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                                  EXHIBIT 10.6

                    PURCHASE AGREEMENT FOR THE ADIC BUILDINGS

<PAGE>

                                                                          ADIC

                               PURCHASE AGREEMENT

     THIS PURCHASE AGREEMENT ("Agreement") is made as of October 25, 2001, by
and between OPUS NORTHWEST, L.L.C., a Delaware limited liability company
("Seller") and WELLS CAPITAL, INC., a Georgia corporation ("Purchaser").

     In consideration of this Agreement, Seller and Purchaser agree as follows:

     1.   Sale of Subject Property. Seller agrees to sell to Purchaser, and
Purchaser agrees to buy from Seller, all of Seller's right, title and interest
in and to the following property (collectively, "Subject Property"):

          (a)  Real Property. Fee simple interest in that certain parcel of real
     estate located at 8560 Upland Drive, Parker, Colorado 80134, and commonly
     known as Compark Lot 2, ADIC Project, legally described on Exhibit A
                                                                ---------
     attached hereto and made a part hereof ("Land"), together with (i) all
     building structures, improvements and fixtures owned by Seller located on
     the Land, including, without limitation, an approximately 64,327 square
     foot west building, an approximately 64,327 square foot East Building and
     an approximately 19,550 square foot connector comprising an approximately
     148,200 square foot single tenant industrial warehouse facility
     ("Improvements"), and (ii) all rights, privileges, easements, reversions,
     water rights, development rights, air rights, servitudes and appurtenances
     thereunto belonging or appertaining, and all right, title and interest of
     Seller, if any, in and to the streets, alleys and rights-of-way adjacent to
     the Land and the Improvements (collectively, the "Real Property").

          (b)  Personal Property. All of the equipment and personal property
     owned by Seller and used in the operation of the Real Property, including
     the items set forth and described on Exhibit B attached hereto and made a
                                          ---------
     part hereof (all of which together are collectively referred to as the
     "Personal Property").

          (c)  Lease. Seller's interest as landlord in and to the lease with
     Advance Digital Information Corporation, a Washington corporation (the
     "Tenant") described on Exhibit C attached hereto and made a part hereof,
                            ---------
     together with all amendments or modifications thereto (such lease, as
     amended, being herein referred to as the "Lease").

          (d)  Permits. Seller's interest in and to all assignable licenses,
     permits, and certificates of occupancy owned by Seller and pertaining to
     the Real Property and Personal Property, including, without limitation, the
     items described on Exhibit D attached hereto and made a part hereof (all of
                        ---------
     which together are collectively referred to as the "Permits").


          (e)  Service Contracts. Seller's interest in and to the existing
     service and maintenance contracts described on Exhibit E attached hereto
                                                    ---------
     and made a part hereof, together with all amendments or modifications
     thereto (collectively, the "Service Contracts"), subject to this Section
     1(e). On or before the Contingency Date, Purchaser

<PAGE>

     shall advise Seller, in writing, of any Service Contracts that Purchaser
     does not desire to be assigned to and assumed by Purchaser at Closing (as
     such term is defined in Section 8(a) hereof). Seller shall then cause any
     such Service Contracts (i.e., any Service Contracts set forth in the
     aforesaid written notice from Purchaser) to be terminated prior to Closing.
     Failure by Purchaser to notify Seller, in writing, on or before the
     Contingency Date, shall constitute an irrevocable election by Purchaser to
     have all of the Service Contracts assigned to and assumed by Purchaser at
     Closing. The assumption by Purchaser of the obligations of Seller under
     such Service Contracts shall include only such obligations that arise or
     accrue from and after the date of Closing.

          (f) Warranties. Seller's interest in and to all unexpired, assignable
     warranties and guaranties given or assigned to, or benefiting, Seller, the
     Real Property or the Personal Property relating to the acquisition,
     construction, design, use, operation, management or maintenance of the Real
     Property or the Personal Property, including, without limitation, the
     warranties and guaranties described on Exhibit F attached hereto and made a
                                            ---------
     part hereof (collectively, the "Warranties").

          (g) Plans. A limited license to use the final plans and specifications
     (excluding shop drawings) relating to the construction of the Improvements
     (the "Plans") solely for purposes of repairing, maintenance and restoring
     the Improvements. Purchaser hereby indemnifies, defends, and agrees to hold
     harmless Seller and each Seller Affiliate from and against any unauthorized
     use of the Plans by Purchaser, its employees, officers, directors,
     affiliates and agents, which indemnification obligation shall survive
     Closing and any termination of this Agreement.

          (h) Other Intangibles. Seller's interest in and to all other
     assignable intangible property (the "Other Intangible Property") owned by
     Seller pertaining to the Real Property and Personal Property, including,
     without limitation, geotechnical reports, operating manuals, floor plans
     (including any related computer aided design measurements), and landscape
     plans.

     2.   Purchase Price. Purchaser shall pay to Seller, as consideration for
the purchase of the Subject Property, a sum ("Purchase Price") equal to the
total number of rentable square feet in the Improvements multiplied by
Eighty-Four and 62/100 Dollars ($84.62). The number of rentable square feet in
the Improvements shall be determined in accordance with Section 1.1 of the
Lease. The Purchase Price is estimated to be Twelve Million Five Hundred Forty
Thousand and 00/100 Dollars ($12,540,000). The Purchase Price shall be payable
as follows:

          (a) Initial Earnest Money Deposit. Concurrently herewith, Purchaser
     shall deposit the sum of Two Hundred Thousand and 00/100 Dollars ($200,000)
     with the escrow department of North American Title Company of Colorado
     ("Title Company") pursuant to an escrow agreement in substantially the form
     of Exhibit G attached hereto and made a part hereof (the "Escrow
        ---------
     Agreement"). Such sum, together with any interest thereon less any
     investment fees related thereto, is sometimes hereinafter collectively
     referred to as the "Earnest Money." The Earnest Money shall be deposited in
     a federally insured interest-bearing money market account and disbursed
     according to the terms of this Agreement and the Escrow Agreement. All or a
     portion of the Earnest Money shall,

                                       2

<PAGE>

     at Purchaser's election, be credited against the Purchase Price or returned
     to Purchaser at Closing.

          (b) Balance of Purchase Price. The balance of the Purchase Price, plus
     or minus prorations and other adjustments, if any, shall be due at Closing.
     Purchaser shall pay such balance to Seller, or at the direction of Seller,
     by wire transfer of immediately available funds.

     3.   Conditions Precedent to Closing. Purchaser's obligation to consummate
the transaction contemplated by this Agreement shall be subject to satisfaction
or waiver of each of the following conditions ("Conditions Precedent") on or
before November 21, 2001 ("Contingency Date"):

          (a) Title/Survey. Seller has previously furnished to Purchaser a
     current title commitment bearing application No. CMS 149493 ("Commitment")
     for an owner's title policy issued by the Title Company showing title in
     Seller and including endorsements for zoning, mineral (Form 100.29) owner's
     comprehensive (Form 100), covenants (Form 100.5), survey and access (with
     copies of all underlying title documents listed in the Commitment other
     than any financing documents encumbering the Real Property), which
     Commitment is in a nominal amount, but shall be increased to the Purchase
     Price at Closing, and will furnish to Purchaser at least ten business days
     prior to the Contingency Date, an as-built survey ("Survey") for the Real
     Property prepared in accordance with the Minimum Standard Detail
     Requirements for Class A Land Title Surveys (jointly established by
     ALTA/ACSM, as revised in 1999), including items 1-4, 6-11 and 13-16 of
     Table A thereof, and certified to Seller, the Title Company, Purchaser, and
     Purchaser's lender. If the Survey discloses survey defects or if the
     Commitment shows exceptions (collectively, "Unpermitted Encumbrances")
     other than the matters set forth on Exhibit H attached hereto and made a
                                         ---------
     part hereof (collectively, "Permitted Encumbrances"), then Purchaser shall
     notify Seller, in writing, at least five business days prior to the
     Contingency Date, specifying the Unpermitted Encumbrances. In such event,
     prior to the Contingency Date, Purchaser shall have received adequate
     assurances in writing from Seller that the Unpermitted Encumbrances will be
     removed, satisfied, or cured on or before Closing, it being acknowledged by
     the parties hereto that the written commitment by the Title Company to
     delete such Unpermitted Encumbrance from the final title insurance policy
     to be issued by the Title Company shall constitute removal or cure of such
     Unpermitted Encumbrance for purposes hereof.

          (b) Tests. Seller has previously delivered to Purchaser true and
     correct copies of the Lease, Permits, Service Contracts, Warranties, Plans
     and the environmental assessments or soils reports in Seller's possession
     or control with respect to the Subject Property, for Purchaser's review and
     analysis. Seller shall allow Purchaser and Purchaser's officers, employees,
     agents, attorneys, accountants, architects and engineers access to the Real
     Property, subject to the rights of the Tenant, and to the books and records
     in Seller's possession or control relating to the Subject Property, without
     charge and at all reasonable times, for the purpose of making such
     inspections, tests and verifications (collectively, "Tests") as they shall
     deem reasonably necessary. On or before the Contingency Date, Purchaser
     shall be satisfied, in its sole and absolute

                                       3

<PAGE>

     discretion, with the results of the Tests. Purchaser shall pay all costs
     and expenses of the Tests and shall defend, indemnify and hold harmless
     Seller, and its agents, employees and contractors, and the Subject
     Property, from and against any and all loss, cost, damage, liability,
     settlement, cause of action or threat thereof or expense (including,
     without limitation, reasonable attorneys' fees and costs) arising from or
     relating to the Tests. Purchaser shall cause any consultants retained by
     Purchaser and which shall enter upon the Real Property to name Seller and
     Seller's management agent as additional insureds on such consultants'
     policies of liability insurance. Purchaser shall promptly repair and
     restore any damage to the Subject Property attributable to the conduct of
     the Tests, and shall promptly return the Subject Property to substantially
     the same condition as existed prior to the conduct of the Tests. No Tests
     shall be conducted without Seller's approval as to the time and manner of
     such Tests, which approval shall not be unreasonably withheld or delayed.
     At Seller's sole option, any such Tests shall be performed in the presence
     of a representative of Seller. All Tests shall be conducted in such a
     manner so as to minimize interference with the operation of the Subject
     Property and the business of the Tenant. In the event Purchaser elects to
     terminate this Agreement as provided in this Section 3, or if this
     Agreement otherwise terminates as provided for hereunder for reasons other
     than default by Seller, then Purchaser shall promptly deliver to Seller
     copies of the written results of all Tests, including, without limitation,
     any environmental assessments prepared with respect to the Subject
     Property; provided, however, if Purchaser and any consultants performing
     any of the Tests have entered into a written agreement prohibiting delivery
     of any Test results to any other party, Purchaser shall not be required so
     to deliver copies of the written results thereof. Anything in this
     Agreement to the contrary notwithstanding, the obligations of Purchaser
     under this Section 3(b) shall survive Closing and any termination of this
     Agreement; provided, however, that the indemnity by Purchaser in favor of
     Seller under this Section 3(b) shall survive only with respect to claims
     asserted in writing by Seller within one (1) year after the Closing or one
     (1) year after any termination of this Agreement.

     If any of the Conditions Precedent have not been satisfied on or before the
Contingency Date, or if Purchaser is not satisfied, in its sole and absolute
discretion, with any other aspect of the Subject Property, then this Agreement
may be terminated, at Purchaser's sole option, by written notice from Purchaser
to Seller. Such notice of termination may be given at any time on or before the
Contingency Date. Except as otherwise provided herein, upon such termination,
neither party will have any further rights or obligations regarding this
Agreement or the Subject Property, and the Earnest Money shall be returned to
Purchaser. Failure of Purchaser to give Seller notice of termination on or
before the Contingency Date shall constitute an irrevocable waiver by Purchaser
of the right of Purchaser to terminate this Agreement under this Section 3. All
the Conditions Precedent are specifically stated and agreed to be for the sole
and exclusive benefit of Purchaser, and Purchaser shall have the right
unilaterally to waive, in whole or in part, any Condition Precedent by written
notice to Seller.

     4. Covenants by Seller. Seller covenants and agrees with Purchaser that
from the date hereof until the Closing Date (as such term is defined in Section
8(a) hereof), Seller shall conduct its business involving the Subject Property
as follows (except as specifically provided to the contrary herein):

                                       4

<PAGE>

   (a) Transfers; Easements. Seller shall refrain from transferring any of the
Subject Property, or creating on the Real Property any easements, restrictions,
liens, assessments or encumbrances without the express prior written consent of
Purchaser; provided, however, that nothing herein shall preclude Seller from
replacing any equipment, supplies or machinery in the ordinary course of
operating the Subject Property so long as such replacement equipment is of type
and quality reasonably equivalent to the replaced equipment.

   (b) Contracts. Seller shall refrain from entering into or amending any
contracts or other agreements regarding the Subject Property (other than
contracts in the ordinary course of business which are cancelable by the owner
of the Subject Property, without penalty payable by Purchaser, either prior to
the Closing Date or within thirty (30) days after giving notice thereof) without
the prior written consent of Purchaser, which consent shall not be unreasonably
withheld or delayed.

   (c) Operations. Seller shall operate and insure the Subject Property in a
manner consistent with the existing operation of and insurance on the Subject
Property and Seller will keep, maintain and repair the Subject Property in
substantially its condition as of the date of this Agreement.

   (d) Lease. Seller will not modify, amend or terminate the Lease without the
prior written consent of Purchaser.

5. Representations and Warranties by Seller.

   (a) Representations and Warranties. Seller represents and warrants to
Purchaser as follows:

       (i)   Authority. Seller is a limited liability company duly organized and
     validly existing and in good standing under the laws of the State of
     Delaware and in good standing under the laws of the States of Minnesota and
     Colorado. Seller has the requisite power and authority to enter into and
     perform this Agreement and Seller's Closing Documents (as such term is
     defined in Section 9(a) hereof). This Agreement and Seller's Closing
     Documents have been duly authorized by all necessary action on the part of
     Seller and have been or will be duly executed and delivered by Seller.
     Seller's execution, delivery and performance of this Agreement and Seller's
     Closing Documents will not conflict with or result in a violation of
     Seller's organizational documents, or any judgment, order or decree of any
     court or arbiter, to which Seller is a party. This Agreement and Seller's
     Closing Documents (when signed) are valid and binding obligations of
     Seller, and are enforceable against Seller in accordance with their terms,
     subject to applicable bankruptcy, insolvency, reorganization, creditor's
     rights and other similar laws.

       (ii)  Utilities. All installation and connection charges for utilities
serving the Real Property have been paid in full. Seller has received no written

                                       5

<PAGE>

notice of actual or threatened reduction or curtailment of any utility service
currently supplied to the Real Property.

     (iii)    Hazardous Substances. Seller shall make available to Purchaser in
accordance with Section 3(b) hereof complete copies of all environmental
reports and studies with respect to the Real Property conducted or received by
Seller from any third party (the "Environmental Reports"). Except as disclosed
by the Environmental Reports or any other environmental assessment obtained by
Purchaser, to the best of Seller's knowledge, (A) the Real Property has never
been used for the production, storage, deposit or disposal of hazardous
substances in any reportable quantities under and in violation of applicable
environmental laws; and (B) no above or below ground gas or fuel storage tank is
or has been located at the Real Property. Seller has not received any written
notice from any applicable governmental authority that any hazardous substances
have been placed or located upon the Real Property in violation of applicable
environmental laws.

     (iv)     FIRPTA. Seller is not a "foreign person," "foreign partnership,"
"foreign trust" or "foreign estate" as those terms are defined in Section 1445
of the Internal Revenue Code.

     (v)      Proceedings. There is no action, litigation, condemnation or
proceeding of any kind pending or, to the best knowledge of Seller, threatened
against Seller or against any portion of the Subject Property, which would have
an adverse effect on the use or value of the Subject Property or an adverse
effect on the ability of Seller to perform its obligations under this Agreement.

     (vi)     Condition of the Real Property. Seller has not received written
notice from any governmental authority having jurisdiction over the Real
Property of any violation of any applicable law, rule, regulation or code of any
such governmental authority, which has not been cured or remedied and to the
best of Seller's knowledge, no such violation exists. To the best of Seller's
knowledge, except as disclosed by any engineering report received by Purchaser
with respect to the Real Property, the major structural, mechanical, roof, storm
drainage, sanitary sewer, and electrical systems constituting the Improvements
are in good working order and condition to perform the work or function for
which intended.

     (vii)    Books and Records. To the best of Seller's knowledge, the books
and records relating to the Subject Property which have been made or will be
made available to Purchaser by Seller, and which have been prepared by Seller's
property manager, accurately reflect the operation of the Subject Property.

     (viii)   Lease.

              (A) Exhibit C is a true and complete list and description of the
                  ---------
     Lease. Seller has delivered to Purchaser a complete and accurate copy of
     the Lease. Except as set forth in the Lease, there are no options to
     expand,
                                       6

<PAGE>

  rights of first refusal, options to terminate, options to renew, options to
  purchase, or any rent abatements given to the Tenant.

          (B) To the best of Seller's knowledge, the Lease will be, in full
     force and effect according to the terms set forth therein, and the Lease
     has not been modified, amended, or altered, in writing or otherwise, except
     as set forth on Exhibit C.
                     ---------

          (C) Seller has not received written notice from the Tenant of any
     uncured default or unperformed obligation of the Landlord under the Lease,
     including, without limitation, failure of the Landlord to construct any
     required tenant improvements. Tenant has not asserted in writing to Seller
     any offsets, defenses or claims available against rent payable by it or
     other performance or obligations otherwise due from it under the Lease.

          (D) To the best of Seller's knowledge, Tenant is not in default under
     its Lease (beyond any applicable grace or cure period), or is in arrears in
     the payment of any sums or in the performance of any obligations required
     of it under the Lease.

          (E) There are no brokers' commissions, finders' fees, or other charges
     payable or to become payable to any third party on behalf of Seller as a
     result of or in connection with the Lease, including, without limitation,
     any unexecuted options to expand or renew, other than as set forth on
     Exhibit C-1 attached hereto and made a part hereof.
     -----------

          (F) To the best of Seller's knowledge, the Tenant has not assigned its
     interest in its Lease or sublet any portion of the premises leased to such
     Tenant under its Lease.

          (G) The Tenant has not prepaid rent for more than the current month
     under the Lease.

     (ix) Special Assessments. Except as shown on any tax bills delivered to
Purchaser and the Commitment, Seller has not received any notice, in writing, of
any special assessments which affect the Subject Property. Seller makes the
following disclosure to Purchaser, which disclosure is required in certain
circumstances by Colorado law: SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE
RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES PURCHASERS SHOULD INVESTIGATE THE DEBT
FINANCING
                                       7

<PAGE>

REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.

     (x)    Service Contracts. The Service Contracts described on Exhibit E are
all of the contracts which are in effect and which relate to the operation,
management, or maintenance of the Subject Property. Seller shall provide
Purchaser with complete and accurate copies of all Service Contracts pursuant to
Section 3(b) hereof. All such Service Contracts are in full force and effect in
accordance with their respective provisions.

     (xi)   Warranties and Guaranties. Exhibit F attached hereto is a complete
                                     ---------
and accurate list and description of all of the warranties and guaranties of
contractors, vendors, manufacturers and other parties which are known by Seller
to be in effect and to relate to the Subject Property.

     (xii)  No Other Agreements. Other than the Lease, the Service Contracts,
and the Permitted Encumbrances, there are no leases, service contracts,
management agreements, or other agreements or instruments in force and effect,
oral or written, that grant to any person whomsoever or any entity whatsoever
any right, title, interest or benefit in or to all or any part of the Subject
Property, any rights to acquire all or any part of the Subject Property or any
rights relating to the use, operation, management, maintenance, or repair of all
or any part of the Subject Property.

     (xiii) Certificates. Seller has heretofore provided Purchaser with complete
and accurate copies of all Permits which are known by Seller to relate to the
Subject Property and which are in the possession or control of Seller.

     (xiv)  Bankruptcy. Seller is solvent and has not made a general assignment
for the benefit of creditors nor been adjudicated a bankrupt or insolvent, nor
has a receiver, liquidator, or trustee for any of Seller's properties (including
the Subject Property) been appointed or a petition filed by or against Seller
for bankruptcy, reorganization, or arrangement pursuant to the Federal
Bankruptcy Act or any similar Federal or state statute, or any proceeding
instituted for the dissolution or liquidation of Seller.

     (xv)   No Roll Back Taxes. The Subject Property has not been classified
under any designation authorized by law to obtain a special low ad valorem tax
rate or to receive a reduction, abatement, or deferment of ad valorem taxes
which will result in additional, catch-up or roll-back ad valorem taxes in the
future in order to recover the amounts previously reduced, abated or deferred.

     (xvi)  Certificates. There will be on or before Closing, in effect
certificates of occupancy, licenses, and permits as may be required for the use
and occupancy of the Subject Property, and the use and occupation of the Subject

                                       8

<PAGE>

Property will be in compliance and conformity with such certificates of
occupancy, licenses and permits. It is understood that if a temporary
certificate of occupancy is issued for the Subject Property, the estimated cost
of completing any construction conditions to issuance of a final certificate of
occupancy shall be subject to the holdback provisions of Section 30 below. There
has been no notice or request of any municipal department, insurance company or
board of fire underwriters (or organization exercising functions similar
thereto), received by Seller and requesting the performance of any work or
alteration to the Property which has not been complied with.

     (xvii)  Plans and Specifications. Attached hereto as Exhibit "I" is a
                                                          -----------
complete list (to date) of all Plans relating to the Improvements, prepared by
Opus Architects & Engineers, Inc. (the "Architect"), including all change orders
and other documents varying or interpreting the architectural or other drawings.
Seller shall use reasonable commercial efforts to complete the Improvements in
accordance with the Plans and in conformity in all material respects with all
applicable laws, rules, regulations, ordinances and statutes and the Lease.
Seller shall cause all amendments to the Plans to be prepared in compliance in
all material respects with (i) the requirements and standards set forth in the
Lease, (ii) all applicable governmental requirements, and (iii) all private
covenants, conditions and restrictions of record that encumber all or any part
of the Land. Seller shall not amend the Plans in any manner without the consent
of the Tenant, without the prior written consent of Purchaser, except as
otherwise expressly permitted herein. Purchaser's approval of the Plans shall
not constitute, and shall not be deemed to constitute, an acknowledgment by
Purchaser that the Plans comply with the requirements of the immediately
preceding sentence nor shall Purchaser's approval of the Plans in any way
constitute a waiver of (or diminish Seller's obligation to satisfy fully) the
requirements of the immediately preceding sentence.

     (xviii) Progress Reports. Seller shall report to Purchaser in writing, from
time to time, such information with respect to construction of the Improvements
as Purchaser may reasonably request from time to time.

     (xix)   Default Notices. Seller shall deliver or cause to be delivered to
Purchaser, promptly upon receipt thereof by Seller, copies of any written
notices of default, or, to the extent within the actual knowledge of Seller, the
occurrence of any event which could result in a default, under the Lease and
shall report to Purchaser, from time to time, the status of any alleged default
thereunder. Seller shall advise Purchaser promptly in writing of the receipt, by
Seller or any of its affiliates, of notice of: (i) the institution or threatened
institution of any judicial, quasi-judicial or administrative inquiry or
proceeding with respect to the Improvements; (ii) any notice of violation issued
by any governmental or quasi-governmental authority with respect to the
Improvements, (iii) any proposed special assessments, or (iv) any defects or
inadequacies in the Improvements or any part thereof issued by any insurance
company or fire rating bureau.

                                       9

<PAGE>

             (b) Seller's Knowledge. For purposes of this Agreement, the
    phrase "to the best of Seller's knowledge" or words of similar import shall
    mean the actual knowledge of John Shaw, Vice President, Marshall Burton,
    Senior Director of Development, and Scott L. Menefee, Director of Real
    Estate Development. Seller represents to Purchaser that such persons are
    the only officers or representatives of Seller having principal
    responsibility for the development, management, operation, leasing and sale
    of the Subject Property.

             (c) Representation and Warranty Becoming Untrue. In the event that,
    between the date of this Agreement and the Closing Date, Seller becomes
    aware that any of the foregoing representations and warranties of Seller is
    no longer true and correct, Seller shall promptly notify Purchaser thereof
    in writing. Seller covenants and agrees, within thirty (30) days (such
    thirty (30)-day period being sometimes hereinafter referred to as the
    "Warranty Cure Period"), to use reasonable efforts to cure any such
    then-incorrect representations and warranties, and the Closing shall be
    delayed in accordance with this Section 5(c) while Seller undertakes such
    efforts. If, after using reasonable efforts, Seller cannot effect such cure
    on or before the expiration of the Warranty Cure Period, Purchaser shall,
    within five (5) business days following expiration of the Warranty Cure
    Period, elect either (i) to terminate this Agreement (other than the rights
    and obligations of the parties that, by the express terms hereof, survive
    any termination of this Agreement), or (ii) to waive any such incorrect
    representations and warranties of Seller, and thereby release Seller from
    any and all liability or obligations with respect thereto, and to proceed
    hereunder, or (iii) if such representations and warranties of Seller are
    knowingly and intentionally breached by Seller, to exercise the remedies
    available to Purchaser under Section 11(b) hereof. Failure of Purchaser to
    notify Seller within the aforesaid five (5)-business day period shall
    constitute Purchaser's irrevocable election under clause (ii) of the
    immediately preceding sentence. In the event that Purchaser terminates this
    Agreement as provided in clause (i) above, the Earnest Money shall be
    promptly returned to Purchaser.

    6.       Representations and Warranties by Purchaser. Purchaser represents
and warrants to Seller as follows: (a) Purchaser is a Georgia corporation duly
organized and validly existing and in good standing under the laws of the State
of Georgia, and by the Closing Date, will be in good standing under the laws of
Colorado as may be required in order for the Title Company to issue the Title
Policy required hereunder; (b) Purchaser has the requisite power and authority
to enter into this Agreement and Purchaser's Closing Documents (as such term is
defined in Section 9(c) hereof); (c) this Agreement has been duly authorized by
all necessary action on the part of Purchaser and this Agreement and Purchaser's
Closing Documents have been or will be duly executed and delivered by Purchaser;
(d) Purchaser's execution, delivery and performance of this Agreement and
Purchaser's Closing Documents will not conflict with or result in violation of
Purchaser's organizational documents, or any judgment, order or decree of any
court or arbiter, to which Purchaser is a party; and (e) this Agreement and
Purchaser's Closing Documents (when signed) are valid and binding obligations of
Purchaser, and are enforceable against Purchaser in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, creditor's rights
and other similar laws.
                                       10

<PAGE>

     7. Other Matters Related to Representations and Warranties of Seller and
Purchaser. The respective representations and warranties of Seller and Purchaser
contained in this Agreement shall survive Closing; provided, however, that (a)
any cause of action that Purchaser may have against Seller by reason of a breach
or default of any of Seller's representations and warranties set forth herein
shall automatically expire on the date which is one (1) year after the Closing
Date ("Warranty Expiration Date"), except that the same shall not expire as to
any such breach or default as to which Purchaser has instituted litigation
against Seller prior to the Warranty Expiration Date; (b) Seller's total
liability for any breach or breaches of its representations and warranties set
forth herein shall in no event exceed Seller's interest in the Subject Property
or the proceeds from the sale thereof, as the case may be; and (c) Seller shall
have no liability whatsoever to Purchaser with respect to any breach or breaches
by Seller of its representations and warranties set forth herein, if, prior to
Closing, Purchaser obtains actual knowledge of a fact or circumstance, the
existence of which would constitute a breach of Seller's representations and
warranties set forth herein, unless such representations and warranties of
Seller are knowingly and intentionally breached by Seller. Among other things,
for purposes hereof, Purchaser shall be deemed to have actual knowledge of any
fact or circumstance set forth in the estoppel certificates delivered to
Purchaser and in any environmental assessments or engineering reports received
by Purchaser. Seller's representations and warranties set forth herein shall be
deemed automatically modified to the extent that any information contained in
any estoppel certificates delivered to Purchaser prior to Closing or in any
environmental assessments or engineering reports received by Purchaser is
inconsistent with the matters which are the subject to such representations and
warranties.

     8. Closing.

        (a) Closing Date. The closing of the purchase and sale contemplated by
     this Agreement ("Closing") shall occur on or before December 21, 2001, or
     on such earlier or later date as Seller and Purchaser may mutually agree,
     subject to delays occasioned by operation of Sections 3(a), 5(c) or 9(b)
     hereof ("Closing Date"), at the offices of Seller's attorneys, Briggs and
     Morgan, P.A., 2400 IDS Center, Minneapolis, MN 55402 or at such other
     location as Seller and Purchaser may mutually agree.

        (b) Purchaser's Closing Conditions Precedent. Purchaser's obligation to
     consummate the transaction contemplated by this Agreement shall be subject
     to satisfaction or waiver of each of the following conditions
     ("Purchaser's Closing Conditions Precedent"); provided, however, that
     Purchaser shall have the unilateral right to waive any Purchaser's Closing
     Condition Precedent, in whole or in part, by written notice to Seller:

            (i) The representations and warranties of Seller set forth in
        Section 5(a) hereof shall be, in all material respects, true and
        complete as of the Closing Date.

            (ii) Seller shall have performed all of the obligations required to
        be performed by Seller under this Agreement, as and when required by
        this Agreement, in all material respects.
                                       11

<PAGE>

          (iii) Purchaser shall have received, before Closing, an estoppel
     certificate in substantially the form of Exhibit J attached hereto and made
                                              ---------
     a part hereof, having no exceptions which are not approved by Purchaser and
     otherwise reasonably approved by Purchaser, from the Tenant.

          (iv)  Seller shall have caused the Architect to execute and deliver to
     Purchaser at or prior to the Closing Date, an AIA Certificate of
     Substantial Completion with respect to the Improvements.

          (v)   Seller shall have delivered to Purchaser a Commencement Date
     Memorandum executed by Seller, as landlord and Tenant as contemplated by
     Section 1.2.3 of the Lease.

          (vi)  Seller shall deliver to Purchaser the Survey.

     (c) Seller's Conditions Precedent. Seller's obligation to consummate the
transaction contemplated by this Agreement shall be subject to satisfaction or
waiver of each of the following conditions ("Seller's Closing Conditions
Precedent"); provided, however, that Seller shall have the unilateral right to
waive any Seller's Closing Condition Precedent, in whole or in part, by written
notice to Purchaser:

          (i)   The representations and warranties of Purchaser set forth in
     Section 6 hereof shall be, in all material respects, true and complete.

          (ii)  Purchaser shall have performed all of the obligations required
     to be performed by Purchaser under this Agreement, as and when required by
     this Agreement, in all material respects.

          (iii) Purchaser and Seller shall have entered into a Purchase
     Agreement for the sale by Seller to Purchaser of the Travelers Express
     Property in Lakewood, Colorado currently owned by Seller on or before
     November 15, 2001.

     (d)  Failure of Condition Precedent. In the event that Purchaser's Closing
Conditions Precedent or Seller's Closing Conditions Precedent, as the case may
be, have not been satisfied or waived as of the scheduled Closing Date as the
same may be extended as permitted above, and provided the failure to satisfy
or waive any such condition is not attributable to a breach or default of this
Agreement by Seller or Purchaser, as the case may be, this Agreement shall
terminate (other than the obligations of the parties that, by the express terms
hereof, survive any such termination) and the Earnest Money shall be returned to
the Purchaser.

9.   Closing Deliveries.

     (a)  Seller's Closing Documents. On the Closing Date, Seller shall execute
and/or deliver to Purchaser or cause to be executed and/or delivered the
following (collectively, "Seller's Closing Documents"):
                                       12

<PAGE>

   (i)     Deed. A Special Warranty Deed conveying the Real Property to
Purchaser, free and clear of all encumbrances, except the Permitted
Encumbrances, in the form set forth in Exhibit K attached hereto and made a part
                                       ---------
hereof (the "Deed").

   (ii)    Bill of Sale. A Bill of Sale transferring the Personal Property to
Purchaser, in the form set forth in Exhibit L attached hereto and made a part
                                    ---------
hereof (the "Bill of Sale").

   (iii)   Seller's Affidavit. An Affidavit of Seller indicating that on the
Closing Date, to the best of Seller's knowledge, there are no outstanding,
unsatisfied judgments, tax liens (other than the lien of real estate taxes not
yet due and payable) or bankruptcies against or involving Seller or the Real
Property; and that, to the best of Seller's knowledge, there are no other
unrecorded interests in the Real Property other than the Lease. Such Affidavit
shall be in such form and shall contain such averments as may be reasonably
required by the Title Company in order for the Title Company to issue to
Purchaser its owner's policy of title insurance without exception for rights of
parties in possession (other than the rights of the Tenant under the Lease, as
tenant only) and without exception for filed or unfiled mechanics' and
materialmen's liens.

   (iv)    Original Documents. Original copies of the Lease, the Permits, those
of the Service Contracts (if any) to be assigned to and assumed by Purchaser
pursuant to Section 1(e) hereof, the Warranties and the Plans, to the extent
that the same are in Seller's possession or control and have not previously
been delivered to Purchaser.

   (v)     FIRPTA Affidavit. A non-foreign affidavit properly containing such
information as is required by Section 1445(b)(2) of the Internal Revenue Code
and the regulations promulgated thereunder.

   (vi)    Colorado Form DR-1083. A Colorado Form DR-1083, in form required by
law and signed by Seller, concerning the transaction contemplated by this
Agreement.

   (vii)   Title Documents. Such affidavits of Seller or other documents as may
be reasonably required by the Title Company in order to record the Deed and
issue the title insurance policy required by this Agreement.

   (viii)  Tax Reporting Designation. A Designation of Person Responsible for
Tax Reporting under Internal Revenue Code Section 6045 in the form of Exhibit M
                                                                      ---------
attached hereto and made a part hereof designating the Title Company as the
party responsible for making returns required under Internal Revenue Code
Section 6405.

   (ix)    Miscellaneous. Keys to all locks at the Subject Property in Seller's
possession or control; and the documents referred to in Section 9(d) below.
                                       13

<PAGE>

          (x) CAD Disk. As built drawings depicting the Improvements as
    constructed, such drawings to be delivered on a CAD disk.

    (b) Title Policy. At Closing, Seller shall cause the Title Company to
deliver to Purchaser its owner's title insurance policy required by this
Agreement. Seller hereby agrees that Seller shall remove, satisfy or cure at or
prior to the Closing, any Unpermitted Encumbrances created by Seller after the
effective date of this Agreement in violation of this Agreement or any
Unpermitted Encumbrances consisting of taxes and installments of special
assessments (except for taxes which are not yet due or payable which shall be
prorated between Seller and Purchaser and installments of special assessments
as provided in Section 10(a) below), mortgages, mechanic's or materialmen's
liens or other such monetary encumbrances. In the event that Seller shall fail,
on or before the date of Closing, to remove, satisfy or cure any Unpermitted
Encumbrances that Seller is obligated hereunder to remove, satisfy or cure or
as to which Seller gave assurance to Purchaser that Seller would remove,
satisfy or cure as provided in Section 3(b) above or that Seller created after
the Effective Date of this Agreement in violation of this Agreement, (i)
Purchaser may terminate this Agreement by written notice to Seller and Title
Company, in which even the Earnest Money shall be immediately refunded to
Purchaser, (ii) Purchaser may remove, cure or cause the Title Company to
endorse over such Unpermitted Encumbrance, in which event the Purchase Price
payable pursuant to Section 2 hereof shall be reduced by an amount equal to the
actual cost and expense incurred by Purchaser in connection with the removing,
curing or endorsing over of such Unpermitted Encumbrance, or (iii) Purchaser
may accept title to the Real Property subject to such Unpermitted Encumbrances,
or (iv) any combination of items (ii) and (iii). In the event Purchaser elects
to remove, cure or cause the Title Company to endorse over any such Unpermitted
Encumbrances pursuant to item (ii) above, Purchaser at its option, upon giving
notice to Seller, may extend the date of Closing until the curing of such
Unpermitted Encumbrances or fifteen (15) days from and after the previously
scheduled date of Closing, whichever shall first occur. If any defect or
objection shall not have been removed, cured or endorsed over within such
period, Purchaser may exercise its option under either item (i), (ii) or
(iii) hereof.

    (c) Purchaser's Closing Documents. On the Closing Date, Purchaser shall
execute and/or deliver or cause to be executed and/or delivered to Seller the
following (collectively, "Purchaser's Closing Documents"):

        (i)  Purchase Price. The Purchase Price, plus or minus prorations and
    other adjustments, if any, by wire transfer of immediately available funds.

        (ii) Transfer Declaration. A real property transfer declaration, in form
    required by law and signed by Purchaser, concerning the transaction
    contemplated by this Agreement.

       (iii) Title Documents. Such affidavits of Purchaser other documents as
    may be reasonably required by the Title Company in order to record the Deed
    and issue the title insurance policy required by this Agreement.
                                       14

<PAGE>

          (d)  Purchaser's and Seller's Closing Documents. On the Closing Date,
Seller and Purchaser shall jointly execute and deliver the following:

               (i)   Closing Statement. A closing statement in form and
          substance reasonably acceptable to both Seller and Purchaser, and
          consistent with the terms, provisions and conditions of this
          Agreement.

               (ii)  Assignment and Assumption of Lease. An Assignment and
          Assumption of Lease pursuant to which, among other things, (A) Seller
          shall assign to Purchaser all of Seller's right, title and interest as
          landlord in, to and under the Lease, and Purchaser shall assume the
          obligations of the landlord under the Lease with respect to any event,
          fact or circumstance that occurs, from and after the Closing Date; (B)
          Seller shall defend, indemnify and hold harmless Purchaser from and
          against any lease defaults by the landlord under the Lease with
          respect to any event, fact or circumstance that occurs prior to the
          Closing Date, and Purchaser shall defend, indemnify and hold harmless
          Seller from and against any lease defaults by the landlord under the
          Lease with respect to any event, fact or circumstance that occurs from
          and after the Closing Date, subject, however, to Section 26 hereof;
          and (C) the total liability of Seller for breach thereof shall be
          limited to Seller's interest in the Subject Property or the proceeds
          from the sale thereof, as the case may be, and the total liability of
          Purchaser for breach thereof shall be limited to Purchaser's interest
          in the Subject Property.

               (iii) Assignment and Assumption of Permits, Warranties and Plans.
          An Assignment and Assumption of Permits, Warranties and Plans,
          pursuant to which, among other things, (A) Seller shall assign to
          Purchaser all of Seller's right, title and interest as owner in, to
          and under the Permits, Warranties and Plans, and Purchaser shall
          assume all obligations of the owner under the Permits, Warranties and
          Plans with respect to any event, fact or circumstance that occurs,
          from and after the Closing Date; (B) Seller shall defend, indemnify
          and hold harmless Purchaser from and against any default in the
          performance by the owner of its obligations under the Permits,
          Warranties and Plans with respect to any event, fact or circumstance
          that occurs prior to the Closing Date, and Purchaser shall defend,
          indemnify and hold harmless Seller from and against any default in the
          performance by the owner of its obligations under the Permits,
          Warranties and Plans with respect to any event, fact or circumstance
          that occurs from and after the Closing Date; (C) Purchaser shall
          defend, indemnify, and hold harmless Seller and Seller's Affiliates
          from any unauthorized use of the Plans, as more particularly set forth
          in Section 1(f) hereof; and (D) the total liability of Seller for
          breach thereof shall be limited to Seller's interest in the Subject
          Property or the proceeds from the sale thereof, as the case may be,
          and the total liability of Purchaser for breach thereof shall be
          limited to Purchaser's interest in the Subject Property.

               (iv)  Assignment of Service Contracts. An Assignment and
          Assumption of Service Contracts pursuant to which, among other things,
          (A) Seller and/or Seller's property manager shall assign to Purchaser
          all right, title and

                                       15

<PAGE>

               interest of Seller and/or Seller's property manager, as buyer,
               in, to and under the Service Contracts which are to be assigned
               hereunder, and Purchaser shall assume all obligations of Seller
               and/or Seller's property manager under such Service Contracts
               with respect to any event, fact or circumstance that occurs, from
               and after the Closing Date; (B) Seller shall defend, indemnify
               and hold harmless Purchaser from and against any defaults by the
               buyer under such Service Contracts with respect to any event,
               fact or circumstance that occurs prior to the Closing Date, and
               Purchaser shall defend, indemnify and hold harmless Seller and/or
               Seller's property manager from and against any defaults by the
               buyer under such Service Contracts with respect to any event,
               fact or circumstance that occurs from and after the Closing Date;
               and (C) the total liability of Seller for breach thereof shall be
               limited to Seller's interest in the Subject Property or the
               proceeds from the sale thereof, as the case may be, and the total
               liability of Purchaser for breach thereof shall be limited to
               Purchaser's interest in the Subject Property.

                    (v)  Notices to Tenant. Written notices to the Tenant
               advising it of the sale of the Subject Property and directing it
               to make future lease payments to Purchaser at the place
               designated by Purchaser.

                    (vi) Miscellaneous. Such other documents, instruments and
               affidavits as shall be reasonably necessary to consummate the
               transaction contemplated by this Agreement, including, without
               limitation, affidavits identifying any brokers involved as the
               only persons entitled to a brokerage or similar commission in
               connection with consummation of the transaction contemplated
               hereby.

          10.  Adjustment and Prorations. At Closing, Seller and Purchaser shall
make all adjustments and apportion all expenses with respect to the Subject
Property, including, without limitation, the following:

               (a)  Ad Valorem Taxes. All real estate taxes attributable to the
          Property will be prorated as of the date immediately preceding the
          Closing Date (the "Proration Date"). Seller will pay all such taxes
          attributable to any period prior to the Closing Date. If the
          applicable tax rate and assessments for the Property have not been
          established for the year in which Closing occurs, the proration of
          real estate and/or personal property taxes as the case may be, will be
          based upon the rate and assessments for the preceding year with such
          proration to be adjusted in cash between Seller and Purchaser promptly
          after presentation of written evidence that the actual taxes payable
          for the year in which Closing occurs differ from the amounts used for
          proration purposes at Closing.

               (b)  Title Insurance/Survey. Seller shall pay for the cost of the
          base owner's title insurance policy required under this Agreement and
          the Survey. Purchaser shall pay for the cost of any and all
          endorsements to the owner's title insurance policy which Purchaser is
          able to obtain from the Title Company, and all costs of any lender's
          title insurance policy.

               (c)  Closing Fee. Seller and Purchaser will each pay one-half of
          any reasonable and customary closing fee by the Title Company.

                                       16

<PAGE>

               (d)  Rents/Expenses. The following items shall be prorated on an
          accrual basis up to and including the Proration Date, on the basis of
          the most recent ascertainable amounts thereof or on the basis of such
          other reasonably reliable information with respect thereto: (i)
          current and advance rental payments under the Lease; (ii) operating
          expense and insurance escalations and adjustments and other charges
          payable by the Tenant to the landlord under the Lease, excluding any
          contributions toward the payment of Taxes (collectively, "Expense
          Contributions"); (iii) any utility charges and deposits made by Seller
          with respect to utilities for which the landlord under the Lease is
          responsible; and (iv) all other items of accrued or prepaid income and
          expenses, other than delinquent rental payments under the Lease. Such
          prorations shall not account for or reflect any of the foregoing items
          to the extent Tenant is delinquent in payment of the same.

               When actual Expense Contributions for the year in which Closing
          occurs are known (and the year preceding the year in which Closing
          occurs if such amounts are not known at Closing), Purchaser shall bill
          the Tenant for the additional amount, if any, owed by such Tenant as a
          result of non-payment or underpayment of the Tenant's share of Expense
          Contributions for the year to which such Expense Contributions apply
          under the Tenant's Lease. Upon collection of such amounts the same
          shall be prorated between Seller and Purchaser, and Purchaser shall
          pay Seller all amounts due Seller for the period prior to the
          Proration Date as soon as reasonably practical, and Seller covenants
          that it shall properly apply said amounts. In the event that the
          Expense Contributions collected by Seller for the period up to and
          including the Proration Date exceed the actual Expense Contributions
          for such period, Seller shall pay to Purchaser an amount equal to the
          excess of the Expense Contributions collected over the actual Expense
          Contributions for such period as soon as reasonably practical after
          such Expense Contributions are known. Seller shall have the right to
          inspect the books and records of the Subject Property to verify that
          Purchaser is remitting to Seller all amounts to be remitted to Seller
          according to the terms of this Agreement, and for any other purpose
          related to Seller's prior ownership of the Subject Property.
          Notwithstanding the foregoing, if the amounts to be prorated hereunder
          can be established with reasonable certainty at Closing, the
          appropriate party shall receive credit therefor at Closing, which
          credit shall be final and in lieu of any proration contemplated
          hereby.

               (e)  Recording Costs. Seller shall pay the cost of recording all
          documents necessary to place record title in the condition required by
          this Agreement other than the cost of recording the Deed which shall
          be paid by Purchaser.

               (f)  Operating Expenses. All other operating costs of the Subject
          Property shall be allocated between Seller and Purchaser as of the
          Proration Date, so that Seller pays that part of such other operating
          costs payable before the Proration Date, and Purchaser pays that part
          of such operating costs payable from and after the Proration Date.

               (g)  Attorney's Fees. Each of the parties shall pay its own
          attorneys' fees, except that a party defaulting under this Agreement
          or any closing document shall pay the reasonable attorneys' fees and
          court costs incurred by the nondefaulting party to enforce
          successfully its rights regarding such default.

                                       17

<PAGE>

               (h)  Other Costs. All other costs shall be allocated in
          accordance with the customs prevailing in similar transactions in the
          greater metropolitan Denver area.

          The obligations of the parties under this Section 10 shall survive the
Closing and delivery of the Deed.

          11.  Default.

               (a)  If Purchaser defaults in its obligation to consummate this
          Agreement, Seller shall be entitled, at Seller's option, to terminate
          this Agreement, and the Earnest Money shall be forfeited to Seller, as
          Seller's sole and exclusive remedy; provided, however, that Seller
          shall also have the right to sue for or otherwise recover actual
          damages as a result of Purchaser's failure to perform Purchaser's
          indemnity obligations herein.

               (b)  If Seller defaults in its obligations under this Agreement
          or knowingly and intentionally breaches its representations and
          warranties hereunder, Purchaser shall be entitled either (i) to
          terminate this Agreement and have the Earnest Money returned as
          Purchaser's sole and exclusive remedy, or (ii) to enforce specific
          performance of the terms and provisions of this Agreement; provided,
          however, that if Purchaser elects to terminate this Agreement and have
          the Earnest Money returned, Seller agrees to pay the actual
          out-of-pocket expenses incurred by Purchaser (not to exceed $100,000)
          in connection with Purchaser's proposed acquisition of the Property.

          12.  Damage. If, prior to the Closing Date, all or any part of the
Improvements are damaged by fire or other casualty, Seller shall promptly give
notice to Purchaser of such fact. If any part of the Improvements are
substantially damaged, at Purchaser's option (to be exercised by Purchaser's
written notice to Seller given within thirty (30) days after Seller's initial
notice to Purchaser), this Agreement shall terminate. In the event of any such
termination of this Agreement, neither party will have any further obligations
under this Agreement (other than the obligations of the parties that, by the
express terms hereof, survive any such termination), and the Earnest Money shall
be refunded to Purchaser. If Purchaser fails to elect to terminate (in the
manner provided in this Section 12) despite such damage, or if the Improvements
are damaged but not substantially, Seller shall promptly commence to repair such
damage or destruction and to return the Improvements to substantially their
condition prior to such damage. If such damage shall be completely repaired
prior to the Closing Date, then there shall be no reduction in the Purchase
Price, and Seller shall retain the proceeds of all insurance related to such
damage. If such damage shall not be completely repaired prior to the Closing
Date, but Seller is diligently proceeding to repair, then Seller shall complete
the repair after the Closing Date and shall be entitled to receive the proceeds
of all insurance related to such damage; provided, however, that Purchaser shall
have the right to delay the Closing Date until repair is completed. For purposes
of this Section 12, the words "substantially damaged" mean damage that would
cost $500,000 or more to repair or damage that would entitle the Tenant to
terminate the Lease.

          13.  Condemnation. If, prior to the Closing Date, eminent domain
proceedings are commenced against all or any part of the Subject Property, or if
the Subject Property is subjected to a bona fide threat of eminent domain, or if
Seller has received notice that any such eminent

                                       18

<PAGE>

domain proceedings are contemplated, Seller shall immediately give notice to
Purchaser of such fact and, at Purchaser's option (to be exercised within thirty
(30) days after Seller's notice), this Agreement shall terminate. In the event
of any such termination, neither party will have further obligations under this
Agreement (other than the obligations of the parties that, by the express terms
hereof, survive any such termination), and the Earnest Money shall be refunded
to Purchaser. If Purchaser fails to elect to terminate (in the manner provided
in this Section 13), then there shall be no reduction in the Purchase Price, and
Seller shall assign to Purchaser at the Closing Date all of Seller's right,
title and interest in and to any award made or to be made in the condemnation
proceedings. Prior to the Closing Date, Seller shall not designate counsel,
appear in, or otherwise act with respect to the condemnation proceedings without
Purchaser's prior written consent, which consent shall not be unreasonably
withheld or delayed; provided, however, that if any action is necessary with
respect to such proceeding to avoid any forfeiture or material prejudice, Seller
shall be entitled to take such action as and to the extent necessary without
obtaining Purchaser's prior written consent.

          14. Broker's Commission. Seller represents and warrants to Purchaser
that in connection with the transaction contemplated hereby, no third party
broker or finder has been engaged or consulted by Seller or is entitled to
compensation or commission in connection herewith. Seller shall defend,
indemnify and hold harmless Purchaser from and against any and all claims of
brokers, finders or any like third party claiming any right to commission or
compensation by or through acts of Seller in connection herewith, other than
Purchaser's Broker (defined below). Purchaser represents and warrants to Seller
that in connection with the transaction contemplated hereby, no third party
broker or finder has been engaged or consulted by Purchaser or is entitled to
compensation or commission in connection herewith, other than Capital
Development, LLC ("Purchaser's Broker") and Purchaser shall be solely
responsible for the brokerage commission payable to Purchaser's Broker.
Purchaser shall defend, indemnify and hold harmless Seller from and against any
and all claims of brokers, finders or any like party claiming any right to
commission or compensation by or through acts of Purchaser in connection
herewith. The indemnity obligations hereunder shall include, without limitation,
all damages, losses, risks, liabilities and expenses (including, without
limitation, reasonable attorneys' fees and costs) arising from and related to
matters being indemnified hereunder. Neither Purchaser's Broker nor any other
broker, finder or like party shall be entitled to rely (as a third-party
beneficiary or otherwise) on the provisions herein in claiming any right to
commission or compensation or otherwise. The obligations of the parties under
this Section 14 shall survive the Closing or any termination of this Agreement.

          15. Mutual Indemnification. Seller and Purchaser agree to indemnify
each other against, and hold each other harmless from all liabilities
(including, without limitation, reasonable attorneys' fees in defending against
claims) arising out of the ownership, operation or maintenance of the Subject
Property for their respective periods of ownership; provided, however, that
nothing herein shall diminish the defense, indemnify and hold harmless
obligations of Purchaser set forth in Section 3(b) hereof with respect to
matters arising from or related to the Tests. If and to the extent that the
indemnified party has insurance coverage, or the right to make claim against any
third party for any amount to be indemnified against as set forth above, the
indemnified party will, upon full performance by the indemnifying party of its
indemnification obligations, assign such rights to the indemnifying party. If
such rights are not assignable, the indemnified party will diligently pursue
such rights by appropriate legal action or proceeding and

                                       19

<PAGE>

assign the recovery and/or right of recovery to the indemnifying party to the
extent of the indemnification payment made by such party. The provisions of this
Section 15 shall survive Closing and execution and delivery of the Deed.

          16. Assignment. Purchaser may not assign its rights under this
Agreement without the prior written consent of Seller; provided, however, that
Purchaser may assign its rights under this Agreement to Wells Operating
Partnership, L.P., a Delaware limited partnership ("WLP") or Wells Real Estate
Investment Trust, Inc., a Maryland corporation ("Wells REIT") or Wells
Development Corporation, a Georgia corporation ("WDC") or any trust,
corporation, partnership or limited liability company controlling, controlled by
or under common control with Purchaser, WLP, Wells REIT, WDC or any partnership
having Purchaser, WLP, Wells REIT or WDC or any entity controlled by Purchaser,
WLP, Wells Reit or WDC as a direct or indirect general partner. For purposes
hereof, "control" shall mean ownership (directly or indirectly) of 51% or more
of the voting or other comparable ownership interest of any such trust,
corporation, partnership or limited liability company. Any assignment shall be
subject to all the provisions, terms, covenants and conditions of this
Agreement, and the assignor shall, in any event, continue to be and remain
liable under this Agreement, as it may be amended from time to time, as a
principal and not as a surety without notice to such assignor. Any such
assignment and assumption shall be evidenced by a written agreement in form and
substance reasonably acceptable to Seller.

          17. Notices. Any notice or other communication in connection with this
Agreement shall be in writing and shall be sent by United States certified mail,
return receipt requested, postage prepaid, by nationally recognized overnight
courier guarantee next day delivery, by telecopy or facsimile transmission, or
by personal delivery, properly addressed as follows:

              If to Seller:           Opus Northwest, L.L.C.
                                      1855 Blake Street
                                      Suite 200
                                      Denver, CO 80202
                                      Attn: John Shaw, Vice President
                                      Facsimile No.: (303) 297-3300

              With a copy to:         Opus L.L.C. Legal Department
                                      10350 Bren Road West
                                      Minnetonka, MN 55343
                                      Attn:  Brad Osmundson
                                      Facsimile No.: (952) 656-4814

              And a copy to:          Briggs and Morgan, P.A.
                                      2400 IDS Center
                                      Minneapolis, MN 55402
                                      Attn: Charles R. Haynor, Esq.
                                      Facsimile No.: (612) 334-8650

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                           If to Purchaser:  Wells Capital, Inc.
                                             6200 The Corners Parkway
                                             Suite 250
                                             Norcross, GA 30092
                                             Attn:  Michael C. Berndt
                                             Facsimile No.:  (770) 200-8199

                           With a copy to:   O'Callaghan & Stumm LLP
                                             127 Peachtree Street NE, Suite 1330
                                             Atlanta, GA  30303
                                             Attn:  William L. O'Callaghan, Esq.
                                             Facsimile No.: (404) 522-3080

All notices shall be deemed given three (3) business days following deposit in
the United States mail with respect to certified or registered letters, one (1)
business day following deposit if delivered to an overnight courier guaranteeing
next day delivery and on the same day if sent by personal delivery or by
telecopy or facsimile transmission (with proof of transmission). Attorneys for
each party shall be authorized to give notices for each such party. Any party
may change its address for the service of notice by giving written notice of
such change to the other party, in any manner above specified.

     18. Captions. The section headings or captions appearing in this Agreement
are for convenience only, are not a part of this Agreement, and are not to be
considered in interpreting this Agreement.

     19. Entire Agreement; Modification. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter herein
contained, and all prior negotiations, discussions, writings and agreements
between the parties with respect to the subject matter herein contained are
superseded and of no further force and effect. No covenant, term or condition of
this Agreement shall be deemed to have been waived by either party, unless such
waiver is in writing signed by the party charged with such waiver.

     20. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

     21. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

     22. Severability. The unenforceability or invalidity of any provisions
hereof shall not render any other provision herein contained unenforceable or
invalid.

     23. "As Is" Sale. Purchaser acknowledges that except as set forth in this
Agreement and in Seller's Closing Documents (which term "Seller's Closing
Documents" includes the documents referred to in Section 9(d) above), (a)
neither Seller, nor any principal, agent, attorney, employee, broker, or other
representative of Seller, has made any representation or warranty of any kind
whatsoever, either express or implied, with respect to the Subject Property or
any matter related thereto; (b) Purchaser is not relying on any warranty,
representation, or covenant, express or implied, with respect to the condition
of the Subject Property; and (c)

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<PAGE>

Purchaser is acquiring the Subject Property in its "AS-IS" CONDITION WITH ALL
FAULTS. In particular, but without limitation, except as set forth in this
Agreement and the Seller's Closing Documents, Seller makes no representations or
warranties with respect to the use, condition, occupation or management of the
Subject Property, compliance of the Subject Property with applicable statutes,
laws, codes, ordinances, regulations or requirements or compliance of the
Subject Property with covenants, conditions, and restrictions, whether or not of
record.

     24. Time of Essence. Time is of the essence of this Agreement.

     25. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     26. Construction Warranty. Seller warrants to Purchaser that the
Improvements installed by or under Seller are free from defects in material and
workmanship and are free from material defects in the design of the
Improvements, for a period beginning on the Closing Date and ending on the date
that is one year after the Closing Date (the "Warranty Period"). For purposes of
this Agreement, "material defects in the design of the Improvements" means a
failure to design the Improvements in accordance with applicable covenants,
building laws, codes, ordinances, regulations and dimensional aspects of zoning
regulations, as the same are interpreted and enforced as of the date of the
design and construction of the Improvements. If any of such work which is the
subject of the construction warranty described herein is found to be defective
within the Warranty Period and Purchaser has provided notice thereof to Seller
within the Warranty Period, Seller will, at its sole cost, risk and expense,
correct such work promptly after receipt of written notice from Purchaser, and
in any event Seller will commence the completion of such correction within 30
days after written notice from Purchaser unless such defect creates a safety
hazard or adversely affects the use of the applicable space in the Improvements,
in which event Seller will commence the completion of such correction within 5
days after written notice from Purchaser. Seller will bear the cost of
correcting destroyed or damaged construction, whether completed or partially
completed, which is caused by Seller's correction or removal of defective work.
Purchaser agrees to provide Seller with access to the Subject Property for the
limited purpose of correcting and repairing such defective workmanship and/or
materials. Seller will diligently and continuously proceed with the completion
of all corrective work in a manner so as to minimize, to the extent reasonably
practicable, disrupting of Purchaser's and the Tenant's operation of the Subject
Property. All work done by Seller under this Section 26 shall not result in any
liens being filed against the Subject Property. Performance of such one year
warranty will be Seller's sole and exclusive obligation with respect to the
correction or repair of the defective workmanship and/or materials, and
Purchaser's rights to enforce such one year warranty is Purchaser's sole and
exclusive remedy with respect to the correction or repair of such defective
workmanship and/or materials in limitation of any contract, warranty or other
rights, whether express or implied, that Purchaser may otherwise have under
applicable law. If Seller does not proceed with the correction of such defective
work within the time period as set forth above or fails to complete the
correction, Purchaser may, upon prior written notice to Seller, but have no
obligation to, perform such work and Seller will reimburse Purchaser for all
reasonable costs and expenses of completing and performing such corrective work.
Seller reserves the right to (a) enforce the provisions of the Warranties in
respect to all obligations or duties of the other party thereto in order to
fulfill its warranty obligations

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<PAGE>

described herein, and (b) exercise such rights under the Warranties as are
necessary in order for Seller to fulfill its obligations hereunder relating to
the Subject Property, provided, however, in no event will Seller terminate any
of the Warranties as a result of Seller's enforcement of such reserved rights.
The parties acknowledge that certain portions of the building and the building
equipment constituting a part of the Improvements may not have been finally
completed on the Closing Date. Accordingly, Seller and Purchaser shall determine
in good faith on or before the expiration of the Inspection Period, the amount
(the "Punch List Amount"), which amount shall be 125% of the amount necessary to
(i) satisfactorily complete any items of construction, or to provide any items
of building equipment, required by the Plans and Specifications which, while
substantially complete, have not been finally completed or provided on the
Closing Date; (ii) satisfactorily complete any landscaping required by the Plans
and Specifications which cannot then be completed on account of weather or the
season; and (iii) correct any material defects in the design or construction of
the Improvements or the materials incorporated therein (all of the foregoing
being collectively called the "Punch List Work"). As expeditiously and prudently
as possible after the Closing Date, Seller shall complete, or cause to be
completed, all of the Punch List Work. Seller's covenant to complete the Punch
List Work shall survive the Closing and any release of construction holdbacks by
Tenant under the Lease.

     27. Exhibits. The following exhibits are made a part hereof, with the same
force and effect as if specifically set forth herein:

     Exhibit A -       Legal Description
     Exhibit B -       Schedule of Personal Property
     Exhibit C -       Description of Lease
     Exhibit C-1       Schedule of Broker Commissions
     Exhibit D -       Schedule of Permits
     Exhibit E -       Schedule of Service Contracts
     Exhibit F -       Schedule of Unexpired Warranties and Guaranties
     Exhibit G -       Form of Earnest Money Escrow Agreement
     Exhibit H -       Permitted Encumbrances
     Exhibit I         Description of Plans
     Exhibit J -       Form of Tenant Estoppel Certificate
     Exhibit K -       Form of Special Warranty Deed
     Exhibit L -       Form of Bill of Sale
     Exhibit M         Designation of Person Responsible for Tax Reporting

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

PURCHASER:                                   SELLER:


WELLS CAPITAL, INC.,                         OPUS NORTHWEST, L.L.C.
a Georgia corporation                        a Delaware limited liability
                                             company


By:   /s/ Douglas P. Williams                By:  /s/ John M. Shaw
   -----------------------------------           ---------------------------

Its:  Douglas P. Williams                    Its: VP/General Manager
    ----------------------------------           ---------------------------
      Senior Vice President

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