10.  In any  term, covenant or condition  of this Assignment
          shall  be held  to be  invalid, illegal  or unenforceable  in any
          respect,   this  Assignment  shall   be  construed  without  such
          provisions.

               11.  This  Assignment shall  be  governed  by and  construed
          under the laws of the State of Texas without regard to principles
          of conflicts of law. 


               IN WITNESS WHEREOF, Assignor and Assignee have duly executed
          this Assignment as of the day and year first above written.

                                        ASSIGNOR:

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA
                                        a Washington corporation
                                        By:                                
                                        Title:                             

                                        ASSIGNEE:

                                        OMNI CONGRESS JOINT VENTURE
                                        a Texas joint venture

                                        By:                                
                                        Title:                             

                                     Exhibit "I"

                  ASSIGNMENT AND ASSUMPTION OF LICENSES AND PERMITS

               THIS ASSIGNMENT AND ASSUMPTION  OF LICENSES AND PERMITS (the
          "Assignment") is made as of                            , 1995, by
          and between INVESTORS LIFE INSURANCE  COMPANY OF NORTH AMERICA, a
          Washington corporation ("Assignor"), whose mailing address is 701
          Brazos, Suite 1400, Austin, Texas 78701, and OMNI CONGRESS  JOINT
          VENTURE,  a  Texas  joint  venture  ("Assignee"),  whose  mailing
          address is 823 Congress Avenue, Suite 1111, Austin, Texas 78701.

                               Introductory Provisions:

               The following provisions form a part of this Assignment:

               A.   Assignor  and  Assignee  are parties  to  that  certain
          Agreement of  Sale dated  September  5, 1995  (the "Agreement  of
          Sale")  which  provides,  among other  things,  for  the  sale by
          Assignor to Assignee  of that  certain tract of  land located  in
          Travis County,  Texas, as more particularly  described on Exhibit
          "A" attached  hereto  and  made  part hereof  for  all  purposes,
          together with the multi-use complex located thereon more commonly
          known as Austin  Centre (the "Property"),  and the execution  and
          delivery of this Assignment.

               B.   Assignor has certain rights,  title and interest in and
          to  the  building  and  other  permits,  certificates,  licenses,
          franchises,  authorizations and  approvals granted  by Government
          Entities  necessary or  useful  in connection  with the  Property
          and/or  the operation of the Improvements or any part thereof, as
          more particularly  described on  Exhibit "B" attached  hereto and
          made a part hereof for all purposes (the "Licenses and Permits").

               C.   The Agreement  of Sale  requires Assignor to  assign to 
          Assignee any and all  of Assignor's right, title and  interest in
          and to the Licenses  and Permits and requires Assignee  to assume
          Assignor's obligations under the Licenses and Permits.

               THEREFORE,  in  consideration  of  the   foregoing  and  the
          agreements  and covenants herein set forth, together with the sum
          of Ten Dollars ($10.00) and other good and valuable consideration
          this  day paid and delivered by Assignee to Assignor, the receipt
          and  sufficiency  of  all  of which  are  hereby  acknowledged by
          Assignor,  Assignor does  hereby ASSIGN,  TRANSFER, SET  OVER and
          DELIVER  unto Assignee any and all of Assignor's right, title and
          interest in and to the Licenses and Permits, excluding the Liquor
          Licenses,  and any and all of the rights, benefits and privileges
          of Assignor thereunder.

               This Assignment is made  subject to the Permitted Exceptions
          set forth in Exhibit "C" attached hereto.

               TO  HAVE AND  TO  HOLD all  and  singular the  Licenses  and
          Permits  unto Assignee,  and Assignee's  successors,  and assigns
          forever.

               1.   Words  and phrases  defined  in the  Agreement of  Sale
          shall have the same meaning herein.

               2.   Assignor  agrees that  it shall  be responsible  to all
          applicable Government Entities and Persons under the Licenses and
          Permits  for  the  discharge  or  performance  of  any  duties or
          obligations to be performed  or discharged by Assignor thereunder
          prior to the date  hereof, but Assignor shall not  be responsible
          to  any  Government Entities  or Persons  under the  Licenses and
          Permits for  the  discharge  or  performance of  such  duties  or
          obligations to be performed  or discharged by Assignor thereunder
          from and after the date hereof.

               3.   Assignee hereby  assumes and  agrees to perform  all of
          the terms,  covenants and conditions of the  Licenses and Permits
          on the part of Assignor required to be performed thereunder, from
          and after the date hereof (but not those required to be performed
          prior thereto).

               4.   Assignee  hereby agrees to  indemnify and hold harmless
          Assignor  from and  against any  and all  loss,  liability, cost,
          claim, damage or  expense (including Fees and  Costs) incurred to
          enforce  any  rights  and/or   secure  any  remedies  under  this
          Assignment resulting  by reason  of  the failure  of Assignee  to
          perform its obligations under  the Licenses and Permits from  and
          after the  date hereof and/or  Assignee's failure to  perform its
          obligations under this Assignment.

               5.   Except   as  to   the  Physical   Conditions  Exception
          described in  Section 21(a)  of the  Agreement of Sale,  Assignor
          hereby agrees  to indemnify and  hold harmless Assignee  from and
          against any  and  all loss,  liability,  cost, claim,  damage  or 
          expense (including Fees and Costs) incurred to enforce any rights
          and/or  secure any  remedies under  this Assignment  resulting by
          reason  of the  failure of  Assignor to  perform its  obligations
          under  the Licenses and Permits  prior to the  date hereof and/or
          Assignor's  failure  to   perform  its  obligations  under   this
          Assignment.

               6.   Each  party  shall  sign  and  give  such  notices  and
          consents  as shall be necessary to confirm the provisions of this
          Assignment to any other Person having rights or obligations under
          the Licenses  and Permits as  the other may request  from time to
          time, and each party shall execute and deliver to the other  such
          further instruments,  documents and  agreements as the  other may
          reasonably require to make this Assignment effective.

               7.   All of  the covenants,  terms and conditions  set forth
          herein shall be  binding upon and  shall inure to the  benefit of
          the parties hereto and their respective successors and assigns.

               8.   This Assignment may only be modified, altered, amended,
          or terminated by the written agreement of Assignor and Assignee.

               9.   Any notice, request, demand, statement or consent  made
          hereunder  or in  connection herewith  to any  party shall  be in
          writing and  shall be  sent to  the addresses  and in the  manner
          specified in the Agreement of Sale.

               10.  If any  term, covenant or condition  of this Assignment
          shall  be held  to be  invalid, illegal  or unenforceable  in any
          respect,  this   Assignment  shall  be   construed  without  such
          provisions.

               11.  This  Assignment  shall be  governed  by  and construed
          under the laws of the State of Texas without regard to principles
          of conflicts of law.

               IN WITNESS WHEREOF, Assignor and Assignee have duly executed
          this Assignment as of the day and year first above written.

                                        ASSIGNOR:

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA
                                        a Washington corporation

                                        By:                                
                                        Title:                             

                                        ASSIGNEE:

                                        OMNI CONGRESS JOINT VENTURE
                                        a Texas joint venture

                                        By:                                 
                                        Title:                             


                                     Exhibit "J"

                ASSIGNMENT AND ASSUMPTION OF WARRANTIES AND GUARANTIES

               THIS ASSIGNMENT AND ASSUMPTION OF WARRANTIES  AND GUARANTIES
          (the "Assignment") is made as of                          , 1995,
          by and between INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA,
          a Washington  corporation ("Assignor"), whose mailing  address is
          701  Brazos, Suite  1400, Austin,  Texas 78701 and  OMNI CONGRESS
          JOINT VENTURE, a                     ("Assignee"),  whose mailing
          address is 823 Congress Avenue, Suite 1111, Austin, Texas 78701.

                               Introductory Provisions:

               The following provisions form a part of this Assignment:

               A.   Assignor  and  Assignee  are  parties to  that  certain
          Agreement of  Sale dated  September 5,  1995  (the "Agreement  of
          Sale"),  which provides,  among  other things,  for  the sale  by
          Assignor to Assignee  of that  certain tract of  land located  in
          Travis County,  Texas, as more particularly  described on Exhibit
          "A"  attached  hereto and  made  part  hereof  for all  purposes,
          together with the multi-use complex located thereon more commonly
          known as  Austin Centre (the  "Property"), and the  execution and
          delivery of this Assignment.

               B.   Assignor has certain rights,  title and interest in and
          to  the unexpired  warranties and  guaranties and  payment and/or
          performance  bonds  provided  in  connection  with  any  work  or
          services  provided  under  the  Construction  Contracts,  Service
          Contracts or otherwise in connection with the construction and/or
          operation  of the  Property,  as more  particularly described  on
          Exhibit  "B" attached  hereto  and made  a  part hereof  for  all
          purposes (the "Warranties and Guaranties").

               C.   The Agreement  of Sale  requires Assignor to  assign to
          Assignee any and all  of Assignor's right, title and  interest in
          and to the  Warranties and  Guaranties and  requires Assignee  to
          assume   Assignor's   obligations   under  the   Warranties   and
          Guaranties.

               THEREFORE,  in  consideration  of  the  foregoing  and   the
          agreements and covenants herein set forth, together  with the sum
          of Ten Dollars ($10.00) and other good and valuable consideration
          this  day paid and delivered by Assignee to Assignor, the receipt
          and  sufficiency  of all  of  which  are hereby  acknowledged  by
          Assignor,  Assignor does  hereby ASSIGN,  TRANSFER, SET  OVER and
          DELIVER  unto Assignee any and all of Assignor's right, title and
          interest  in and to the Warranties and Guaranties and any and all
          of the rights, benefits and privileges of Assignor thereunder.

               This Assignment is made  subject to the Permitted Exceptions 
          set forth in Exhibit "C" attached hereto.

               TO  HAVE AND  TO HOLD  all and  singular the  Warranties and
          Guaranties  unto Assignee, and Assignee's successors, and assigns
          forever.

               1.   Words  and phrases  defined  in the  Agreement of  Sale
          shall have the same meaning herein.

               2.   Assignor  agrees that  it shall  be responsible  to all
          applicable Persons  under the  Warranties and Guaranties  for the
          discharge  or performance  of  any duties  or  obligations to  be
          performed or discharged by Assignor thereunder  prior to the date
          hereof,  but Assignor  shall  not be  responsible to  any Persons
          under  the  Warranties  and   Guaranties  for  the  discharge  or
          performance  of such  duties or  obligations to  be  performed or
          discharged by Assignor thereunder from and after the date hereof.

               3.   Assignee hereby  assumes and  agrees to perform  all of
          the  terms,  covenants  and  conditions  of  the  Warranties  and
          Guaranties   on  the part  of Assignor  required to  be performed
          thereunder,  from  and  after  the  date hereof  (but  not  those
          required to be performed prior thereto).

               4.   Assignee hereby agrees  to indemnify and  hold harmless
          Assignor  from and  against any  and all  loss, liability,  cost,
          claim, damage or expense (including  Fees and costs) incurred  to
          enforce  any  rights  and/or   secure  any  remedies  under  this
          Assignment resulting  by reason  of the  failure  of Assignee  to
          perform its obligations under  the Warranties and Guaranties from
          and after the  date hereof and/or  Assignee's failure to  perform
          its obligations under this Assignment.

               5.   Except   as  to   the  Physical   Conditions  Exception
          described in  Section 21(a)  of the  Agreement of  Sale, Assignor
          hereby  agrees to indemnify  and hold harmless  Assignee from and
          Against  any  and all  loss,  liability, cost,  claim,  damage or
          expense (including Fees and Costs) incurred to enforce any rights
          and/or  secure any  remedies under  this Assignment  resulting by
          reason  of  the failure  of Assignor  to perform  its obligations
          under  the Warranties  and  Guaranties prior  to the  date hereof
          and/or Assignor's  failure to perform its  obligations under this
          Assignment.

               6.   Each  party  shall  sign  and  give  such  notices  and
          consents  as shall be necessary to confirm the provisions of this
          Assignment  to any  other  Persons having  rights or  obligations
          under the Warranties and Guaranties as the other may request from
          time  to time, and  each party shall  execute and  deliver to the
          other such  further instruments, documents and  agreements as the
          other may reasonably require to make this Assignment effective.

               7.   All of  the covenants,  terms and conditions  set forth
          herein shall be  binding upon and shall  inure to the benefit  of 
          the parties hereto and their respective successors and assigns.

               8.   This Assignment may only be modified, altered, amended,
          or terminated by the written agreement of Assignor and Assignee.

               9.   Any notice,  request, demand, statement or consent made
          hereunder  or in  connection herewith  to any  party shall  be in
          writing  and shall  be sent  to the  addresses and in  the manner
          specified in the Agreement of Sale.

               10.  If any  term, covenant or condition  of this Assignment
          shall  be held  to be  invalid, illegal  or unenforceable  in any
          respect,  this  Assignment  shall   be  construed  without   such
          provision.

               11.  This  Assignment shall  be  governed by  and  construed
          under the laws of the State of Texas without regard to principles
          of conflicts of law.

               IN WITNESS WHEREOF, Assignor and Assignee have duly executed
          this Assignment as of the day and year first above written.

                                        ASSIGNOR:

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA
                                        a Washington corporation

                                        By:                                
                                        Title:                             

                                        ASSIGNEE:

                                        OMNI CONGRESS JOINT VENTURE
                                        a Texas joint venture

                                        By:                                
                                        Title:                             

                                    Exhibit "K-1"

                                    (Closing Date)

          To:  (Name and address of Tenant)

               Re:  Your space leased at Austin Centre, Austin, Texas

          Gentlemen:

               This  is to inform you that on (Closing Date), Omni Congress
          Joint Venture ("Omni Congress")  purchased the Austin Centre from
          Investors Life Insurance Company  of North America ("Investors"),
          and  that as  of such  date Omni  Congress has  succeeded to  the
          rights  and assumed  the  obligations of  Investors as  Landlord, 
          under your Lease for your space at Austin Centre.  Omni  Congress
          acknowledges receipt of your  security  deposit  in the amount of
          $            which has been delivered  by Investors and will hold
          such  security deposit in accordance with the terms of your Lease
          and the provisions of the law relating to security deposits.

               Kindly make all future rent payments under the Lease payable
          to the order of Omni Congress Joint Venture.

               All  future rent  payments,  formal  communications and  all
          inquiries (including  any request for return  of security) should
          be  sent to  Omni Congress  Joint Venture,  823 Congress  Avenue,
          Suite 111, Austin, Texas  78701.

                                        Very truly yours,

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA

                                        By:                                
                                        Title:                             


                                        OMNI CONGRESS JOINT VENTURE

                                        By:                                
                                        Title:                             


                                    Exhibit "K-2"

                                    (Closing Date)

          To:  (Name and address of Manager) 

               Attention:                    

               Re:  Your Management Contract with Investors  Life Insurance
                    Company  of  North America  in  connection  with Austin
                    Centre, Austin, Texas

          Gentlemen:

               This  is to  inform  you that  as  of (Closing  Date),  Omni
          Congress Joint Venture  has succeeded to  the rights and  assumed
          the  obligations of  Investors  Life Insurance  Company of  North
          America, as owner under the Management Contract dated            
                , 19    with you regarding the Austin Centre.

               All  future formal  communications  and inquiries  should be
          sent to Omni  Congress Joint Venture,  823 Congress, Suite  1111,
          Austin, Texas 78701. 


                                        Very truly yours,

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA

                                        By:                                
                                        Title:                             


                                    Exhibit "K-3"

                                    (Closing Date)

          To:  St. David's Episcopal Church
               304 West Seventh Street
               Austin, Texas  78701
               Attention:  Business Administrator

               Re:  That certain Parking Lease (the "Lease") by and between
                    the Protestant Episcopal Church Council  of the Diocese
                    of Texas  and St.  David's Episcopal Church  (together,
                    "Landlord"), as landlord, and Investors  Life Insurance
                    Company  of North  America, as  tenant, dated  April 1,
                    1992 covering  the leasing to  Investors Life Insurance
                    Company of North America of certain parking spaces (the
                    "Leased   Premises")  located  in  the  parking  garage
                    situated on Lots 7, 8, 9  and 10, Block 86, Old City of
                    Austin, Travis County, Texas

          Gentlemen:

               This  is to  inform  you that  as  of (Closing  Date),  Omni
          Congress Joint  Venture has succeeded  to the rights  and assumed
          the  obligations of  Investors  Life Insurance  Company of  North
          America, as tenant, under the Lease.

               All  future formal  communications and  inquiries should  be
          sent to  Omni Congress Joint Venture, 823  Congress Avenue, Suite
          1111, Austin, Texas 78701.

                                        Very truly yours,

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA

                                        By:                                
                                        Title:                             


                                     Exhibit "L"

                          CERTIFICATE OF CORPORATE OFFICERS

               I,                                   , hereby certify that I 
          am  now, and at  all times mentioned  herein have been,  the duly
          elected, qualified, and acting (Assistant) Secretary of Investors
          Life Insurance Company of North America, a Washington corporation
          (the "Corporation"), and, as  such officer, I have access  to the
          records  of the  Corporation,  which records  of the  Corporation
          reflect that:

               1.   Resolutions.     Attached   hereto  as   Annex  1   and
          incorporated  herein by reference is  a true and  correct copy of
          resolutions  which  have  been  duly  adopted  by  the  Board  of
          Directors  of  the  Corporation in  compliance  with  and  not in
          contravention of the articles of  incorporation and bylaws of the
          Corporation;  none  of  such  resolutions has  been  repealed  or
          modified in any respect,  and all of such resolutions are in full
          force  and effect  on the  date hereof;  and Exhibit  A which  is
          attached hereto and  incorporated herein by  reference is a  true
          and  correct  copy  of   the  Exhibit  A  referred  to   in  such
          resolutions.

               2.   Incumbency.  The following  named individuals are  duly
          elected, qualified and acting officers of the Corporation holding
          the offices set forth  opposite their respective names as  of the
          date hereof, and set forth opposite the respective titles of said
          officers are their true, authentic signatures.

               Name            Title              Specimen Signature

                              President                                   

                              Executive Vice                               
                              President
                              Secretary                                   

                              Assistant                                    
                              Secretary

               3.   Articles of Incorporation and Bylaws.  Attached  hereto
          as Annexes  2 and  3, respectively,  and  incorporated herein  by
          reference,  are  true and  complete  copies  of the  articles  of
          incorporation and the bylaws of the Corporation.

               IN WITNESS  WHEREOF, I  have duly executed  this Certificate
          this     day of                 , 1995.

                                                                           
                                        (Assistant) Secretary

               I,  hereby certify that I am now the duly elected, qualified
          and acting  (Executive Vice)  President of the  Corporation; that
          the person executing and  delivering the foregoing Certificate is
          the duly elected, qualified and acting officer of the Corporation
          as indicated  in such  Certificate, and  the signature set  forth
          above  beside  such  person's   name  is  such  person's  correct
          signature; and that the certifications  set forth above are  true 
          and correct as of the date hereof.
                            
                                      ANNEX 1

               WHEREAS,  it  is  proposed  that  Investors  Life  Insurance
          Company  of   North  America,   a  Washington  corporation   (the
          "Corporation"),   sell  to  Omni   Congress  Joint  Venture  (the
          "Purchaser"),  the real  estate  more  particularly described  on
          Exhibit "A" which  is attached hereto and made a  part hereof for
          all  purposes, together  with  the  improvements located  thereon
          commonly known as "Austin  Centre", comprised of:  (a)  a central
          atrium,  an  office tower  and  ground  level retail  space  with
          approximately  343,664   square  feet   of  rentable  space,   an
          underground 667-car  parking garage, and common  areas located in
          the atrium;  (b) a hotel tower  with 314 rooms commonly  known as
          the "Omni Austin Hotel;"; (c) approximately 68,474 square feet of
          residential rental space located in  the air space directly above
          said  hotel; and (d) all  other items comprising  the Property as
          defined  in that certain Agreement of Sale  dated    September 5,
          1995, executed by the Corporation and Purchaser (the "Sale");

               WHEREAS,   the   Special  Warranty   Deed,   Assignment  and
          Assumption  of Leases,  Bill  of Sale  and other  proposed papers
          evidencing,  creating, governing or  securing the Sale,  or to be
          executed in  connection therewith  (the  "Sale Documents"),  have
          been  submitted  to,  and  reviewed  by,  the  directors  of  the
          Corporation;

               NOW  THEREFORE, RESOLVED,  that  the proposed  Sale and  the
          proposed Sale  Documents be, and  each is hereby,  authorized and
          approved, and that  the President  or any Vice  President of  the
          Corporation  be, and  each is  hereby, authorized,  empowered and
          directed  to execute the Sale Documents  for and on behalf and in
          the name of  the Corporation, with such changes  in the terms and
          provisions thereof  as the officer  executing the same  shall, in
          his  sole discretion, deem necessary or desirable and in the best
          interest  of  the  Corporation,  his  signature  being conclusive
          evidence that he did so deem  any such changes to be necessary or
          desirable and in the best interest of the Corporation; and

               FURTHER RESOLVED,  that the President or  any Vice President
          of  the Corporation be, and each is hereby, authorized, empowered
          and  directed to perform all acts and  do all things which he may
          deem  necessary  or  desirable  to  consummate  the  transactions
          contemplated  by the  Sale  Documents,  with such  modifications,
          amendments  or  further   assignments,  certificates  and   other
          agreements, instruments  or documents  as he, in  his discretion,
          may deem necessary  or desirable and in the best  interest of the
          Corporation, his taking of any such action, for and on behalf and
          in  the  name  of  the  Corporation,  and/or  his  execution  and
          delivery, for and on  behalf and in the name  of the Corporation,
          of any such  agreement, instrument or  document to be  conclusive
          evidence  that  he did  so  deem  the  same  to be  necessary  or
          desirable and in the best interest of the Corporation; and 

               FURTHER  RESOLVED,  that  the Secretary  and  any  Assistant
          Secretary of  the Corporation be, and each is hereby, authorized,
          empowered and directed to certify  and attest any documents which
          such officer may deem necessary or  appropriate to consummate the
          transactions  contemplated  by  the  Sale   Documents;  but  such
          certification  or  attestation  shall  not be  required  for  the
          validity of the particular documents; and

               FURTHER  RESOLVED, that any  and all transactions  by any of
          the officers or  representatives of the  Corporation, for and  on
          behalf and in the  name of the Corporation, with  Purchaser prior
          to the adoption of the  foregoing resolutions, including, but not
          limited  to, the execution of the [application for the Sale?] and
          the negotiation of the  Sale and the terms of the Sale Documents,
          be,  and they are hereby, ratified, confirmed and approved in all
          respects for all purposes; and

               FURTHER   RESOLVED,   that   the   foregoing    powers   and
          authorizations  shall continue  in  full force  and effect  until
          written  notice of  revocation has  been given Purchaser  and its
          receipt obtained therefor.

                                     Exhibit "M"

                                 ESTOPPEL CERTIFICATE

          Date:                         

               Re:  Lease dated                   , 19     ("Lease") by and
                    between                                  ("Tenant") and
                    Investors  Life  Insurance  Company  of  North  America
                    ("Landlord") for the premises located   at  Suite      
                    , 701 Brazos, Austin, Texas (the "Property")

          To Omni Congress Joint Venture:

               The undersigned Tenant understands that Omni Congress  Joint
          Venture intends to acquire  the Property from the Landlord.   The
          undersigned Tenant does hereby certify to you as follows:

               A.   A true and correct copy of the Lease is attached hereto
                    as Exhibit "A".

               B.   The Lease is in full force and effect and  has not been
                    modified, supplemented or amended except as follows:

               C.   No  dispute  exists between  the  Landlord  and Tenant,
                    Tenant is not in default under the Lease and the Tenant
                    does  not consider  the Landlord  in default  under the
                    Lease except as follows:

               D.   Tenant does  not claim  any offsets or  credits against
                    rents payable under the Lease except as follows:        

               E.   Tenant has not  paid a security  or other deposit  with
                    respect to the Lease, except as follows:               

               F.   Tenant has fully paid rent due through the month of    .  
               G.   Tenant has not  paid any rentals in advance  except for
                    the current month of           , 1995.
           
               H.   There are no outstanding tenant improvements as provided
                    for in the Lease except as follows:                    .

               I.   Tenant has no knowledge  of any leasing commissions due
                    to  any party  other  than as  described in  the Lease,
                    except as follows:                                      .

               J.   The primary term of the Lease expires on               ,
                    and  the  Tenant has  no options to renew or extend the
                    term of the Lease  except as expressly provided in  the
                    Lease.

                                             By:                           

                                                                          

                                             (printed name)
                                             Its:                       


                                     Exhibit "N"

          AUSTIN CENTRE TELECOMMUNICATIONS SERVICES

               Advanced Telecommunications equipment and servicing system.


                                     EXHIBIT "O"

          (Copies of Registration Agreement, Confidentiality Agreement - 
          Principal and Confidentiality Agreement - Agent)

                                  September 27, 1995

          Omni Congress Joint Venture
          823 Congress Avenue
          Suite 1111
          Austin, Texas  78701

          Attn:  Mr. Tom Stacy

               Re:  Agreement of Sale  ("Agreement") between Investors Life
                    Insurance  Company  of  North  America  ("Seller"),  as
                    Seller, and  Omni Congress Joint Venture  ("Buyer"), as
                    Buyer, for the purchase and sale of Austin Centre 

          Dear Mr. Stacy:

               Buyer has informed Seller  that Buyer is not presently  in a
          position to deliver to Seller the financial statements that Buyer
          is  required by  Section 17b(d)  of the  Agreement to  deliver by
          September  25, 1995.    Seller  is  not  willing  to  waive  this
          requirement of  the Agreement  but would  be agreeable to  giving
          Buyer more time to fulfill that requirement.

               Seller proposes  to amend the Agreement  by deleting Section
          17b(d)  of the  Agreement  and  inserting  in  lieu  thereof  the
          following:

               (d)  Financial Statements.   On or before  October 26, 1995,
          Buyer  will deliver  to  Seller current  financial statements  of
          Buyer and all Persons who are or will  become general and limited
          partners of, and other equity investors in, Buyer.  If Buyer does
          not  deliver such financial  statements to Seller  by October 26,
          1995,  Seller shall have the right to terminate this Agreement by
          notice to Buyer.  If Seller exercises its right to terminate this
          Agreement, such termination shall be a "Permitted Termination" as
          defined by Section 23(a) of this Agreement, and the Deposit shall
          be returned to Buyer in accordance with said Section 23(a).

               Please  indicate  Buyer's   agreement  with  the   foregoing
          amendment to the Agreement  by signing and returning to  Seller a
          copy of this letter agreement,  whereupon the Agreement shall  be
          amended by this letter agreement.
                                             Sincerely,

                                             INVESTORS    LIFE    INSURANCE
          COMPANY
                                             OF NORTH AMERICA
                                             By:/s/ James M. Grace         
                                                James M. Grace
                                                Executive Vice President

          ACCEPTED AND AGREED:

          OMNI CONGRESS JOINT VENTURE
          By:/s/ Tom Stacy              
             Tom Stacy
             Managing Venturer

                                   October 11, 1995

          Omni Congress Joint Venture
          823 Congress Avenue
          Suite 1111
          Austin, Texas  78701

          Attn:  Mr. Tom Stacy

               Re:  Agreement  of Sale,  as amended,  ("Agreement") between 
                    Investors  Life  Insurance  Company  of  North  America
                    ("Seller"), as Seller, and Omni Congress Joint  Venture
                    ("Buyer"),  as  Buyer, for  the  purchase  and sale  of
                    Austin Centre

          Dear Mr. Stacy:

               Seller proposes to amend the Agreement by deleting the third
          sentence of Section  6b of  the Agreement and  inserting in  lieu
          thereof the following sentence:

               On  or before  November 16,  1995, Seller  shall deliver  to
          Buyer  Estoppel   Certificates  (herein   so  called),  in   form
          substantially  as that set forth in  Exhibit "M" attached hereto,
          originally  executed by  at least  75% of  the Tenants  under the
          Office Leases (collectively the "Estoppel Certificates").

               Please   indicate  Buyer's  agreement   with  the  foregoing
          amendment to the Agreement  by signing and returning to  Seller a
          copy of this letter  agreement, whereupon the Agreement shall  be
          amended by this letter agreement.

                                             Sincerely,

                                             INVESTORS LIFE INSURANCE COMPANY
                                             OF NORTH AMERICA

                                             By:/s/  James M. Grace        
                                                James M. Grace
                                                Executive Vice President

          ACCEPTED AND AGREED:

          OMNI CONGRESS JOINT VENTURE

          By:/s/ Tom Stacy              
             Tom Stacy
             Managing Venturer


                                  Third Amendment to
                                  Agreement of Sale

               This   Third  Amendment   to  Agreement   of  Sale   ("Third
          Amendment")  is  entered  into  by  and  between  Investors  Life
          Insurance Company  of North America ("Seller")  and Omni Congress
          Joint Venture ("Buyer") and is as follows:

               WHEREAS, Seller and Buyer entered into an Agreement  of Sale
          (the  "Agreement") having an effective date of September 5, 1995,
          wherein  Seller agreed to sell  and Buyer agreed  to purchase the
          real property described on Exhibit "A" attached hereto and made a
          part hereof for all purposes (the "Property"); and 

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement ("First Amendment") dated September
          27, 1995, a copy of  which is attached hereto as Exhibit  "B" and
          made a part hereof for all purposes; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement ("Second Amendment")  dated October
          11, 1995, a  copy of which is attached hereto  as Exhibit "C" and
          made a part hereof for all purposes; and

               WHEREAS,  Seller  and Buyer  have  agreed  to further  amend
          certain   terms  and   conditions  of   the  Agreement   as  more
          specifically set forth herein;

               NOW, THEREFORE,  for a good and  valuable consideration, the
          receipt and  sufficiency of which is  hereby acknowledged, Seller
          and  Buyer  do hereby  agree to  further  amend the  Agreement as
          follows:

          1.   The third sentence of Section 6b of the Agreement is deleted
               in its entirety and the following sentence shall be inserted
               in lieu thereof:

                    On or before December 18, 1995, Seller shall deliver to
                    Buyer Estoppel Certificates (herein so called), in form
                    substantially as that set forth in Exhibit "M" attached
                    hereto,  originally executed  by  at least  75% of  the
                    Tenants  under  the  Office  Leases  (collectively  the
                    "Estoppel Certificates").

          2.   The language "45 days  after the later of (i)  the Effective
               Date or (ii)  the date  on which Seller  has notified  Buyer
               that  substantially  all of  the  documents  and information
               described  in Section 6a have  been made available to Buyer"
               in the first sentence  of Section 16(b) of the  Agreement is
               deleted and the date "November  27, 1995" shall be  inserted
               in lieu thereof. 

          3.   The third sentence of the  second paragraph of Section 16(b)
               of  the  Agreement  is  deleted  in  its  entirety  and  the
               following sentence shall be inserted in lieu thereof:

                    If Buyer timely gives the Inspection Termination Notice
                    to  Seller,  the  Deposit  together  with  all interest
                    earned thereon shall be  immediately returned to Buyer,
                    less  and with  the exception  of Fifteen  Thousand and
                    No/100 Dollars ($15,000.00) of the  Deposit which shall
                    be immediately delivered to Seller in consideration for
                    the Due  Diligence  Review and  Seller's entering  into
                    this Agreement.

          4.   The  first sentence  of Section  16(c) of  the  Agreement is
               deleted in its entirety and  the following sentence shall be
               inserted in lieu thereof: 

                    Buyer shall have until  January 4, 1996 (the "Financing
                    Feasibility  Period")   to  obtain  third   party  debt
                    financing upon terms acceptable to Buyer.

          5.   The  third sentence  of  Section 16(c)  of the  Agreement is
               deleted  in its entirety and the following sentence shall be
               inserted in lieu thereof:

                    If Buyer timely gives the Financing Termination  Notice
                    to  Seller,  the  Deposit together  with  all  interest
                    earned  thereon shall be immediately returned to Buyer,
                    less  and  with the  exception  of  Forty Thousand  and
                    No/100 Dollars  ($40,000.00) of the Deposit which shall
                    be immediately delivered to Seller in consideration for
                    the Due  Diligence Review, Seller's entering  into this
                    Agreement and restricting Seller's ability to agree  to
                    sell the Property to any  Person other than Buyer until
                    the end of the Financing Feasibility Period.

          6.   Section 17b(d) of the  Agreement is deleted in its  entirety
               and the following shall be inserted in lieu thereof:

                    (d)   Equity Partners. On or  before November 27, 1995,
                    Buyer  will deliver  to  Seller  (i) current  financial
                    statements  of Buyer, (ii) written commitments from all
                    Persons who on such date are or will become general and
                    limited  partners of,  and other  equity  investors in,
                    Buyer  (collectively,  "Partners  and Investors")  that
                    they  will make  the  equity  investments necessary  to
                    purchase  the Property  from  Seller pursuant  to  this
                    Agreement, subject only to  Buyer's obtaining the third
                    party  debt financing  upon terms acceptable  to Buyer,
                    and (iii) current financial statements  of the Partners
                    and Investors.  Such Partners and Investors shall incur
                    no  legal liability to Seller  or Buyer as  a result of
                    such  commitments.     Buyer  may  thereafter   add  or
                    substitute   Partners  and  Investors  as  Buyer  deems
                    necessary to  complete the  equity structure  of Buyer.
                    The  withdrawal of  any  Partner or  Investor of  Buyer
                    which prevents  Buyer from closing the  purchase of the
                    Property  from  Seller  shall constitute  a  default by
                    Buyer under this Agreement only if Buyer has not timely
                    given the Financing Termination  Notice.  If Buyer does
                    not deliver  such financial statements  and commitments
                    to Seller by November 27,  1995, Seller shall have  the
                    right to  terminate this Agreement by  notice to Buyer.
                    If  Seller  exercises  its  right   to  terminate  this
                    Agreement,  the  Deposit  together  with  all  interest
                    earned thereon shall be immediately returned  to Buyer,
                    less  and with  the exception  of Fifteen  Thousand and
                    No/100 Dollars ($15,000.00) of the Deposit which  shall
                    be immediately delivered to Seller in consideration for
                    the Due  Diligence Review  and  Seller's entering  into
                    this Agreement. 

          7.   This   Third  Amendment   may   be   executed  in   multiple
               counterparts which, when combined together, shall constitute
               an original of this Third Amendment.  In addition, facsimile
               signatures  of  the  parties   shall  be  effective  on  all
               counterparts of this Third Amendment.

          8.   All terms  and conditions of the  Agreement not specifically
               amended  hereby are  hereby ratified,  confirmed, and  shall
               continue in full force and effect.

          EXECUTED this 7th day of November, 1995.

                                        Seller:

                                        INVESTORS LIFE INSURANCE COMPANY OF
                                        NORTH AMERICA

                                        By:/s/ Roy F. Mitte                
                                           Roy F. Mitte, President

                                        Buyer:

                                        OMNI CONGRESS JOINT VENTURE

                                        By:/s/ Tom Stacy                   
                                           Tom Stacy, Managing Venturer 

                                 Fourth Amendment to
                                  Agreement of Sale

               This  Fourth   Amendment  to  Agreement  of   Sale  ("Fourth
          Amendment")  is  entered  into  by  and  between  Investors  Life
          Insurance Company  of North America ("Seller")  and Omni Congress
          Joint Venture ("Buyer") and is as follows:

               WHEREAS, Seller and Buyer entered into an  Agreement of Sale
          (the "Agreement") having an effective date of September 5,  1995,
          wherein  Seller agreed to sell  and Buyer agreed  to purchase the
          real property described on Exhibit "A" attached hereto and made a
          part hereof for all purposes (the "Property"); and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement ("First Amendment") dated September
          27, 1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement ("Second  Amendment") dated October
          11, 1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by  an amendment ("Third Amendment")  dated November 7,
          1995; and

               WHEREAS,  Seller  and Buyer  have  agreed  to further  amend 
          certain   terms  and   conditions  of   the  Agreement   as  more
          specifically set forth herein;

               NOW, THEREFORE,  for a good and  valuable consideration, the
          receipt and  sufficiency of which is  hereby acknowledged, Seller
          and  Buyer  do hereby  agree to  further  amend the  Agreement as
          follows:

          1.   The third sentence of Section 6b of the Agreement is deleted
               in its entirety and the following sentence shall be inserted
               in lieu thereof:

                    On or before December 27, 1995, Seller shall deliver to
                    Buyer Estoppel Certificates (herein so called), in form
                    substantially as that set forth in Exhibit "M" attached
                    hereto,  originally executed  by  at least  75% of  the
                    Tenants  under  the  Office  Leases  (collectively  the
                    "Estoppel Certificates").

          2.   The first sentence of Section 13 of the Agreement is deleted
               in its entirety and the following sentence shall be inserted
               in lieu thereof:

                    Consummation  of the transactions  contemplated by this
                    Agreement (the  "Closing") shall  be held on  or before
                    the first business day (the "Closing Date") that is ten
                    (10) days  after the  end of the  Financing Feasibility
                    Period as  described in  Section 16(c), subject  to any
                    extension required by Section 10 hereof.

          3.   The  date  "November  27, 1995"  in  the  first sentence  of
               Section  16(b) of  the  Agreement is  deleted  and the  date
               "December 4, 1995" shall be inserted in lieu thereof. 

          4.   The  first sentence  of Section  16(c) of  the Agreement  is
               deleted in its entirety and the following sentences shall be
               inserted in lieu thereof:

                    Buyer shall  have until  the close  of business  on the
                    last  day  of  the  Financing  Feasibility  Period  (as
                    hereinafter  defined) to  obtain third  party financing
                    upon terms acceptable to Buyer.  If Omni Hotel notifies
                    Seller in  writing of  its intended termination  of the
                    Omni Hotel  Agreement in accordance  with Section  16.3
                    thereof,  the "Financing Feasibility  Period" shall end
                    on  February 5, 1996.  If Omni Hotel notifies Seller in
                    writing of its decision not to terminate the Omni Hotel
                    Agreement   pursuant  to  Section   16.3  thereof,  the
                    "Financing  Feasibility Period" shall  end on the later
                    of  (i) January 4, 1996 or (ii) fifteen (15) days after
                    the date on which Seller receives such notice from Omni
                    Hotel, but in no event shall the "Financing Feasibility
                    Period" end later than January 19, 1996.  If Omni Hotel
                    does  not  give  either   notice  referred  to  in  the 
                    preceding two sentences within thirty (30) days of Omni
                    Hotel's  receipt  of  the  information  required  to be
                    furnished  by Seller  pursuant to  Section 16.2  of the
                    Omni  Hotel  Agreement,   the  "Financing   Feasibility
                    Period" shall end on  the later of (i) January  4, 1996
                    or  (ii) fifteen (15) days after the date on which said
                    30-day  period   ends,  but  in  no   event  shall  the
                    "Financing Feasibility  Period" end later  than January
                    19,  1996.  If  the end  of the  "Financing Feasibility
                    Period" cannot be determined  with certainty because of
                    a  dispute with Omni Hotel  as to whether  or when Omni
                    Hotel received the information required to be furnished
                    by Seller pursuant  to Section 16.2  of the Omni  Hotel
                    Agreement, the "Financing Feasibility Period" shall end
                    on January 19, 1996.

          5.   The  last sentence  of  Section 21(a)  of  the Agreement  is
               deleted in its entirety and the following  sentence shall be
               inserted in lieu thereof:

                    Buyer agrees  to  and does  hereby  indemnify,  defend,
                    exonerate and save Seller harmless from and against any
                    and  all liability,  loss,  damage, claims  and expense
                    incurred  or suffered by  Seller (i) arising  out of or
                    incidental to  the operation  of the Property  by Buyer
                    after the conveyance  of the Property to  Buyer or (ii)
                    as the result of any claim made against Seller relating
                    to any  addition or deletion of any  general or limited
                    partners of, or other equity investors in, Buyer or any
                    other change  in the information  provided pursuant  to
                    Section 17b(b) of this Agreement or  Article XVI of the
                    Omni Hotel Agreement.

          6.   This   Fourth  Amendment   may  be   executed   in  multiple
               counterparts which, when combined together, shall constitute
               an  original  of  this   Fourth  Amendment.    In  addition,
               facsimile signatures  of the  parties shall be  effective on
               all counterparts of this Fourth Amendment.

          7.   All terms  and conditions of the  Agreement not specifically
               amended  hereby are  hereby ratified,  confirmed,  and shall
               continue in full force and effect.

          Executed on this the 1st day of December, 1995.

                                        Seller:

                                        INVESTORS LIFE INSURANCE COMPANY OF
                                        NORTH AMERICA

                                        By:/s/ Roy F. Mitte                
                                           Roy F. Mitte, President

                                        Buyer: 



                                        OMNI CONGRESS JOINT VENTURE

                                        By:/s/ Tom Stacy                   
                                           Tom Stacy, Managing Venturer 


                                  Fifth Amendment to
                                  Agreement of Sale

               This   Fifth  Amendment   to   Agreement  of   Sale  ("Fifth
          Amendment") is entered into as follows:

               WHEREAS, Investors Life  Insurance Company of North  America
          ("Seller")  and Omni  Congress Joint  Venture ("Buyer")   entered
          into  an Agreement of Sale (the  "Agreement") having an effective
          date  of September  5, 1995,  wherein Seller  agreed to  sell and
          Buyer  agreed to purchase the  real property described on Exhibit
          "A" attached hereto and made a part hereof for all  purposes (the
          "Property"); and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement ("First Amendment") dated September
          27, 1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement  by letter agreement ("Second Amendment") dated October
          11, 1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by  an amendment ("Third Amendment")  dated November 7,
          1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by an amendment  ("Fourth Amendment") dated December 1,
          1995; and

               WHEREAS,  Seller  and Buyer  have  agreed  to further  amend
          certain   terms  and   conditions  of   the  Agreement   as  more
          specifically set forth herein;

               NOW, THEREFORE,  for a good and  valuable consideration, the
          receipt and  sufficiency of which is  hereby acknowledged, Seller
          and  Buyer  do hereby  agree to  further  amend the  Agreement as
          follows:

          1.   Section  2(b) of the  Agreement is hereby  amended by adding
               the following  sentence to  the  end of  said Section  2(b):
               Seller  agrees  to  pay   One  Million  and  No/100  Dollars
               ($1,000,000.00)  of the  Purchase Price  to  Buyer's reserve
               account   for  tenant  improvement  costs,  commissions  and
               capital  reserves for  the  Property.   Seller will  have no
               control over,  beneficial interest in  or responsibility for
               said account.

          2.   The first sentence of Section 13 of the Agreement is deleted 
               in its entirety and the following sentence shall be inserted
               in lieu thereof:

                    Consummation of the  transactions contemplated by  this
                    Agreement (the  "Closing") shall  be held on  or before
                    March  1, 1996  (the  "Closing Date"),  subject to  any
                    extension  required by  Section  10  hereof;  provided,
                    however, that Buyer shall have  the right to extend the
                    Closing Date to  a date on or before March  29, 1996 if
                    Buyer,  prior to  February  26, 1996,  gives notice  to
                    Seller and the Title  Company of such extension of  the
                    Closing Date  and deposits  with the Title  Company, as
                    Escrow  Agent, an  additional  Two  Hundred  and  Fifty
                    Thousand  and  No/10   Dollars  ($250,000.00),  thereby
                    increasing  the  Deposit  to Seven  Hundred  and  Fifty
                    Thousand and No/100 Dollars ($750,000.00).

          3.   Section  15(c) of the  Agreement is deleted  in its entirety
               and the following shall be inserted in lieu thereof:

                    (c)   After the Closing,  Seller shall promptly  pay to
                    Buyer,  as   collected,  a  fraction  of   the  amounts
                    collected on all  accounts receivable balances referred
                    to  in Subsection  15(a)  above,  which fraction  shall
                    consist of  $250,000.00 as the numerator  and the total
                    amount of such account receivable balances, outstanding
                    on the Closing Date as  the denominator.  Seller  shall
                    use  commercially  reasonable efforts  to  collect such
                    account receivable balances.

          4.   Seller and  Buyer acknowledge  and agree that  the Financing
               Feasibility   Period  described  in  Section  16(c)  of  the
               Agreement has  expired.   Buyer hereby waives  its right  to
               give the  Financing Termination Notice and acknowledges that
               the  Deposit  has  become  fully  non-refundable except  for
               Seller's uncured default or failure to close  on the Closing
               Date or the failure  of Seller to satisfy the  conditions in
               Section  8 of  the  Agreement that  Seller  is obligated  to
               satisfy prior to the Closing.

          5.   This   Fifth   Amendment   may  be   executed   in  multiple
               counterparts which, when combined together, shall constitute
               an original of this Fifth Amendment.  In addition, facsimile
               signatures  of  the  parties   shall  be  effective  on  all
               counterparts of this Fifth Amendment.

          6.   All terms  and conditions of the  Agreement not specifically
               amended  hereby are  hereby ratified,  confirmed,  and shall
               continue in full force and effect.

          Executed on this the 19th day of January, 1996.

                                   Seller: 


                                   INVESTORS LIFE INSURANCE COMPANY OF
                                   NORTH AMERICA

                                   By:/s/ Theodore A. Fleron          
                                   Theodore A. Fleron, Senior Vice
                                   President and Assistant Secretary


                                   Buyer:


                                   OMNI  CONGRESS   JOINT  VENTURE,  a
                                   Texas General Partnership
                                    
                                   By:/s/ Tom Stacy                   
                                   Name: Tom Stacy                 
                                   Title: Managing Venturer        


                                  Sixth Amendment to
                                  Agreement of Sale

               This   Sixth  Amendment   to  Agreement   of   Sale  ("Fifth
          Amendment") is entered into as follows:

               WHEREAS, Investors  Life Insurance Company  of North America
          ("Seller")  and Omni  Congress Joint  Venture ("Buyer")   entered
          into  an Agreement of Sale  (the "Agreement") having an effective
          date  of September  5, 1995,  wherein Seller  agreed to  sell and
          Buyer agreed to purchase the  real property described on  Exhibit
          "A" attached hereto and made a part hereof for all  purposes (the
          "Property"); and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement ("First Amendment") dated September
          27, 1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by letter agreement  ("Second Amendment") dated October
          11, 1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by  an amendment ("Third Amendment")  dated November 7,
          1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by an amendment  ("Fourth Amendment") dated December 1,
          1995; and

               WHEREAS,  Seller  and  Buyer  have  previously  amended  the
          Agreement by  an amendment ("Fifth Amendment")  dated January 19,
          1996; and

               WHEREAS,  Seller  and Buyer  have  agreed  to further  amend
          certain   terms  and   conditions  of   the  Agreement   as  more
          specifically set forth herein; 

               NOW, THEREFORE,  for a good and  valuable consideration, the
          receipt and  sufficiency of which is  hereby acknowledged, Seller
          and  Buyer  do hereby  agree to  further  amend the  Agreement as
          follows:

          1.   The first sentence of Section 13 of the Agreement is deleted
               in its entirety and the following sentence shall be inserted
               in lieu thereof:

                    Consummation of the  transactions contemplated by  this
                    Agreement (the  "Closing") shall  be held on  or before
                    March  1, 1996  (the  "Closing Date"),  subject to  any
                    extension  required by  Section  10  hereof;  provided,
                    however, that Buyer shall have the right to  extend the
                    Closing Date to  a date on or before March  29, 1996 if
                    Buyer,  prior to  10:00  a.m., Austin,  Texas time,  on
                    February 27, 1996, gives notice to Seller and the Title
                    Company  of  such extension  of  the  Closing Date  and
                    deposits with  the Title  Company, as Escrow  Agent, an
                    additional  Two Hundred  and Fifty  Thousand  and No/10
                    Dollars ($250,000.00), thereby  increasing the  Deposit
                    to Seven Hundred and  Fifty Thousand and No/100 Dollars
                    ($750,000.00).

          2.   This   Sixth   Amendment  may   be   executed  in   multiple
               counterparts which, when combined together, shall constitute
               an original of this Sixth Amendment.  In addition, facsimile
               signatures  of  the  parties   shall  be  effective  on  all
               counterparts of this Sixth Amendment.

          3.   All terms  and conditions of the  Agreement not specifically
               amended hereby  are hereby  ratified,  confirmed, and  shall
               continue in full force and effect.

          Executed on this the 23rd day of February, 1996.

                                        Seller:

                                        INVESTORS LIFE INSURANCE COMPANY OF
                                        NORTH AMERICA

                                        By:/s/ James M. Grace              
                                           James M. Grace, Executive Vice
                                           President

                                        Buyer:

                                        OMNI CONGRESS JOINT VENTURE

                                        By:/s/ Tom Stacy                   
                                           Tom Stacy, Managing Venturer


                             ASSIGNMENT AND ASSUMPTION OF
                                  AGREEMENT OF SALE 

               THIS  ASSIGNMENT AND  ASSUMPTION OF  AGREEMENT OF  SALE (the
          "Assignment") is made as of January 19, 1996, by and between OMNI
          CONGRESS  JOINT VENTURE,  a  Texas  joint venture,  ("Assignor"),
          whose mailing address is 823 Congress Avenue, Suite 1111, Austin,
          Texas  78701  and  PROPERTY  ASSET MANAGEMENT  INC.,  a  Delaware
          corporation,  ("Assignee"), whose  mailing  address  is  3  World
          Financial Center, New York, New York 10285.

               WHEREAS, Assignor has entered into that certain Agreement of
          Sale  dated September  5, 1995  between Investors  Life Insurance
          Company of North America  ("Investors"), as Seller, and Assignor,
          as Buyer, as amended by the First Amendment to Agreement of  Sale
          dated September 27,  1995, the Second  Amendment to Agreement  of
          Sale  dated October 11, 1995, the Third Amendment to Agreement of
          Sale dated November 7, 1995, the Fourth Amendment to Agreement of
          Sale dated December 1,  1995 and Fifth Amendment to  Agreement of
          Sale  dated January 19, 1996  (said Agreement of  Sale along with
          the  First Second, Third  and Fourth  Amendments to  Agreement of
          Sale being collectively referred  to as the "Agreement") relating
          to  the sale  by  Investors to  Assignor of  the  real estate  in
          Austin, Texas  known as the  Austin Centre and  more particularly
          described on Exhibit "A" attached hereto (the "Property");

               NOW, THEREFORE,  in consideration  of the foregoing  and the
          agreements and covenants  herein set forth, together with the sum
          of Ten Dollars ($10.00) and other good and valuable consideration
          this  day paid and delivered by Assignee to Assignor, the receipt
          and  sufficiency of  all  of  which  are hereby  acknowledged  by
          Assignor,  Assignor does  hereby ASSIGN,  TRANSFER, SET  OVER AND
          DELIVER unto Assignee all of Assignor's right, title and interest
          in  and to  the Agreement  and all  of the  rights, benefits  and
          privileges of Assignor thereunder, but not Assignor's obligations
          thereunder.

               TO  HAVE AND  TO HOLD  all and  singular the  Agreement unto
          Assignee, and Assignee's successors and assigns forever.

               1.   Assignee hereby accepts the assignment of the Agreement
          (other than the obligations of the Assignor under the Agreement).
          This  Assignment shall  not  be construed  to currently  obligate
          Assignee to take  any action or incur  any expense or  perform or
          discharge any obligation, duty  or liability under the Agreement.
          It is agreed and understood that if Assignor fails to meet any of
          its obligations pursuant  to the Agreement, Assignee  may, but is
          not required to, assume all of the obligations of the Buyer under
          the Agreement on its own behalf or on behalf of Assignor.  Seller
          agrees  to give Buyer written  notice of any  default by Assignor
          under the Agreement and Assignee shall have two (2) business days
          to  assume in writing  all of the obligations  of the Buyer under
          the Agreement, including, but not limited to, the  obligations of
          Buyer under  Sections 17b (a) and  (b) of the Agreement.   If the
          time for  compliance with  any obligations  of Buyer has  expired
          prior  to the  valid assumption  of such  obligation by  Assignee
          pursuant to the preceding sentence, Assignee shall  be afforded a 
          reasonable period of time under the circumstances to perform such
          obligation.  If Assignee fails to timely assume in writing all of
          the obligations of  the Buyer under the  Agreement, the Agreement
          shall terminate and the Deposit shall be distributed to Seller in
          accordance with the Agreement.   Notwithstanding this Assignment,
          Assignor  hereby acknowledges  and  agrees that  it shall  remain
          fully liable to perform all of the obligations of the Buyer under
          the Agreement.

               1.A   Assignee  acknowledges and  agrees that  the Financing
          Feasibility Period  described in  Section 16(c) of  the Agreement
          has expired.  Buyer  has waived its  right to give the  Financing
          Termination Notice, and  that the Deposit  has become fully  non-
          refundable  except for  Seller's  uncured default  or failure  to
          close on the Closing Date or the failure of Seller to satisfy the
          conditions in Section 8 of the Agreement that Seller is obligated
          to satisfy prior to the Closing. 

               2.   Assignor shall  not enter into  any agreement or  do or
          fail to  do any act  under the  Agreement or otherwise  that will
          adversely  affect  the  rights  assigned  to  Assignee  hereunder
          without the consent of Assignee.

               3.   Each  party  shall  sign  and  give  such  notices  and
          consents  as shall be necessary to confirm the provisions of this
          Assignment to  Investors or  any other  persons or  entity having
          rights or  obligations  under the  Agreement,  as the  other  may
          request  from  time to  time, and  each  party shall  execute and
          deliver  to the  other  such further  instruments, documents  and
          agreements  as the  other  may reasonably  require  to make  this
          Assignment effective.

               4.   All of  the covenants,  terms and conditions  set forth
          herein shall be binding  upon and shall  inure to the benefit  of
          the parties hereto and their respective successors and assigns.

               5.   This Assignment may only be modified, altered,  amended
          or terminated by the written agreement of Assignor and Assignee.

               6.   Any notice, request, demand, statement  or consent made
          hereunder  or in  connection herewith  to any  party shall  be in
          writing and  shall be sent (if  to any party other  than PAMI) to
          the addresses and in  the manner specified in the  Agreement, and
          if  to PAMI,  to  3 World  Financial Center,  New York,  New York
          10285, Attention:  Edward J. Meylor. 

               7.   If any  term, covenant or condition  of this Assignment
          shall  be held  to be  invalid, illegal  or unenforceable  in any
          respect,   this  Assignment  shall   be  construed  without  such
          provision.

               8.   This  Assignment shall  be  governed  by and  construed
          under  the laws  of  the  State of  New  York  without regard  to
          principles of conflicts of law. 

               9.   This Assignment may be  executed in counterparts, which
          when taken together shall be deemed to be an original.

               10.    Each party  hereto acknowledges  and agrees  that all
          parties  hereto may rely upon execution of this Agreement and the
          Assignment by facsimile copy.

               11.    Capitalized  terms  used  but  not  defined  in  this
          Assignment  shall  have  the  meanings  given  to   them  in  the
          Agreement.

               IN WITNESS WHEREOF, Assignor and Assignee have duly executed
          this Assignment as of the day and year first above written.

                                        ASSIGNOR:

                                        OMNI CONGRESS JOINT VENTURE, a
                                        Texas joint venture

                                        By:/s/ Tom Stacy                   
                                           Name: Tom Stacy                 
                                           Title: Managing Venturer        


                                        ASSIGNEE:

                                        PROPERTY ASSET MANAGEMENT INC.
                                        a Delaware corporation

                                        By:/s/ Edward J. Meylor            
                                           Name: Edward J. Meylor          
                                           Title: Vice President           


                                  CONSENT OF SELLER

          Investors Life Insurance Company of North America hereby consents
          to the foregoing  assignment of  the Agreement  from Assignor  to
          Assignee.   By its consent,  Investors Life Insurance  Company of
          North America agrees to  accept, subject to Assignee's assumption
          in  writing  of all  of the  obligations of  the Buyer  under the
          Agreement, tender  of performance by Assignee  of any obligations
          of  Assignor  as buyer  under  the  Agreement, including  without
          limitation, the closing of the purchase of the Property.

                                        INVESTORS LIFE INSURANCE COMPANY
                                        OF NORTH AMERICA

                                        By:/s/ Theodore A. Fleron          
                                           Name:  Theodore A. Fleron       
                                           Title: Senior Vice President and 
                                                  Assistant  Secretary