<PAGE>








                             PURCHASE AND SALE AGREEMENT




                                    by and between

                     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                              a New Jersey corporation 
                                      ("Seller")


                                         and

                           MERIDIAN INDUSTRIAL TRUST, INC.,
                                a Maryland corporation
                                      ("Buyer")



                               INDUSTRIAL PACKAGE SALE

                                   TEXAS PROPERTIES







                                Date:  May ____, 1997
<PAGE>

                                  TABLE OF CONTENTS

ARTICLE 1  SALE OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . .  5
    1.1    REAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . .  5
    1.2    PERSONAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . .  5
    1.3    OTHER PROPERTY RIGHTS. . . . . . . . . . . . . . . . . . . . .  5

ARTICLE 2  PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . .  6
    2.1    DEPOSIT MONEY. . . . . . . . . . . . . . . . . . . . . . . . .  6
    2.2    CASH AT CLOSING. . . . . . . . . . . . . . . . . . . . . . . .  6
    2.3    ALLOCATION OF PURCHASE PRICE . . . . . . . . . . . . . . . . .  6

ARTICLE 3  TITLE MATTERS. . . . . . . . . . . . . . . . . . . . . . . . .  6
    3.1    TITLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
    3.2    TITLE DEFECTS. . . . . . . . . . . . . . . . . . . . . . . . .  7
      3.2.1  CERTAIN EXCEPTIONS TO TITLE. . . . . . . . . . . . . . . . .  7
      3.2.2  DISCHARGE OF OTHER LIENS . . . . . . . . . . . . . . . . . .  7
    3.3    TITLE INSURANCE. . . . . . . . . . . . . . . . . . . . . . . .  8
    3.4    TITLE COMPANY FEE. . . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE 4  BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY. . . . . . . .  8
    4.1    BUYER'S INSPECTION OF PROPERTY . . . . . . . . . . . . . . . .  8
    4.2    BUYER'S INSPECTION OF DOCUMENTS. . . . . . . . . . . . . . . .  8
    4.4    BUYER'S CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 5  ADJUSTMENTS AND PRORATIONS . . . . . . . . . . . . . . . . . . 10
    5.1    LEASE RENTALS AND EXPENSES . . . . . . . . . . . . . . . . . . 10
      5.1.1  RENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
      5.1.2  EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 11
    5.2    REAL ESTATE AND PERSONAL PROPERTY TAXES. . . . . . . . . . . . 11
    5.3    PROPERTY OPERATING EXPENSES. . . . . . . . . . . . . . . . . . 12
    5.4    CLOSING COSTS. . . . . . . . . . . . . . . . . . . . . . . . . 12
    5.5    APPORTIONMENT CREDIT . . . . . . . . . . . . . . . . . . . . . 12
    5.6    DELAYED ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 6.  CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
    6.1    CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
    6.2    CLOSING DATE . . . . . . . . . . . . . . . . . . . . . . . . . 13
    6.3    TITLE TRANSFER AND PAYMENT OF PURCHASE PRICE . . . . . . . . . 14
    6.4    SELLER'S CLOSING DELIVERIES. . . . . . . . . . . . . . . . . . 14
    6.5    BUYER'S CLOSING DELIVERIES . . . . . . . . . . . . . . . . . . 17

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ARTICLE 7  CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . . . . 17
    7.1    SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . 17
    7.2    BUYER'S OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . 18
    7.3    WAIVER OF FAILURE OF CONDITIONS PRECEDENT. . . . . . . . . . . 18

ARTICLE 8  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 18
    8.1    BUYER'S REPRESENTATIONS. . . . . . . . . . . . . . . . . . . . 19
      8.1.1  BUYER'S AUTHORIZATION. . . . . . . . . . . . . . . . . . . . 19
      8.1.2  PROPERTY SOLD AS IS. . . . . . . . . . . . . . . . . . . . . 19
      8.1.3  SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . 23
    8.2    SELLER'S REPRESENTATIONS . . . . . . . . . . . . . . . . . . . 23
      8.2.1  SELLER'S AUTHORIZATION . . . . . . . . . . . . . . . . . . . 23
      8.2.2  NO OTHER AGREEMENTS. . . . . . . . . . . . . . . . . . . . . 23
      8.2.3  NO OTHER TENANTS . . . . . . . . . . . . . . . . . . . . . . 23
      8.2.4  OTHER SELLER'S REPRESENTATIONS . . . . . . . . . . . . . . . 24
    8.3    GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 24
      8.3.1  PARTIES' RIGHT TO AMEND REPRESENTATION . . . . . . . . . . . 24
      8.3.2  NO REPRESENTATION AS TO LEASES . . . . . . . . . . . . . . . 24
      8.3.3  DEFINITION OF SELLER'S KNOWLEDGE . . . . . . . . . . . . . . 24
      8.3.4  SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . 25
      8.3.5  LIMITATION ON SELLER LIABILITY . . . . . . . . . . . . . . . 25

ARTICLE 9  COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
    9.1    BUYER'S COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 25
      9.1.1  CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . 25
      9.1.2  APPROVALS NOT A CONDITION TO BUYER'S PERFORMANCE . . . . . . 26
    9.2    SELLER'S COVENANTS . . . . . . . . . . . . . . . . . . . . . . 26
      9.2.1  MAINTENANCE OF PROPERTY. . . . . . . . . . . . . . . . . . . 26
      9.2.2  ACCESS TO PROPERTY . . . . . . . . . . . . . . . . . . . . . 26
    9.3    MUTUAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 26
      9.3.1  PUBLICITY. . . . . . . . . . . . . . . . . . . . . . . . . . 26
      9.3.2  BROKER . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE 10  FAILURE OF CONDITIONS . . . . . . . . . . . . . . . . . . . . 27
    10.1   TO SELLER'S OBLIGATIONS. . . . . . . . . . . . . . . . . . . . 27
      10.1.1 BUYER'S BREACH . . . . . . . . . . . . . . . . . . . . . . . 27
      10.1.2 NON-AUTHORIZATION FEE. . . . . . . . . . . . . . . . . . . . 28
    10.2   TO BUYER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . 28
      10.2.1 BUYER'S REMEDY . . . . . . . . . . . . . . . . . . . . . . . 28

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ARTICLE 11  CONDEMNATION/CASUALTY . . . . . . . . . . . . . . . . . . . . 28
    11.1   CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . 28
      11.1.1 RIGHT TO TERMINATE . . . . . . . . . . . . . . . . . . . . . 28
      11.1.2 ASSIGNMENT OF PROCEEDS . . . . . . . . . . . . . . . . . . . 29
    11.2   DESTRUCTION OR DAMAGE. . . . . . . . . . . . . . . . . . . . . 29
    11.3   INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 29
    11.4   EFFECT OF TERMINATION. . . . . . . . . . . . . . . . . . . . . 29
    11.5   WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 12  ESCROW. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
    12.1   ESCROW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 13  LEASING MATTERS . . . . . . . . . . . . . . . . . . . . . . . 31
    13.1   NEW LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . 31
    13.2   OTHER LEASE ACTIVITY . . . . . . . . . . . . . . . . . . . . . 32
    13.3   LEASE ENFORCEMENT. . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 14  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 32
    14.1   BUYER'S ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . 32
    14.2   DESIGNATION AGREEMENT. . . . . . . . . . . . . . . . . . . . . 33
    14.3   SURVIVAL/MERGER. . . . . . . . . . . . . . . . . . . . . . . . 33
    14.4   INTEGRATION; WAIVER. . . . . . . . . . . . . . . . . . . . . . 33
    14.5   GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . 34
    14.6   CAPTIONS NOT BINDING; SCHEDULES AND EXHIBITS . . . . . . . . . 34
    14.7   BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . 34
    14.8   SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . 34
    14.9   NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
    14.10  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . 35
    14.11  NO RECORDATION . . . . . . . . . . . . . . . . . . . . . . . . 35
    14.12  ADDITIONAL AGREEMENTS; FURTHER ASSURANCES. . . . . . . . . . . 36
    14.13  CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 36
    14.14  ERISA COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . 36
    14.15  LIKE-KIND EXCHANGE . . . . . . . . . . . . . . . . . . . . . . 36
    14.16  BUYER'S AUDIT RIGHTS . . . . . . . . . . . . . . . . . . . . . 36
    14.17  WAIVER OF DECEPTIVE TRADE PRACTICES ACT. . . . . . . . . . . . 37

                                       iv
<PAGE>

                          PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made this ______ day of May,
1997, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation ("SELLER"), and MERIDIAN INDUSTRIAL TRUST, INC., a Maryland
corporation ("BUYER").

                              W I T N E S S E T H:

In consideration of the mutual covenants and agreements set forth herein the
parties hereto do hereby agree as follows:

                         ARTICLE 1 - SALE OF PROPERTY

Seller agrees to transfer and assign and Buyer agrees to accept and assume, 
subject to the terms and conditions stated herein, all of Seller's right, 
title and interest in and to the following (collectively called the 
"Property"):

1.1  REAL PROPERTY.  Those tracts of the land situated in various Counties in 
the State of Texas  which are more particularly described in EXHIBIT A and 
EXHIBITS A-1, A-2, AND A-11 THROUGH A-14 attached hereto as a part hereof, 
together with all buildings, improvements and fixtures located thereon and 
owned by Seller or Seller's designee under the terms of a like-kind exchange 
as described in Section 14.15 hereof,  as of the Closing Date (as defined in 
SECTION 6.2) and all rights, privileges and appurtenances pertaining thereto 
including all of Seller's right, title and interest in and to all 
rights-of-way, open or proposed streets, alleys, easements, strips or gores 
of land adjacent thereto (collectively called the "Real Property");  

1.2  PERSONAL PROPERTY.  All tangible personal property owned by Seller 
(excluding any computer or computer equipment and software), located on the 
Real Property, and used in the ownership, operation and maintenance of the 
Real Property and all non-confidential books, records and files in the 
possession or control of Seller's property manager relating to the Real 
Property (collectively called the "Personal Property"); and

1.3  OTHER PROPERTY RIGHTS.  (a)  Seller's interest as landlord in all leases 
encumbering the Real Property on the Closing Date; and  (b) If and to the 
extent assignable by Seller,  all licenses, permits and other written 
authorizations necessary for the use, operation or ownership of the Real 
Property or Personal Property and in Seller's possession or control plus all 
rights (if any) to use the project names, but Seller does not represent that 
it has exclusive rights to use such name, and Seller has not registered the 
same in any manner.

                                       5
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                           ARTICLE 2 - PURCHASE PRICE

The total purchase price to be paid by Buyer for the purchase of the Property 
is the sum of THIRTY ONE MILLION,  FIFTY FIVE THOUSAND, FOUR HUNDRED THIRTY 
ONE DOLLARS ($31,055,431.00) in cash (the "Purchase Price").  The Purchase 
Price shall be paid in the following manner:

2.1  DEPOSIT MONEY.  Upon the full and final execution of this Agreement and 
as a condition precedent to the formation of this Agreement, Buyer shall 
deposit the sum of  ONE HUNDRED FIFTY EIGHT THOUSAND, TWO HUNDRED EIGHTY FIVE 
DOLLARS ($158,285.00) in immediately available funds as a deposit (the 
"Deposit") with First American Title Insurance Company whose mailing address 
is 30 North LaSalle Street, Suite 310, Chicago, IL 60602,   Attention: John C. 
("Jack") Murray, Vice President & Special Counsel  (the "Title Company").  
The Deposit, and any additional sums deposited pursuant to Section 6.2 
hereof,  shall be held and delivered by the Title Company as escrow agent 
("Escrow Agent") in accordance with the provisions of ARTICLES 6 AND 12, and 
any interest earned thereon shall be considered a part of the Deposit.  
Except as expressly otherwise set forth herein, the Deposit shall be applied 
against the Purchase Price on the Closing Date.  

2.2  CASH AT CLOSING.  On the Closing Date, Buyer shall pay to Seller through 
Escrow Agent the balance of the Purchase Price (the "Balance") in cash 
(subject to the prorations and adjustments set forth in ARTICLE 5 or as 
otherwise provided under this Agreement) in immediately available U.S. funds 
by wire transfer as more particularly set forth in ARTICLES 6 AND 12. 

2.3  ALLOCATION OF PURCHASE PRICE.  The Purchase Price shall be allocated 
between the projects as set forth in EXHIBIT B which is annexed hereto 
subject to Closing adjustments provided hereunder.

                           ARTICLE 3 - TITLE MATTERS 

3.1  TITLE

     REAL PROPERTY.  Buyer acknowledges that, commencing upon mutual execution
of this Agreement and ending on July 7, 1997 (the "Due Diligence Period"), Buyer
shall conduct an examination of the status of title to the Property.  On or
before the expiration of the Due Diligence Period, Buyer shall notify Seller and
Title Company of the specific exceptions to title to the Property which Buyer is
willing to accept in the Title Policies (as hereinafter defined), including all
title endorsements required by Buyer (collectively, the "Permitted 
Exceptions"). Provided Title Company is prepared to issue the Title Policies 
subject only to the Permitted Exceptions, then at Closing Seller shall transfer 
title to the Real Property subject to (i) applicable zoning ordinances and land 
use regulations; (ii) such conditions, easements, agreements, and restrictions 
of record as exist on the date hereof, continue to exist on the expiration of 
the Due Diligence period, and as are listed on Schedule B of the title reports
issued by Title Company a copy of which reports have been made available to
Buyer and are listed on EXHIBIT C (the "Title

                                       6
<PAGE>

Reports") which is annexed hereto, (iii) such state of facts as have been 
disclosed in the surveys of the Real Property, which have been provided by 
Seller to Buyer and which shall be prepared in accordance with the Minimum 
Requirements for ALTA/ACSM land title surveys ("Surveys"), (iv) such state of 
facts as would be disclosed by a physical inspection of the Property, (v) the 
lien of taxes not yet due and payable, and (vi) the Leases (as defined in 
SECTION 6.4 (c)).  Notwithstanding the foregoing, Seller shall, at Seller's 
expense, cause to be removed from the Title Reports all mortgages, deeds of 
trust, mechanic's liens, and other monetary liens and judgments described 
thereon.  Buyer shall pay any additional premiums required for the deletion 
of the "survey exception" on Buyer's fee policy of title insurance and for 
the issuance of any desired or applicable endorsements requested by Buyer 
which are available in the state where each project comprising a portion of 
the Property is located.  Buyer is aware that ALTA policies and ALTA 
endorsements may not be available in all states in which the projects 
comprising the Property are located

3.2  TITLE DEFECTS.  

     3.2.1  ADDITIONAL EXCEPTIONS TO TITLE.  If  any exceptions to title that
     are not Permitted Exceptions arise after the date on which Buyer identifies
     the Permitted Exceptions and are not reflected in the Title Reports
     provided to Buyer prior to June 15, 1997, which by their terms, may be
     removed or satisfied by the payment of a liquidated sum of money (the
     "Other Liens"),  Seller shall remove the same (or cause the same to be
     removed) and shall be entitled to a reasonable adjournment of the Closing
     (not to exceed thirty (30) days) for the purpose of such removal.  
     Notwithstanding the foregoing, Seller may, at its sole election, in
     lieu of removing any Other Liens which do not exceed Fifty Thousand
     Dollars ($50,000.00):  (x) deposit with Title Company such amount of money
     or (y) provide such indemnity to the Title Company, as may, in the case of
     either clause (x) or (y), be sufficient to induce the Title Company to
     insure Buyer against collection of such Other Liens, including interest and
     penalties, out of or against the Property, in which event such Other Liens
     shall not be deemed to constitute exceptions to title hereunder.  Except as
     expressly provided above, Seller shall not be required to bring any action
     or proceeding or to take any other action to cure or eliminate any title
     defect or exception reflected in the Title Reports.  

     3.2.2  DISCHARGE OF OTHER LIENS.  If on the Closing Date there are any
     Other Liens which Seller is obligated or has elected to pay and discharge,
     Seller may use any portion of the Balance to satisfy the same, provided
     Seller shall deliver to Buyer or Title Company at Closing instruments in
     recordable form and sufficient to satisfy such Other Liens of record,
     together with the cost of recording or filing such instruments, or provided
     that Seller shall cause the Title Company to insure over the same, without
     any additional cost to Buyer, whether such insurance is made available in
     consideration of payment, bonding, indemnity of Seller or otherwise.  

                                       7
<PAGE>

3.3  TITLE INSURANCE.  At Closing, the Title Company shall issue to Buyer, for
each project comprising a portion of the Property, at Buyer's sole cost and
expense, an ALTEX Owner's Form  of title insurance policy, or form that is
customary in the State where the project is located, in the amount of the
allocated portion of the Purchase Price, insuring that fee simple title to the
Real Property is vested in Buyer subject only to the Permitted Exceptions (the
"Title Policies").

3.4  TITLE COMPANY FEE.  In the event Buyer purchases the Property and does 
NOT have Title Company issue the Title Policies described in SECTION 3.3, 
Buyer shall pay to Title Company an amount equal to Twenty Thousand Dollars 
($20,000.00) on the Closing Date, such sum to represent a partial loss of 
profits to the Title Company, a loss to Seller, and for the time and services 
provided by Title Company to Buyer and Seller in the preparation of this 
Agreement, preparation of the Title Reports described in EXHIBIT C, and 
assisting Seller with pre-marketing title and survey clarifications.  In the 
event Buyer elects to pay the Title Company Fee and obtain title insurance 
from another title insurance company, Title Company agrees to provide to 
Buyer and Seller a release of liability upon Title Company's receipt of the 
Title Company Fee.

          ARTICLE 4 - BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY

4.1  BUYER'S INSPECTION OF PROPERTY.  Buyer acknowledges that commencing 
prior to the execution of this Agreement and continuing until expiration of 
the Due Diligence Period, Buyer has conducted, and shall have the right to 
continue to conduct, its examinations, inspections, studies and/or 
investigations (collectively, "Due Diligence") of the Property and 
information regarding the Property.  IF BUYER IS NOT REASONABLY SATISFIED 
WITH THE RESULTS OF ITS DUE DILIGENCE, BUYER MAY TERMINATE THIS AGREEMENT by 
written notice to Seller on or before the last day of the Due Diligence 
Period, and, in the event of such termination, neither Seller nor Buyer shall 
have any liability hereunder (except for those obligations which expressly 
survive the termination of this Agreement) and Buyer shall be entitled to the 
return of the Deposit.  In the event Buyer fails to terminate this Agreement 
on or before the last day of the Due Diligence Period, Buyer shall be deemed 
to have waived its rights to terminate this Agreement in accordance with this 
SECTION 4.1.  Buyer and Seller each acknowledge and agree that Buyer shall 
have no additional period after the expiration of the Due Diligence Period to 
conduct further Due Diligence with respect to the Documents (as hereinafter 
defined) except as provided for in Section 4.3, the other information 
regarding the Property, or the Property.  At Closing, Buyer will deliver a 
certification in the form annexed hereto as EXHIBIT C-1 certifying that no 
representations or warranties concerning the Property have been made, except 
as expressly set forth herein.

4.2  BUYER'S INSPECTION OF DOCUMENTS.  Buyer acknowledges that prior to 
Buyer's execution of this Agreement, Seller made available to Buyer and 
otherwise allowed Buyer access to copies of certain documents in Seller's 
possession applicable to the Property, including, but not limited to, the 
Title Reports and all exceptions thereto, the Surveys, all leases affecting 
the Property (collectively, the "Leases"), other reports and any available 
documents and other pertinent books and records which pertain to the Property 
(collectively, the "Documents").  Buyer shall determine to its satisfaction 
the assignability of any Documents to be assigned hereunder.  Seller 

                                       8
<PAGE>

shall cooperate with Buyer (but shall not be obligated) to obtain any 
consents required in connection with the assignment to Buyer of any of the 
Documents.  All of the Documents are confidential and, prior to such time, if 
any, that Buyer takes title to the Property, shall not be distributed or 
disclosed by Buyer to any person or entity not associated with Buyer (which 
obligation of Buyer shall survive any termination of this Agreement).  If the 
transaction fails to close for any reason whatsoever, Buyer shall return to 
Seller all of the Documents (together with all copies thereof made by or on 
behalf of Buyer) which Seller, its sales agents or brokers may have 
previously delivered or made available or any hereafter deliver or make 
available to Buyer in accordance with this SECTION 4.2 (which obligation of 
Buyer shall survive any termination of this Agreement).  BY FURNISHING TO 
BUYER THE DOCUMENTS, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WHETHER HERETOFORE 
OR HEREAFTER, NONE OF SELLER, ITS SALES AGENTS OR BROKERS, NOR ANY PARTNER, 
OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER,  NOR ANY OTHER 
PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING (ALL OF WHICH PARTIES ARE 
COLLECTIVELY REFERRED TO AS THE "SELLER PARTIES") SHALL BE DEEMED TO HAVE 
MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER WITH 
RESPECT TO ANY MATTER SET FORTH, CONTAINED OR ADDRESSED IN THE DOCUMENTS, 
INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS THEREOF, AND 
BUYER SHALL CONFIRM INDEPENDENTLY ALL INFORMATION THAT IT CONSIDERS MATERIAL 
TO ITS PURCHASE OF THE PROPERTY.

Buyer acknowledges that prior to Buyer's execution of this Agreement Seller has
made available to Buyer, and Seller hereby agrees to continue to make available
to Buyer and otherwise allow Buyer access to, other non-confidential information
regarding the Property, including, but not limited to, information which may
have related to its construction, history, current economic and leasing status,
physical condition and prospects for future use or development, as Buyer has
deemed appropriate.  Buyer acknowledges that Buyer will review the Documents and
the other information regarding the Property with the assistance of such experts
as Buyer deems appropriate.  While Seller has provided, and will continue to
provide, the Documents and such other information to Buyer and to cooperate with
Buyer, SELLER HAS MADE IT CLEAR THAT IT IS UNWILLING TO SELL THE PROPERTY TO
BUYER UNLESS SELLER AND THE OTHER SELLER PARTIES ARE EXPRESSLY RELEASED FROM
LIABILITY BY BUYER FOR ANY AND ALL REPRESENTATIONS MADE IN ANY STATEMENTS
HERETOFORE OR HEREAFTER MADE, OR INFORMATION HERETOFORE OR HEREAFTER FURNISHED
TO BUYER OR ITS AGENTS OR REPRESENTATIVES BY THE SELLER PARTIES UNLESS SUCH
REPRESENTATIONS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY EXHIBIT
HERETO.  Consequently, Buyer, for Buyer and Buyer's successors in interest,
hereby releases the Seller Parties from, and waives all claims and liability
against the Seller Parties for, any and all representations now or hereafter
made, or information now or hereafter furnished, by the Seller Parties to Buyer
or its agents or representatives (including, but not limited to, representations
regarding the ownership, operation, economic and leasing status and physical and
soil condition of the Property), unless the representations are expressly set
forth in this Agreement or any exhibit hereto.  The release of Seller Parties
set forth in this SECTION 4.2 shall be deemed to be reaffirmed as of the Closing
and

                                       9
<PAGE>

shall survive the Closing and shall not be merged therein.

4.3  OPTION CLOSING DATE.  In the event Buyer exercises its option to close 
on the Option Closing Date (as described in Section 6.2), Buyer shall have 
the right from the date of its delivery of notice of such election to Seller, 
through September 19, 1997, to re-inspect the Property and conduct such tests 
as Buyer may deem appropriate for the purpose of determining whether there 
has been a material adverse change ("Material Change") in the condition of 
the Property since July 7, 1997.  In the event that Buyer determines in its 
reasonable opinion that the Property, or a substantial and material portion 
thereof, has suffered a Material Change subsequent to July 7, 1997,  Buyer 
shall on or before September 19, 1997 give Seller written notice of the 
nature of the Material Change, and Seller shall be entitled to a reasonable 
adjournment of the Option Closing Date (but not beyond December 31, 1997) to 
return the Property to the condition existing on July 7, 1997. 

4.4  BUYER'S CERTIFICATE.  Buyer shall deliver to Seller at the Closing, a 
certificate of an authorized officer of Buyer, if Buyer is a corporation, or 
of a general partner, if Buyer is a partnership, or of the managing member if 
Buyer is a limited liability company, confirming and certifying Buyer's 
acceptance and acknowledgment of all matters set forth in this ARTICLE 4 and 
in SECTION 8.1.

                       ARTICLE 5 - ADJUSTMENTS AND PRORATIONS

The following adjustments and prorations shall be made at Closing:

5.1  LEASE RENTALS AND EXPENSES.

     5.1.1  RENTS.  Rents shall be prorated as of midnight of the day
     immediately preceding the Closing Date.  Without otherwise limiting the
     foregoing, Seller shall be entitled to all rents (including any percentage
     rent and any accrued tax and operating expense escalations, subject to the
     provisions of SECTION 5.6), charges, and other revenue of any kind
     attributable to any period under the Leases to but not including the
     Closing Date.  Buyer shall be entitled to all rents (including any
     percentage rent and any accrued tax and operating expense escalations,
     subject to the provisions of SECTION 5.6), charges and other revenue of any
     kind attributable to any period under the Leases on and after the Closing
     Date.  Rents and expense escalations or other reimbursements due landlord
     under the Leases not collected as of the Closing Date shall not be prorated
     at the time of Closing, but Buyer shall make a good faith effort to collect
     the same on Seller's behalf (which obligation of Buyer shall survive the
     Closing), and to tender the same to Seller upon receipt, provided that all
     rents, escalations and other reimbursements due landlord under the Leases
     collected by Buyer on or after the Closing Date shall first be applied to
     all amounts due under the Leases at the time of collection (i.e., current
     rents and sums due Buyer as the current owner and landlord) with the
     balance (if any) payable to Seller, but only to the extent of amounts
     delinquent and actually due Seller.  Buyer shall not have an exclusive
     right to collect the sums due Seller under the Leases and Seller hereby
     retains

                                       10
<PAGE>

     its rights to pursue any tenant under the Leases for sums due Seller 
     for periods attributable to Seller's ownership of the Property; 
     provided, however, that Seller shall not without Buyer's prior written
     consent, which may be withheld for any reason or for no reason, cause any
     Lease to be terminated as a result of any default by any tenant under its
     Lease.  Buyer shall receive a credit  against the Purchase Price for all
     security deposits and pre-paid rentals held by Seller covering the period
     post-Closing.  To the extent assignable, Seller shall assign to Buyer any
     security deposits held by Seller at Closing.  

     5.1.2  EXPENSES.  Expenses shall be prorated as of midnight of the day
     immediately preceding the Closing Date.  At Closing, Buyer shall (i)
     reimburse Seller on the Closing Date for any and all fees, including
     leasing commissions, paid or expenses incurred (collectively the "Lease
     Expenses") arising out of or in connection with any extensions, renewals or
     expansions under the Leases exercisable by any tenant after April 25, 1997,
     which Lease Expenses were paid by Seller prior to Closing, and (ii)
     indemnify and hold Seller harmless from and against any and all claims for
     such Lease Expenses which Buyer is required to pay hereunder.  Expenses in
     connection with New Leases or discretionary extensions, renewals and
     expansions shall be reimbursed to Seller in accordance with the provisions
     of SECTION 13.1.

5.2  REAL ESTATE AND PERSONAL PROPERTY TAXES.  Real estate, as opposed to
personal property taxes, shall be prorated only on the basis of real estate
taxes which become due and payable in the calendar year during which Closing
occurs, based upon the latest available tax bill and the number of days elapsed
in the calendar year of Closing, as of midnight of the day immediately preceding
the Closing Date.  Personal property taxes shall be prorated as of the Closing
Date based upon the date they become due.  Seller shall be entitled to all tax
refunds and credits attributable to the Property prior to the Closing Date. 
Buyer shall pay all real estate and personal property taxes and shall be
entitled to all tax refunds and credits attributable to the Property after the
Closing Date.  If the real estate and/or personal property tax rate and
assessments have not been set for the year in which the Closing occurs, then the
proration of such taxes shall be based upon the rate and assessments for the
preceding tax year, and there will be no re-proration or adjustment  upon
receipt of the actual tax bill even if it differs from the amounts used at
Closing. Seller shall pay all special assessments payable prior to the Closing
Date and Buyer shall pay all special assessments payable on and after the
Closing Date; provided, however, that Seller shall not be responsible for any
special assessments which have not been confirmed or which relate to projects
that have not been completed on the date hereof.  Notwithstanding the foregoing,
any obligation of Seller hereunder shall be offset on a dollar for dollar basis
to the extent Buyer is entitled after Closing to recover an increase in taxes
from the tenants under the Leases for any tax period prior to the Closing Date,
regardless of whether Buyer actually collects such increased taxes from such
tenants.  In the event the Property has been assessed for property tax purposes
at such rates as would result in reassessment (i.e., "escape assessment" or
"roll-back taxes") based upon the change in land usage or ownership of the
Property, Buyer hereby agrees to pay all such taxes and to indemnify and save
Seller harmless from and against all claims and liability for such taxes.  Such
indemnity shall survive the Closing and not be merged therein.  

                                       11
<PAGE>

5.3  PROPERTY OPERATING EXPENSES.  Operating expenses for the Property shall 
be prorated as midnight of the day immediately preceding the  Closing Date.  
Seller shall pay all utility charges and other operating expenses 
attributable to the Property to, but not including the Closing Date (except 
for those utility charges and operating expenses payable by tenants in 
accordance with the Leases) and Buyer shall pay all utility charges and other 
operating expenses attributable to the Property on or after the Closing Date. 
To the extent that the amount of actual consumption of any utility services 
is not determined prior to the Closing Date, a proration shall be made at 
Closing based on the last available reading and post-closing adjustments 
shall be within twenty (20) days of the date that actual consumption for such 
pre-closing period is determined. Seller shall not assign to Buyer any 
deposits which Seller has with any of the utility services or companies 
servicing the Property.  Buyer shall arrange with such services and companies 
to have accounts opened in Buyer's name beginning at 12:01 a.m. on the day 
following the Closing Date. 

5.4  CLOSING COSTS.  Except as expressly provided herein, Buyer shall pay all 
costs associated with Closing other than Seller's attorney's fees and costs. 
Without otherwise limiting the foregoing, Buyer shall pay all premiums and 
charges of the Title Company for the Owner's Title Policies (including 
endorsements requested by Buyer) which Owner's Title Policies will be issued 
pursuant to the Title Report, the cost of any Survey obtained by Buyer or 
Seller to be used as a part of this transaction (including any Surveys for 
the Property prepared for Seller on or after February 1, 1997 in anticipation 
of this sale), the cost of any Phase I environmental reports and asbestos 
surveys ordered by Seller subsequent to February 1, 1997,  all recording and 
filing charges in connection with the instrument by which Seller conveys the 
Property and all escrow charges, all transfer taxes, and any other costs 
customarily paid by the Buyer pursuant to  the customs of the state in which 
each Property is located. Each party shall pay its own attorneys.  The 
obligations of the Buyer to pay applicable escrow charges shall survive the 
termination of this Agreement.  The foregoing notwithstanding, in the event 
Seller elects to proceed with a like-kind exchange as described in SECTION 
14.15 of this Agreement, Seller will pay any increase in recording or 
documentary taxes associated with the recording of documents necessary to 
accomplish the like-kind exchange. 

5.5  APPORTIONMENT CREDIT.  In the event the apportionments to be made at the 
Closing result in a credit balance (i) to Buyer, such sum shall be paid (at 
Seller's option) at the Closing by giving Buyer a credit against the Balance 
in the amount of such credit balance or without reduction of the Balance by 
giving Buyer a certified or bank check payable to the order of Buyer or (ii) 
to Seller, Buyer shall pay the amount thereof to Seller at the Closing by 
wire transfer of immediately available federal funds to the account or 
accounts to be designated by Seller for the payment of the Balance or, if no 
such account is designated, by certified or bank check payable to the direct 
order of Seller.

5.6  DELAYED ADJUSTMENT.   If at any time following the Closing Date, the 
amount of an item listed in any section of this ARTICLE 5 shall prove to be 
incorrect, the party in whose favor the error was made shall promptly pay to 
the other party the sum necessary to correct such error upon receipt of proof 
of such error, provided that such proof is delivered to the party from whom 
payment is requested on or before six (6) months after Closing.  The 
provisions of this SECTION 5.6 shall survive the Closing. 

                                       12
<PAGE>

                              ARTICLE 6 - CLOSING

6.1  CLOSING.  Buyer and Seller hereby agree that the Transaction (as 
hereinafter defined) shall be consummated via a Closing in escrow with the 
Escrow Agent.  The Escrow Agent shall be paid a closing escrow fee in the 
total sum of Seven Hundred Dollars ($700.00) for services as Escrow Agent.  
On the Closing Date, Escrow Agent shall close escrow by:

       (i)  Recording all documents as may be necessary to clear title to 
            each Property in accordance with the requirements of this 
            Agreement;

      (ii)  Recording the Deeds (as hereinafter defined);

     (iii)  Paying all closing costs and making all prorations in accordance 
            with the terms of this Agreement and a statement of adjustments 
            and prorations prepared by Escrow Agent and approved by Buyer and 
            Seller, copies of which statement shall be signed in multiple 
            originals by Buyer and Seller and delivered to Escrow Holder 
            prior to the Closing Date;

      (iv)  Delivering to Buyer the Title Policies, closing statement(s) duly 
            executed by Buyer, Seller and Escrow Agent,  and an original of 
            each of the documents described in SECTIONS 6.4 (b) through (m) 
            and 6.4(p) (the Deeds referred to in SECTION 6.4(a) to be 
            delivered by Escrow Agent to Buyer after return from the 
            recorder's office); and

       (v)  Delivering to Seller, by wire transfer to be received by Seller's 
            bank not later than 3:00 p.m. Eastern Time, on the Closing Date, 
            or as may otherwise be directed by written instructions from 
            Seller, the Purchase Price plus or minus closing adjustments and 
            prorations; and delivering to Seller, on or promptly after the 
            Closing Date, a closing statement fully executed by Seller, Buyer 
            and Escrow Agent, a copy of the Title Policies,  conformed copies 
            of the recorded Deeds, and an original of each of the documents 
            described in SECTIONS 6.5(a) through (f), and a copy of the 
            documents described in SECTION 6.5(g). 

     In the event that Buyer or Seller execute separate escrow instructions,
such separate escrow instructions shall constitute separate agreements between
Escrow Holder on the one hand, and Buyer or Seller, as the case may be, on the
other hand, and shall not constitute agreements between Buyer and Seller.  Such
separate escrow instructions shall be enforceable only to the extent not
inconsistent with this Agreement.

6.2  CLOSING DATE.  Subject to Seller's right to extend the Closing as 
provided in SECTION 3.2, the transaction contemplated by this Agreement 
("Transaction") shall close ("Closing") on July 18, 1997 ("Closing Date").  
Buyer shall have the option to delay the Closing Date to September 30, 1997 
(the "Option Closing Date"). Buyer may exercise its option to delay the 
Closing Date to the Option Closing Date only by (a) delivering to Seller on 
or before July 7, 1997 a written

                                       13
<PAGE>

notice of Buyer's election to close on the Option Closing Date ("Election 
Notice"), and (b) depositing with Title Company on the first business day 
following delivery of the Election Notice an additional deposit of  ONE 
HUNDRED FIFTY EIGHT THOUSAND, TWO HUNDRED EIGHTY FIVE DOLLARS ($158,285.00). 
The Closing shall take place at 11:00 a.m. Central Time in the offices of 
the Title Company. Buyer and Seller shall conduct a "pre-closing" no later 
than three (3) business days prior to the Closing Date.  Seller shall escrow 
with the Title Company no later than two (2) business days prior to the 
Closing Date fully executed, notarized and recordable Deeds (as hereinafter 
defined) for the Real Property bills of sale for the Personal Property, such 
documents to be held by the Title Company pursuant to an escrow letter to be 
provided by Seller on or before the Closing Date.  Title transfer and payment 
of the Purchase Price is to be completed on the Closing Date as set forth in 
SECTION 6.3.  Time is of the essence with respect to the Closing Date.

6.3  TITLE TRANSFER AND PAYMENT OF PURCHASE PRICE.  Seller agrees to convey 
title to the Real Property to Buyer by special warranty or limited warranty 
deed with covenants only against Seller's acts during Seller's term of 
ownership and not otherwise (collectively, the "Deeds").  Seller's conveyance 
is conditioned upon confirmation of receipt of the Purchase Price by the 
Title Company as set forth below or by Seller's written agreement to release 
the transfer documents on some other basis.  Buyer's acceptance of the Deeds 
shall be deemed to be the full performance and discharge of any and all of 
Seller's obligations hereunder, except as expressly set forth herein.  Buyer 
agrees to deliver the Balance to the Title Company no later than 12:00 noon, 
Central Time on the Closing Date and Buyer unconditionally directing the 
Title Company to deposit the same in Seller's designated account.   
Notwithstanding the foregoing, either party shall have the right to terminate 
this Agreement if the other party has not performed its obligations under 
this Agreement required to be performed as of the Closing Date.  

6.4  SELLER'S CLOSING DELIVERIES.  At the Closing, Seller shall deliver or 
cause to be delivered to Buyer the following:

     a.  DEEDS.  A duly executed and acknowledged special warranty
         deed in recordable form and acceptable to Seller and Buyer
         conveying to Buyer all of Seller's right, title and interest
         in and to the Real Property.

     b.  BILL OF SALE.  A bill of sale in the form attached hereto as
         EXHIBIT D  ("Bill of Sale") conveying all of the Seller's
         right, title and interest in and to the Personal Property
         for each project.

     c.  ASSIGNMENT OF LEASES.  An assignment and assumption of
         tenant leases, in the form attached hereto as EXHIBIT E-1
         ("Assignment of Leases") transferring all of Seller's
         interest in the tenant space leases and any amendments,
         guarantees and other documents relating thereto ("Leases"),
         together with all assignable security deposits paid by the
         tenants thereunder and not applied by Seller in accordance
         with the terms of the Leases and the accrued interest, if
         any, on each of such security deposits.  EXHIBIT E-2
         attached hereto sets forth a list of all Leases, which list
         will be updated by Seller as of the Closing Date.

                                       14
<PAGE>

     d.  ASSIGNMENT OF WARRANTIES AND GUARANTIES.  An assignment of
         any warranties and guaranties in the form attached hereto as
         EXHIBIT F ("Assignment of Warranties") assigning to Buyer
         all of Seller's right, title and interest in any unexpired
         warranties and guaranties pertaining to the Property, but
         only to the extent the same are assignable without expense
         to Seller.

     e.  ESTOPPEL LETTERS. Estoppel letters from each of those
         tenants identified on EXHIBIT G as "Major Tenants" (the
         "Major Tenants"), and from each of the other tenants under
         the Leases which provide an estoppel letter to Seller in
         response to Seller's written request for the same (Seller
         being obligated under this Agreement to request the Estoppel
         letters from each tenant holding an interest under a Lease,
         but without Seller obligation to obtain the same from
         tenants other than Major Tenants) (the "Other Tenants"),
         dated not earlier than forty-five (45) days prior to the
         initially scheduled Closing Date, and substantially in the
         form of the estoppel letter attached hereto as EXHIBIT H-1
         or in the form which such Other Tenant is required to
         provide pursuant to the terms of such Other Tenant's Lease. 
         In the event Seller cannot, after reasonable efforts, obtain
         a tenant estoppel letter from a Major Tenant from whom an
         estoppel letter is requested, then Seller shall deliver to
         Buyer a Seller's (landlord) estoppel letter in the form of
         estoppel letter attached hereto as EXHIBIT H-2 dated within
         five (5) business days prior to the Closing Date or the
         Option Closing Date, as applicable, which Seller's estoppel
         letter shall expire and be of no further force or effect on
         the date that is ninety (90) days  following the Closing
         Date; provided, however, that if Seller shall obtain an
         estoppel letter  from any such tenant after delivery of such
         Seller's estoppel letter, Seller's (landlord) estoppel
         letter shall thereafter be without further force or effect. 
         In the event Buyer gives the Election Notice, Seller shall
         deliver to Buyer, within five (5) business days prior to the
         Option Closing Date, (a) any tenant estoppel letter that is
         dated earlier than forty five (45) days prior to the Option
         Closing Date, (b) any tenant estoppel letter dated more than
         forty-five days prior to the Option Closing Date, together
         with  a schedule warranting to Buyer that, to Seller's
         Knowledge, except as set forth in such schedule, Seller is
         not aware of any default under such tenant's Lease arising
         after the date of such tenant estoppel letter, (c) a Seller
         estoppel letter for each Major Tenant of the Property for
         which a tenant estoppel letter was not received, as
         described above, or (d) a combination of (a), (b) and (c). 

     f.  NOTICE TO TENANTS.  Letters to each tenant under the Leases
         in the form attached hereto as EXHIBIT I notifying them of
         the sale of the Property to Buyer and advising them that all
         future payments of rent and other payments due under the
         Leases are to be made to Buyer at an address designated by
         Buyer.

     g.  NON-FOREIGN STATUS AFFIDAVIT.  A non-foreign status
         affidavit in the form attached hereto as EXHIBIT J, as
         required by Section 1445 of the United States Internal
         Revenue

                                       15
<PAGE>

         Code ("Code"), and any similar affidavit or statement required 
         pursuant to the laws of the States in which the projects 
         comprising the Property are located.

     h.  EVIDENCE OF AUTHORITY.  A certificate of an Assistant
         Secretary of Seller with respect to the authority to act on
         behalf of Seller of the individual executing on behalf of
         Seller all documents contemplated by this Agreement.  Seller
         shall deliver to the Title Company such documents as may be
         reasonably required by Title Company to evidence the
         capacity of the Seller hereto and the authority of the
         person executing any documents on behalf of the Seller.

     i.  SELLER'S CERTIFICATE.  The Certificate of Seller certifying
         to the matters set forth in SECTIONS 8.2.1, 8.2.2, 8.2.3 
         and 8.2.4.

     j.  PROPERTY DOCUMENTS.  (i) To the extent in the possession of
         Seller or  the current manager of the Property, [x] the
         original (or, if unavailable, a copy) of the existing
         certificate or certificates of occupancy for the
         improvements on the Property, [y] all original (or, if
         unavailable, copies of) certificates, licenses, permits,
         authorizations and approvals issued for or with respect to
         the Property by governmental and quasi-governmental
         authorities having jurisdiction; (ii)   All books and
         records located at the Property or at the office of Seller's
         building manager relating to the Property and the ownership
         and operation thereof.

     k.  SELLER'S ERISA CERTIFICATE.  The certificate of Seller
         substantially in the form attached hereto as EXHIBIT K and
         any other certificate or other information reasonably
         required by Buyer to satisfy Buyer that the transaction
         contemplated in this Agreement does not constitute a 
         non-exempt prohibited transaction under ERISA and that such
         transaction complies with ERISA in all respects.

     l.  OTHER DOCUMENTS.  Such other documents as may be reasonably
         required by Title Company or as may be agreed upon by Seller
         and Buyer to consummate the Transaction.

     m.  TENANT SECURITY DEPOSITS.  Either (i) a separate certified
         or cashier's check payable to the order of Buyer, or (ii) a
         credit to Buyer against the Balance, in the aggregate amount
         of the unapplied cash security deposits then held by Seller
         under the Leases and any interest thereon.  With respect to
         any security deposits which are letters of credit, Seller
         shall, if the same are assignable, deliver to Buyer at the
         Closing such letters of credit and shall execute and deliver
         such other instruments as the issuers of such letters of
         credit shall reasonably require and shall cooperate with
         Buyer to change the named beneficiary under such letters of
         credit to Buyer.  Seller shall make good faith efforts to
         obtain consent to assignment of all such letters of credit
         from the issuers thereof and, if required, from tenants.

                                       16
<PAGE>

     n.  KEYS AND ORIGINAL DOCUMENTS.  Keys to all locks on the Real
         Property in Seller's possession, and originals or, if
         originals are not available, copies, of the Leases and of
         the assigned warranties and guarantees. 

     o.  TRANSFER TAX FORMS.  If applicable, duly completed and
         signed real estate transfer tax forms.

6.5  BUYER'S CLOSING DELIVERIES.  At the Closing, Buyer shall deliver or cause
to be delivered to Seller the following:

     (a)  PURCHASE PRICE BALANCE.  The Balance, as adjusted for
          apportionments and other adjustments required under this
          Agreement.

     (b)  ASSIGNMENTS OF LEASES, WARRANTIES AND GUARANTIES.  The
          Assignment of Leases and the Assignment of Warranties and
          Guaranties executed and acknowledged by Buyer. 

     (c)  BUYER'S CERTIFICATE.  The certificate of Buyer certifying to
          the matters set forth in ARTICLE 4 and SECTIONS 8.1.1 and
          8.1.2. 

     (d)  BUYER'S ERISA CERTIFICATE.  The certificate of Buyer substantially in
          the form attached hereto as EXHIBIT L and any other certificate or
          other information reasonably required by Seller to satisfy Seller that
          the transaction contemplated in this Agreement does not constitute a
          non-exempt prohibited transaction under ERISA and that such
          transaction complies with ERISA in all respects.

     (e)  EVIDENCE OF AUTHORITY.   Documentation to establish to Seller's
          reasonable satisfaction the due authorization of Buyer's acquisition
          of the Property and Buyer's delivery of the documents  required to be
          delivered by Buyer pursuant to this Agreement, including, but not
          limited to, the organizational documents of Buyer, as they may have
          been amended from time to time, resolutions of Buyer, and incumbency
          certificates of Buyer.

     (f)  OTHER DOCUMENTS.   Any other documents required by this Agreement to
          be delivered by Buyer.

     (g)  TRANSFER TAX FORMS. If applicable, duly completed and signed real
          estate transfer tax returns and check(s) for such payment.

                      ARTICLE 7 - CONDITIONS TO CLOSING

7.1  SELLER'S OBLIGATIONS.  Seller's obligation to close the Transaction is 
conditioned on all of the following, any or all of which may be waived by 
Seller by an express written waiver, at its sole option:

                                       17
<PAGE>

     (a)  CORPORATE APPROVAL.  For  Seller, the unconditional approval
          of the Transaction contemplated in this Agreement by its 
          corporate officers, its Law Department and, if necessary, by
          the Finance Committee of it's Board of Directors, each in
          their sole discretion, on or before the date set forth in
          SECTION 10.1.2. 

     (b)  REPRESENTATIONS TRUE.  All representations and warranties
          made by Buyer in this Agreement, as the same may be amended
          as provided in SECTION 8.3.1, shall be true and correct in
          all material respects on and as of the Closing Date, as if
          made on and as of such date except to the extent they
          expressly relate to an earlier date. 

     (c)  BUYER'S DELIVERIES COMPLETE.  Buyer shall have delivered the funds
          required hereunder and all of the documents to be executed by Buyer
          set forth in SECTION 6.5 and shall have performed all other covenants,
          undertakings and obligations, and complied with all conditions
          required by this Agreement  to be performed or complied with by Buyer
          at or prior to the Closing.

7.2  BUYER'S OBLIGATIONS.  Buyer's obligations to close the Transaction is 
conditioned on all of the following, any or all of which may be expressly 
waived by Buyer in writing, at its sole option:

     (a)  REPRESENTATIONS TRUE.   All representations and warranties made by
          Seller in this Agreement, as the same may be amended as provided in
          SECTION 8.3.1, shall be true and correct in all material respects on
          and as of the Closing Date, as if made on and as of such date except
          to the extent that they expressly relate to an earlier date.

     (b)  TITLE CONDITIONS SATISFIED.  At the time of the Closing, title to the
          Property shall be as provided in ARTICLE 3 of this Agreement.

     (c)  SELLER'S DELIVERIES COMPLETE.  Seller shall have delivered all of the
          documents and other items required pursuant to SECTION 6.4 and shall
          have performed all other covenants, undertakings and obligations, and
          complied with all conditions required by this Agreement  to be
          performed or complied with by Seller at or prior to the Closing.

7.3  WAIVER OF FAILURE OF CONDITIONS PRECEDENT.  At any time or times on or 
before the date specified for the satisfaction of any condition, Buyer or 
Seller may elect in writing to waive the benefit of any such condition.  By 
closing the Transaction, Buyer and Seller shall be conclusively deemed to 
have waived the benefit of any  such unfulfilled conditions.  In the event 
any of the conditions set forth herein  are neither waived nor fulfilled, 
Buyer or Seller (as appropriate) may terminate their obligations to perform 
at the Closing and otherwise under this Agreement  in accordance with the 
provisions of ARTICLE 10.

                    ARTICLE 8 - REPRESENTATIONS AND WARRANTIES

                                       18
<PAGE>

8.1  BUYER'S REPRESENTATIONS.  Buyer represents and warrants to Seller as 
follows:

     8.1.1.  BUYER'S AUTHORIZATION.  Buyer is duly organized (or formed),
     validly existing and in good standing under the laws of Maryland and the
     State in which the Property is located, and is authorized to consummate the
     transactions contemplated hereby and fulfill all of its respective
     obligations hereunder and under all documents contemplated hereunder to be
     executed by Buyer, and Buyer has received all necessary power to execute
     and deliver this Agreement and all documents contemplated hereunder to be
     executed by Buyer, and to perform all of Buyer's obligations hereunder and
     thereunder.  This Agreement and all documents contemplated hereunder to be
     executed by Buyer, have been duly authorized by all requisite partnership
     or corporate action on the part of Buyer and are the valid and legally
     binding obligation of Buyer, enforceable in accordance with their
     respective terms.  Neither the execution and delivery of this Agreement and
     all documents contemplated hereunder to be executed by Buyer, nor the
     performance of the obligations of Buyer hereunder or thereunder will result
     in the violation of any law or any provision of the agreement of
     partnership or articles of incorporation and by-laws of the Buyer or will
     conflict with any order or decree of any court or governmental
     instrumentality of any nature by which Buyer is  bound.

     8.1.2.  PROPERTY SOLD "AS-IS".  Except as expressly set forth herein,
     Buyer acknowledges and agrees that the Property is to be sold on an "As-Is,
     Where-Is" basis, and Buyer will rely entirely upon its own inspections and
     analysis of the Property.   Without in any way limiting the foregoing,
     Buyer hereby specifically acknowledges and agrees that:
     
             (a)  THE PROPERTY SHALL BE SOLD, AND BUYER SHALL ACCEPT
                  POSSESSION OF THE PROPERTY ON THE CLOSING DATE, "AS-IS,
                  WHERE-IS, WITH ALL FAULTS", WITH NO RIGHT OF SETOFF OR
                  REDUCTION IN THE PURCHASE PRICE.

             (b)  EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH
                  IN  THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES SET
                  FORTH IN ANY ESTOPPEL LETTER DELIVERED BY SELLER IN
                  ACCORDANCE WITH THE TERMS OF SECTION 6.4  HEREOF, AND THE
                  LIMITED WARRANTY TO TITLE TO BE GIVEN IN THE DEEDS (HEREIN
                  COLLECTIVELY CALLED THE "SELLER'S WARRANTIES"), NONE OF  THE
                  SELLER PARTIES  HAVE OR SHALL BE DEEMED TO HAVE MADE ANY
                  VERBAL  OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES, OR
                  GUARANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR
                  OTHERWISE), TO  BUYER WITH RESPECT TO THE PROPERTY, IN ANY
                  MANNER SET FORTH, CONTAINED OR ADDRESSED IN THE DOCUMENTS
                  (INCLUDING, BUT NOT LIMITED TO,  THE ACCURACY AND
                  COMPLETENESS THEREOF) OR THE RESULTS OF THE INVESTIGATIONS;
                  AND BUYER HAS CONFIRMED INDEPENDENTLY

                                       19
<PAGE>

                  ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS PURCHASE 
                  OF THE PROPERTY OR THE TRANSACTION. 

             (c)  BUYER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT FOR SELLER'S 
                  WARRANTIES, BUYER IS NOT RELYING ON (AND SELLER AND EACH OF 
                  THE OTHER SELLER PARTIES DOES HEREBY DISCLAIM AND RENOUNCE) 
                  ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE 
                  WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, 
                  STATUTORY OR OTHERWISE, FROM SELLER OR ANY OTHER SELLER 
                  PARTIES, AS TO:  (1) THE OPERATION OR INCOME POTENTIAL OF 
                  THE PROPERTY, USES, MERCHANTABILITY OR FITNESS OF ANY 
                  PORTION OF THE PROPERTY FOR A PARTICULAR USE OR PURPOSE; 
                  (2) THE PHYSICAL CONDITION OR SAFETY OF THE PROPERTY OR ANY 
                  IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, 
                  PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, 
                  AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY, INCLUDING 
                  HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THE 
                  PROPERTY OR ANY IMPROVEMENTS THEREON FOR A PARTICULAR 
                  PURPOSE; (3) THE PRESENCE OR ABSENCE, LOCATION OR SCOPE OF 
                  ANY HAZARDOUS MATERIALS IN, AT OR UNDER THE PROPERTY; (4)  
                  WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE 
                  IN WORKING ORDER;  (5) THE HABITABILITY OR SUITABILITY FOR 
                  OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS 
                  CONSTRUCTION; (6) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY 
                  SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE 
                  MUNICIPAL, COUNTY, STATE OR FEDERAL STATUTES, CODES OR 
                  ORDINANCES; (7)  THE ACCURACY OF ANY STATEMENTS, 
                  CALCULATIONS,  OR CONDITIONS STATED OR SET FORTH IN 
                  SELLER'S BOOKS OR RECORDS CONCERNING THE PROPERTY OR AS 
                  DESCRIBED OR SET FORTH IN ANY OF SELLER'S OFFERING 
                  MATERIALS  WITH RESPECT TO THE PROPERTY; (8) THE DIMENSIONS 
                  OF THE PROPERTY OR THE ACCURACY OF ANY FLOOR PLANS, SQUARE 
                  FOOTAGE MEASUREMENTS, LEASE ABSTRACTS,  SKETCHES, REVENUE 
                  OR EXPENSE PROJECTIONS WHICH ARE RELATED TO THE PROPERTY; 
                  (9) THE OPERATING PERFORMANCE AND INCOME AND EXPENSES OF 
                  THE PROPERTY OR THE ECONOMIC STATUS OF THE PROPERTY; (10) 
                  THE ABILITY OF THE BUYER TO OBTAIN ANY OR ALL GOVERNMENTAL 
                  APPROVALS OR PERMITS FOR BUYER'S INTENDED USE AND 
                  DEVELOPMENT OF THE PROPERTY; (11) THE LEASING STATUS OF THE 
                  PROPERTY OR THE INTENTIONS OF ANY PARTIES WITH RESPECT TO 
                  THE NEGOTIATION AND/OR EXECUTION OF ANY LEASE FOR ANY 
                  PORTION OF THE

                                       20
<PAGE>

                  PROPERTY; AND (12) SELLER'S OWNERSHIP OF ANY PORTION OF THE 
                  PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT  
                  SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES 
                  OR INQUIRY REGARDING ANY MATTER WHICH MAY OR MAY NOT BE 
                  KNOWN TO SELLER, ITS OFFICERS, DIRECTORS, CONTRACTORS, 
                  AGENTS OR EMPLOYEES. 

             (d)  ANY REPORTS, REPAIRS,  OR WORK REQUIRED BY BUYER ARE THE 
                  SOLE RESPONSIBILITY OF BUYER, AND BUYER AGREES THAT THERE 
                  IS NO OBLIGATION ON THE PART OF SELLER TO MAKE ANY CHANGES, 
                  ALTERATIONS OR REPAIRS TO THE PROPERTY.  BUYER IS SOLELY 
                  RESPONSIBLE FOR OBTAINING ANY CERTIFICATE OF OCCUPANCY OR 
                  ANY OTHER APPROVAL OR PERMIT NECESSARY FOR TRANSFER OR 
                  OCCUPANCY OF THE PROPERTY AND FOR ANY REPAIRS OR 
                  ALTERATIONS NECESSARY TO OBTAIN THE SAME, ALL AT BUYER'S 
                  SOLE COST AND EXPENSE.  BUYER ACKNOWLEDGES AND AGREES THAT 
                  BUYER'S OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL FORCE 
                  AND EFFECT WITH BUYER HAVING NO RIGHT TO DELAY THE CLOSING 
                  OR TERMINATE THIS AGREEMENT REGARDLESS OF ANY FACTS OR 
                  INFORMATION LEARNED BY BUYER AFTER THE DATE HEREOF, EXCEPT 
                  AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.

             (e)  Buyer, for Buyer and Buyer's successors in interest, 
                  releases Seller from, and waives all claims and liability 
                  against Seller for or attributable to the following:

                   (i)  any and all statements or opinions heretofore or 
                        hereafter made, or information furnished, by the 
                        Seller Parties to Buyer or its agents or 
                        representatives, except for Seller's Warranties; and 

                  (ii)  any structural, physical or environmental condition 
                        at the Property, including without limitation, claims 
                        or liabilities relating to the presence, discovery or 
                        removal of any Hazardous Materials in, at, about or 
                        under the Property, or for, connected with or arising 
                        out of any and all claims or causes of action based 
                        upon CERCLA (Comprehensive Environmental Response, 
                        Compensation, and Liability Act of 1980, 42 U.S.C. 
                        SECTIONS 9601 et seq., as amended by SARA 
                        [Superfund Amendment and Reauthorization Act of 1986] 
                        and as may be further amended from time to time), the 
                        Resource Conservation and Recovery Act of 1976, 42 
                        U.S.C. SECTIONS 6901 et seq., or any related claims 
                        or causes of action or any other federal or state 
                        based statutory or regulatory causes of action for 
                        environmental contamination at, in or under the 
                        Property.   

                                       21
<PAGE>

             (f)  Except as expressly provided to the contrary in this 
                  SECTION (f), Buyer hereby (i) assumes and takes 
                  responsibility and liability for all losses, costs, claims, 
                  liabilities, expenses, demand and obligations of every kind 
                  or nature whatsoever attributable to the Property, whether 
                  arising or occurring before or after the date hereof and 
                  whether attributable to events or circumstances which have 
                  heretofore or may hereafter occur, including, without 
                  limitation, all losses, costs, claims, liabilities, 
                  expenses and demands with respect to the structural, 
                  physical or environmental condition of the Property 
                  (including, without limitation, any Hazardous Materials, 
                  in, at, under or about the Property), and (ii) agrees to 
                  indemnify, defend and hold harmless Seller from any loss, 
                  cost, claim, liability, expense or demand with respect 
                  thereto.  By its execution of this Agreement, Buyer hereby 
                  agrees that it shall at all times comply with all 
                  applicable federal, state and local laws, rules and 
                  regulations involving hazardous materials in, at, under or 
                  about the Property or their removal from the Property.  
                  Notwithstanding the foregoing, however, Buyer does NOT 
                  assume (and shall not be required to indemnify Seller for) 
                  any responsibility or liability arising out of or in 
                  connection with: 

                   (i)  any claims made or causes of action brought by any 
                        third party unrelated to Buyer alleging a default or 
                        breach by Seller which is alleged to have occurred 
                        prior to the Closing Date under any contract or 
                        agreement (other than any Lease (as such term is 
                        herein defined)) entered into between Seller and any 
                        such claimant; PROVIDED, HOWEVER, that Buyer shall be 
                        deemed to assume and shall indemnify Seller in 
                        accordance with the terms of this Section with 
                        respect to any such claims or causes of action to the 
                        extent that the same relates to any alleged defaults 
                        or the breach of any of the Leases (as such term is 
                        herein defined), it being understood and agreed by 
                        Buyer and Seller that Buyer shall rely solely upon 
                        its due diligence with respect to the Property, 
                        Seller's representations (as set forth in SECTION 8.2 
                        herein) and such estoppel letters as Buyer may 
                        receive on or before the Closing Date with respect to 
                        protection against any alleged breach or default by 
                        Seller under any of the Leases that may have occurred 
                        prior to the Closing Date; or 

                  (ii)  any tort claims made or brought by a third party 
                        unrelated to Buyer which arise from any acts or 
                        omissions of Seller which occurred during the time 
                        that Seller owned fee title to the Property; 
                        PROVIDED, HOWEVER, that Buyer shall be deemed to 
                        assume and shall indemnify Seller in accordance with 
                        the terms of this Section with respect to any such 
                        claims to the extent that (A) Buyer has the right to 
                        seek recovery from any tenants or previous tenants of 
                        the Property with respect to such tort claims or any 
                        tenant or previous tenant of the Property has 
                        otherwise agreed to indemnify the owner of the 
                        Property with respect to such tort claims, or (B) 
                        Buyer is able, after making all reasonable efforts, 
                        to obtain

                                       22
<PAGE>

                        an agreement by any tenants or previous tenants of 
                        the Property or any other party to indemnify or 
                        otherwise compensate Buyer with respect to such tort 
                        claims.

             (g)  For purposes of this Agreement, the term "Hazardous 
                  Material" shall mean any substance, chemical, waste or 
                  material that is or becomes regulated by any federal, state 
                  or local governmental authority because  it is  toxic, 
                  infectious, radioactive, explosive, ignitable, corrosive or 
                  reactive, including, without limitation, asbestos or any 
                  substance containing more than 0.1 percent asbestos, the 
                  group of compounds known as polychlorinated biphenyls, 
                  flammable explosives, oil, petroleum or any refined 
                  petroleum product.

             (h)  The agreements of Buyer set forth in this SECTION 8.1.2 
                  shall be reaffirmed at the Closing and shall not be merged 
                  therein.

     8.1.3.  SURVIVAL.  Buyer's representations and warranties shall survive
     the Closing for a period of thirty six  (36) months, after which they 
     shall be of no further force or effect.

8.2  SELLER'S REPRESENTATIONS.  Seller represents and warrants to Buyer as 
follows:  

     8.2.1  SELLER'S AUTHORIZATION.  Seller  is (x) duly organized, validly 
     existing and in good standing under the laws of the State of New Jersey, 
     its state of organization, and  is qualified to transact business and in 
     good standing in the state of Texas,  (y)  authorized to consummate this 
     transaction and fulfill all of its obligations hereunder, and (z) 
     subject to obtaining the approvals described in SECTION 7.1(a) has all 
     necessary power to execute and deliver this Agreement and to perform all 
     of its obligations hereunder.  Neither the execution and delivery of 
     this Agreement  by Seller nor the performance of its obligations 
     hereunder will result in the violation of any law or any provision of 
     Seller's articles of incorporation and by-laws or will conflict with any 
     order or decree of any court or governmental instrumentality of any 
     nature by which Seller is bound.

     8.2.2  NO OTHER AGREEMENTS.  Seller has not entered into any currently 
     effective agreement to sell or dispose all of its interests in and to 
     the Property (except for this Agreement).

     8.2.3  NO OTHER TENANTS.  As of the date of this Agreement, the only 
     tenants of the Property are the tenants listed in the Leases described 
     in EXHIBIT E-2 annexed hereto, and the copies of the Leases delivered to 
     or made available to Buyer by Seller pursuant to this Agreement are 
     true, correct and complete.  This representation shall terminate on the 
     Closing Date for any tenant providing an estoppel letter which (a) is in 
     conformity with Section 6.4 (e) of this Agreement, and (b) has attached 
     thereto a copy of such tenant's Lease which is identical to the copy of 
     such Lease provided to Buyer pursuant to Section 4.2 hereof.

                                       23
<PAGE>

     8.2.4  OTHER SELLER'S REPRESENTATIONS.  To the best of Seller's 
     Knowledge (as such term is hereafter defined):

             (a)  Except as listed in EXHIBIT M annexed hereto, Seller has 
                  not received any actual (as opposed to constructive) notice 
                  of pending or threatened litigation against the Seller 
                  which would materially and adversely affect the Property.

             (b)  Except as listed in EXHIBIT N annexed hereto, Seller has 
                  not received any written notice from  any governmental 
                  authority of any violation of any zoning, building, fire, 
                  or health code, statute, ordinance, rule or regulation 
                  applicable to the Property.

             (c)  Seller has not entered into any service, supply, 
                  maintenance or utility contracts affecting the Property 
                  which will be binding upon the Buyer after the Closing 
                  other than the Service Contracts listed in EXHIBIT O 
                  annexed hereto. 

             (d)  Except as disclosed in the schedule described in Section 
                  6.4(e), there are no defaults under any of the Leases for 
                  which Seller obtained a tenant estoppel letter which is 
                  dated more than forty-five (45) days prior to the Option 
                  Closing Date.

8.3  GENERAL PROVISIONS.

     8.3.1  Parties' Right to Amend Representation.  Seller and Buyer shall 
     have the right from time to time by notice to the other to amend its 
     representations and warranties hereunder, by amendment of the schedules 
     hereto or otherwise, to reflect changes in facts or to correct any 
     immaterial factual inaccuracies of which Buyer or Seller become aware 
     after the date of this Agreement.  Neither party shall have any 
     liability in connection with this Agreement  by reason of an inaccuracy 
     of a representation or warranty of which Buyer or Seller become aware, 
     if and to the extent that such inaccuracy is in fact promptly disclosed 
     to the other party.  If a party is aware of any such inaccuracy at the 
     time of the Closing and such party elects, nevertheless, to close 
     hereunder, then the disclosing party shall have no liability for such 
     inaccuracy.

     8.3.2  NO REPRESENTATION AS TO LEASES.  Except as expressly set forth 
     herein or in a Seller estoppel letter, Seller does not represent or 
     warrant that any particular Lease or Leases will be in force or effect 
     on the Closing Date or that the tenants will have performed their 
     obligations thereunder. 

     8.3.3  DEFINITION OF "SELLER'S KNOWLEDGE".  All references in this 
     Agreement to "Seller's Knowledge" shall refer only to the actual 
     knowledge of those  persons listed on EXHIBIT P (the "Designated 
     Employees") which Designated Employees' actual knowledge is limited to 
     the project indicated and none other.  Seller's Knowledge shall not be 
     construed to refer to the knowledge of any other officer, agent or 
     employee of Seller, any affiliate, its property manager or leasing 
     agent, or any of their officers or employees, or to

                                       24
<PAGE>

     impose or have imposed upon the Designated Employees any duty to 
     investigate the matters to which such knowledge, or the absence thereof, 
     pertains, including, but not limited to, the contents of the files, 
     documents and materials made available to or disclosed to Buyer or the 
     contents of files maintained by the Designated Employees.  Buyer 
     acknowledges that Seller has informed Buyer that the Designated 
     Employees may have limited knowledge as to any project due to Seller's 
     reorganization of its real estate operations, downsizing over the past 
     five years, and the resulting reduction in staff.  The Designated 
     Employees have not conducted an extensive search of Seller's files and 
     are only generally informed of recent property management matters 
     related to the indicated project.  There shall be no personal liability 
     on the part of any Designated Employee  arising out of any 
     representations or warranties made herein. 

     8.3.4  SURVIVAL.  Seller's representations and warranties shall survive 
     the Closing for a period of ninety (90) days, after which they shall be 
     of no further force or effect.

     8.3.5  LIMITATION ON SELLER LIABILITY.   In the event the Transaction is 
     closed on the Closing Date and thereafter Seller should be found by a 
     court of competent jurisdiction to be liable to Buyer for acts or 
     actions related to this  Agreement or any documents provided by Seller 
     to implement the Closing, the maximum aggregate liability of Seller to 
     Buyer and any person claiming by, through or under Buyer shall be in the 
     amount of ONE HUNDRED FIFTY EIGHT THOUSAND TWO HUNDRED EIGHTY FIVE 
     DOLLARS ($158,285.00).  This sum of $158,285.00 is the maximum aggregate 
     amount of damages which may be awarded to and collected by Buyer under 
     this Agreement or any document executed by Seller as a part of or in 
     anticipation of the Closing (including without limitation, any Seller 
     liability for damages in contract or tort relating to any Seller 
     representations or warranties contained in this Agreement, and any tort 
     claims which arise from the actions of Seller, its officers, employees 
     and agents as the same may relate to or be associated with the Sale of 
     the Property by Seller).

                                 ARTICLE 9 - COVENANTS

9.1  BUYER'S COVENANTS. Buyer hereby covenants as follows:

     9.1.1  CONFIDENTIALITY.  Buyer acknowledges that any information 
     furnished to Buyer with respect to the Property is and has been so 
     furnished on the condition that Buyer maintain the confidentiality 
     thereof. Accordingly, Buyer shall hold, and shall cause its directors, 
     officers and other personnel and representatives to hold, in strict 
     confidence, and not disclose to any other person without the prior 
     written consent of Seller until the Closing shall have been consummated, 
     any of the information in respect of the Property delivered to or for 
     the benefit of Buyer by Seller or any of its agents, representatives or 
     employees.  In the event the Closing does not occur and this Agreement  
     is terminated, Buyer shall promptly return to Seller all copies of 
     documents containing any of such information without retaining any copy 
     thereof or extract therefrom. Notwithstanding anything to the contrary 
     hereinabove set forth, Buyer may disclose such information (i) on a 
     need-to-know basis to its employees or members of professional firms 
     serving it,

                                       25
<PAGE>

     and (ii) as any governmental agency may require in  order to comply with 
     applicable laws or regulations.

     9.1.2  APPROVALS NOT A CONDITION TO BUYER'S PERFORMANCE.  Buyer 
     acknowledges and agrees that its obligation to perform under this 
     Agreement is not contingent upon Buyer's ability to obtain any (i) 
     governmental or quasi-governmental approval of changes or modifications 
     in use or zoning, or (ii) modification of any existing land use 
     restriction.

9.2  SELLER'S COVENANTS.  Seller hereby covenants as follows:

     9.2.1  MAINTENANCE OF PROPERTY. Except to the extent Seller is relieved 
     of such obligations by ARTICLE 11 hereof, Seller shall maintain and keep 
     the Property in a manner consistent with Seller's past practices with 
     respect to the Property; PROVIDED, HOWEVER, that Buyer hereby agrees 
     that it shall accept the Property subject to (i) all violations of law 
     or municipal ordinances, orders or requirements and (ii) all physical 
     conditions which would give rise to violations, existing on the date 
     hereof.  From the date hereof through the Closing Date, Seller  will (a) 
     advise and provide to Buyer a copy of any written notice Seller receives 
     after the date hereof from any governmental authority relating to the 
     violation of any law or ordinance regulating the condition or sue of the 
     Property, and (b) promptly notify Buyer of any material change 
     affecting the Property of which Seller has knowledge.

     9.2.2  ACCESS TO PROPERTY.  Seller shall allow Buyer or Buyer's 
     representatives access to the Property upon reasonable prior notice at 
     reasonable times provided such access does not interfere with the 
     operation of the Property or the rights of tenants.  Buyer shall 
     indemnify and hold harmless Seller for all damages resulting from 
     Buyer's activities on the Property.  The foregoing indemnification shall 
     survive the Closing or the earlier termination of this Agreement.

9.3  MUTUAL COVENANTS.  

     9.3.1  PUBLICITY.  Seller and Buyer each hereby covenant that, except to 
     the extent required by law, neither Seller nor Buyer shall issue any 
     press release or public statement (a "Release") with respect to the 
     transactions contemplated hereby without the prior consent of the other, 
     which consent shall not be unreasonably withheld, delayed or 
     conditioned.  If either Seller or Buyer is required by law to issue a 
     Release, such party shall, at least two (2) business days prior to the 
     issuance of the same, deliver a copy of the proposed Release to the 
     other party for its review.

     9.3.2  BROKER.  Seller and Buyer expressly acknowledge that C B 
     Commercial Real Estate Services Group, Inc. ("Broker")  has acted as the 
     exclusive broker with respect to the transaction contemplated herein and 
     with respect to this Agreement.  Seller shall pay any brokerage 
     commission due to Broker in accordance with the separate agreement 
     between Seller and Broker.  Seller and Buyer each represent and warrant 
     to the other that it has not dealt with any other broker in this 
     Transaction and each agrees to hold harmless

                                       26
<PAGE>

     the other and indemnify the other from and against any and all damages, 
     costs or expenses (including, but not limited to, reasonable attorneys' 
     fees and disbursements) suffered by the indemnified party  as a result 
     of acts of the indemnifying party that would constitute a breach of its 
     representation and warranty in this SECTION 9.3.  The provisions of this 
     SECTION 9.3 shall survive the Closing or earlier termination of this 
     Agreement.

                       ARTICLE 10 - FAILURE OF CONDITIONS

10.1 TO SELLER'S OBLIGATIONS.

     10.1.1  BUYER'S BREACH.  If, on or before the Closing Date:  (i) Buyer 
     is in default of any of its obligations hereunder, or (ii) any of 
     Buyer's material representations or warranties are untrue in any 
     material respect, or (iii) any condition to the obligation of Seller to 
     close hereunder has not been satisfied as a result of the failure by 
     Buyer to materially perform its obligations under this Agreement  or 
     otherwise in a prompt and timely basis, then Seller may elect to (x) 
     terminate this Agreement by written notice to Buyer, or (y) waive such 
     default by Buyer and close the Transaction.  If this Agreement  is so 
     terminated, then Seller shall be entitled, as its sole and exclusive 
     remedy for Buyer's breach,  to the Deposit as liquidated damages, and 
     thereafter neither party to this Agreement  shall have any further 
     rights or obligations hereunder, other than as expressly provided 
     herein.  

                                       27
<PAGE>

     10.1.2  NON-AUTHORIZATION FEE.  Seller acknowledges that Buyer, upon 
     execution of this Agreement, will expend a considerable amount of time 
     and effort, and will incur expenses, related to completion of its Due 
     Diligence, all with no assurance that Seller will obtain the 
     authorizations described in SECTION 7.1(a).  To provide Buyer with the 
     assurance that its efforts and expenses are not being unduly put at 
     risk, Seller agrees (a) to proceed in good faith toward obtaining the 
     authorizations described in SECTION 7.1(a) on or before June 12, 1997, 
     and (b) that in the event the Seller is unable to provide the 
     authorizations described in SECTION 7.1(a), for any reason other than 
     Seller's receipt of written notice that Buyer has terminated this 
     Agreement pursuant to SECTION 4.1 of this Agreement, then Seller will 
     pay to Buyer a fixed sum of SEVENTY NINE THOUSAND ONE HUNDRED FORTY TWO 
     DOLLARS AND FIFTY CENTS ($79,142.50) as liquidated damages, to be paid 
     without regard to Buyer's actually incurred costs and this represents 
     the absolute limit on Seller's liability under the terms of this 
     Agreement in the event Seller does not obtain the authorizations 
     described in SECTION 7.1(a). 

10.2 TO BUYER'S OBLIGATIONS.

     10.2.1  BUYER'S REMEDY.  If, at the Closing, any condition to the 
     obligation of Buyer to close hereunder set forth in Section 7.2 has not 
     been substantially satisfied, Buyer shall have the right to (i) 
     terminate this Agreement by written notice to Seller, promptly after 
     which Seller shall return the Deposit to Buyer, or (ii) Buyer may waive 
     the condition and proceed to close the transaction.

                     ARTICLE 11 - CONDEMNATION/CASUALTY

11.1 CONDEMNATION.

     11.1.1  RIGHT TO TERMINATE.  If, prior to the Closing Date, all or any 
     significant portion (as hereinafter defined) of any project which 
     comprises a portion of the Property is taken by eminent domain (or is 
     the subject of a pending taking which has not yet been consummated), 
     Seller shall notify Buyer of such fact promptly after obtaining 
     knowledge thereof, and  Buyer shall have the right to terminate this 
     Agreement by giving notice to Seller not later than ten (10) days after 
     receipt  of  notice.  For purposes hereof, a "significant portion" of 
     the Property shall mean (i) such portion as shall have a value in excess 
     of One Hundred Thousand Dollars ($100,000.00) for each project described 
     in EXHIBIT A, or (ii) such portion, the taking of which shall have a 
     material adverse effect on the operation of such project.  If Buyer  
     elects to terminate this Agreement as aforesaid, the provisions of 
     SECTION 11.4 shall apply.

                                       28
<PAGE>

     11.1.2  ASSIGNMENT OF PROCEEDS.  If (i)  Buyer elects not to terminate 
     this Agreement  as aforesaid, there shall be no abatement of the 
     Purchase Price; PROVIDED, HOWEVER, that, at the Closing, Seller shall 
     pay to Buyer the amount of any award for or other proceeds on account of 
     such taking which may have been paid to Seller prior to the Closing Date 
     as a result of such taking and Seller shall assign to Buyer at the 
     Closing (without recourse to Seller) the rights of Seller to, and Buyer 
     shall be entitled to receive and keep, all awards for the taking of such 
     project  or such portion thereof.

11.2  DESTRUCTION OR DAMAGE.  In the event any project comprising a portion 
of the Property is damaged or destroyed prior to the Closing Date and such 
damage or destruction (a)   would cost less than  or equal to One Hundred 
Thousand Dollars ($100,000.00)  to repair or restore, and (b) would not give 
any tenant thereof the right to terminate or materially alter its Lease, then 
this Agreement  shall remain in full force and effect and Buyer shall acquire 
the Property upon the terms and conditions set forth herein.  In such event, 
the parties shall close the Transaction and Buyer shall receive at Closing a 
credit against the Purchase Price equal to the  amount required to repair or 
restore the project to the condition existing immediately before such damage 
or destruction; provided, however, nothing herein shall be construed to 
require Seller to repair or restore the project to a condition better than 
that existing on the date of this Agreement.  If the cost of repair or 
restoration  of the project would equal or exceed One Hundred Thousand 
Dollars ($100,000.00), then Buyer shall have thirty (30) days after Seller 
notifies Buyer that a casualty has occurred to make an election to terminate 
this Agreement  by delivery to Seller  of a written election notice (the 
"Election Notice").  The failure by Buyer  to deliver the Election Notice 
within such thirty (30) day period shall be deemed an election not to 
terminate this Agreement.  In the event Buyer elects not to terminate this 
Agreement as set forth above, this Agreement shall remain in full force and 
effect, the parties shall close the Transaction, and at Closing Buyer shall 
receive a credit against the Purchase Price equal to the cost of repair or 
restoration of the project to the condition existing before such damage or 
destruction.  

11.3  INSURANCE.  Seller shall maintain the property insurance coverage 
currently in effect for the Property through the Closing Date.  Seller shall 
not assign to Buyer any insurance policies in connection with the Property. 

11.4  EFFECT OF TERMINATION.  If this Agreement  is terminated pursuant to 
this ARTICLE 11,  Seller promptly shall direct that the Deposit be refunded 
to Buyer. Upon such refund, this Agreement  shall terminate and neither party 
to this Agreement  shall have any further rights or obligations hereunder 
other than any arising under any Section herein which expressly provides that 
it shall survive the termination of this Agreement.

11.5  WAIVER.  The provisions of this ARTICLE 11 supersede the provisions of 
any applicable statutory or decisional law with respect to the subject matter 
of this ARTICLE 11.

                             ARTICLE 12 - ESCROW

                                       29
<PAGE>

12.1  ESCROW.  The Deposit and any other sums which the parties agree shall 
be held in escrow together with all interest earned thereon  (collectively, 
the "Escrow Deposits"), shall be held by the Escrow Agent, in trust, and 
disposed of only in accordance with the following provisions:

     (a)  The Escrow Agent shall deposit the Escrow Deposits with a bank or 
          trust company mutually acceptable to Seller and Buyer in a separate 
          special money market rate interest-bearing commercial bank account 
          in the State of Illinois (or otherwise invested in government 
          insured instruments as may be agreed in writing by Seller, Buyer 
          and the Escrow Agent), shall not commingle the Escrow Deposits with 
          any funds of the Escrow Agent or others and shall promptly advise 
          Buyer and Seller of the number of such account.

     (b)  If the Closing under this Agreement  occurs, the Escrow Agent shall 
          deliver the Escrow Deposits  to, or upon the instructions of, Buyer 
          and Seller on the Closing Date by wire transfer.
 
     (c)  If for any reason the Closing does not occur, the Escrow Agent 
          shall deliver the Escrow Deposits  to Seller or Buyer only upon 
          receipt of a written demand therefor from such party, subject to 
          the following provisions of this SECTION 12.1(c).  If for any 
          reason the Closing does not occur and either party makes a written 
          demand upon the Escrow Agent for payment of the Escrow Deposits, 
          the Escrow Agent shall give written notice to the other party of 
          such demand.  If the Escrow Agent does not receive a written 
          objection from the other party to the proposed payment within ten 
          (10) days after the giving of such notice, the Escrow Agent is 
          hereby authorized to make such payment.  If the Escrow Agent does 
          receive such written objection within such period, the Escrow Agent 
          shall continue to hold such amount until otherwise directed by 
          written instructions signed by Seller and Buyer or a final judgment 
          of a court.

     (d)  The parties acknowledge that the Escrow Agent is acting solely as a 
          stakeholder at their request and for their convenience, that the 
          Escrow Agent shall not be deemed to be the agent of either of the 
          parties, and that the Escrow Agent shall not be liable to either of 
          the parties for any action or omission on its part taken or made in 
          good faith, and not in disregard of this Agreement, but shall be 
          liable for its negligent acts and for any loss, cost or expense 
          incurred by Seller or Buyer resulting from the Escrow Agent's 
          mistake of law respecting the Escrow Agent's scope or nature of its 
          duties.  Seller and Buyer shall jointly and severally indemnify and 
          hold the Escrow Agent harmless from and against all costs, claims 
          and expenses, including reasonable attorneys' fees, incurred in 
          connection with the performance of the Escrow Agent's duties 
          hereunder, except with respect to actions or omissions taken or 
          made by the Escrow Agent in bad faith, in disregard of this 
          Agreement or involving negligence on the part of the Escrow Agent.

     (e)  The party receiving the Escrow Deposits and the interest earned 
          thereon shall pay any income taxes on such interest. The parties 
          hereto represent and warrant to the Escrow

                                       30
<PAGE>

          Agent that their respective taxpayer identification numbers are: 
          Seller 22-1856768; and Buyer 94-3224765.

     (f)  The Escrow Agent has executed this Agreement in the place indicated 
          on the signature page hereof in order to confirm that the Escrow 
          Agent has received and shall hold the Escrow Deposits  in escrow, 
          and shall disburse the Escrow Deposits, pursuant to the provisions 
          of this ARTICLE 12.

     (g)  The total escrow fee charged by the Escrow Agent shall be the sum 
          of Seven Hundred Dollars ($ 700.00) paid solely  by Buyer, but 
          Escrow Agent acknowledges that its duties shall be to both Buyer 
          and Seller equally under the terms of this Agreement.

                          ARTICLE 13 - LEASING MATTERS

13.1  NEW LEASES.  After April 25, 1997,  Seller shall not, without Buyer's 
prior written consent in each instance, which consent shall not be 
unreasonably withheld and shall be given or denied, with the reasons for such 
denial, within three (3)  business days after receipt by Buyer of the 
information referred to in the next sentence, enter into a new lease 
affecting any portion of the Property or renew or extend any Lease (except 
pursuant to the exercise by a tenant of a renewal, extension or expansion 
option contained in such tenant's Lease).  Seller shall furnish Buyer with 
all information regarding any proposed new leases, renewals and extensions 
reasonably necessary to enable Buyer to make informed decisions.  Seller 
shall deliver to Buyer a true and complete copy of each such new lease, 
renewal and extension agreement, if any, promptly after the execution and 
delivery thereof.  Seller shall keep accurate records of all of the following 
types of expenses (collectively, "New Lease Expenses") incurred in connection 
with any new lease for space at the Property, or any extension, renewal or 
expansion of a Lease where such Lease does not provide for its extension, 
renewal or expansion, entered into on or after the date hereof (a "New 
Lease"):  (a) brokerage commissions and fees to effect such leasing 
transaction, (b) expenses incurred for repairs, improvements, equipment, 
painting, decorating, partitioning and other items to satisfy the  tenant's 
requirements with regard to such leasing transaction, (c) legal fees for 
services in connection with the preparation of documents and other services 
rendered in connection with the effectuation of the leasing transaction, (d) 
if there are any rent concessions covering any period that the tenant has the 
right to be in possession of the demised space, the rents that would have 
accrued during the period of such concession prior to the Closing Date as if 
such concession were amortized over the entire initial term of such New 
Lease, and (e) expenses incurred for the purpose of satisfying or terminating 
the obligations of a tenant under a New Lease to the landlord under another 
lease (whether or not such other lease covers space in the Building).  At the 
Closing, Buyer shall reimburse Seller for all New Lease Expenses paid or 
incurred by Seller after April 25, 1997 and prior to the Closing Date and 
shall assume Seller's obligations to pay, when due (whether on a stated due 
date or accelerated) any such New Lease Expenses unpaid as of the Closing.  
Each party shall make available to the other all records, bills, vouchers and 
other data in such party's control verifying such New Lease Expenses and the 
payment thereof.

                                       31
<PAGE>

13.2  OTHER LEASE ACTIVITY.  Except as provided in this SECTION 13.2, without 
the prior consent of Buyer, which shall not be unreasonably withheld (i) no 
Lease shall be modified or amended except as provided in SECTION 13.1 with 
respect to extensions, renewals or expansions of existing Leases and the 
execution of New Leases, (ii) Seller shall not consent to any assignment or 
sublease in connection with any Lease or New Lease, and (iii) Seller shall 
not remove any tenant under any Lease or New Lease, whether by summary 
proceedings or otherwise, except by reason of a default of the tenant under 
the Lease or New Lease.  In furtherance of the foregoing, Seller shall 
deliver to Buyer a written notice of each proposed action of the type 
described in clauses (i) - (iii) hereinabove which Seller has been asked or 
proposes to take, stating, if applicable, whether Seller is willing to 
consent to such action and setting forth the relevant information therefor.  
Buyer shall have five (5)  business days after delivery to it of such notice 
and information to determine whether or not to approve such action.  If Buyer 
shall not give notice of its disapproval of such action within such five (5) 
business day period, Buyer shall be deemed to have approved such action.  If 
any Lease REQUIRES that the landlord's consent be given under the applicable 
circumstances (or not be unreasonably withheld), then Buyer shall be deemed 
IPSO FACTO to have approved such action.  Seller shall perform all of the 
obligations of the landlord under the Leases and New Leases which under the 
terms of such Leases and New Leases are required to be performed by the 
landlord prior to the Closing Date.

13.3  LEASE ENFORCEMENT.  Subject to the provisions of SECTION 13.2 above, prior
to the Closing Date, Seller shall have the right, but not the obligation (except
to the extent that Seller's failure to act shall constitute a waiver of such
rights or remedies), to enforce the rights and remedies of the landlord under
any Lease or New Lease, by summary proceedings or otherwise, and to apply all or
any portion of any security deposits then held by Seller toward any loss or
damage incurred by Seller by reason of any defaults by tenants.  

                          ARTICLE 14 - MISCELLANEOUS

14.1  BUYER'S ASSIGNMENT.  Buyer shall not assign this Agreement or its 
rights hereunder to any individual or entity without the prior written 
consent of Seller, which consent Seller may grant or withhold in its sole 
discretion, and any such assignment shall be null and void.  Notwithstanding 
the foregoing, Buyer shall be permitted to assign this Agreement to an entity 
in which Buyer owns or controls one hundred percent (100%) of the beneficial 
interests provided (a) Buyer effectuates such assignment in writing prior to 
expiration of the Due Diligence Period, (b) the assignee assumes the 
obligations of Buyer under the terms of this Agreement, and (c) Buyer  
remains liable to Seller under the terms of this Agreement.

                                       32
<PAGE>

14.2  DESIGNATION AGREEMENT.  Section 6045(e) of the Code and the regulations 
promulgated thereunder (collectively, the "Reporting Requirements") require 
an information return to be made to the United States Internal Revenue 
Service, and a statement to be furnished to Seller, in connection with the 
Transaction contemplated by this Agreement.  Title Company is (i) the person 
responsible for closing the Transaction (as described in the Reporting 
Requirements) or (ii) the disbursing title or escrow company that is most 
significant in terms of gross proceeds disbursed in connection with the 
Transaction (as described in the Reporting Requirements).  Accordingly:  

         (i)  Escrow Agent is hereby designated as the "Reporting Person" (as 
              defined in the Reporting Requirements) for the Transaction.  
              Escrow Agent shall perform all duties that are required by the 
              Reporting Requirements to be performed by the Reporting Person 
              for the Transaction.

        (ii)  Seller and Buyer shall furnish to the Escrow Agent, in a timely 
              manner, any information requested by Escrow Agent and necessary 
              for Agent to perform its duties as Reporting Person for the 
              Transaction.

       (iii)  Escrow Agent hereby requests Seller to furnish to Escrow Agent 
              Seller's correct taxpayer identification number. Seller 
              acknowledges that any failure by Seller to provide Escrow Agent 
              with Seller's correct taxpayer identification number may 
              subject Seller to civil or criminal penalties imposed by law.  
              Accordingly, Seller hereby certifies to Escrow Agent, under 
              penalties of perjury, that Seller's correct taxpayer 
              identification numbers is as follows: Seller 22-1856768.

        (iv)  Each of the parties hereto shall retain this Agreement  for a 
              period of four (4) years following the calendar year during 
              which Closing occurs.

14.3  SURVIVAL/MERGER.  The delivery of the Deeds and any other documents and 
instruments by either party hereto, and the acceptance thereof by the other 
party  shall not effect a merger.

14.4  INTEGRATION: WAIVER; ENTIRE AGREEMENT.  THIS AGREEMENT, TOGETHER WITH 
THE SCHEDULES AND EXHIBITS ATTACHED HERETO, EMBODIES AND CONSTITUTES  THE 
ENTIRE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE TRANSACTIONS 
CONTEMPLATED HEREIN AND ALL PRIOR AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS 
AND STATEMENTS, ORAL OR WRITTEN, ARE MERGED INTO THIS AGREEMENT.  NEITHER 
THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, MODIFIED, AMENDED, 
DISCHARGED, OR  TERMINATED EXCEPT BY AN INSTRUMENT SIGNED BY THE PARTY 
AGAINST WHOM THE ENFORCEMENT OF SUCH WAIVER, MODIFICATION, AMENDMENT, 
DISCHARGE, OR TERMINATION IS SOUGHT, AND THEN ONLY TO THE EXTENT SET FORTH IN 
SUCH INSTRUMENT.  NO WAIVER BY EITHER PARTY HERETO OF ANY FAILURE OR REFUSAL 
BY THE OTHER PARTY TO COMPLY WITH ITS

                                       33
<PAGE>

OBLIGATIONS HEREUNDER SHALL BE DEEMED A WAIVER OF ANY OTHER OR SUBSEQUENT 
FAILURE OR REFUSAL TO SO COMPLY.

14.5  GOVERNING LAW.   This Agreement  shall be governed by, and construed in 
accordance with, the laws of the State of  TEXAS.  Buyer and Seller hereby 
agree that contacts with the State of  TEXAS have been significant in 
relation to this Agreement, and all the Property is located in the State of 
TEXAS.

14.6  CAPTIONS NOT BINDING; SCHEDULES AND EXHIBITS.  The captions in this 
Agreement  are inserted for reference only and in no way define, describe or 
limit the scope or intent of this Agreement  or of any of the provisions 
hereof. All Schedules and Exhibits attached hereto shall be incorporated by 
reference as if set out herein in full.  

14.7  BINDING EFFECT.  This Agreement shall be binding upon and shall inure 
to the benefit of the parties hereto and their respective successors and 
permitted assigns.

14.8  SEVERABILITY.  If any term or provision of this Agreement  or the 
application thereof to any persons or circumstances shall, to any extent, be 
invalid or unenforceable, the remainder of this Agreement  or the application 
of such term or provision to persons or circumstances other than those as to 
which it is held invalid or unenforceable shall not be affected thereby, and 
each term and provision of this Agreement  shall be valid and enforced to the 
fullest extent permitted by law.

14.9  NOTICES.  Any notice, request, demand, consent, approval and other 
communications under this Agreement  shall be in writing, and shall be deemed 
duly given or made at the time and on the business day  when personally 
delivered as shown on a receipt therefor (which shall include delivery by a 
nationally recognized overnight delivery service) or three (3) business days 
after being mailed by prepaid registered or certified mail, return receipt 
requested, to the address for each party set forth below, or by telecopy on 
the date shown on the receiving party's confirmation thereof, unless such 
telecopy is received after 2:00 p.m., in which case the date of delivery 
shall be the next succeeding business day.  Any party, by written notice to 
the other in the manner herein provided, may designate an address different 
from that set forth below.

IF TO BUYER:   
              MERIDIAN INDUSTRIAL TRUST, INC.
              455 Market Street,  17th Floor
              San Francisco, California 94105
              Attention:  Dennis D. Higgs, Executive Vice President
              Telephone:  (415) 281-3900
              Telecopy:  (415) 284-2840


COPY TO:
              MERIDIAN INDUSTRIAL TRUST, INC.
              455 Market Street, 17th Floor
              San Francisco, California  94105

                                       34
<PAGE>

              Attention: Robert A. Dobbin, General Counsel
              Telephone: (415) 281-3900
              Telecopy: (415) 284-2840

COPY TO:
              GREENE RADOVSKY MALONEY & Share LLP
              Four Embarcadero Center, Suite 4000
              San Francisco, California  94111-4106
              Attn:  Thomas L. Prestwich, Esquire 
              Telephone:  (415) 981-1400
              Telecopy: (415) 777-4961


IF TO SELLER:
              The Prudential Insurance Company of America
              Prudential Plaza, Suite 1300 
              Chicago, Illinois 60601-6217
              Attention: Bernard C. Buchholz, Vice President
              Telephone:  (312) 861-4300
              Telecopy:  (312) 861-4870

COPY TO:
              The Prudential Insurance Company of America
              Law Department
              One Ravinia Drive, Suite 1400
              Atlanta, Georgia 30346-2110     
              Attention: Ralph S. Wheatly, Regional Counsel
              Telephone:  (770) 395-8437
              Telecopy:  (770) 512-0495

COPY TO:
              The Prudential Insurance Company of America
              Law Department
              Prudential Plaza, Suite 1300
              Chicago, Illinois 60601-6217
              Attention:  Diamond Mendonides, Regional Counsel
              Telephone:  (312) 861-4842
              Telecopy:  (312) 861-4303

14.10  COUNTERPARTS.  This Agreement  may be executed in counterparts, each of 
which shall be an original and all of which counterparts taken together shall 
constitute one and the same agreement.

14.11  NO RECORDATION.  Seller and Buyer each agrees that neither this 
Agreement  nor any memorandum or notice hereof shall be recorded and Buyer 
agrees (a) not to file any notice of pendency or other instrument (other than 
a judgment) against the Property or any portion thereof in connection 
herewith and (b) to indemnify Seller against all costs, expenses and damages, 

                                       35
<PAGE>

including, without limitation, reasonable attorneys' fees and disbursements, 
incurred by Seller by reason of the filing by Buyer of such notice of 
pendency or other instrument.

14.12  ADDITIONAL AGREEMENTS; FURTHER ASSURANCES.  Subject to the terms and 
conditions herein provided, each of the parties hereto shall execute and 
deliver such documents as the other party shall reasonably request in order 
to consummate and make effective the transactions contemplated by this 
Agreement ; provided, that the execution and delivery of such documents by 
such party shall not result in any additional liability or cost to such 
party.  

14.13  CONSTRUCTION.  The parties acknowledge that each party and its counsel 
have reviewed and revised this Agreement and that the normal rule of 
construction to the effect that any ambiguities are to be resolved against 
the drafting party shall not be employed in the interpretation of this 
Agreement  or any amendment, Schedule or Exhibits hereto.

14.14  ERISA COMPLIANCE.  Buyer hereby represents and warrants that Buyer (a) 
is not an employee benefit plan or governmental plan, and (b) the funds being 
used to acquire the Property are not "plan assets" within the meaning of 29 
C.F.R. SECTION 2510.3-101 of any such plan and are not subject to state laws 
regulating investments of and fiduciary obligations with respect to a 
governmental plan.  As used herein, the terms "employee benefit plan" and 
"governmental plan" shall have the respective meanings assigned to them in 
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").  
Seller shall not have any obligation to close the Transaction if the 
Transaction for any reason constitutes a prohibited transaction under Section 
406 of ERISA or if representations of Buyer d are found to be false or 
misleading in any respect.

14.15  LIKE-KIND EXCHANGE.  Buyer agrees to cooperate reasonably with Seller 
in effecting an exchange transaction which includes the Property, pursuant to 
Section 1031 of the Code, provided that any such exchange transaction, and 
the related documentation, shall:  (a) be at the sole cost and expense of 
Seller, (b) not require Buyer to execute any contract, make any commitment, 
or incur any obligations, contingent or otherwise, to third parties, (c) not 
cause Buyer to be liable or potentially liable for any environmental 
conditions affecting property other than the Property, (d) not delay the 
closing or the transaction contemplated by this Agreement , (e) not include 
Buyer's acquiring title to any property other than the Property or otherwise 
becoming involved in an transaction with a third party, and (f) not otherwise 
be contrary to or inconsistent with the terms of this Agreement.  
Notwithstanding anything to the contrary contained herein, Buyer is not to 
incur any, and Seller shall reimburse, indemnify and hold Buyer harmless 
from, any and all costs, expenses and liabilities incurred solely from 
Buyer's accommodation of such tax deferred exchange, including, without 
limitation, reasonable attorneys' fees, and any title or escrow fees or 
expenses.  The obligations of Buyer under this paragraph shall survive the 
execution and delivery of this Agreement and the Closing and shall not be 
merged therein.

14.16  BUYER'S AUDIT RIGHTS.  Seller acknowledges that Buyer is required to 
have audits performed of the records of the real properties acquired by 
Buyer.  Accordingly, for the period from the Opening of Escrow through 
December 31 of the calendar year following the Closing Date, upon fifteen 
(15) days advance written notice from Buyer, Seller agrees to make available 

                                       36
<PAGE>

to Buyer's independent accountants those items respecting the Property 
described in EXHIBIT Q attached hereto.  The obligations of Seller under this 
subsection shall survive the Closing.

14.17  WAIVER OF DECEPTIVE TRADE PRACTICES ACT.  BUYER AND SELLER EACH 
ACKNOWLEDGE, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS, 
THAT THE TEXAS DECEPTIVE TRADE PRACTICES CONSUMER PROTECTION ACTION, 
SUBCHAPTER E OF CHAPTER 17 OF THE TEXAS BUSINESS AND COMMERCE CODE ("DTPA"), 
IS NOT APPLICABLE TO THIS TRANSACTION. ACCORDINGLY, THE RIGHTS AND 
REMEDIES OF BUYER AND SELLER WITH RESPECT TO ALL ACTS OR PRACTICES OF THE 
OTHER, PAST, PRESENT OR FUTURE, IN CONNECTION WITH THE TRANSACTION, SHALL BE 
GOVERNED BY LEGAL PRINCIPLES OTHER THAN DTPA.  IN FURTHERANCE THEREOF, BUYER 
AND SELLER EACH AGREE AS FOLLOWS:     

     (a)  Buyer represents that it is represented by legal counsel, is a 
          business consumer and that Buyer  seeks to acquire by purchase or 
          lease the goods or services (i.e., the Property) that is the 
          subject of this Agreement for commercial or business use.  Buyer 
          and Seller each represent to the other that they have knowledge and 
          experience in financial and business matters that enable it to 
          evaluate the merits and risks of the Transaction.  Buyer and Seller 
          each further represent to the other that they are not in a 
          significantly disparate bargaining position in relation to one 
          another.

     (b)  Buyer represents to Seller that it either has assets of FIVE 
          MILLION AND NO/100 DOLLARS ($5,000,000.00) or more or it is owned 
          or controlled by a corporation or entity with assets of TWENTY-FIVE 
          MILLION AND NO/100 DOLLARS ($25,000,000.00) or more.  

     (c)  Buyer and Seller each agrees, on its own behalf and on behalf of 
          its assigns and successors, that all of the rights and remedies 
          under the DTPA are WAIVED AND RELEASED, including specifically, 
          without limitation, all rights and remedies resulting from or 
          arising out of any and all acts or practices of the other party in 
          connection with the Transaction, regardless of whether such acts or 
          practices occur before or after the execution of this Agreement. 
          Notwithstanding anything to the contrary herein and in accordance 
          with Section 17.42 of the DTPA, neither party hereto waives Section 
          17.555 of the DTPA.  THE PROVISIONS OF THIS SECTION 14.17 SHALL 
          SURVIVE THE CLOSING.   Buyer agrees to have its attorney execute 
          this Agreement in order to effect this provision in accordance with 
          Section 17.42 of the DTPA.

THIS WAIVER IS AGREED TO:  BUYER'S INITIALS  (     )   ________________________
                           SELLER'S INITIALS (     )        BUYER'S ATTORNEY


                                       37
<PAGE>

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed on its behalf on the day and year first above written.

SELLER

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, 
a New Jersey corporation


By: ____________________________
Name: Bernard C. Buchholz
Its:  Vice President

BUYER

MERIDIAN INDUSTRIAL TRUST, INC., 
a Maryland corporation  


By: ____________________________

Name:__________________________

Its: ____________________________

The undersigned has executed this 
Agreement  solely to confirm its 
agreement to act as Escrow Agent and 
(i) to hold the Escrow Deposits in escrow 
in accordance with the provisions of ARTICLE 12,
(ii) to report the Transaction pursuant to
Section 6045(e) of the Code as described in 
ARTICLE 14, (iii) to comply with the
closing provisions of ARTICLE 6, and (iv) to 
provide a Release to Buyer and Seller under 
conditions described in ARTICLE 3.


First American Title Insurance Company


By:   ______________________
Name:  John C. ("Jack") Murray, Vice President
Date:  May ___, 1997


                                       38
<PAGE>

                                   EXHIBIT A
                            TEXAS PROPERTY PACKAGE

PRUDENTIAL
PROPERTY #     PROPERTY NAME                    LOCATION         EXHIBIT 
----------     -------------                    --------         ------- 

00039000       EXCHANGE SERVICE CENTER          ARLINGTON, TX      A-1
01152006       HIGHLAND SUPER STORE             DALLAS, TX         A-2
01315000       PINEMONT DISTRIBUTION CENTER     HOUSTON, TX        A-11
01316000       PERIMETER DISTRIBUTION CENTER    HOUSTON, TX        A-12
01317000       BRITTMORE DISTRIBUTION CENTER    HOUSTON, TX        A-13
01318000       PINE NORTH DISTRIBUTION CENTER   HOUSTON, TX        A-14



<PAGE>

                                  EXHIBIT A-1
                           EXCHANGE SERVICE CENTER
                                ARLINGTON, TEXAS


BEING a tract of land in the M. Harris Survey, Abstract No. 704, Tarrant County,
Texas, a part of that certain 164.868 acre tract of land described in deed to
Vantage Investment Properties, Inc. by Great Southwest Corporation, and being
all of Sites 1 and 2 of the Third Installment, Six Flags Business Park, an
addition to the City of Arlington, Texas, as recorded in Volume 388-65, Page 20
of the Map Records of Tarrant County, Texas, and being more particularly
described as follows:

BEGINNING at a 1/2-inch iron rod with a yellow plastic cap stamped "Halff
Assoc., Inc." (hereafter referred to as "with cap") set at the northeast corner
of said Site 1, and being in the south line of the T & P and G S RR Interchange
and Yard as recorded in Volume 3202, Pages 68 and 332 of the Deed Records of
Tarrant County, Texas, said point being west, a distance of 25.00 feet along the
said south line from the northwest corner of a tract conveyed to T.E.S. Company
by deed recorded in Volume 3137, Page 355 of the Deed Records of Tarrant County,
Texas;

THENCE South, departing said south line a distance of 335.00 feet to a 1/2-inch
iron rod with cap found in the north line of Exchange Drive; 

THENCE West, along the north line of Exchange Drive a distance of 1214.43 feet
to an "L" scribed in concrete for the beginning of a circular curve to the left
having a radius of 630.00 feet;

THENCE Westerly, continuing along said north line and along said curve through a
central angle of 13 degrees 55 minutes 16 seconds, an arc distance of 153.06
feet to a 1/2-inch iron rod with cap found for a corner;

THENCE North, departing said north line, a distance of 353.50 feet to a 1/2-inch
iron rod with cap set in said T & P and G S RR Yard south line;

THENCE East, along said south line, a distance of 1366.00 feet to the POINT OF
BEGINNING AND CONTAINING 458,540 square feet or 10.527 acres of land, more or
less.


<PAGE>

                                  EXHIBIT A-2
                             HIGHLAND SUPER STORE
                                 DALLAS, TEXAS


BEING a tract of land in the John J. Metcalf Survey, Abstract No. 885, and being
that tract of land known as Block D/8026, Redbird Distribution Center, Phase I,
an Industrial Subdivision, as platted for record in Volume 85117, Page 5792, Map
Records, Dallas County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2-inch iron rod with a yellow plastic cap stamped "A. H. HALFF
ASSOC." (hereafter referred to as "with cap") found at the northwest corner of
said Redbird Distribution Center, Phase I;

THENCE South 89 degrees 43 minutes 48 seconds East, along the north line of said
Redbird Distribution Center, Phase I, a distance of 1473.82 feet to a 1/2-inch
found iron rod with cap at the northerly common corner between said Block D/8026
and Block E/8026;

THENCE South 00 degrees 16 minutes 12 seconds West, departing said north line
and along said common line, a distance of 475.00 feet to a 1/2-inch found iron
rod with cap in the north right-of-way line of Highland Place Drive (60-foot
right-of-way);

THENCE North 89 degrees 43 minutes 48 seconds West, departing said common line
and along said north right-of-way line, passing the point of curvature at
1008.30 feet, and continuing along the south line of said Block D/8026, a total
distance of 1468.70 feet to a 1/2-inch found iron rod with cap in the west line
of said Phase I, also being the southwest corner of said Block D/8026;

THENCE North 00 degrees 20 minutes 50 seconds West, along the west line of said
Phase I, a distance of 475.03 feet to the POINT OF BEGINNING AND CONTAINING
698,849 square feet or 16.0434 acres of land, more or less.

<PAGE>
                                       
                                 EXHIBIT A-11
                         PINEMONT DISTRIBUTION CENTER
                                 HOUSTON, TX
                                 -----------

Field note description of a tract of land containing 5.6920 acres (247,944 
square feet) which is out of Unrestricted Reserve "A" of the REPLAT OF 
PINEWAY SOUTH as recorded in Volume 218, Page 12 of the Harris County Map 
Records, and being that same tract described in a Substitute Trustee's Deed 
to The Prudential Insurance Company of America recorded under Harris County 
Clerk's File No. M508772, in the William C. Wallace Survey, Abstract No. 848, 
in the City of Houston, Harris County, Texas, said 5.6920 acre tract being 
more particularly described by metes and bounds as follows (all bearings are 
referenced to the aforesaid REPLAT OF PINEWAY SOUTH):

COMMENCING at a 5/8-inch iron rod found on the northerly right-of-way line of 
Clay Road (100 feet wide) which marks the southwest end of the corner cut 
back line at the intersection of the northerly right-of-way line said Clay 
Road with the westerly right-of-way line of South Pinemont Drive (width 
varies), said point also marks the most southerly southeast corner of said 
Unrestricted Reserve "A" of the REPLAT OF PINEWAY SOUTH and a called 5.0441 
acre tract described in a deed to Pinemont GPI, LTD. recorded under Harris 
County Clerk's File No. S124169;

THENCE, North 42DEG. 34' 32" East, along said corner cut back line a distance 
of 14.17 feet to a 5/8-inch iron rod found on the westerly right-of-way line 
of said South Pinemont Drive;

THENCE, North 02DEG. 19' 19" West, along the said westerly right-of-way line 
of South Pinemont Drive, a distance of 30.29 feet to an "X" cut in concrete 
found for the point of curvature of a curve to the right;

THENCE, in a northerly direction, continuing along the said westerly 
right-of-way line of South Pinemont Drive, and along said curve to the right 
having a radius of 1,000.00 feet, a central angle of 05DEG. 43' 56", (a chord 
which bears North 00DEG. 32' 39" East for 100.00 feet), an arc distance of 
100.05 feet to a 5/8-inch iron rod found at a point of reverse curvature;

THENCE, in a northerly direction, continuing along said westerly right-of-way 
line and along said curve to the left having a radius of 1,000.00 feet, a 
central angle of 05DEG. 43' 56", (a chord which bears North 00DEG. 32' 39" 
East for 100.00 feet), an arc distance of 100.05 feet to an "X" found cut in 
concrete found at the point of tangency of said curve;

THENCE, North 02DEG. 19' 19" West, continuing along said right-of-way line a 
distance of 427.71 feet to an "X" found cut in a concrete driveway which 
marks the southeast corner of the aforesaid Prudential Insurance Company 
tract, the northeast corner of the said 5.0441 acre tract and the southeast 
corner and POINT OF BEGINNING of this herein described tract;

THENCE, South 87DEG. 40' 41" West, along the southerly line of the said 
Prudential Insurance Company tract, and the northerly line of the said 5.0441 
acre tract a distance of 332.00 feet to a 

<PAGE>

5/8-inch iron rod found in the westerly line of said Unrestricted Reserve "A" 
and the easterly line of Block E of OUTPOST ESTATES Sec. 1 as recorded in 
Volume 37, Page 36 of the Harris County Map Records, said point marks the 
southwest corner of the said Prudential Insurance Company tract and the 
northwest corner of the said 5.0441 acre tract;

THENCE, North 02DEG. 19' 19" West, along the westerly line of the said 
Prudential Insurance Company tract, the said westerly line of Unrestricted 
Reserve "A" and the said easterly line of Block E of OUTPOST ESTATES Sec. 1 a 
distance of 746.81 feet to a 5/8-inch iron rod found at the northwest corner 
of the said Prudential Insurance Company tract and the southwest corner of a 
called 1.6272 acre tract described in a deed to Steven E. Jackson recorded 
under Harris County Clerk's File No. N314140;

THENCE, North 87DEG. 40' 41" East, along the northerly line of the said 
Prudential Insurance Company tract and the southerly line of the aforesaid 
1.6272 acre a distance of 332.00 feet to a 5/8-inch iron rod found on the 
easterly line of said Unrestricted Reserve "A" and the said westerly 
right-of-way line of South Pinemont Drive which marks the northeast corner of 
said Prudential Insurance Company tract and the southeast corner of the said 
1.6272 acre tract;

THENCE, South 02DEG. 19' 19" East, along the said easterly line of 
Unrestricted Reserve "A", the said westerly right-of-way line of South 
Pinemont Drive and the easterly line of the said Prudential Insurance Company 
tract a distance of 746.81 feet to the POINT OF BEGINNING and containing a 
computed area of 5.6920 acres (247,944 square feet).  This description is 
based on a ground survey completed February 27, 1997 and is submitted in 
conjunction with a survey drawing completed August 20, 1993 and updated March 
18, 1997, Clark Surveying Company Job No. 97-02-3952.

<PAGE>

                                  EXHIBIT A-12
                         PERIMETER DISTRIBUTION CENTER
                                  HOUSTON, TX

Legal description of a 7.0812 acre tract of land out of the Thomas Hogan Survey,
a-326 Harris County, Texas

Being a 7.0812 acre (308,457 square feet) tract of land out of a 9.3794 acre
tract of land located in the Thomas Hogan Survey, abstract No. 326, Harris
County, Texas, said 9.3794 acre tract of land also being out of Restricted
Reserve "A", Block 1 of Perimeter Park subdivision, a subdivision per map or
plat thereof recorded in Volume 295, Page 62 of the map records of Harris
County, Texas, said 9.3794 acre tract of land being more particularly described
by metes and bounds as follows:

Beginning at a found 5/8 inch iron rod for the northwest corner of Restricted 
Reserve "A", said northwest corner also being on the southwest right of way 
of a 100 foot wide H. & T.C. railroad right of way as recorded in Volume S, 
Page 600 of the Harris County map records and the east line of a called 20 
foot wide T. and N.O. railroad easement recorded under Harris County Film 
Code No. ###-##-####;

Thence south 52 degrees 44 minutes 30 seconds east, at 154.56 feet pass a 
found 5/8 inch iron rod marking the northerly right of way line of a 2.2982 
acre tract of land (called 2.3011 acres) taken in condemnation proceedings by 
the county of Harris as set forth in that final judgment filed of record 
under H.C.C.F. No. M-166347, a distance of 545.40 feet to a found 5/8 inch 
iron rod for corner and the southerly right of way line of said 2.2982 acre 
tract of land and the most northerly northwest corner of that certain 2.8073 
acre tract of land conveyed to McGregor D.C. as per that certain general 
warranty deed recorded in H.C.C.F. No. L-419781; 

Thence south 66 degrees 29 minutes 57 seconds west and along said southerly
right of way line and along the westerly line of said 2.8073 acre tract of land,
a distance of 36.87 feet to a found 5/8 inch iron rod for corner;

Thence north 52 degrees 43 minutes 58 seconds west, a distance of 2.74 feet to a
found 5/8 inch iron rod for corner;

Thence south 37 degrees 21 minutes 27 seconds west, a distance of 2.19 feet to a
found 5/8 inch iron rod for corner;

Thence north 52 degrees 38 minutes 33 seconds west, a distance of 4.00 feet to a
found 5/8 inch iron rod for corner;

Thence south 37 degrees 21 minutes 27 seconds west, a distance of 9.90 feet to a
found 5/8 inch iron rod for corner; 


<PAGE>

Thence south 66 degrees 29 minutes 57 seconds west, a distance of 73.23 feet to
a found 5/8 inch iron rod for corner and the point of curvature on a curve to
the left whose chord bears south 66 degrees 07 minutes 34 seconds west and a
chord distance of 24.95 feet; 

Thence along said curve to the left having a central angle of 00 degrees 44
minutes 46 seconds and a radius of 1916.02 feet, an arc distance of 24.95 feet
to a found "x" cut in concrete for corner;

Thence departing from said county of Harris right of way and along the common
line between the aforementioned 2.8073 acre tract of land and the herein
described 9.3794 acre tract of land on a bearing of south 02 degrees 34 minutes
35 seconds east, a distance of 186.81 feet to a found "x" cut in concrete;

Thence continuing along said common line and on a bearing of south 52 degrees 43
minutes 31 seconds east, a distance of 315.03 feet to a found "x" cut in
concrete;

Thence continuing along said common line and on a bearing of north 87 degrees 29
minutes 46 seconds east, a distance of 128.20 feet to a "x" cut in concrete for
corner, said "x" cut in concrete also being on the west right of way line of
perimeter road (60 foot wide) as recorded as per the plat of Perimeter Park
subdivision and being a point on a non-tangent curve to the left whose chord
bears south 02 degrees 09 minutes 23 seconds west, a chord distance of 53.63
feet; 

Thence along said west right of way of Perimeter Road and along said curve to
the left having a radius of 330.00 feet and a central angle of 09 degrees 19
minutes 20 seconds, an arc length of 53.69 feet to a set 3/8 inch iron rod for
the point of tangency of said curve;

Thence continuing along said right of way line and on a bearing of south 02
degrees 30 minutes 05 seconds east, a distance of 226.03 feet to a found 3/8
inch iron rod for the southeast corner of the herein described 9.3794 acre tract
of land;

Thence south 87 degrees 29 minutes 55 seconds west, departing from the west
right of way line of Perimeter Road and along the south line of the herein tract
of land, a distance of 651.50 feet to a found 5/8 inch iron rod for the
southwest corner of the herein described 9.3794 acre tract of land, said corner
also being on the east line of the aforementioned 20 foot wide t. And N.O.
railroad easement;

Thence north 02 degrees 14 minutes 06 seconds west, along said west line of
Restricted Reserve "A", at 526.97 feet pass the south line of the aforementioned
2.2982 acre tract and at 892.20 feet pass the north line of said 2.2982 acre
tract of land, and continuing for a total distance of 1070.18 feet to the point
of beginning and containing 9.3794 acres of land, more or less, less, save and
except the aforementioned 2.2982 acre tract of land, said 2.2982 acre tract of
land being more particularly described as follows:

Commencing at a found 5/8 inch iron rod for the northwest corner of Restricted
Reserve "A", said northwest corner also being on the southwest right of way of a
100 foot wide H. & T.C.


<PAGE>

railroad right of way as recorded in Volume S, Page 600 of the Harris County 
map records and the east line of a called 20 foot wide T. and N.O. Railroad 
easement recorded under Harris County Film Code No. 051-15-1485;

Thence south 52 degrees 44 minutes 30 seconds east, a distance of 154.56 feet to
a found 5/8 inch iron rod for the point of beginning of the herein described
2.2982 acre tract of land (called 2.3011 acres) taken in condemnation
proceedings by the county of Harris as set forth in that final judgment filed of
record under H.C.C.F. No. M-166347;

Thence continuing south 52 degrees 44 minutes 30 seconds east, a distance of
390.84 feet to a found 5/8 inch iron rod for corner and the southerly right of
way line of said 2.2982 acre tract of land and the most northerly northwest
corner of that certain 2.8073 acre tract of land conveyed to McGregor D.C. as
per that certain general warranty deed recorded in H.C.C.F. No. L-419781;

Thence south 66 degrees 29 minutes 57 seconds west and along said southerly
right of way line and along the westerly line of said 2.8073 acre tract of land,
a distance of 36.87 feet to a found 5/8 inch iron rod for corner;

Thence north 52 degrees 43 minute 58 seconds west, a distance of 2.74 feet to a
found 5/8 inch iron rod for corner;

Thence south 37 degrees 21 minutes 27 seconds west, a distance of 2.19 feet to a
found 5/8 inch iron rod for corner;

Thence north 52 degrees 38 minutes 33 seconds west, a distance of 4.00 feet to a
found 5/8 inch iron rod for corner;

Thence south 37 degrees 21 minutes 27 degrees west, a distance of 9.90 feet to a
found 5/8 inch iron rod for corner; 

Thence south 66 degrees 29 minutes 57 seconds west, a distance of 73.23 feet to
a found 5/8 inch iron rod for corner and the point of curvature on a curve to
the left whose chord bears south 61 degrees 23 minutes 46 seconds west and a
chord distance of 340.84 feet;

Thence along said curve to the left having a central angle of 10 degrees 12
minutes 21 seconds and a radius of 1916.02 feet, an arc distance of 341.29 feet
to a found 5/8 inch iron rod for corner, said corner also being on the east line
of the aforementioned 20 foot wide T. and N.O. railroad easement;

Thence north 02 degrees 14 minutes 06 seconds west, along said west line of
Restricted Reserve "A", a distance of 365.23 feet for the northwest corner of
said 2.2982 acre tract and the point of beginning of a non-tangent curve to the
right having a chord bearing north 54 degrees 00 minutes 41 seconds east and a
chord distance of 105.12 feet; 

Thence along said curve to the right having a central angle of 02 degrees 49
minutes 45 seconds east and a radius of 2129.00 feet, an arc distance of 105.13
feet to the point of tangency and corner;

Thence north 54 degrees 02 minutes 50 seconds east, a distance of 38.32 feet for
the point of beginning and containing 2.2982 acres of land for a net acreage of
7.0812 acres of land.

<PAGE>

                                  EXHIBIT A-13
                         BRITTMORE DISTRIBUTION CENTER
                                  HOUSTON, TX


Field note description of 12.9373 acres (563,549 square feet) of land, out of 
Unrestricted Reserve "A" of Hammerly Industrial Park subd., according to the 
map or plat thereof recorded in Volume 296, Page 107 of the map records, 
Harris County, Texas, said 12.9373 acre tract being more particularly 
described by metes and bounds as follows; [bearings referenced to the 
south line of said Hammerly Industrial Park subd., bearing S 87 DEG. 
52' 34" w]:

BEGINNING at a 1/2 inch iron rod pipe found in the East right-of-way line of
Brittmore Road (80 feet wide), for the Southwest corner of said Hammerly
Industrial Park and the herein described tract;

THENCE, N 01 DEG. 54' 45" W, along the East line of Brittmore Road, a 
distance of 608.00 feet to a P.K. nail found in concrete for the Northwest 
corner of the herein described tract;

THENCE, N 87 DEG. 52' 34" E, a distance of 820.00 feet to a found 5/8 inch 
iron rod for the most Northeasterly corner of the herein described tract;

THENCE, S 02 DEG. 07' 26" E, a distance of 324.07 feet to a 5/8 inch iron rod 
found marking an interior corner of the herein described tract;

THENCE, S 79 DEG. 22' 26" E, a distance of 29.27 feet to a 5/8 inch iron rod 
found at the point of curvature of a non-tangent curve to the Right having a 
radial line that bears S 13 DEG. 14' 45" W;

THENCE, Southeasterly, along and with said curve to the Right having a radius 
of 468.37 feet, a central angle of 46 DEG. 41' 24" an arc length of 381.67 
feet and a chord bearing S 53 DEG. 24' 32" E, for a distance of 371.20 feet 
to a 5/8 inch iron rod found on the East line of Hammerly Industrial Park, 
said iron rod marks an exterior corner of the herein described tract;

THENCE, S 01 DEG. 21' 06" E, along the East line of Hammerly Industrial Park, 
a distance of 45.30 feet, to a 5/8 inch iron rod found for the Southeast 
corner of the herein described tract;

THENCE, S 87 DEG. 52' 34" W, along the South line of Hammerly Industrial 
Park, a distance of 1139.81 feet to the POINT OF BEGINNING and containing 
12.9373 acres (563,549 square feet) of land.

<PAGE>

                                 EXHIBIT A-14
                        PINE NORTH DISTRIBUTION CENTER
                                 HOUSTON, TX


A parcel of land containing 5.8343 acres (254,142 square feet) being a part of
Block 2, Unrestricted Reserve C, Pineway North Subdivision according to the Plat
thereof recorded in Volume 290, Page 49, Map Records, Harris County, Texas, said
tract being in the Richard Rowles Survey, Abstract No. 670, Houston, Harris
County, Texas and being more particularly described as follows;

BEGINNING at a point, said point being in the north line of said Pineway North
Subdivision, said point being in the east line of Guhn Road (60 feet wide) and
in the south line of Block 9, Fawndale Center as recorded in Volume 21, Page 15,
Map Records, Harris County, Texas, from said corner a found iron rod with Clark
Surveying cap bears S 73 DEG W, 1.26 feet in length;

THENCE N 87 DEG 21' 10" E, along the said north line of Pineway North 
Subdivision and the said south line of Block 9, Fawndale Center a distance of 
611.42 feet to a 4"x 4" wood fence post at the northeast corner of said Pineway
North Subdivision, from said corner a found 5/8 inch iron rod bears 
S 03 DEG 50' 40" E, 1.13 feet in length;

THENCE S 03 DEG 50' 40" E, along the east line of said Pineway North 
Subdivision, at a distance of 316.52 feet pass a found 1/2 inch iron rod being 
3.03 feet east of property line, in all a total distance of 467.54 feet to a 
found 5/8 inch iron rod;

THENCE S 86 DEG 09' 20" W, a distance of 447.02 feet to an "X" found in concrete
in the east line of said Guhn Road;

THENCE along the east line of said Guhn Road and the arc of a 530.00 foot radius
curve to the left, through a central angle of 10 DEG 54' 17", a distance of 
100.87 feet to a found 5/8 inch iron rod, said curve being subtended by a chord
bearing N 21 DEG 34' 45" W, 100.72 feet in length;

THENCE 27 DEG 01' 54" W, continuing along the east line of said Guhn Road a
distance of 273.82 feet to a found 5/8 inch iron rod at the beginning of a
320.00 foot radius curve to the right;

THENCE along said east line of Guhn Road and the arc of said curve to the right,
through a central angle of 24 DEG 23' 04", a distance of 136.19 feet to the 
POINT OF BEGINNING and containing 5.8343 acres (254,142 square feet) of land, 
said curve being subtended by a chord bearing N 14 DEG 30' 22" W, 135.16 feet 
in length.



<PAGE>

                                  EXHIBIT B
                         ALLOCATION OF PURCHASE PRICE


PROJECT DESCRIBED                       ALLOCATED PRICE
-----------------                       ---------------


Exhibit                                 $
A-1   EXCHANGE SERVICE CENTER           5,579,161
A-2   HIGHLAND SERVICE CENTER           7,830,000
A-11  PINEMONT DISTRIBUTION             2,988,440
A-12  PERIMETER DISTRIBUTION            3,291,437
A-13  BRITTMORE DISTRIBUTION            8,099,212
A-14  PINE NORTH DISTRIBUTION           3,267,181

<PAGE>

                                   EXHIBIT C
              REPORTS ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY


PROPERTY DESCRIBED                 COMMITMENT # / NATIONAL ACC.# 
------------------                 -----------------------------

EXHIBIT 
A-1                                97R01107 CR3   NA19805
A-2                                97R01106 CR3   NA19804
A-11                               531070         NA19806
A-12                               531071         NA19807
A-13                               531075         NA19808
A-14                               531074         NA19809


<PAGE>

                                  EXHIBIT C-1
                  BUYER'S CERTIFICATION OF NO REPRESENTATIONS


To:  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
From: MERIDIAN INDUSTRIAL TRUST, INC.
      State of  California
      County of 


Before me the undersigned notary public in and for the State of California, this
day personally appeared known to me to be the President of MERIDIAN INDUSTRIAL 
TRUST, INC., a Maryland corporation, who being by me first duly sworn, before 
me under oath and penalty of perjury says:

1.  That he or she is the President of MERIDIAN INDUSTRIAL TRUST, INC., a 
    Maryland corporation, and

2.  That said MERIDIAN INDUSTRIAL TRUST, INC. is the Buyer in that certain
    Purchase and Sale Agreement dated the     day of May, 1997 (the 
    "Agreement"), and

3.  That subsection 4.5 of the Agreement requires a Buyer's Certification from 
    an authorized officer of Buyer confirming and certifying it's acceptance and
    acknowledgment of all matters set forth in Article 4 and in subsection 8.1.3
    of the Agreement, copies of which are attached hereto incorporated herein as
    Exhibit A and  Exhibit B, and

4.  That without limiting the matters certified to as set forth in Article 4 and
    in subsection 8.1.1 and 8.1.2 of the Agreement, the undersigned on behalf of
    the Buyer is hereby certifies that Seller, its officers, employees, agents 
    and legal counsel have made no representations or warranties concerning the
    Property except as specifically set forth in the Agreement and the 
    conveyance documents, and

5.  That he or she has been duly authorized by the Board of Directors of
    MERIDIAN INDUSTRIAL TRUST, INC.  to confirm and acknowledge the matters set
    forth in Article 4 and in subsection 8.1.1 and 8.1.2 of the Agreement and he
    or she knows of no fact or facts which would alter , amend or modify the
    understandings, statements or agreements stated therein.

8.  That the undersigned understands that the Seller in the Agreement is relying
    upon this representation.


                                Sworn and subscribed this    day of      , 1997.


                                ------------------------
                                Notary Public, State of 
                                My Commission Expires:


<PAGE>

                                  EXHIBIT D
                                BILL OF SALE

STATE OF ILLINOIS   )
                    )    KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF COOK      )


WHEREAS, by deed of even date herewith, THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation ("Seller") conveyed to MERIDIAN INDUSTRIAL
TRUST, INC., a Maryland corporation  ("Buyer"), whose mailing address is 455
Market Street, 17th Floor, San Francisco, CA 94105, those parcels of  land more
particularly described in EXHIBIT "A" attached hereto as a part hereof, together
with all improvements located thereon ("Real Property").

WHEREAS, in connection with the above described conveyance Seller desires to
sell, transfer and convey to Buyer certain items of tangible personal property
as hereinafter described.

NOW, THEREFORE, in consideration of the receipt of TEN AND NO/100 DOLLARS
($10.00) and other good and valuable consideration paid in hand by Buyer to
Seller, the receipt and sufficiency of which are hereby acknowledged, Seller has
GRANTED, CONVEYED, SOLD, TRANSFERRED, SET OVER and DELIVERED and by these
presents does hereby GRANT, SELL, TRANSFER, SET OVER and DELIVER to Buyer, its
legal representatives, successors and assigns, all of its right, title and
interest in and to all fixtures, fittings, appliances, apparatus, equipment,
machinery, and all other items of personal property owned by the Seller which
are affixed or attached to or placed or situated upon the Real Property and used
in the operation and management thereof (excluding any computer equipment and
software) (collectively the "Personal Property"), to have and to hold, all and
singular, the Personal Property unto Buyer forever.

Seller does hereby bind itself, its legal representatives, successors and
assigns, to WARRANT, and FOREVER DEFEND title to the Personal Property unto
Buyer, its legal representatives, successors and assigns, against every person
whomsoever lawfully claiming or to claim same or any part thereof, by, through
or under Seller, but not otherwise. 

     SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE
     PERSONAL PROPERTY OR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
     PURPOSE.  BY ITS ACCEPTANCE OF THIS BILL OF SALE, BUYER ACKNOWLEDGES THAT
     IT HAS FULLY INSPECTED THE PERSONAL PROPERTY AND BUYER ACCEPTS THE SAME IN
     ITS PRESENT USED AND "AS IS" CONDITION.

     SELLER AND BUYER AGREE THAT THE PERSONAL PROPERTY IS SOLD, AND THAT BUYER
     ACCEPTS POSSESSION OF THE PERSONAL PROPERTY, "AS IS, WHERE IS, WITH ALL
     FAULTS", AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE GIVEN
     HEREINABOVE, SUCH SALE IS MADE 


<PAGE>

     WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY 
     SELLER, SELLER'S SALES AGENTS OR BROKERS, ANY PARTNER OR SELLER OR ITS 
     SALES AGENTS OR BROKERS, OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR 
     ATTORNEY OF SELLER OR ITS SALES AGENTS OR BROKERS, OR ANY OTHER PARTY 
     RELATED IN ANY WAY TO ANY OF THE FOREGOING (COLLECTIVELY, THE "SELLER 
     PARTIES"), WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, 
     WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, 
     USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES, AND SELLER AND
     EACH OF THE SELLER PARTIES DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH 
     REPRESENTATION OR WARRANTY.  BY ITS ACCEPTANCE OF THIS BILL OF SALE, BUYER
     SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE 
     GIVEN HEREINABOVE, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR 
     WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED,
     STATUTORY OR OTHERWISE, FROM SELLER OR ANY OTHER SELLER PARTIES AS TO ANY
     MATTERS CONCERNING THE PERSONAL PROPERTY, AND BUYER FURTHER ACKNOWLEDGES
     AND AGREES THAT SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES
     REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, ITS OFFICERS, DIRECTORS,
     CONTRACTORS, AGENTS OR EMPLOYEES, AND THAT IT IS RELYING SOLELY UPON ITS
     OWN INSPECTION OF THE PERSONAL PROPERTY AND NOT UPON ANY REPRESENTATIONS
     MADE TO IT BY ANY PERSON WHOMSOEVER AND THAT BUYER ACCEPTS THE PERSONAL
     PROPERTY IN ITS PRESENT USED AND "AS IS, WHERE IS, WITH ALL FAULTS"
     CONDITION.


EXECUTED this __ day of                 , 1997, TO BE EFFECTIVE as of the _____
day of ___________________, 1997.


SELLER:

THE PRUDENTIAL INSURANCE 
COMPANY OF AMERICA,
a New Jersey corporation
By:________________________________________
Name: Bernard C. Buchholz
Title:   Vice President


<PAGE>

STATE OF ILLINOIS   )
                    )
COUNTY OF COOK      )


This instrument was acknowledged before me on __________, 1997 by Bernard C.
Buchholz, Vice President of The Prudential Insurance Company of America, a New
Jersey corporation, on behalf of said corporation. 

                                        ______________________________________
_______________________, Notary Public 
My Commission Expires:
______________________


<PAGE>

                               EXHIBIT E-1
                      ASSIGNMENT OF TENANT LEASES


THIS ASSIGNMENT OF TENANT LEASES ("Assignment"), is made by and between THE 
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation 
("Assignor") and MERIDIAN INDUSTRIAL TRUST, INC., a Maryland corporation 
("Assignee").

                          W I T N E S S E T H:


WHEREAS, by Purchase and Sale Agreement ("Sale Agreement") dated as of  May 
___, 1997, by and between Assignor and Assignee, Assignor agreed to sell to 
Assignee certain real property, and the improvements located thereon 
("Property") as more particularly described in the Sale Agreement; and 

WHEREAS, the Sale Agreement provides, INTER ALIA, that Assignor shall assign 
to Assignee certain leases and Assignee shall assume all of the obligations 
of Seller under such leases.

NOW, THEREFORE, in consideration of the premises and the mutual covenants 
herein contained, the parties hereto hereby agree as follows:

1.  ASSIGNMENT OF TENANT LEASES.  Assignor hereby assigns, sets over and 
transfers to Assignee all of its right, title and interest in, to and under 
those certain tenant space leases set forth in EXHIBIT "E-2" attached hereto 
as a part hereof ("Leases").  Assignee hereby assumes all liabilities and 
obligations of Assignor under the Leases and indemnifies and holds harmless 
Assignor from all of the liabilities and obligations of Assignor under the 
Leases.

2.  MISCELLANEOUS.  This Assignment and the obligations of the parties 
hereunder shall survive the closing of the transaction referred to in the 
Sale Agreement, shall be binding upon and inure to the benefit of the parties 
hereto, their respective legal representatives, successors and assigns, shall 
be governed by and construed in accordance with the laws of the State of  
Texas applicable to agreements made within said  State and may not be 
modified or amended in any manner other than by a written agreement signed by 
the party to be charged therewith.

<PAGE>

EXECUTED this ___ day of             , 1997, TO BE EFFECTIVE as of the _____ 
day of ____________, 1997.


ASSIGNOR:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation

By:________________________________________
Name:  Bernard C. Buchholz
Title: Vice President

ASSIGNEE:

MERIDIAN INDUSTRIAL TRUST, INC.

By:_________________________________________
Name:_______________________________________
Title:______________________________________


<PAGE>

                               EXHIBIT E-2
                              LIST OF LEASES


<TABLE>
<CAPTION>

EXH.           PROPERTY NAME                      LEASES
----           -------------                      ------
<S>            <C>                                <C>
A-1            EXCHANGE SERVICE CENTER            THE CROSBY GROUP
                                                  GULF SYSTEMS, INC.
                                                  GATX LOGISTICS
A-2            HIGHLAND SUPER STORE               TREE OF LIFE
A-11           PINEMONT DISTRIBUTION CENTER       ACR SUPPLY, INC.
                                                  RACHEL SAN MIGUEL & CO.
                                                  WESTINGHOUSE ASSIGNED LEASE TO CUTLER-
                                                  HAMMER, INC.
                                                  ATT HEADWEAR, INC.
                                                  GOLDEN CREEK CARPET, INC.
                                                  GOLDEN CREEK CARPET, INC.
                                                  THE TUDOR MINT
                                                  A-CUSTOM CHOP OF TEXAS
A-12           PERIMETER DISTRIBUTION CENTER      THE POWELL GROUP
                                                  PENNZOIL PRODUCTS
                                                  SUN INVENTORY MANAGEMENT CORP.
                                                  INTERNATIONAL GROCERS
                                                  ICEE USA, INC. 
                                                  PRESIDENT BAKING CO.
A-13           BRITTMORE DISTRIBUTION CENTER      ITL INDUSTRIAL TIRES
                                                  MITSUBISHI CATERPILLAR FORKLIFT
                                                  IGLOO PRODUCTS CORP.
                                                  MITSUBISHI CATERPILLAR FORKLIFT
                                                  ROSEN /CW. INC.
                                                  DHL AIRWAYS
                                                  FLEXIBLE LINE UNDERGROUND TECHNOLOGIES,
                                                  INC.
                                                  HLF DISTRIBUTORS
                                                  FANDELI INTERNATIONAL CORP.
                                                  HAROLD LEONARD SOUTHWEST CORP.
A-14           PINE NORTH DISTRIBUTION CENTER     ALAMO IRONWORKS
                                                  TIME WARNER CABLE
                                                  THE SERVICE CENTER
</TABLE>

<PAGE>

                                   EXHIBIT F
                      ASSIGNMENT OF WARRANTIES/GUARANTIES


THIS ASSIGNMENT OF WARRANTIES/GUARANTIES ("Assignment"), is made by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
("Assignor") and  MERIDIAN INDUSTRIAL TRUST, INC., a Maryland Corporation 
("Assignee").


                             W I T N E S S E T H:

WHEREAS, by Purchase and Sale Agreement ("Sale Agreement") dated as of May ___, 
1997, by and between Assignor and Assignee, Assignor agreed to sell to Assignee
certain real property, and the improvements located thereon ("Property") as more
particularly described in the Sale Agreement; and 

WHEREAS, the Sale Agreement provides, INTER ALIA, that Assignor shall assign to
Assignee certain warranties and guarantees, and that Assignor and Assignee shall
enter into this Assignment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:

          1.   ASSIGNMENT OF WARRANTIES AND GUARANTEES.  Assignor hereby 
assigns, set over and transfers to Assignee all of its right, title and 
interest in, to and under those certain warranties and guarantees set forth 
in SCHEDULE A attached hereto as a part hereof, to the extent assignable.

          2.   MISCELLANEOUS.  This Assignment and the obligations of the 
parties hereunder shall survive the closing of the transaction referred to in 
the Sale Agreement, shall be binding upon and inure to the benefit of the 
parties hereto, their respective legal representatives, successors and 
assigns, shall be governed by and construed in accordance with the laws of 
the State of Texas applicable to agreements made within said  State and may 
not be modified or amended in any manner other than by a written agreement 
signed by the party to be charged therewith.

EXECUTED this ___ day of          , 1997   TO BE EFFECTIVE as of the ___ day of
____________, 1997.



<PAGE>


ASSIGNOR:

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey Corporation


By:________________________________________
Name: Bernard C. Buchholz
Title:   Vice President

ASSIGNEE:
MERIDIAN INDUSTRIAL TRUST, INC., a Maryland
Corporation    

By:_________________________________________
Name:_______________________________________
Title:______________________________________


<PAGE>

                                   EXHIBIT G
                            LIST OF MAJOR TENANTS


EXH.    PROPERTY NAME                      LEASES
----    -------------                      ------

A-1     EXCHANGE SERVICE CENTER            THE CROSBY GROUP
                                           GULF SYSTEMS, INC.
                                           GATX LOGISTICS, UNIT DISTRIBUTION OF
                                           TEXAS
A-2     HIGHLAND SUPER STORE               TREE OF LIFE (GOURMET FOODS)
A-11    PINEMONT DISTRIBUTION CENTER       A-CUSTOM CHOP OF TEXAS

A-12    PERIMETER DISTRIBUTION CENTER      THE POWELL GROUP
                                           PENNZOIL PRODUCTS 

A-13    BRITTMORE DISTRIBUTION CENTER      IGLOO PRODUCTS CORP.
                                           FANDELI INTERNATIONAL CORP.
                                           HAROLD LEONARD SOUTHWEST CORP.
A-14    PINE NORTH DISTRIBUTION CENTER     THE SERVICE CENTER


<PAGE>


                                   EXHIBIT H-1
                             TENANT ESTOPPEL LETTER

By lease dated _________________________ ("Lease"), the undersigned ("Tenant")
has leased from THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or its predecessors
in interest ("Landlord") the lease premises located at _______________________
__________________________________ which are more particularly described in the
Lease.  Landlord, as owner of the property ("PROPERTY") of which the lease
premises are a part, intends to sell the said Property to _____________________
____________________________________ ("BUYER") who, as a condition to the
purchase of the Property, has required this Tenant Estoppel Letter.

In consideration of Buyer's agreement to purchase the Property, Tenant agrees
and certifies to Landlord and to Buyer as follows:

          1.   The leased premises and possession thereof are accepted; the 
Lease is in full force and effect; and the lease term begins on 
____________________ and ends on _____________________________.

          2.   Tenant claims no present charge, lien or claim of offset 
against rent.

          3.   Rent is paid for the current month but is not paid and will 
not be paid more than one month in advance.  Basic or fixed rent is 
$____________ per month and is due on the __________ of each month.  A 
security deposit in the amount of $_____________ has been paid to Landlord. 

          4.   There are no existing defaults by reason of any act or 
omission of the Landlord except as 
follows:___________________________________ 
___________________________________________. 

          5.   The Lease has not been modified, except in accordance with the 
amendments dated as follows:_____________________________________ 
______________________________________. 

          6.   Attached is a true and correct copy of the Lease together with 
all amendments, modifications or renewals.

TENANT:
                                        
__________________________________

By:_______________________________
Name: ____________________________
Title:_____________________________


<PAGE>

                                EXHIBIT H-2
                           SELLER ESTOPPEL LETTER


By lease dated _________________________ ("Lease"), the undersigned 
("Tenant") has leased from THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or 
its predecessors in interest ("Landlord") the lease premises located at 
_______________________ __________________________________ which are more 
particularly described in the Lease.  Landlord, as owner of the property 
("PROPERTY") of which the lease premises are a part, intends to sell the said 
Property to _____________________ ____________________________________ 
("BUYER") who, as a condition to the purchase of the Property, has required 
this Tenant Estoppel Letter. 

In consideration of Buyer's agreement to 
purchase the Property, Landlord certifies to Buyer as follows:

         1.   The leased premises and possession thereof are accepted; 
the Lease is in full force and effect; and the lease term begins on 
____________________ and ends on _____________________________.

         2.   Tenant claims no present charge, lien or claim of offset 
against rent.

         3.   Rent is paid for the current month but is not paid and will not 
be paid more than one month in advance.  Basic or fixed rent is $____________ 
per month and is due on the __________ of each month.  A security deposit in 
the amount of $_____________ has been paid to Landlord. 

         4.   There are no existing defaults by reason of any act or omission 
of the Landlord except as follows:___________________________________ 
___________________________________________. 

         5.   The Lease has not been modified, except in accordance with the 
amendments dated as follows:_____________________________________ 
______________________________________. 

ATTACHED IS A TRUE AND CORRECT COPY OF THE LEASE TOGETHER WITH ALL AMENDMENTS,
MODIFICATIONS OR RENEWALS.

The liability of Landlord pursuant to this letter  shall be null and void the 
earlier of a)  the one hundred and eightieth day from the date hereof, or b) 
Seller delivering to Purchaser a Tenant Estoppel letter in substantial 
conformity with this letter.  Any liability on behalf of Landlord  under this 
letter is subject to the limitations on  maximum aggregate Seller liability 
as set forth in Section ___ of the Purchase and Sale Agreement dated May , 
1997 in which Seller and Landlord are one and the same party.  
Notwithstanding the foregoing, Purchaser hereby expressly waives and releases 
any right or remedy available to it at law, in equity or under the Purchase 
and Sale Agreement for damages that the Purchaser may incur as a result of 
any of Seller's or Landlord's representations being inaccurate if (a) 
Purchaser knew or should have known on or

<PAGE>

before this date that such representation was not accurate, or (b) 
Purchaser's damages are reasonably estimated aggregate less than $25,000.


                                     THE PRUDENTIAL INSURANCE
                                     COMPANY OF AMERICA


                                     By:___________________________________
                                        Bernard C. Buchholz, Vice President

<PAGE>

                                    EXHIBIT I
                                NOTICE TO TENANTS

                        , 1997




RE:  Notice of Change of Ownership of _________________
     Property Address   (City, State)


Dear _____________:

You are hereby notified as follows:

(1)  That as of the date hereof, The Prudential Insurance Company of America 
has transferred, sold, assigned, and conveyed all of its interest in and to 
the above-described property, (the "Property") to  MERIDIAN INDUSTRIAL TRUST, 
INC. (the "New Owner").

(2)  Future rental payments with respect to your lease premises at the 
Property should be made to the New Owner in accordance with your Lease terms 
at the following address:

           Meridian Industrial Trust, Inc.
           455 Market Street, 17th Floor
           San Francisco, CA 94105

(3)  Your security deposit in the amount of $_________ has been transferred 
to the New Owner and as such the New Owner shall be responsible for holding 
the same in accordance with the terms of your lease.

Sincerely,

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: ___________________________________
    Bernard C. Buchholz, Vice President


<PAGE>

                                    EXHIBIT J
                              NON-FOREIGN AFFIDAVIT

Section 1445 of the Internal Revenue Code provides that a transferee of a United
States real property interest must withhold tax if the transferor is a foreign
person.  To inform the transferee that withholding of tax is not required upon
the disposition of a United States real property interest by THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, a New Jersey corporation ("Prudential"), the
undersigned hereby certifies the following on behalf of Prudential:


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

          2.   Prudential's U.S. employer identification number is 22-1211670;
               and

          3.   Prudential's office address is 751 Broad Street, Newark, New
               Jersey, 07102-3777.  

Prudential understands that this certification may be disclosed to the Internal
Revenue Service by transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.
The undersigned officer of Prudential declares that he has examined this
certification and to the best of his knowledge and belief it is true, correct
and complete, and he further declares that he has authority to sign this
document on behalf of Prudential.


Dated: _____________, 1997.

THE PRUDENTIAL INSURANCE COMPANY 
OF AMERICA,  a New Jersey corporation       


By:_________________________________________
Name: Bernard C. Buchholz
Title:   Vice President

<PAGE>

STATE OF ILLINOIS   )
                    )
COUNTY OF COOK      )


This instrument was acknowledged before me on ____________, 1997 by Bernard C.
Buchholz, Vice President  of The Prudential Insurance Company of America, a New
Jersey corporation, on behalf of said corporation. 



                                        ______________________________________
                                        Notary Public, State of Illinois
                                        MY COMMISSION EXPIRES:




<PAGE>

                                  EXHIBIT K
                        SELLER'S ERISA REPRESENTATION


             , 1997



MERIDIAN INDUSTRIAL TRUST, INC.
455 Market Street, 17th Floor
San Francisco, CA 94105

Re:   Industrial Sale Package

Dear       :

To satisfy compliance with the Employee Retirement Income Security Act of 1974,
as amended,  The Prudential Insurance Company of America, a New Jersey
corporation ("Seller") hereby represents and warrants to MERIDIAN INDUSTRIAL
TRUST, INC. that Seller is a "fiduciary" and an "investment manger" of certain
pooled asset separate accounts as those terms are defined under the Employee
Retirement Income Security Act of 1974, as amended and is applicable to
regulations as issued by the Department of Labor and the Internal Revenue
Service ("ERISA").  Seller further represents :

1.  The Property listed in Exhibits A-1, A-2 and A-11 through A-14 is not part
of Seller's pooled asset separate accounts which are subject to ERISA.

2.  Seller holds the Property in Seller's General Account as part of Seller's
corporate investments managed for its own interest.


The Prudential Insurance Company 
of America



By:___________________________
Bernard Buchholz, Vice President

<PAGE>

                                    EXHIBIT L
                          BUYER'S ERISA REPRESENTATION

       , 1997


Mr. Bernard C. Buchholz, Vice President
THE PRUDENTIAL INSURANCE COMPANY 
OF AMERICA
Prudential Plaza, Suite 1300
Chicago, Illinois 60601

Re:    Industrial Sale Package

Dear Mr. Buchholz:
To satisfy compliance with the Employee Retirement Income Security Act of 1974,
as amended, MERIDIAN INDUSTRIAL TRUST, INC. , a  Maryland  ("Buyer") hereby
represents and warrants to The Prudential Insurance Company  ("Seller") that:

Upon  Buyer's acquisition of the Property, the Property shall not constitute
"plan assets" within the meaning of 29 C.F.R. Section 2510.3-101, because one or
more of the following circumstances is true:

Equity interest in Buyer are publicly offered securities, within the meaning of
20 C.F.R. Section 2510.3-101(b)(2); or

Less than twenty-five (25%) of all equity interests in Buyer are held by 
"benefit plan investors" within the meaning of 29 C.F.R. Section 
2510.3-101(f)(2); or

Buyer qualifies as an "operating company", "venture capital operating company",
or a "real estate operating company" within the meaning of 29 C.F.R. Section
2510.3-101 (c), (d) or (e). 

Buyer is not a "governmental plan" within the meaning of Section 3(32) of ERISA
and the purchase of the Property by Buyer is not subject to state statutes
regulating investments of and fiduciary obligations with respect to governmental
plans.

MERIDIAN INDUSTRIAL TRUST, INC.


By:_________________________
Name:_______________________
Title:______________________


<PAGE>

                                   EXHIBIT M
                              PENDING LITIGATION

                                     NONE

<PAGE>

                                   EXHIBIT N
                             NOTICE OF VIOLATIONS

                                     NONE


THIS NOTICE IS NOT INTENDED TO BE A LISTING OF ALL VIOLATIONS RELATING TO THE 
PROPERTY BUT RATHER A LISTING OF THOSE VIOLATIONS KNOWN TO OFFICERS OF SELLER 
LOCATED IN CHICAGO, ILLINOIS. 

<PAGE>

                                   EXHIBIT O
                           LIST OF SERVICE CONTRACTS

                            NONE TO BE TRANSFERRED

<PAGE>

                                   EXHIBIT P
                             DESIGNATED EMPLOYEES

        THE NAME OF THE DESIGNATED EMPLOYEES IS UNKNOWN AT THIS TIME.

<PAGE>

                                EXHIBIT Q
                 LIST OF ENVIRONMENTAL REPORTS OR SURVEYS


<TABLE>
<CAPTION>
EXHIBIT                        ENVIRONMENTAL REPORTS
-------                        ----------------------
<S>                           <C>

A-1  EXCHANGE SERVICE CENTER  Asbestos Survey Report (10/85)
                              
A-2  HIGHLAND SERVICE CENTER  Asbestos-Containing Materials Survey (10/91)
                              Phase I Environmental Assessment (10/91)
                              Phase II Environmental Assessment (12/91)
                              Hazardous Materials Survey included in Tree of
                              Life, Inc. d/b/a Gourmet Award Foods 
                              Southwest tenant lease (2/95)
                              
A-11 PINEMONT DISTRIBUTION    Level I Environmental Assessment (1/90)
                              Environmental Assessment Follow-Up (3/92)
                              Asbestos Engineering & Hygiene Services Proposal
                              Revision #1 (6/92)
                              Project Summary Report for Asbestos Removal (8/92)
                              
A-12 PERIMETER DISTRIBUTION   Reconnaissance Environmental Assessment(4/88)
                              Level I Environmental Assessment (7/91) - DRAFT
                              Survey for Location of Asbestos-Containing
                              Materials - Final (1/92)
                              Environmental Surface & Subsurface Assessment
                              (2/92) - DRAFT
                              Disposal of Soil Cuttings & Purge Water Proposal
                              (3/93) 
                              Phase II Subsurface Investigation (11/92)
                              Phase II Environmental Site Assessment (6/95)
                              
A-13 BRITTMORE DISTRIBUTION   Environmental Assessment (11/87)
                              
A-14 PINE NORTH DISTRIBUTION  Preliminary Summary of Findings: Environmental 
                              Consultation (6/89) w/ Environmental Assessment
                              (5/89)

</TABLE>

THIS MAY NOT BE A LISTING OF ALL ENVIRONMENTAL REPORTS OR SURVEYS WHICH 
SELLER MAY HAVE WHICH RELATE TO THE PROPERTY.  DUE TO SOME OF SELLER'S FILES 
BEING LOST, SELLER CANNOT REPRESENT THIS LIST IS COMPLETE.




<PAGE>

                                      EXHIBIT R
                                   AUDIT DOCUMENT LIST


1. COPIES OF PROPERTY OPERATING STATEMENTS AND ACCESS TO YEAR-TO-DATE
   GENERAL LEDGERS (OR ACCESS TO BOOKS OF ORIGINAL ACCOUNTING RECORDS)
   FOR THE YEAR ENDED DECEMBER 31, 1996 AND FOR THE PERIOD FROM JANUARY
   1, 1997 TO THE CLOSING DATE.
  
2. COPIES OF PROPERTY RENT ROLLS FOR MARCH, AUGUST AND DECEMBER 1996,
   JANUARY 1997 AND THE CALENDAR MONTH IMMEDIATELY PRECEDING THE MONTH IN
   WHICH THE CLOSING OCCURS.
  
3. ACCESS TO LEASES FOR ALL TENANTS IN OCCUPANCY OF THE PROPERTY DURING
   1996 AND 1997.
  
4. ACCESS TO BANK STATEMENTS AND CASH RECEIPTS DOCUMENTS (CHECK COPIES
   AND DEPOSIT SLIPS) SUPPORTING RECORDED REVENUES FOR MARCH, AUGUST, AND
   DECEMBER 1996, JANUARY 1997 AND THE CALENDAR MONTH IMMEDIATELY
   PRECEDING THE MONTH IN WHICH THE CLOSING OCCURS.
  
5. ACCESS TO DETAIL UNPAID RENT AND OTHER CHARGES AS OF DECEMBER 31,
   1996, AND MOST RECENT DATE AVAILABLE PRIOR TO THE CLOSING DATE, ALONG
   WITH DOCUMENTATION SUPPORTING SUBSEQUENT COLLECTION EXPLANATIONS AND/OR
   UNCOLLECTED BALANCES.
  
6. COPIES OF 1996 AND 1997 OPERATING EXPENSE PASS-THROUGH RECONCILIATION
   STATEMENTS AND RELATED ADJUSTMENTS.
  
7. ACCESS TO INVOICES SUPPORTING OPERATING EXPENSES PAID BY TENANTS IN
   1996 AND 1997.
  
8. COPIES OF REAL PROPERTY TAX BILLS FOR THE TAX YEAR ENDED DECEMBER 31,
   1996 AND FOR THE PERIOD FROM JANUARY 1, 1997 TO THE CLOSING DATE.
  
9. SCHEDULE OF ALL TENANTS GRANTED FREE RENT INCLUDING AMOUNTS GRANTED
   DURING 1996 AND 1997, TO THE EXTENT SUCH A SCHEDULE EXISTS.
               

BUYER RECOGNIZES THAT THESE RECORDS WILL NOT BE LOCATED IN THE SAME OFFICE BUT
ARE LIKELY TO BE SPREAD OVER A NUMBER OF OFFICES IN DIFFERENT STATES.

<PAGE>

                                  FIRST AMENDMENT TO
                             PURCHASE AND SALE AGREEMENT


         THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First
Amendment") is entered into as of July 7, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation ("Seller").

                                       RECITALS

         A.   Buyer and Seller entered into that certain Purchase and Sale 
Agreement, dated as of May 29, 1997 (the "Agreement"), for the purchase and 
sale of real property designated as "Industrial Package Sale - Texas 
Properties" as more particularly described on Exhibit A to the Agreement, 
together with certain personal property, lease interests and intangible 
property, all as more particularly described in the Agreement.

         B.   Buyer and Seller now desire to modify the Agreement as provided
herein.

         C.   Capitalized terms in this First Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, Buyer and Seller agree as follows:

         1.   DUE DILIGENCE PERIOD.  The expiration date of the Due Diligence
Period is extended from July 7, 1997 to and including July 22, 1997.  In
addition, the date "July 7, 1997" where it appears in Section 4.3 of the
Agreement is deleted and replaced with the phrase "the end of the Due Diligence
Period".

         2.   CLOSING DATE.  Seller acknowledges that the Closing Date has been
extended until September 30, 1997 (I.E., the Option Closing Date) pursuant to
Election Notice duly given by Buyer.

         3.   CONFLICT IN TERMS.  In the event of any conflict or inconsistency
between the terms and conditions of this First Amendment and the terms and
conditions of the Agreement, the terms and conditions of this First Amendment
shall govern and control the rights and obligations of the parties hereto.

         4.   EFFECT OF FIRST AMENDMENT.  Except as expressly modified herein,
all terms and conditions of the Agreement remain unmodified and in full force
and effect.

         5.   COUNTERPARTS.  This First Amendment may be executed in one or
more counterparts, each of which may be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument.  This First
Amendment may be executed via telecopied signatures with original signatures to
follow.

         IN WITNESS WHEREOF, Buyer and Seller have executed this First
Amendment as of the date first above written.

                             BUYER

                             MERIDIAN INDUSTRIAL TRUST, INC.,
                             a Maryland corporation


                             By:  ______________________________
                                  
                             Its: ______________________________


                             SELLER

                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New
                             Jersey corporation


                             By:  ______________________________
                                  Bernard C. Buchholz
                             Its: Vice President


<PAGE>


                                 SECOND AMENDMENT TO
                             PURCHASE AND SALE AGREEMENT


               THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second
Amendment") is entered into as of July 22, 1997 by and between Meridian
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential
Insurance Company of America, a New Jersey corporation ("Seller").

                                       RECITALS

               A.   Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, and that certain First Amendment thereto
dated as of July 7, 1997 (the "First Amendment") (jointly, the "Agreement"), for
the purchase and sale of real property designated "Industrial Package Sale -
Texas Properties", as more particularly described on Exhibit A to the Agreement,
together with certain personal property, lease interests and intangible
property, all as more particularly described in the Agreement.

               B.   Buyer and Seller now desire to modify the Agreement as 
provided herein.

               C.   Capitalized terms in this Second Amendment not defined 
herein shall have the meanings ascribed to them in the Agreement.

               NOW, THEREFORE, in consideration of the mutual covenants 
contained herein, Buyer and Seller agree as follows:

               1.   DUE DILIGENCE PERIOD.  The expiration date of the Due 
Diligence Period is extended from July 22, 1997 to and including August 5, 
1997.

               2.   CONFLICT IN TERMS.  In the event of any conflict or 
inconsistency between the terms and conditions of this Second Amendment and 
the terms and conditions of the Agreement, the terms and conditions of this 
Second Amendment shall govern and control the rights and obligations of the 
parties hereto.

               3.   EFFECT OF SECOND AMENDMENT.  Except as expressly modified 
herein, all terms and conditions of the Agreement remain unmodified and in 
full force and effect.

               4.   COUNTERPARTS.  This Second Amendment may be executed in 
one or more counterparts, each of which may be deemed an original, and all of 
which, when taken together, shall constitute one and the same instrument.  
This Second Amendment may be executed via telecopied signatures with original 
signatures to follow.

               IN WITNESS WHEREOF, Buyer and Seller have executed this Second 
Amendment as of the date first above written.

                                   BUYER

                                   MERIDIAN INDUSTRIAL TRUST, INC.,
                                   a Maryland corporation


                                   By:  ______________________________
                                        Robert A. Dobbin
                                        Secretary


                                   SELLER

                                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                                   a New Jersey corporation


                                   By:  ______________________________
                                        Bernard C. Buchholz
                                   Its: Vice President


<PAGE>


                                  THIRD AMENDMENT TO
                             PURCHASE AND SALE AGREEMENT


               THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Third 
Amendment") is entered into as of August 5, 1997 by and between Meridian 
Industrial Trust, Inc., a Maryland corporation ("Buyer"), and The Prudential 
Insurance Company of America, a New Jersey corporation ("Seller").

                                       RECITALS

               A.   Buyer and Seller entered into that certain Purchase and Sale
Agreement dated as of May 29, 1997, that certain First Amendment thereto dated
as of July 7, 1997, and that certain Second Amendment thereto dated July 22,
1997 (collectively, the "Agreement"), for the purchase and sale of real property
designated "Industrial Package Sale - Texas Properties", as more particularly
described on Exhibit A to the Agreement, together with certain personal
property, lease interests and intangible property, all as more particularly
described in the Agreement.

               B.   Buyer and Seller now desire to modify the Agreement as
provided herein.

               C.   Capitalized terms in this Third Amendment not defined herein
shall have the meanings ascribed to them in the Agreement.

               NOW, THEREFORE, in consideration of the mutual covenants
contained herein, Buyer and Seller agree as follows:

               1.   DUE DILIGENCE PERIOD.  The expiration date of the Due 
Diligence Period is extended from August 5, 1997 to and including August 20, 
1997.

               2.   CONFLICT IN TERMS.  In the event of any conflict or 
inconsistency between the terms and conditions of this Third Amendment and 
the terms and conditions of the Agreement, the terms and conditions of this 
Third Amendment shall govern and control the rights and obligations of the 
parties hereto.

               3.   EFFECT OF THIRD AMENDMENT.  Except as expressly modified 
herein, all terms and conditions of the Agreement remain unmodified and in 
full force and effect.

               4.   COUNTERPARTS.  This Third Amendment may be executed in 
one or more counterparts, each of which may be deemed an original, and all of 
which, when taken together, shall constitute one and the same instrument.  
This Third Amendment may be executed via telecopied signatures with original 
signatures to follow.

               IN WITNESS WHEREOF, Buyer and Seller have executed this Third
Amendment as of the date first above written.

                                   BUYER

                                   MERIDIAN INDUSTRIAL TRUST, INC.,
                                   a Maryland corporation


                                   By:  ______________________________
                                        Robert A. Dobbin
                                   Its: Secretary


                                   SELLER

                                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                                   a New Jersey corporation


                                   By:  ______________________________
                                        Bernard C. Buchholz
                                   Its: Vice President