AGREEMENT OF PURCHASE AND SALE


                                     between


                       FR ACQUISITIONS, INC., as Purchaser


                                       and


                           Di GIORGIO CORP., as Seller




                          Relating to Premises known as


                 700 Dibblee Drive, Garden City, New York 11530




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                                TABLE OF CONTENTS

         Paragraph Heading                                        Page No.
         1.       Sale................................................1
         2.       Purchase Price......................................1
         3.       Closing.............................................2
         4.       Earnest Money.......................................2
         5.       Seller's Deliveries.................................3
         6.       Inspection Period...................................3
         7.       Title and Survey Matters............................7
         8.       Seller's Representations and Warranties.............9
         8A.      Purchaser's Representations........................13
         9.       Covenants of Seller................................14
         9A.      Covenants of Purchaser.............................15
         10.      Environmental Warranties and Agreements............15
         11.      Additional Conditions Precedent to Closing.........20
         12.      Intentionally Deleted..............................21
         13.      Seller's Closing Deliveries........................21
         14.      Prorations and Adjustments.........................22
         15.      Closing Expenses...................................22
         16.      Destruction, Loss or Diminution of Project.........23
         17.      Default............................................23
         18.      Successors and Assigns.............................25
         19.      Litigation.........................................25
         20.      Notices............................................26
         21.      Benefit............................................27
         22.      Limitation of Liability............................27
         23.      Brokerage..........................................27
         24.      Reasonable Efforts.................................27
         25.      Exculpation of Affiliates..........................27
         26.      Miscellaneous......................................28


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                                 LOCATION OF DEFINITIONS

         A definition  for each of the  following  terms is set forth within the
body of this Agreement, respectively, on the page set forth next to such term.

         Definition Term                             Section No.

     Additional Assessment                                6

     Additional Period                                    6

     Affiliate                                           18

     Agreement                                        Preamble

     Approval Date                                        6

     Approved Depository                                  4

     Assessment                                           6

     Basic Project Inspection                             6

     Building                                             1

     CERCLA                                              10

     Closing                                              3

     Closing Date                                         3

     Conditions Precedent                                 2

     Contract                                             1

     Contract Date                                        4

     Damage                                              16

     Deed                                                 7

     Defects                                              7(b)

     Earnest Money                                        4

     Eminent Domain                                      16

     Environmental Laws                                  10

     Environmental Permits                               10

     Escrow                                               4

     Escrow Agreement                                     4

     Escrowee                                             4

     First Industrial                                    18

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         Definition Term                             Section No.

     Governmental Authority                              10

     Hazardous Conditions                                10

     Hazardous Materials                                 10

     Improvements                                         1

     Inspection Period                                    6

     Intermediary                                        18

     Land                                                 1

     Leases                                               8(s)

     Mandatory Cure Items                                 7

     New Lease                                           11(h)

     Owner                                                1

     Permitted Exceptions                                 7

     Project                                              1

     Purchase Price                                       2

     Purchaser                                         Preamble

     Qualified Consulting Firm                           10

     RCRA                                                10

     Records                                              6

     Release                                             10

     Remedial Action                                     10

     Remedial Costs                                      10

     Representatives                                      6

     Seller                                            Preamble

     Seller's Broker                                     23

     Seller's Deliveries                                  5

     Survey                                               7

     Tanks                                               10

     Termination Notice                                   6

     Title Commitment                                     7

     Title Company                                        7

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         Definition Term                              Section No.

     Title Evidence                                       7

     Title Policy                                         7

     Violations                                           8(j)



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<PAGE>



         THIS AGREEMENT  (this  "Agreement")  is made and entered into this 19th
day of February,  1998, by and between Di Giorgio Corp., a Delaware  corporation
("Seller"), and FR Acquisitions, Inc., a Maryland corporation ("Purchaser").

         1.     SALE.

Seller,  in its capacity as contract  vendee under that certain  agreement  (the
"Contract") dated November 26, 1997 for the sale and purchase of the Project (as
hereinafter  defined) made with United  States Steel and Carnegie  Pension Fund,
Inc., as Trustee under  Agreement  dated as of August 31, 1950 for United States
Steel  Corporation  Non-Contributory  Pension Plan,  AND United States Steel and
Carnegie Pension Fund, Inc., as Trustee under Agreement dated as of February 15,
1951  for  United   States   Steel   Corporation   Contributory   Pension   Plan
(collectively,  the  "Owner")  agrees to sell and convey (or cause Owner to sell
and convey) to Purchaser,  and Purchaser agrees to purchase from Seller, for the
purchase  price set forth below,  and on the terms and  conditions  set forth in
this  Agreement,  the Project.  The term  "Project"  shall mean, on a collective
basis:  (a) all those certain  plots,  pieces and the parcels of land located in
the Town of Hempstead,  County of Nassau, State of New York, known by the street
address 700 Dibblee  Drive,  Garden City, New York 11530,  as more  particularly
described in Exhibit A attached  hereto (the "Land"),  together with and subject
to all  rights  of  way,  easements,  reservations,  privileges,  appurtenances,
interests and other rights appurtenant or pertaining thereto including,  but not
limited  to, in (i) any right,  title and  interest of Owner or Seller in and to
any streets or other public ways  adjacent to the Land  together with all right,
title and  interest,  if any, of Owner or Seller in and to (A) any land lying in
the bed of any  street,  road or  avenue  opened  or  proposed,  in  front of or
adjoining the Land, to the center line thereof, and any award made or to be made
in  lieu  thereof  and (B) any  unpaid  award  for  damages  to the  Land or the
Improvements  (as  hereinafter  defined)  by  reason  of  change of grade of any
street,  (ii) any water,  oil,  gas and mineral  rights  owned by, or leased to,
Seller or Owner,  and (iii) any  rights in alleys  adjoining  the Land;  (b) all
buildings,  structures and improvements located on the Land, including,  but not
limited to, that certain  building  containing  approximately  325,000  rentable
square feet used for  warehouse and  distribution  purposes  (collectively,  the
"Building"),  and all fixtures  (other than trade  fixtures  including,  without
limitation,  racking and refrigerator freezer equipment),  systems and utilities
attached or appurtenant  to, or utilized by Seller and/or Owner in the ownership
and operation of the Building (the Building and all such  fixtures,  systems and
utilities  being  collectively  referred to herein as the  "Improvements");  and
Owner's and Seller's interest,  if not terminated prior to Closing, in all other
Leases  (as  hereinafter  defined)  and other  agreements  to occupy  all or any
portion of the Project that are in effect on the Contract  Date (as  hereinafter
defined) and as of the Closing (as hereinafter defined).

         2.     PURCHASE PRICE.

         The total  purchase  price to be paid to Seller  by  Purchaser  for the
Project  shall be Fourteen  Million  Five Hundred  Thousand  and 00/100  Dollars
($14,500,000.00) (the "Purchase Price").  Provided that all conditions precedent
to   Purchaser's   obligations   to  close  as  set  forth  in  this   Agreement
(collectively, the "Conditions Precedent") have been satisfied and fulfilled, or
waived in writing

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<PAGE>



by  Purchaser,  the  Purchase  Price  shall be paid to Seller  (or as Seller may
direct) at Closing,  plus or minus  prorations and other  adjustments  hereunder
(including  all Earnest  Money (as  hereinafter  defined)  credited  against the
Purchase Price), by federal wire transfer of immediately available funds. Seller
shall provide  Purchaser with such wire transfer  instructions  at least two (2)
business days prior to Closing.

         3.     CLOSING.

         The purchase and sale  contemplated  herein shall be  consummated  at a
closing ("Closing") to take place at the offices of Purchaser's counsel,  Parker
Chapin  Flattau & Klimpl,  LLP, 1211 Avenue of the Americas,  New York, New York
10036, or a location as otherwise agreed by the parties. The Closing shall occur
on or before the fifteenth  (15th) day after the Approval  Date (as  hereinafter
defined),  on or before  the close of  business,  or at such  other  time as the
parties may agree upon in writing, provided that the Closing shall take place no
earlier  than  February  10, 1998 nor later than (i) March  31,1998 or (ii) such
later date to which Seller is able to extend the Closing Date under the Contract
with Owner (the "Closing Date"). The Closing shall be effective as of 12:01 A.M.
on the Closing Date.  Notwithstanding the foregoing,  the risk of loss of all or
any  portion of the  Project  shall be borne by Seller up to and  including  the
actual time of the Closing and wire  transfer of the  Purchase  Price to Seller,
and thereafter by Purchaser, subject to the terms and conditions of Paragraph 16
below.

         4.     EARNEST MONEY.

                (a) Escrowee.  On the date of the full execution and delivery of
         this  Agreement  (which date is set forth on the signature  page hereof
         and is referred to herein as the  "Contract  Date"),  the parties shall
         enter into an escrow agreement in the form attached hereto as Exhibit C
         (the "Escrow  Agreement";  the escrow created thereby being referred to
         herein as the "Escrow"),  designating  North Shore  Abstract,  Ltd., as
         title  agent  of  Chicago  Title  Insurance  Company,  as the  escrowee
         thereunder ("Escrowee").  The parties hereby authorize their respective
         attorneys to execute the Escrow  Agreement and to make such  amendments
         thereto  as they  shall  deem  necessary  or  convenient  to close  the
         transaction contemplated hereby.

                (b) Earnest Money Deposit.  Not later than two (2) business days
         following the Contract Date,  Purchaser  shall deposit into the Escrow,
         in  accordance  with the  terms  of the  Escrow  Agreement,  and as its
         earnest money deposit (the  "Earnest  Money"),  the sum of Five Hundred
         Thousand and 00/100 Dollars  ($500,000.00).  The Earnest Money shall be
         invested by the Escrowee in an  interest-bearing  account with an FDIC-
         insured,  national bank having gross assets in excess of $1,000,000,000
         (an "Approved Depository").

                (c) Application at Closing. At Closing,  the Earnest Money shall
         be  delivered to Seller and credited  against the Purchase  Price.  All
         interest  (if any) earned on the  Earnest  Money shall be paid in equal
         shares  to  Seller  and  Purchaser  except  in the  event of a  default
         hereunder   in  which   case  all   interest   shall  be  paid  to  the
         non-defaulting  party. All Earnest Money shall be  appropriately  dealt
         with by the Escrowee so as to be

250140-8                                                                 2/23/98
                                        2

<PAGE>



         delivered to Seller or Purchaser, as the case may be, as
         provided herein and as provided in the Escrow Agreement.

         5. SELLER'S DELIVERIES.

         Seller shall deliver to Purchaser, no later than five (5) business days
after the  Contract  Date,  the  documents  listed as "Seller's  Deliveries"  on
Exhibit D attached hereto,  except to the extent disclosure of same to Purchaser
is  prohibited  by written  agreement (as to which items Seller shall deliver to
Purchaser a descriptive list of the undeliverable  items). In the event that the
transactions contemplated by this Agreement are not consummated, Purchaser shall
return the delivered documents to Seller.

         6.     INSPECTION PERIOD.

                (a) Basic  Project  Inspection.  At all times  prior to Closing,
         including  times  following the  Inspection  Period (which  "Inspection
         Period" is defined to be the period  that is thirty  (30) days from and
         after the Contract  Date),  Purchaser,  its agents and  representatives
         shall be entitled to conduct a "Basic Project  Inspection",  which will
         include  the right to:  (i) enter  upon the Land and  Improvements,  on
         reasonable  notice to Seller and  accompanied  by a  representative  of
         Seller, if Seller so requires, to perform industry standard inspections
         and tests of the Project,  including,  but not limited to,  inspection,
         evaluation and testing of the heating, ventilation and air-conditioning
         systems and all components thereof  (collectively,  the "HVAC System"),
         all  structural  and  mechanical   systems  within  the   Improvements,
         including,  but not  limited  to,  sprinkler  systems,  power lines and
         panels,  air lines and compressors,  automatic doors,  tanks, pumps and
         plumbing;  (ii)  examine  and  copy  the  records,  Leases,  and  other
         documents maintained by Seller or its agents,  relating to expenditures
         pertaining  to the leasing,  maintenance,  repair and  operation of the
         Project  (but not the  business  operations  conducted by Seller at the
         Project) only for the three (3) most recent full calendar years and the
         current calendar year (the "Records");  (iii) make  investigations with
         regard to zoning,  environmental  (as  provided  in  Subparagraph  6(b)
         below),  building, code and other legal requirements including, but not
         limited to, an environmental Assessment and Additional Assessment (each
         as defined and specified in  Subparagraph  6(b) below) and (iv) make or
         obtain market studies and real estate tax analyses.

                If  Purchaser,  during the  Inspection  Period,  in its sole and
         absolute  discretion,  determines  that the results of any  inspection,
         test or  examination  do not meet  Purchaser's  (or its  underwriters',
         investment bankers', lenders', ratings agency's or investors') criteria
         for the  purchase,  financing or operation of the Project in the manner
         contemplated  by  Purchaser  (including,  but not  limited  to, if same
         reveal the presence of a Hazardous Condition (as hereinafter  defined),
         any Hazardous  Material (as hereinafter  defined),  or toxic substance,
         including, but not limited to, asbestos, chlordane or formaldehyde,  in
         or upon any of the Project,  or any  deficiency or code  violation with
         respect to any aspect of the Project),  or if the information disclosed
         does not otherwise meet Purchaser's investment criteria or underwriting
         for any reason whatsoever, or if Purchaser, in its sole discretion,

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                                        3

<PAGE>



         otherwise  determines  that the Project is  unsatisfactory  to it, then
         subject to  Subparagraph  6(d)  below,  Purchaser  may  terminate  this
         Agreement by notice to Seller (the "Termination  Notice"),  with a copy
         to Escrowee,  given not later than two (2) business days after the last
         day  of  the  Inspection  Period  (the  "Approval  Date").   Upon  such
         termination,  the Earnest  Money,  together with all interest  thereon,
         shall be returned immediately to Purchaser and neither party shall have
         any  further  liability  to the other  hereunder,  except as  otherwise
         provided herein.

                The  parties  hereto   acknowledge  that  Purchaser  may  expend
         material sums of money in reliance on Seller's  obligations  under this
         Agreement, in connection with negotiating and executing this Agreement,
         furnishing the Earnest Money, con ducting the inspections  contemplated
         by this Paragraph 6 and preparing for Closing, and that Purchaser would
         not have entered into this  Agreement  without the  availability  of an
         Inspection   Period.   The  parties   therefore   agree  that  adequate
         consideration  exists to support Seller's obligations  hereunder,  even
         before  expiration  of  the  Inspection  Period.  Except  as  otherwise
         provided  herein,  the  effect of any  representations,  warranties  or
         undertakings  made by Seller in this Agreement shall not be diminished,
         abrogated,  or  compromised  by  the  Basic  Project  Inspection,   any
         Assessment or Additional  Assessment,  or other  inspections,  tests or
         investigations made by Purchaser.

                (b)  Environmental  Assessment.  During the  Inspection  Period,
         Purchaser or Purchaser's agent(s) shall have the right to employ one or
         more environmental  consultants or other  professional(s) to perform or
         complete a so-called "Phase I" environmental  inspection and assessment
         (the "Assessment") of the Project, and Seller acknowledges and consents
         to such Assessment, to the full extent contemplated under ASTM Document
         E 1527,  which  describes the "Phase I  Environmental  Site  Assessment
         Process."  Purchaser and its  consultants  shall also have the right to
         undertake or complete a technical review of all documentation, reports,
         plans,  studies and information in possession or control of Seller,  or
         its past or present environmental consultants, concerning or in any way
         related to the  environmental  condition  of the  Project.  In order to
         facilitate the Assessment, the technical review and any other tests and
         studies,  Seller shall extend its full  cooperation  (but without third
         party   expense  to  Seller)  to   Purchaser   and  its   environmental
         consultants,  including,  but not limited to, providing complete access
         to all its files and fully, completely and truthfully answering, to its
         knowledge, all questions relating to the environmental condition of the
         Project. The Assessment shall evaluate the present and past uses of the
         Project,  and the  presence on, in, at,  about,  near or under the Land
         (including land sufficiently proximate to any portion of the Project as
         to pose the risk of migration,  or other adverse  effect on any portion
         of the Project) of any Hazardous  Materials.  In the event that (i) the
         results of the Assessment or technical review are inconclusive, or (ii)
         the results of the  Assessment  or  technical  review  reveal  material
         environmental matters unacceptable to Purchaser,  in its sole judgment,
         then Purchaser,  at its sole option,  shall have an "Additional Period"
         until March 20, 1998 to allow for and accommodate  additional  required
         inspections and tests (the "Additional Assessment"),  whether involving
         an ASTM "Phase II"

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                                        4

<PAGE>



         evaluation or otherwise.  Such Additional Period, if applicable,  shall
         automatically and concomitantly  extend the original Inspection Period,
         Approval Date and Closing Date [provided, however, that nothing in this
         paragraph shall be deemed to authorize  Purchaser to extend the Closing
         Date beyond the parameters of Section 3 hereof], on a day-to-day basis,
         for all relevant purposes  hereunder,  except that Purchaser's right to
         cancel this Agreement during the Additional Period shall relate only to
         the environmental condition of the Project and may only be exercised in
         accordance  with and subject to the provisions of Section 10(c) hereof.
         If upon the  recommendation  of Purchaser's  Qualified  Consulting Firm
         such  Additional  Assessment is  performed,  Purchaser and Seller shall
         share equally all costs and expenses of such Additional Assessment,  to
         be performed by Qualified  Consulting Firms (as hereafter  defined) and
         other  contractors and consultants  selected and approved by Purchaser,
         provided  that  Seller's  obligation  for the  cost  of the  Additional
         Assessment shall not exceed $12,500.00. Prior to the performance of the
         Additional  Assessment,  Purchaser shall cause its Qualified Consulting
         Firm to provide to Seller:  (i) a Scope of Work for Seller's review and
         approval,  such  approval  not to be  unreasonably  withheld  and to be
         provided or denied within three  business  days of Seller's  receipt of
         the Scope of Work; and (ii) a certificate  of insurance  evidencing the
         following  insurance coverages in favor of Seller, each with a combined
         single limit of $1,000,000;  comprehensive general liability insurance,
         comprehensive  automobile liability insurance,  and professional errors
         and omissions liability insurance.

                (c)  Purchaser's  Undertaking.  Purchaser  hereby  covenants and
         agrees that it shall cause all studies,  investigations and inspections
         (including,  but not  limited  to, the  Assessment),  performed  at the
         Project  pursuant to this  Paragraph 6 to be performed in a manner that
         does not unreasonably disturb or disrupt the business operations of the
         Seller.  In the event that, as a result of Purchaser's  exercise of its
         rights  under  Subparagraphs  6(a) and 6(b),  any damage  occurs to the
         Project,   then  Purchaser   shall  promptly   repair  such  damage  at
         Purchaser's  sole  cost  and  expense.  Purchaser  hereby  indemnifies,
         protects,  defends and holds Seller  harmless  from and against any and
         all losses,  damages,  claims, causes of action,  judgments,  costs and
         expenses that Seller  actually  suffers or incurs as a direct result of
         (i) a breach of  Purchaser's  agreements set forth herein in connection
         with its  inspection  of the  Project  or (ii)  physical  damage to the
         Project or bodily  injury  caused by any  negligent act of Purchaser or
         its agents,  employees or contractors  in connection  with the right of
         inspection granted under this Paragraph 6.

                (d) Confidentiality. Purchaser, First Industrial (as hereinafter
         defined) and each  Affiliate  (as  hereinafter  defined)  each agree to
         maintain in confidence  the fact that the Project is being sold and the
         information   contained  in  this   Agreement  or   pertaining  to  the
         transaction  contemplated  hereby and intend that no claim of privilege
         or protection  from disclosure be waived by reason of the disclosure or
         transfer of information among the parties pursuant to the terms of this
         Agreement;   provided,   however,  that  each  party,  its  agents  and
         representatives  may  disclose  such  information  and data (i) to such
         party's accountants, attorneys, existing or prospective

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                                        5

<PAGE>



          lenders, investment bankers, underwriters,  rating agencies, partners,
          consultants  and other  advisors in connection  with the  transactions
          contemplated by this Agreement  (collectively,  "Representatives")  to
          the extent that such  Representatives  reasonably need to know (in the
          disclosing party's reasonable discretion) such information and data in
          order to assist,  and perform  services  on behalf of, the  disclosing
          party;  (ii) to the extent  required by any applicable  statute,  law,
          regulation or Governmental  Authority (including,  but not limited to,
          Form 8-K and other  reports and filings  required by the SEC and other
          regulatory entities,  including the Internal Revenue Service, attached
          hereto);  (iii) in  connection  with  any  litigation  that may  arise
          between the parties in connection with the  transactions  contemplated
          by this  Agreement;  (iv) to the extent such disclosure is required or
          appropriate  in  connection  with  any  securities  offering  or other
          capital markets or financing transaction undertaken by Purchaser;  (v)
          to the extent such information and data become generally  available to
          the public other than as a result of  disclosure  by such party or its
          agents or  Representatives;  (vi) to the extent such  information  and
          data become  available to such party or its agents or  Representatives
          from a third  party  who,  insofar as is known to such  party,  is not
          subject to a confidentiality  obligation to the other party hereunder;
          (vii) to the extent  necessary  in order to comply  with each  party's
          respective covenants, agreements and obligations under this Agreement;
          and (viii) to the extent  necessary  to  effectuate  a transfer of the
          Project  in  a  1031  exchange,  including  but  not  limited  to  the
          disclosure of  Purchaser's  due diligence  findings to potential  1031
          exchange swap  partners and their  officers,  accountants  and agents.
          Each party shall take all necessary and appropriate measures to ensure
          that any person who is granted access to any confidential  information
          pursuant to the terms of this  Subparagraph  6(d) is familiar with the
          terms hereof and complies with such terms as they relate to the duties
          of such person.  In the event the  transactions  contemplated  by this
          Agreement  shall not be  consummated,  such  confidentiality  shall be
          maintained  indefinitely  and both parties shall  promptly  return all
          documents or other confidential written information, together with all
          copies  thereof,  to the party that  generated such  information.  The
          obligations of the parties under this  Subparagraph 6(d) shall survive
          Closing or any sooner  termination  of this Agreement and shall not be
          merged into any conveyance documents delivered at Closing.

                (e) Scope of  Representations  and  Warranties.  The  Project is
         being  acquired by Purchaser  pursuant to this  Agreement  and shall be
         transferred and conveyed on an "AS-IS" and "WHERE-IS"  basis,  and WITH
         ALL FAULTS,  except as otherwise  expressly set forth in this Agreement
         or in any document delivered by Seller at Closing.  Except as expressly
         set forth in this  Agreement or in any document  delivered by Seller at
         Closing,  Seller has not made any  representation or warranty as to the
         present  or  future  physical  condition,  value,  presence/absence  of
         hazardous or toxic materials,  financing status,  leasing,  operations,
         use, tax status,  income and expense or any other matter  pertaining to
         the Project.


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                                        6

<PAGE>



         7.     TITLE AND SURVEY MATTERS.

                (a) Conveyance of Title. At Closing, Seller agrees to deliver or
         to cause Owner to deliver to Purchaser a trustee's deed  containing the
         covenant  required by  subdivision 5 of Section 13 of the Lien Law (the
         "Deed"),  in recordable form,  sufficient to convey good and marketable
         fee simple  absolute title to the Project to Purchaser,  free and clear
         of  all  liens,  claims  and  encumbrances  except  for  the  Permitted
         Exceptions   (as   hereinafter   defined).   The   foregoing   sentence
         notwithstanding,  Seller,  at  its  option,  may  elect  to  assign  to
         Purchaser  (in  lieu  of  canceling  and   terminating   same)  certain
         leaseholds  affecting the Project,  provided that in each such instance
         Purchaser  shall  have  no  continuing  obligations  of any  nature  or
         description  under any of said leases and provided  further that Seller
         shall execute and deliver to Purchaser an indemnity  with regard to any
         and all transfer taxes which may be applicable to said assignments.  In
         such  case  only  the  documents   evidencing  such  leaseholds   shall
         constitute Permitted Exceptions.

                (b) Title  Commitment.  Purchaser has received a commitment (the
         "Title  Commitment"),  dated  June 20,  1997,  issued  by  North  Shore
         Abstract Ltd., as agent for Chicago Title Insurance Company (the "Title
         Company"),  for an owner's title insurance policy (the "Title Policy"),
         ALTA Owner's Policy Form  10-17-92,  in the full amount of the Purchase
         Price.  Seller  shall  take all  reasonably  necessary  actions  within
         Seller's  reasonable  control  (subject to subparagraph  7(e) below) to
         cause the Title Company to issue the Title Policy,  subject only to the
         Permitted  Exceptions (as such term is defined herein).  As a condition
         precedent to Purchaser's  obligation to close the transaction described
         in this  Agreement,  the  commitment  shall be later-dated to cover the
         Closing,  and the Title  Company  shall  deliver the Title Policy (or a
         "marked-up"  commitment  therefor) to Purchaser  concurrently  with the
         Closing.  Should the Title Commitment,  as the same may be later-dated,
         indicate  the  presence  of  any  matters   other  than  the  Permitted
         Exceptions  that render  unmarketable  or uninsurable the title to such
         Project,  such  matters  shall be  considered  "Defects,"  and the cure
         provisions  set  forth in  Subparagraph  (e)  below  shall  apply.  For
         purposes  hereof,  the term "Permitted  Exceptions"  shall mean (i) all
         liens,  claims,  encumbrances,   restrictions,  covenants,  conditions,
         matters or exceptions to title that are set forth on Schedule E hereof,
         and which are not marked "omit" on said Schedule E, (ii) all matters of
         title disclosed on that certain survey dated April 29, 1992 prepared by
         Bohn & Bonacci,  P.C.  as job  number  920248,  and (iii) that  certain
         restrictive  covenant which shall be incorporated in the Deed and which
         shall prohibit the use of the Building as a refrigerated or frozen food
         facility by operators  primarily engaged in the wholesale  warehousing,
         storing  and/or  distributing  of  refrigerated  or frozen  foods for a
         period  of ten (10)  years  commencing  upon the  expiration  or sooner
         termination of the term of the New Lease including the five year option
         period,  if Tenant's option is duly  exercised.  The covenant shall not
         restrict or prohibit any use of the  Building by an operator  primarily
         engaged in retail  sales and sales to the  general  public;  use of the
         Building as a  supermarket  or wholesale  club shall be deemed a retail
         use, including without  limitation,  any such use by Waldbaum's,  Grand
         Union, A&P, B.J.'s, and Price Club. Additionally, any operator using no
         more than five (5%)

250140-8                                                                 2/23/98
                                        7

<PAGE>



         percent of the rentable square footage of the Building for refrigerated
         or frozen  food  storage  (excluding  glass,  retail  refrigeration  or
         freezer cases,  which shall be permitted without  limitation) shall not
         be deemed in violation of this covenant.

                (c) Survey.  Purchaser shall order, at its expense, an as-built,
         spotted  survey of the Project (the  "Survey"),  prepared by a surveyor
         duly  registered  in the  State  of New  York,  and  certified  by said
         surveyor as having been prepared in accordance  with the minimum detail
         and  classification  requirements  of the land survey  standards of the
         American  Land Title  Association,  and  containing  the  certification
         attached hereto as Exhibit G. The Survey shall be dated as of a date on
         or after the Contract Date, and certified to Purchaser,  Seller,  Owner
         and its  assigns,  Purchaser's  designated  lender(s),  if any, and the
         Title Company.  Should the Survey  indicate the presence of any matters
         that render  unmarketable  or uninsurable  title to such Project,  such
         matters  shall be considered  "Defects,"  and the cure  provisions  set
         forth in Subparagraph (e) below shall apply.

                (d) UCC  Searches.  Purchaser  may cause the  Title  Company  to
         deliver to Purchaser and Seller after the Contract Date, and may update
         prior to the Closing Date,  current searches of all Uniform  Commercial
         Code financing  statements filed with the Secretary of the State of New
         York, and/or the appropriate  county official,  against Owner;  Seller;
         any tenant of the  Project;  the Project  itself;  Seller's  affiliates
         involved in the operation of the Project; and the management agents for
         the Project.  If such  searches  reveal  claims or liens against any of
         such  parties  encumbering  all or any  portion  of the  Project,  such
         matters  shall be considered  "Defects,"  and the cure  provisions  set
         forth in Subparagraph (e) below shall apply.

                (e) Defects and Cure. The items described in Subparagraphs 7 (a)
         - (d) are collectively  referred to as "Title  Evidence".  If the Title
         Evidence  discloses  Defects,   said  Defects  shall,  as  a  Condition
         Precedent  to  Closing,  be cured and  removed by Seller from the Title
         Evidence prior to Closing,  in accordance with this Subparagraph  7(e).
         Seller's obligations to cure Defects shall be set forth below:

                Mandatory Cure Items. Seller shall be unconditionally  obligated
         to take all steps;  spend all necessary funds;  institute and prosecute
         any  action or  proceeding;  and  otherwise  take any and all steps and
         measures to cure or remove all Defects  which are either  marked "omit"
         on  Schedule  E  annexed  hereto  or which  first  arise  or are  first
         disclosed by the Title Company or otherwise to Seller after the date of
         the Title  Commitment (the "Mandatory Cure Items"),  provided that with
         respect to Defects  arising or first disclosed after the effective date
         of the Title  Commitment  (i) as to those Defects which may be cured by
         the payment of a liquidated sum, Seller shall not be required to expend
         more than  $125,000 in the  aggregate to cure such liens,  judgments or
         encumbrances  [except  with  regard to Defects  arising due to Seller's
         willful or intentional acts as to which no such limit shall apply], and
         (ii) with regard to those Defects not subject to cure by the payment of
         a liquidated sum up to $125,000 and which arise solely as the result of
         the acts or omissions of persons other

250140-8                                                                 2/23/98
                                        8

<PAGE>



         than  Seller,  Seller may adjourn the Closing for up to sixty (60) days
         during  which  period  Seller  shall  use all  commercially  reasonable
         efforts to cure same.  Subject to the  foregoing,  such  Mandatory Cure
         Items shall be cured or removed (by  endorsement  or  otherwise in form
         and  substance  reasonably  acceptable to Purchaser) by Seller from the
         Title Evidence  prior to Closing.  If Seller fails to so cure or remove
         all Mandatory Cure Items,  then Purchaser may either (A) terminate this
         Agreement by notice to Seller, with a copy to Escrowee,  in which event
         the Earnest Money, together with all interest earned thereon,  shall be
         returned to  Purchaser,  and Seller shall  reimburse  Purchaser for the
         cost of the Title  Evidence  and all other out of pocket due  diligence
         costs up to $50,000 (which  reimbursement  obligation shall survive the
         termination or cancellation of this Agreement), and neither party shall
         have any further liability to the other hereunder,  except as otherwise
         provided  herein;  or (B) elect to  proceed  to close with title to the
         Project as it then is, with the right to deduct from the Purchase Price
         a sum  equal  to the  total  amount  necessary  to cure or  remove  (by
         endorsement  or otherwise)  the Mandatory Cure Items which may be cured
         by the payment of a liquidated  sum [not to exceed an aggregate  amount
         of $125,000 for Defects  arising or first disclosed after the effective
         date of the Title  Commitment,  and not arising due to Seller's willful
         or intentional acts],  provided that if such items are cured or removed
         by endorsements,  such endorsements must be reasonably  satisfactory to
         Purchaser.

         8.     SELLER'S REPRESENTATIONS AND WARRANTIES.

         Seller  represents and warrants to Purchaser that the following matters
are true in all  material  respects  as of the  Contract  Date and it shall be a
condition to Purchaser's  obligation to close that the same shall be true in all
material respects as of the Closing Date:

                (a)  Descriptive   Information.   To  Seller's  knowledge,   the
         descriptive information concerning the Project set forth in Paragraph 1
         hereof is complete, accurate, true and correct.

                (b) Title. Owner owns (to Seller's  knowledge),  and pursuant to
         the  Contract  and the Leases  described in Schedule E, Seller holds an
         absolute  and  unconditional  right to acquire  and  convey,  legal and
         beneficial  title to the  Project,  free and  clear  of all  liens  and
         encumbrances other than the Permitted Exceptions.

                (c) Seller's Deliveries.  To Seller's knowledge, all of Seller's
         Deliveries  listed on  Exhibit D attached  hereto  and all other  items
         delivered  by Seller  pursuant to this  Agreement,  including,  but not
         limited to, those  required  pursuant to Paragraphs 5 and 6 above,  are
         true,  accurate,  correct  and  complete  in all  respects,  and fairly
         present the  information  set forth in a manner that is not misleading.
         The copies of all documents and other agreements  delivered,  furnished
         or made  available  by Seller to Purchaser  pursuant to this  Agreement
         constitute all of the Leases and other material  agreements relating to
         or affecting  the Project,  there being no "side" or other  agreements,
         written or oral,  in force or effect,  to which Seller is a party or to
         which the  Project is  subject,  which will be binding  upon  Purchaser
         after the Closing.

250140-8                                                                 2/23/98
                                        9

<PAGE>



                (d) Defaults. To Seller's knowledge, neither Owner nor Seller is
         in default under any of the documents, recorded or unrecorded, referred
         to in the Title Evidence,  or under any of the Major Repair  Contracts,
         Contracts  or  Governmental  Approvals  (as such  terms are  defined in
         Exhibit D attached hereto).

                (e)  Contracts.  There  are no  material  contracts  of any kind
         relating to the management,  leasing, operation,  maintenance or repair
         of the  Project,  except  (i) those  "Contracts"  listed  on  Exhibit H
         attached  hereto,  all of which will be terminated by Seller,  prior to
         the termination of the New Lease (as hereinafter defined) and (ii) such
         other  Contracts  as  may,  by the  express  terms  thereof,  upon  the
         expiration  or  termination  of the New Lease,  be  terminated  without
         penalty or other payment by Seller (or its assignee or successor)  upon
         no more than thirty (30) days' prior notice.

                (f)      Intentionally Deleted.

                (g)  Utilities.  To  Seller's  knowledge,  no fact or  condition
         exists that would or could result in the  termination  or impairment of
         the  furnishing  of  service  to the  Project  of  water,  sewer,  gas,
         electric,  telephone,  drainage or other such utility services.  Seller
         has received no notice to the effect that the  equipment of the utility
         companies  servicing  the  Project is in  violation  of any  applicable
         governmental laws, ordinances, rules and regulations.

                (h) Improvements.  To Seller's knowledge,  the Improvements were
         approved by all Governmental Authorities having jurisdiction thereover,
         and Seller has received no notice of any violation of any  governmental
         laws, ordinances, rules or regulations.

                (i) Employees. To Seller's knowledge,  Owner has no employees at
         the Project and Purchaser shall have no obligation either subsequent to
         the Closing or subsequent to the  termination of the New Lease to hire,
         retain or pay wages to any of Owner's or Seller's employees.

                (j) Compliance with Laws and Codes. To Seller's  knowledge,  the
         Project,  and the use and operation thereof, is not in violation of any
         material, applicable municipal and other governmental laws, ordinances,
         regulations,   codes  (including  Environmental  Laws  (as  hereinafter
         defined)),    licenses,    permits   and   authorizations    (including
         Environmental   Permits  (as  hereinafter   defined)  and  specifically
         including,  but not  limited  to,  life  safety  codes),  and there are
         presently  and  validly in effect all  material  licenses,  permits and
         other authorizations  (including  Environmental  Permits) necessary for
         the use,  occupancy  and  operation  of the Project as it is  presently
         being operated.  If any written notices of any alleged violations at or
         about the  Project  have been or are  issued  prior to the  Closing  (a
         "Violation"),  Seller shall cure (or escrow sufficient funds at Closing
         with the Title  Company to cure) such  Violations;  provided,  however,
         that the  maximum,  aggregate  amount that Seller  shall be required to
         spend to cure any  Violations  shall not exceed  $50,000.  If, prior to
         Closing, Seller fails to so cure all Violations,  or if Seller fails to
         cause all  Violations  to be insured over by the Title Company (in form
         and substance reasonably satisfactory to Purchaser),

250140-8                                                                 2/23/98
                                       10

<PAGE>



         then Purchaser may (i) terminate this Agreement by notice to Seller, in
         which  event the  Earnest  Money,  together  with all  interest  earned
         thereon,  shall be returned to  Purchaser,  and Seller shall  reimburse
         Purchaser  for the cost of the Title  Evidence,  not to exceed  $10,000
         (which  reimbursement  obligation  shall  survive  the  termination  or
         cancellation  of this  Agreement),  and  neither  party  shall have any
         further liability to the other hereunder,  except as otherwise provided
         herein;  or (ii) proceed to close by deducting  from the cash otherwise
         due at Closing  and/or  depositing in escrow with the Title Company the
         amount necessary (up to $50,000, on a maximum, aggregate basis) to cure
         or procure title insurance over each Violation (if such Violation is of
         a  liquidated  nature and an  ascertainable  monetary  amount or can be
         endorsed  over by the Title Company by the payment or deposit in escrow
         of an  ascertainable  amount)  and/or cause the Title Company to insure
         and/or  endorse over such  Violation,  provided  that the terms of such
         insurance and/or endorsements are reasonably satisfactory to Purchaser.

                (k)  Litigation.  Except as indicated on Exhibit I, there are no
         pending, or, to Seller's knowledge,  threatened, judicial, municipal or
         administrative proceedings affecting the Project in which either Seller
         or,  to  Seller's  knowledge,  Owner is or will be a party by reason of
         Owner's  ownership or Seller's  operation of the Project or any portion
         thereof,  including,  without limitation,  proceedings for or involving
         condemnation, eminent domain, alleged building code or environmental or
         zoning violations. No attachments,  execution proceedings,  assignments
         for the benefit of creditors, insolvency, bankruptcy, reorganization or
         other proceedings are pending,  or, to Seller's knowledge,  threatened,
         against Seller or Owner, nor are any of such  proceedings  contemplated
         by Seller.  In the event any  proceeding of the character  described in
         this  Subparagraph  8(k) is initiated or  threatened  prior to Closing,
         Seller shall promptly advise Purchaser thereof in writing.

                (l)      Intentionally deleted.

                (m)      Intentionally deleted.

                (n)  Re-Zoning.  Seller  has  no  knowledge  of any  pending  or
         threatened  proceeding  for the  rezoning of the Project or any portion
         thereof, or the taking of any other action by governmental  authorities
         that would have an adverse or material  impact on the current  value of
         the Project.


250140-8                                                                 2/23/98
                                       11

<PAGE>



                (o)      Intentionally deleted.

                (p)  Authority.  The execution and delivery of this Agreement by
         Seller, and the performance of this Agreement by Seller, have been duly
         authorized  by  Seller,  and this  Agreement  is  binding on Seller and
         enforceable  against Seller in accordance with its terms. No consent of
         any  creditor,  investor,  tenant,  landlord,  the Owner,  judicial  or
         administrative body, Governmental Authority, or other governmental body
         or agency,  or other party to such execution,  delivery and performance
         by Seller is required.  Neither the execution of this Agreement nor the
         consummation of the transactions contemplated hereby will (i) result in
         a breach of, default under, or acceleration  of, any agreement to which
         Seller  is a party or by which  Seller  or to  Seller's  knowledge  the
         Project  are bound;  or (ii)  violate  any  restriction,  court  order,
         agreement or other legal  obligation to which Seller and/or to Seller's
         knowledge the Project is subject.

                (q) Real Estate Taxes. The most recent real estate "Tax Bill(s)"
         for (and the only real estate tax bills  applicable to) the Project are
         attached  hereto as (or described in) Exhibit J. Except as set forth on
         Exhibit J attached  hereto,  Seller has not received notice of nor does
         it  have  any  knowledge  of any  proposed  increase  in  the  assessed
         valuation  of the  Project.  Except as  described on Exhibit J attached
         hereto,  there is not now pending,  any proceeding or application for a
         reduction in the real estate tax assessment of the Project or any other
         relief  for any tax year.  There  are no  outstanding  agreements  with
         attorneys  or  consultants  with  respect to the Tax Bills that will be
         binding on Purchaser or the Project after the expiration or termination
         of the New Lease.

                (r)  Easements  and Other  Agreements.  To  Seller's  knowledge,
         neither Owner nor Seller is in default in complying  with the terms and
         provisions  of  any  of  the   covenants,   conditions,   restrictions,
         rights-of-way  or easements  constituting  one or more of the Permitted
         Exceptions.

                (s) Existing Leases;  Agreements to Acquire or Terminate;  Lease
         Controversies.  Set  forth on  Exhibit K is a  description  of each and
         every lease,  ground lease,  sublease or occupancy  agreement affecting
         the Project (the "Leases").  Seller has entered into binding agreements
         with each of the tenants under said Leases pursuant to which Seller has
         either  acquired  such  tenant's  interest in the Lease or obtained the
         unconditional  right or option to effect a termination of such Lease at
         or  prior  to  Closing.  No  controversy,   complaint,  negotiation  or
         renegotiation, proceeding, suit or litigation relating to any Lease, is
         pending or, to Seller's knowledge,  threatened, whether in any tribunal
         or informally. Seller is and shall remain responsible after the Closing
         Date for defending (or continuing)  any such suit,  proceeding or other
         matter  relating to periods prior to the Closing Date, and all damages,
         loss, expenses and costs related thereto.

                (t)      Intentionally deleted.

                (u) United  States  Person.  Seller and to  Seller's  knowledge,
         Owner is a  "United  States  Person"  within  the  meaning  of  Section
         1445(f)(3) of the Internal Revenue Code of 1986, as

250140-8                                                                 2/23/98
                                       12

<PAGE>



         amended, and shall execute and deliver to Purchaser an "Entity
         Transferor" certification at Closing.

                (v)      Intentionally deleted.

                (w)      Intentionally deleted.

                (x)      Intentionally deleted.

                (y)      Intentionally deleted.

                (z) Disclosure.  No representation or warranty made by Seller in
         this  Agreement  contains any untrue  statement of a material  fact, or
         omits  to  state a  material  fact  necessary  in  order  to  make  the
         statements  contained  therein not  misleading or necessary in order to
         provide  a   prospective   purchaser  of  the  Project  with   adequate
         information   as  to  the  Project  and  its   management,   operation,
         maintenance and repair.

The  representations  and  warranties  made in this Agreement by Seller shall be
continuing,  and shall be deemed remade by Seller as of the date of Closing with
the same force and effect as if in fact  specifically  remade at that time.  All
representations  and warranties made in this Agreement shall survive the Closing
for a  period  of one (1) year and  shall  not  merge  into  any  instrument  of
conveyance  delivered  at the Closing  except that the  representations  made in
subparagraph  8(b) shall not  survive  the  Closing  Date.  Except as  otherwise
provided herein, the effect of the  representations  and warranties made in this
Agreement shall not be diminished, abrogated or deemed to be waived by the Basic
Project  Inspection,  Assessment(s),  or any other inspections or investigations
made by Purchaser.  If any written reports  delivered to Purchaser by Seller, or
if the  professional  written reports and studies prepared for Purchaser as part
of the Basic Project  Inspection of establish the untruth of any  representation
or warranty made by Seller  hereunder  prior to the Closing Date;  and Purchaser
nevertheless  elects to close  under this  Agreement,  then  Purchaser  shall be
deemed  to have  waived  the  breach  in  question  and  shall  not  assert  any
post-closing claim against Seller with respect to that breach. Such waiver shall
not limit  Purchaser's  right to refuse to close based on  Seller's  breach of a
representation and warranty under circumstances other than as set forth above.

         8A.    REPRESENTATIONS OF PURCHASER.

         The  execution  and delivery of this  Agreement  by  Purchaser  and the
performance  of this  Agreement  by  Purchaser,  have  been duly  authorized  by
Purchaser,  and this Agreement is binding on Purchaser and  enforceable  against
Purchaser in accordance  with its terms.  No consent of any creditor,  investor,
judicial or administrative body,  Governmental  Authority, or other governmental
body or agency,  or other party to such  execution,  delivery and performance by
Purchaser  is  required.  Neither  the  execution  of  this  Agreement  nor  the
consummation of the transactions contemplated hereby will (i) result in a breach
of, default under,  or  acceleration  of, any agreement to which  Purchaser is a
party  or  otherwise  bound;  or (ii)  violate  any  restriction,  court  order,
agreement or other legal obligation to which Purchaser is subject.


250140-8                                                                 2/23/98
                                       13

<PAGE>



         9.     COVENANTS OF SELLER.

         Effective  as  of  the  execution  of  this  Agreement,  Seller  hereby
covenants with Purchaser as follows:

                (a) New Leases. Seller shall not amend any Lease in any material
         respect  nor,  except in  accordance  with the terms of the New  Lease,
         execute  any new  lease,  license,  or other  agreement  affecting  the
         ownership  or  occupancy  of the  Project,  without  Purchaser's  prior
         written approval.

                (b) New Contracts.  Seller shall not enter into any new contract
         with respect to the  ownership and operation of the Project which would
         be binding upon  Purchaser or which will not be  terminable  on 30 days
         notice after the expiration or  termination  of the New Lease,  without
         Purchaser's prior written consent.

                (c)      Intentionally deleted.

                (d)  Operation of Project.  Seller shall  operate and manage the
         Project  in the  manner  in  which it is  being  operated,  maintaining
         present services, and shall maintain the Project in its same repair and
         working order; and shall perform, when due, all of Seller's obligations
         under  the  Leases,   Contracts,   Governmental   Approvals  and  other
         agreements  relating to the Project and  otherwise in  accordance  with
         applicable  laws,  ordinances,  rules  and  regulations  affecting  the
         Project. Except as otherwise specifically provided herein, Seller shall
         deliver the Project at Closing in  substantially  the same condition as
         it is on the Contract Date, reasonable wear and tear excepted.

                (e)  Pre-Closing  Expenses.  All bills and  invoices  for labor,
         goods,  material and  services of any kind  relating to the Project and
         utility charges,  relating to the period prior to Closing and the costs
         and   expenses   associated   with  any   alterations,   installations,
         decorations  and other work required to be performed  under any and all
         agreements  affecting the Project have been or will, by the Closing, be
         completed and paid for in full or insured over by the Title Company.

                (f) Good Faith.  All action required  pursuant to this Agreement
         that is necessary to effectuate  the  transaction  contemplated  herein
         will be taken  promptly  and in good faith by Seller,  and Seller shall
         furnish  Purchaser  with  such  documents  or  further   assurances  as
         Purchaser may reasonably require.

                (g) No  Assignment.  Except as  permitted  in Section 18 hereof,
         after the Contract Date and prior to Closing,  Seller shall not assign,
         alienate,  lien,  encumber or otherwise transfer all or any part of the
         Project or any interest therein.

                (h)      Intentionally deleted.

                (i) Change in Conditions. Seller shall promptly notify Purchaser
         of  the  occurrence  of  any  event  or  circumstance  that  makes  any
         representation  or warranty of Seller to Purchaser under this Agreement
         untrue or misleading in any material

250140-8                                                                 2/23/98
                                       14

<PAGE>



         respect,  or any covenant of Seller under this  Agreement  incapable or
         less likely of being performed.

                (j)      Intentionally deleted.

         9A.    COVENANTS OF PURCHASER.

                         Good  Faith.  All  action  required  pursuant  to  this
         Agreement that is necessary to effectuate the transaction  contemplated
         herein  will be taken  promptly  and in good  faith by  Purchaser,  and
         Purchaser   shall  furnish   Seller  with  such  documents  or  further
         assurances as Seller may reasonably require.

         10.    ENVIRONMENTAL WARRANTIES AND AGREEMENTS.

                (a)      Definitions.

                         Unless the context otherwise requires:

                         (1) "Environmental  Law" or "Environmental  Laws" shall
                mean: all applicable past, present or future federal,  state and
                local  statutes,  regulations,  directives,  ordinances,  rules,
                court orders,  decrees,  arbitration  awards and the common law,
                which pertain to  environmental  matters,  contamination  of any
                type whatsoever or health and safety matters,  as such have been
                amended,  modified or supplemented  from time to time (including
                all present and future amendments thereto and  re-authorizations
                thereof).  Environmental Laws include, without limitation, those
                relating to: (i) the manufacture,  processing,  use,  treatment,
                storage, disposal,  generation of Hazardous Materials; (ii) air,
                soil,  surface,   subsurface,   groundwater   pollution;   (iii)
                Releases;  (iv)  protection  of  wildlife,  endangered  species,
                wetlands or natural resources;  (v) Tanks; and (vi) notification
                requirements  relating to the  foregoing.  Without  limiting the
                above,  Environmental  Law also includes the following:  (i) the
                Comprehensive Environmental Response, Compensation and Liability
                Act (42 U.S.C. ss.ss. 9601 et seq.), as amended ("CERCLA"); (ii)
                the  Solid  Waste  Disposal  Act,  as  amended  by the  Resource
                Conservation and Recovery Act (42 U.S.C.  ss.ss.  6901 et seq.),
                as amended ("RCRA");  (iii) the Emergency Planning and Community
                Right to Know Act of 1986 (42 U.S.C.  ss.ss.  11001 et seq.), as
                amended; (iv) the Clean Air Act (42 U.S.C. ss.ss. 7401 et seq.),
                as amended; (v) the Clean Water Act (33 U.S.C. ss.1251 et seq.),
                as amended; (vi) the Toxic Substances Control Act (15 U.S.C. ss.
                2601 et  seq.),  as  amended;  (vii)  the  Federal  Insecticide,
                Fungicide and  Rodenticide  Act (7 U.S.C.  ss. 136 et seq.),  as
                amended;  (viii) the Federal Safe Drinking  Water Act (42 U.S.C.
                ss. 300f et seq.), as amended; (ix) the Federal Radon and Indoor
                Air Quality Research Act (42 U.S.C. ss. 7401 note, et seq.); (x)
                any  state,  county,   municipal  or  local  statutes,  laws  or
                ordinances  similar or analogous to (including  counterparts of)
                any  of  the  statutes   listed  above;   and  (xi)  any  rules,
                regulations,  directives, orders or the like adopted pursuant to
                or implementing any of the above.

                         (2) "Environmental  Permit" or "Environmental  Permits"
                shall mean licenses, certificates, permits, directives,

250140-8                                                                 2/23/98
                                       15

<PAGE>



                requirements,  registrations,  government approvals, agreements,
                authorizations,  and consents  which are  required  under or are
                issued  pursuant  to  an  Environmental  Law  or  are  otherwise
                required by Governmental Authorities.

                         (3)    "Governmental    Authority"   or   "Governmental
                Authorities"  shall mean any agency,  commission,  department or
                body of any municipal, township, county, local, state or Federal
                governmental or  quasi-governmental  regulatory unit,  entity or
                authority  having  jurisdiction  or  authority  over  all or any
                portion of the  Project  or the  management,  operation,  use or
                improvement thereof.

                         (4) "Hazardous  Conditions"  refers to the existence or
                presence  of any  Hazardous  Materials  on, in,  under,  at, the
                Project or any portion thereof (including groundwater).

                         (5) "Hazardous Material" or "Hazardous Materials" shall
                mean any chemical, pollutant, contaminant,  pesticide, petroleum
                or    petroleum    product    or    by    product,     asbestos,
                asbestos-containing    material,    polychlorinated    biphenyls
                ("PCBs"),  solvents and waste oil, radioactive substance,  solid
                waste (hazardous or extremely hazardous),  special, dangerous or
                toxic waste, substance,  chemical or material regulated, listed,
                limited or prohibited under any Environmental Law.

                         (6)  "Release"  means  any  spill,   discharge,   leak,
                migration, emission, escape, injection, dumping or other release
                or  threatened  release  of  any  Hazardous  Material  into  the
                environment,  whether or not  notification  or  reporting to any
                Governmental  Authority  was or is required.  Release  includes,
                without  limitation,  historical  releases  and the  meaning  of
                Release as defined under CERCLA.

                         (7)   "Qualified   Consulting   Firm"   shall   mean  a
                first-class  nationally or regionally  recognized  environmental
                engineering   and/or   consulting   firm  (the  parties   hereby
                specifically  recognize ERM, O'Brien & Gere, Warzyn Engineering,
                Ground Water Technologies, Inc., ICF Kaiser
                and Dames and Moore as such firms).

                         (8) "Remedial Action" shall mean any and all corrective
                or remedial action,  preventative measures,  response,  removal,
                transport,   disposal,   clean-up,   abatement,   treatment  and
                monitoring  of  Hazardous  Materials  or  Hazardous  Conditions,
                required to be performed under  Environmental  Law, and includes
                all studies, assessments, reports or investigations performed in
                connection  therewith to determine if such actions are necessary
                or appropriate (including  investigations performed to determine
                the progress or status of any such actions), all occurring on or
                after the Opening of Escrow.

                         (9) "Tank" or "Tanks" mean above-ground and underground
                storage tanks, vessels and related equipment, including, but not
                limited to, appurtenant pipes, lines and fixtures, containing or
                previously   containing  any  Hazardous   Material  or  fraction
                thereof.


250140-8                                                                 2/23/98
                                       16

<PAGE>



                         (10) "Remedial  Costs" shall include all  out-of-pocket
                costs,  liabilities,  expenses and fees incurred on or after the
                date of this  Agreement  in  connection  with  Remedial  Action,
                including  but not  limited  to:  (i) the fees of  environmental
                consultants and  contractors;  (ii) reasonable  attorneys' fees;
                (iii) the costs associated with the preparation of reports,  and
                laboratory  analysis (including charges for expedited results if
                reasonably  necessary);  (iv) regulatory,  permitting and review
                fees;  (v)  costs  of soil  and/or  water  treatment  (including
                groundwater  monitoring) and/or transport and disposal; and (iv)
                the cost of supplies,  equipment, material and utilities used in
                connection with Remedial Action.

                (b)      Representations and Warranties.

                                 (1) Seller has made  available or delivered (or
                will make available or deliver in accordance  with Section 6) to
                Purchaser  originals (or true,  complete and accurate copies) of
                all of the documents in Seller's possession,  custody or control
                which include and/or relate to:

                                    (x) All  approvals,  plans,  specifications,
                           test borings, percolation tests, engineering studies,
                           surveys or other  environmental  data  concerning the
                           Project;

                                    (y)  All  permits  (including  Environmental
                           Permits), approvals,  registration, Tank registration
                           and/or    closure    documentation,     certificates,
                           applications,   notices,  orders,  directives,  legal
                           pleadings,  correspondence, or other documents of any
                           nature which Owner or Seller,  any tenant of Owner or
                           Seller,     any    of     Owner's     or     Seller's
                           predecessors-in-title,  or any  tenant of  Owner's or
                           Seller's  predecessors- in-title have submitted to or
                           received from any  Governmental  Authority  regarding
                           the Project and its use, compliance or non-compliance
                           with Environmental Laws; and

                                    (z) The results of any  investigation of the
                           Project  including,  but not limited  to,  Phase I or
                           Phase II site assessments, asbestos inspection and/or
                           removal reports,  tests or  investigations of soil or
                           other substrate, air, groundwater,  surface water, or
                           the   building   interior,   and   any   testing   or
                           investigation results relating to the removal from or
                           abandonment at the Project of any Tanks.

                                 (2) Except as  disclosed  on Exhibit N attached
                hereto, Seller has received no notice that either the Project or
                the   operations   of   Seller  at  the   Project,   or  of  any
                predecessor(including underlying groundwater), were, are or will
                be in  violation  of any  Environmental  Laws and  Environmental
                Permits.

                                 (3) Except as  disclosed  on Exhibit N attached
                hereto,  to  Seller's  knowledge,  there  have  been no past and
                Seller has not received any written notice of any pending or, to

250140-8                                                                 2/23/98
                                       17

<PAGE>



                Seller's knowledge, threatened: (i) claims, complaints, notices,
                correspondence  or requests for  information  received by Seller
                with  respect  to any  violation  or  alleged  violation  of any
                Environmental Law or Environmental Permit or with respect to any
                corrective  or remedial  action for or cleanup of the Project or
                any portion thereof,  and (ii) written  correspondence,  claims,
                complaints,  notices,  or requests  for  information  from or to
                Seller regarding any actual,  potential or alleged  liability or
                obligation  under  or  violation  of  any  Environmental  Law or
                Environmental  Permit with respect to the Project or any portion
                thereof.

                                 (4) Except as  disclosed  in Exhibit N attached
                hereto,  Seller  has not  received,  and  does  not  have in its
                possession or control,  any written notice alleging any Releases
                of Hazardous  Materials on, in, under,  or at the Project or any
                portion thereof.

                                 (5) To Seller's knowledge, except as listed and
                described  in Exhibit M attached  hereto,  there are no Tanks in
                use or abandoned at, on or under the Project.  Any and all Tanks
                which have heretofore been removed from or closed at the Project
                by Seller,  or to Seller's  knowledge by any other person,  have
                been  removed  or closed in  accordance  with all  Environmental
                Laws.

                                 (6) Except as  disclosed  on Exhibit N attached
                hereto,  to  Seller's  knowledge,  the  Project  is not  listed,
                proposed or  nominated  for listing on the  National  Priorities
                List pursuant to CERCLA (the "NPL"),  the CERLIS or on any other
                similar list of sites under any other Environmental Law.

                                 (7) Except as  disclosed  on Exhibit N attached
                hereto,  Seller  has not  received,  and  does  not  have in its
                possession or control,  any written notice  alleging or advising
                the existence of any PCBs or friable or damaged  asbestos at the
                Project.

                         Notwithstanding  the fact that certain of the foregoing
                representations  and warranties in this  Subparagraph  10(b) are
                made to Seller's knowledge,  Seller shall nevertheless be deemed
                to have knowledge of the  information set forth in, or described
                or  discussed   in,  the   Environmental   Reports  in  Seller's
                possession,  including,  but not limited to, those  described on
                Exhibit N attached hereto.

                (c)  Remediation.   In  the  event  the  Additional  Assessment,
         indicates that there exists at the Project any Hazardous  Conditions or
         Hazardous  Materials for which  Purchaser's  Qualified  Consulting Firm
         recommends  Remedial  Action as  necessary or  appropriate  in order to
         comply with Environmental
         Laws, the following shall apply:

                         (1) If the Remedial  Costs for all  Remedial  Action at
                the  Project  are  reasonably   anticipated  by  such  Qualified
                Consulting  Firm to be equal to or to exceed Fifty  Thousand and
                00/100 Dollars  ($50,000),  then Purchaser,  at its sole option,
                may either (A) proceed under subparagraph (2) below, with Seller
                being  obligated  to deposit,  from  Seller's or its  designee's
                proceeds of sale at Closing or from  Seller's own funds into the
                Remediation Escrow therein

250140-8                                                                 2/23/98
                                       18

<PAGE>



                described  the sum of  $50,000  plus  one  half  the cost of the
                Additional  Assessment  up to  $12,500;  or (B) on or before the
                Approval  Date,  as the same may have been  extended,  terminate
                this  Agreement  by notice to Seller,  with a copy to  Escrowee,
                receive  a refund of the  Deposit,  together  with all  interest
                thereon and Seller shall  reimburse  Purchaser  for one half the
                cost of the Additional  Assessment up to $12,500,  whereupon the
                parties shall be relieved of all further  rights or  obligations
                hereunder,  except for such rights and  obligations as expressly
                survive   termination  of  this   Agreement.   The   "reasonably
                anticipated  Remedial Costs" shall be the good faith estimate of
                Remedial  Costs  as  set  forth  in a  proposal  by  Purchaser's
                Qualified   Consulting  Firm.  Prior  to  arriving  at  a  final
                estimate,  Purchaser's  Qualified  Consulting  Firm shall confer
                with Seller's consultant,  Philip A. Lutin, Consulting Engineer,
                and the two  consulting  firms shall  arrive at a Remedial  Cost
                that both agree is reasonable; and

                         (2) If the Remedial  Costs for all Remedial  Actions at
                the Project are reasonably anticipated by a Qualified Consulting
                Firm to be less than  $50,000,  then (A) the terms and provision
                of this Agreement shall remain in full force and effect, and (B)
                Seller shall be obligated to deposit into a "Remediation Escrow"
                at Closing,  from Seller's proceeds of sale or from Seller's own
                funds an  amount  (not to exceed  $50,000)  equal to 100% of the
                reasonably  anticipated  Remedial  Costs as  determined  by such
                Qualified  Consulting  Firm  plus  one  half  the  cost  of  the
                Additional Assessment up to $12,500. Purchaser shall be entitled
                to draw on the escrowed funds (including  interest) from time to
                time  after  Closing  for  payment  of  (or  reimbursement  for)
                Remedial Costs (including, but not limited to, Seller's share of
                the costs of any Additional Assessment related to such Hazardous
                Condition)  incurred  in  connection  with the  Remedial  Action
                provided that all work shall be completed  within one year after
                the Closing.  Any escrowed  funds  remaining in the  Remediation
                Escrow upon  completion of the Remedial Action shall be promptly
                repaid  to  Seller  or its  designee.  In the  event  funds  are
                escrowed pursuant to this provision,  Purchaser and Seller shall
                enter  into a  Remediation  Escrow  and  Disbursement  Agreement
                reasonably   satisfactory   to   Purchaser,   Seller  and  their
                respective counsel at Closing.

                         (d)  Reservation of Rights.  Purchaser shall retain all
                rights under  statutory and common law not explicitly  waived or
                released in this Agreement,  including,  but not limited to, any
                rights  that  may  exist  under  CERCLA  or the New  York  State
                Navigation  Law to  obtain  contribution.  In the  event  of any
                litigation  pursuant to this Subparagraph  10(d), the prevailing
                party  shall be  entitled  to recover  from the other  party its
                reasonable attorney,  consultant and witness fees and litigation
                costs.


250140-8                                                                 2/23/98
                                       19

<PAGE>



         11.    ADDITIONAL CONDITIONS PRECEDENT TO CLOSING.

         In addition to the other  conditions  enumerated in this Agreement,  it
shall be an additional  Condition  Precedent to Purchaser's  obligation to close
hereunder that except as discovered by Purchaser during the Inspection Period or
as  should  have  been  discovered  at such  time  with the use of  commercially
customary and reasonable due diligence:

                (a) Physical  Condition.  The physical  condition of the Project
         shall be substantially  the same on the Closing Date as on the Approval
         Date, reasonable wear and tear excepted,  unless the alteration of said
         physical  condition is the result of Damage (as defined in Paragraph 16
         hereof).

                (b)   Pending   Actions.   At   Closing,   there   shall  be  no
         administrative  agency,  litigation or  governmental  proceeding of any
         kind whatsoever,  pending or threatened, that, after Closing, would, in
         Purchaser's sole discretion,  materially and adversely affect the value
         or marketability of the Project, or the ability of Purchaser to operate
         the Project in the manner it is being operated on the Contract Date.

                (c) Real Estate Taxes. As of the Closing Date,  there shall have
         been no actual or pending  reassessment of the value of the Project for
         the purpose of calculating real estate taxes.

                (d) Zoning. On the Closing Date, no proceedings shall be pending
         or threatened  that could or would  involve the change,  redesignation,
         redefinition or other modification of the zoning classifications of (or
         any building,  environmental,  or code requirements  applicable to) the
         Project,  or any  portion  thereof,  or any  property  adjacent  to the
         Project.

                (e) Flood  Insurance.  As of the Closing Date, if the Project is
         located in a flood plain,  Purchaser  shall have  obtained  flood plain
         insurance in form and substance acceptable to Purchaser.

                (f) Utilities.  On the Closing Date, no moratorium or proceeding
         shall be pending or threatened  affecting the availability,  at regular
         rates and connection fees, of sewer, water, electric, gas, telephone or
         other services or utilities servicing the Project.

                (g)  Termination  of Leases.  As of the Closing Date, all leases
         affecting  the  Project  including  without   limitation  those  Leases
         described on Exhibit K shall be duly and unconditionally terminated and
         cancelled of record or, at Seller's option,  assigned to Purchaser.  In
         the event Seller elects to arrange for the  assignment of the Leases to
         Purchaser,  Seller shall be responsible for and shall furnish Purchaser
         with an indemnity  agreement  relating to all transfer taxes imposed on
         the  assignments.  All  obligations of each Landlord under such leases,
         which shall accrue prior to the termination thereof, shall be fulfilled
         and fully performed.

                (h) Execution of New Lease.  Seller and  Purchaser  have entered
         into a triple net lease (the "New Lease")  commencing as of the Closing
         Date in the form annexed hereto as Exhibit Q.

250140-8                                                                 2/23/98
                                       20

<PAGE>



         12.    INTENTIONALLY DELETED.

         13.    SELLER'S CLOSING DELIVERIES.

         At Closing  (or such other  times as may be  specified  below),  Seller
shall deliver or cause to be delivered to Purchaser the  following,  in form and
substance acceptable to Purchaser:

                (a)  Deed.  The Deed,  executed  by Owner,  in  recordable  form
         conveying good and marketable fee simple  absolute title to the Project
         to  Purchaser,  free and clear of all liens,  claims  and  encumbrances
         except for the Permitted Exceptions.

                (b)      Intentionally deleted.

                (c) General  Assignment.  An  assignment,  executed by Seller to
         Purchaser  of  all  the  right,  title  and  interest  in  and  to  the
         Governmental  Approvals which relate to the ownership  and/or operation
         of the  Project,  and  which do not  specifically  relate  to  Seller's
         business.

                (d)      Intentionally deleted.

                (e)      Intentionally deleted.

                (f) Keys. Keys to all exterior doors located in the Project.

                (g) Affidavit of Title. An affidavit (without warranty of title)
         executed by Seller and in form and substance  reasonably  acceptable to
         the Title  Company,  and as required by the Title  Company to issue the
         Title Policy with the  Endorsements  and otherwise in  accordance  with
         Paragraph  7 hereof  and with  regard to Owner  such  documents  as are
         required under the Contract.

                (h)      Intentionally deleted.

                (i) New  Lease.  A fully  executed  copy  of the New  Lease,  in
         accordance with and upon the terms and conditions set forth in the form
         of lease annexed hereto as Exhibit Q.

                (j)      Intentionally deleted.

                (k) Closing  Statement.  A closing  statement  conforming to the
         proration and other relevant provisions of this Agreement.

                (l) Plans and  Specifications.  All plans and  specifications in
         Seller's possession and control or otherwise available to Seller.

                (m) Tax Bills. Copies of the most currently available Tax Bills.

                (n) Entity Transfer Certificate.  Entity Transfer  Certification
         confirming  that neither Owner nor Seller is a "United  States  Person"
         within the  meaning of Section  1445 of the  Internal  Revenue  Code of
         1986, as amended.

                (o)      Intentionally deleted.

                (p)      Intentionally deleted.

250140-8                                                                 2/23/98
                                       21

<PAGE>



                (q)  Certificate  as  to  Representations   and  Warranties.   A
         certificate  from Seller as to the truth,  accuracy and completeness of
         the  representations  and  warranties  made by it  hereunder  as of the
         Closing Date.

                (r)  Other.   Such  other   documents  and  instruments  as  may
         reasonably  be  required by  Purchaser,  its (or its  underwriters'  or
         lenders')  counsel or the Title  Company and that may be  necessary  to
         consummate this  transaction and to otherwise  effect the agreements of
         the parties hereto.

For a period of one (1) year after  Closing,  each of the parties  shall execute
and  deliver  to  the  other  such  further  documents  and  instruments  as the
requesting  party  shall  reasonably  request  to effect  this  transaction  and
otherwise effect the agreements of the parties hereto.

         14.    PRORATIONS AND ADJUSTMENTS.

                (a) Such items that are customarily  prorated in transactions of
         this nature shall be ratably prorated  between  Purchaser and Seller as
         of the Closing  Date,  other than those items as to which,  pursuant to
         the New Lease, Seller is fully responsible and obligated to make direct
         payment  of all  amounts  due and owing to the  appropriate  creditors,
         which  items  shall  be  prorated  and  adjusted  as at  and  upon  the
         expiration or earlier termination of the New Lease.

                For  purposes  of  calculating  prorations,  Purchaser  shall be
         deemed to be in title to the  Project,  and  therefore  entitled to the
         income  therefrom and  responsible  for the expenses  thereof,  for the
         entire day upon which the Closing occurs.  All such prorations shall be
         made on the  basis of the  actual  number of days of the year and month
         that shall  have  elapsed as of the  Closing  Date.  The amount of such
         prorations  shall be  adjusted  at Closing,  as and when  complete  and
         accurate  information becomes available.  Seller and Purchaser agree to
         cooperate  and use their good faith and  diligent  efforts to make such
         adjustments  no later than  thirty (30) days after the  Closing.  Bills
         received  after  Closing  that  relate to expenses  incurred,  services
         performed or other amounts allocable to the period prior to the Closing
         Date shall be paid by Seller.  Any amounts not so paid by Seller  shall
         be paid in  accordance  with  the New  Lease.  The  obligations  of the
         parties pursuant to this Paragraph 14 shall survive the Closing.

         15.      CLOSING EXPENSES.

         Seller  will  pay,  or cause to be paid,  the  entire  cost of any fees
associated with terminating or assigning each of the Leases,  prepayment of debt
encumbering the Project, all bond transfer costs, the fees of Seller's attorney,
all documentary and state,  county and municipal  transfer taxes relating to the
instruments of conveyance  contemplated  herein,  and the cost of any special or
specific escrows hereunder. Purchaser will pay the fees of Purchaser's attorney,
the cost of recording the Deed, and the cost of the Title Evidence.


250140-8                                                                 2/23/98
                                       22

<PAGE>



         16.      DESTRUCTION, LOSS OR DIMINUTION OF PROJECT

         If,  prior to Closing,  all or any portion of the Project is damaged by
fire or other  natural  casualty  (collectively  "Damage"),  or is taken or made
subject  to  condemnation,  eminent  domain  or other  governmental  acquisition
proceedings (collectively "Eminent Domain"), then the following procedures shall
apply:

                  (a) If the  aggregate  cost of  repair or  replacement  of the
         Damage (collectively,  "repair and/or replacement") is $1,450,000.00 or
         less, in the opinion of Purchaser's and Seller's respective engineering
         consultants,  Purchaser  shall close and take the Project as diminished
         by such events,  subject to a reduction in the Purchase  Price  applied
         against the cash  otherwise  due at the Closing,  in the full amount of
         the  estimated  cost of such repair  and/or  replacement  not to exceed
         $1,450,000.00.  Any casualty  insurance  shall be the sole  property of
         Seller.

                  (b) If the  aggregate  cost of repair  and/or  replacement  is
         greater than $1,450,000.00,  in the opinion of Purchaser's and Seller's
         respective  engineering  consultants,  or in the  event  of an  Eminent
         Domain,  then either  Purchaser or Seller may elect to  terminate  this
         Agreement  by  notice  to the  other  party,  with a copy to  Escrowee,
         whereupon  Purchaser  shall receive an immediate  return of the Earnest
         Money,  (the interest  earned thereon to be split between the parties),
         and  neither  party  shall  have any  further  liability  to the  other
         hereunder, except as otherwise provided herein. If neither party elects
         to terminate  this  Agreement  within thirty (30) days of the casualty,
         the parties shall proceed to close, the New Lease shall, upon and after
         the Closing  Date be in full force and effect,  Tenant will  rebuild or
         restore the Project as  provided  in the New Lease,  and the  insurance
         proceeds shall be applied, as provided in the New Lease.

                  (c) In the event of a dispute  between  Seller  and  Purchaser
         with respect to the cost of repair and/or  replacement  with respect to
         the matters set forth in this  Paragraph 16, an engineer  designated by
         Seller  and  an  engineer  designated  by  Purchaser  shall  select  an
         independent engineer licensed to practice in the jurisdiction where the
         Project is located who shall resolve such dispute.  All fees, costs and
         expenses of such third  engineer so selected shall be shared equally by
         Purchaser and Seller.

         17.      DEFAULT.

                  (a) Default by Seller. If any of Seller's  representations and
         warranties  contained  herein  shall  not be true  and  correct  in any
         material respect on the Contract Date and continuing thereafter through
         and  including  the Closing Date, or if Seller shall have failed in any
         material  respect  to  perform  any of  the  covenants  and  agreements
         contained  herein  to be  performed  by  Seller  within  the  time  for
         performance  as specified  herein  (including  Seller's  obligation  to
         close),  and such failure shall continue for more than twenty (20) days
         after  written  notice,  Purchaser  may elect  either to (i)  terminate
         Purchaser's  obligations under this Agreement by notice to Seller, with
         a copy to Escrowee, in which event the Earnest Money, together with all
         interest earned thereon, shall

250140-8                                                                 2/23/98
                                       23

<PAGE>



         be  returned  immediately  to  Purchaser,  and Seller  shall  reimburse
         Purchaser for the cost of the Title  Evidence  [not to exceed  $10,000]
         (which  reimbursement  obligation  shall  survive  the  termination  or
         cancellation  of this  Agreement),  or (ii) file an action for specific
         performance.  Seller hereby covenants and agrees that in the event that
         (x)  Purchaser  elects  (i)  above and (y) as a result  of,  due to, or
         because of any willful or intentional act of Seller (A) any of Seller's
         representations  and warranties  contained herein shall not be true and
         correct in all material  respects on the Closing  Date,  (B) any of the
         covenants and agreements are not performed in all materials respects by
         Seller within the time for performance as specified  herein  (including
         Seller's  obligation  to  close),  and/or  (C)  any of  the  Conditions
         Precedent  shall  not have been  satisfied  in all  material  respects,
         Purchaser  may (in addition to any and all other  remedies of Purchaser
         hereunder) file an action for damages actually suffered by Purchaser by
         reason of Seller's defaults hereunder  (including,  but not limited to,
         attorneys' fees,  engineering fees, fees of environmental  consultants,
         appraisers'  fees,  and  accountants'  fees  incurred by  Purchaser  in
         connection  with this  Agreement  and any action  hereunder)  provided,
         however,  that in any such event Purchaser's monetary damages shall not
         exceed $1,000,000. The foregoing covenant shall survive any termination
         of this Agreement.  Nothing in this Subparagraph  17(a) shall be deemed
         to in any way limit or prevent  Purchaser from  exercising any right of
         termination   provided  to  Purchaser   elsewhere  in  this  Agreement.
         Notwithstanding  the foregoing,  in the event Seller defaults in any of
         its post-closing obligations under Paragraph 14 or Paragraph 23 hereof,
         Purchaser shall have all of its remedies at law or in equity on account
         of  such   default.   Anything  to  the   contrary   contained   herein
         notwithstanding,  in the  event  Seller  is unable to close in a timely
         fashion due to a default by Owner under the Contract,  or by any party,
         other than Seller,  to a Lease,  and provided that Seller  institutes a
         legal action within ten (10) business days of the original Closing Date
         and take all other actions as may be necessary to specifically  enforce
         Owner or such  other  party to  perform  under  the  Contract  or other
         agreement  with Seller and convey the Project to  Purchaser,  Purchaser
         shall forbear from  canceling  this  Contract or  exercising  any other
         remedies  granted  to it  hereunder  for up to 90  days  following  the
         Closing  Date.  In the event that Seller is unable to close  before the
         end of such extended  period,  Purchaser may cancel this Agreement by a
         notice to Seller and Escrowee and shall  receive a return of the Escrow
         Money plus all of its out of pocket due diligence costs.

                  (b) Default by Purchaser.  In the event Purchaser  defaults in
         its  obligations  to close the purchase of the Project,  then  Seller's
         sole and exclusive remedy shall be to cause the Escrowee to deliver the
         Earnest Money,  together with all interest earned  thereon,  to Seller,
         the  amount  thereof  being  fixed  and  liquidated  damages,  it being
         understood  that Seller's  actual  damages in the event of such default
         are  difficult  to  ascertain  and that  such  proceeds  represent  the
         parties' best current  estimate of such  damages.  Seller shall have no
         other  remedy for any default by  Purchaser;  provided,  however  that,
         notwithstanding  the foregoing,  in the event Purchaser defaults in any
         of its  post-closing  obligations  under  Paragraph  14 or Paragraph 23
         hereof,  Seller  shall have all of its  remedies at law or in equity on
         account of such default.

250140-8                                                                 2/23/98
                                       24

<PAGE>



         18.      SUCCESSORS AND ASSIGNS.

         The terms,  conditions and covenants of this Agreement shall be binding
upon  and  shall  inure to the  benefit  of the  parties  and  their  respective
nominees,   successors,   beneficiaries  and  assigns;  provided,   however,  no
conveyance,  assignment or transfer of any interest  whatsoever of, in or to the
Project shall be made by Seller during the term of this Agreement. Purchaser may
assign all or any of its right,  title and interest  under this Agreement to (i)
any third party  intermediary  (an  "Intermediary")  in  connection  with a 1031
exchange,  including, but not limited to, Chicago Deferred Exchange Corporation,
and (ii) First Industrial  Realty Trust,  Inc., a Maryland  corporation  ("First
Industrial"),  or to any corporate or  partnership  entity  affiliated  with, or
related to,  First  Industrial  ("Affiliate").  The  foregoing  notwithstanding,
Seller may assign its rights or delegate its duties  hereunder to any  Affiliate
who  succeeds to all of its  interests  in the  Project  and the  Leases.  First
Industrial is a publicly-owned real estate investment trust that owns all of the
capital  stock of  Purchaser.  For purposes of this  Paragraph  18, an Affiliate
shall,  without  limitation,  include  any entity  having  substantially  common
ownership or  management  with  Purchaser or Seller,  including  with respect to
Purchaser,  First  Industrial  and First  Industrial,  L.P., a Delaware  limited
partnership.  No such  assignee  shall  accrue any  obligations  or  liabilities
hereunder until the effective date of such assignment.  In addition to its right
of  assignment,  Purchaser  shall  also  have the  right,  exercisable  prior to
Closing,  to  designate  any  Affiliate  or  Intermediary,  as  the  grantee  or
transferee of any or all of the  conveyances,  transfers and  assignments  to be
made by Seller at Closing  hereunder,  independent  of, or in  addition  to, any
assignment of this Agreement. In the event of an assignment of this Agreement by
either party, its assignee shall be deemed to be the Purchaser or Seller (as the
case may be) hereunder for all purposes hereof, and shall have all rights of the
assigning party hereunder  (including,  but not limited to, the right of further
assignment),  provided  that the  Assignor  shall  remain  fully  liable for all
liability  hereunder.  In the event that an Affiliate  shall be  designated as a
transferee  hereunder,  that  transferee  shall  have the  benefit of all of the
representations  and  rights  which,  by  the  terms  of  this  Agreement,   are
incorporated  in or relate to the  conveyance  in question.  In the event either
party elects to assign this Agreement to an Intermediary,  the other party shall
cooperate in connection  with such election,  including,  but not limited to, by
executing  an  acknowledgment  of  such  assignment  of  this  Agreement  to the
Intermediary  and by executing  such  additional  documents as may be reasonably
necessary to effect such assignment, provided that the non-assigning party shall
not be required to take title to the Project or incur any costs with  respect to
any ss. 1031 exchange.

250140-8                                                                 2/23/98
                                       25

<PAGE>




         19.      LITIGATION.

         In the event of  litigation  between  the parties  with  respect to the
Project,  this  Agreement,  the  Escrow  Agreement,  the  performance  of  their
respective  obligations  hereunder  or the  effect of a  termination  under this
Agreement  or the Escrow  Agreement,  the losing  party  shall pay all costs and
expenses  incurred by the prevailing  party in connection with such  litigation,
including, but not limited to, reasonable attorneys' fees of counsel selected by
the  prevailing  party.  Notwithstanding  any provision of this Agreement to the
contrary,  the  obligations of the parties under this Paragraph 19 shall survive
termination of this Agreement.

         20.      NOTICES.

         Any  notice,  demand,  request  or  other  communication  which  may be
permitted, required or desired to be given in connection herewith shall be given
in writing and directed to Seller and Purchaser as follows:

         Seller:             Di Giorgio Corporation
                             380 Middlesex Avenue
                             Carteret, New Jersey 07008
                             Attn.: Mr. Richard B. Neff, Chief
                                    Financial Officer and Executive
                                    Vice President

         With a copy to
         its attorneys:      Sills Cummis Zuckerman Radin
                             Tischman Epstein & Gross
                             One Riverfront Plaza
                             Newark, New Jersey 07102-5400
                             Attn.: Margaret F. Black, Esq.

         Purchaser:          FR Acquisitions, Inc.
                             311 South Wacker Drive, Suite 4000
                             Chicago, Illinois 60606
                             Attn.: Mr. Johannson Yap and
                                    Mr. Scott McGregor

         With a copy to its
         regional office:    First Industrial
                             575 Underhill Boulevard
                             P.O. Box 830
                             Syosset, New York 11791
                             Attn.: Mr. Jan Burman,
                                    Senior Regional Director

         With a copy to
         its attorneys:      Parker Chapin Flattau & Klimpl, LLP
                             1211 Avenue of the Americas
                             New York, New York 10036
                             Attn.: Miles M. Borden, Esq.


250140-8                                                                 2/23/98
                                       26

<PAGE>



         With a copy to its
         general counsel:    Barrack Ferazzano Kirschbaum
                             Perlman & Nagelberg
                             333 W. Wacker Drive, 27th Floor
                             Chicago, Illinois 60606
                             Attn.: Suzanne Bessette-Smith, Esq.

Notices  shall be deemed  properly  delivered and received (i) the same day when
personally  delivered;  or (ii) one (1) business  day after timely  deposit with
Federal Express or other nationally  recognized  commercial  overnight  courier,
charges prepaid; or (iii) the same day when sent by confirmed facsimile; or (iv)
three (3) business  days after  timely  deposit in the United  States  Mail,  by
registered mail, return receipt requested, postage prepaid.

                The  attorneys for the parties  hereto are hereby  authorized on
behalf of their  respective  client  to (i)  deliver  any  notice  permitted  or
required by the terms of this Agreement and (ii) extend, in writing,  any of the
time  limitations  set  forth  in  this  Agreement,  by a  notice  delivered  in
accordance with this paragraph 20.

         21.    BENEFIT.

         This  Agreement is for the benefit only of the parties hereto and their
nominees,  successors,  beneficiaries and assignees as permitted in Paragraph 18
and no other  person or entity  shall be  entitled to rely  hereon,  receive any
benefit herefrom or enforce against any party hereto any provision hereof.

         22.    LIMITATION OF LIABILITY.

         Upon the Closing,  Purchaser shall neither assume nor undertake to pay,
satisfy or discharge any  liabilities,  obligations  or commitments of Seller or
Owner other than those specifically  agreed to between the parties and set forth
in  this  Agreement.   Purchaser  shall  not  assume  or  discharge  any  debts,
obligations,  liabilities  or  commitments  of Seller,  whether  accrued  now or
hereafter, fixed or contingent, known or unknown.

         23.    BROKERAGE.

         Each party  hereto  represents  and  warrants  to the other that it has
dealt with no brokers or finders in connection with this transaction, except for
Island Realty Services, Inc. ("Seller's Broker").  Seller shall pay any brokers'
commission due to Seller's Broker pursuant to the terms of a separate  agreement
between Seller and Seller's Broker.  Seller and Purchaser each hereby indemnify,
protect  and defend and hold the other  harmless  from and  against  all losses,
claims, costs, expenses, damages (including, but not limited to, attorneys' fees
of counsel  selected by the indemnified  party) resulting from the claims of any
broker,  finder, or other such party,  other than Seller's Broker,  claiming by,
through  or  under  the  acts  or  agreements  of the  indemnifying  party.  The
obligations  of the parties  pursuant  to this  Paragraph  23 shall  survive the
Closing or any earlier termination of this Agreement.

         24.      REASONABLE EFFORTS

         Seller and  Purchaser  shall use their  reasonable,  diligent  and good
faith efforts, and shall cooperate with and assist each other

250140-8                                                                 2/23/98
                                       27

<PAGE>



in their  efforts,  to obtain  such  consents  and  approvals  of third  parties
(including,  but not limited to, governmental  authorities),  to the transaction
contemplated  hereby, and to otherwise perform as may be necessary to effectuate
the transfer of the Project to Purchaser in accordance with this Agreement.

         25.      EXCULPATION OF AFFILIATES

         The Affiliates of either party shall not be liable for the  obligations
and  liabilities of such party under this Agreement.  Without  limitation on the
foregoing,  none of the shareholders,  officers,  employees,  representatives or
agents of either  party  shall be  personally  liable  for the  satisfaction  of
obligations of any nature  whatsoever of the party under this Agreement to which
it is an Affiliate.

         26.      MISCELLANEOUS.

                  (a) Entire  Agreement.  This Agreement  constitutes the entire
         understanding  between  the  parties  with  respect to the  transaction
         contemplated  herein, and all prior or contemporaneous oral agreements,
         understandings,  representations and statements,  and all prior written
         agreements,  understandings, letters of intent and proposals are merged
         into this Agreement.  Neither this Agreement nor any provisions  hereof
         may be waived, modified, amended, discharged or terminated except by an
         instrument in writing signed by the party against which the enforcement
         of such waiver,  modification,  amendment,  discharge or termination is
         sought,  and then  only to the  extent  set  forth in such  instrument.
         Neither  party has relied upon any  statement of the other party except
         as set forth in this Agreement.

                  (b)  Time  of the  Essence.  Time  is of the  essence  of this
         Agreement.  If any date  herein  set forth for the  performance  of any
         obligations  by  Seller  or  Purchaser  or  for  the  delivery  of  any
         instrument or notice as herein provided should be on a Saturday, Sunday
         or legal  holiday,  the  compliance  with such  obligations or delivery
         shall be deemed  acceptable  on the next  business day  following  such
         Saturday,  Sunday or legal  holiday.  As used  herein,  the term "legal
         holiday"  means  any  state or  federal  holiday  for  which  financial
         institutions  or post offices are generally  closed in the State of New
         York for observance thereof.

                  (c) Conditions Precedent. The obligations of Purchaser to make
         the  payments  described  in  Paragraph 2 and to close the  transaction
         contemplated herein are subject to the express Conditions Precedent set
         forth in this  Agreement,  each of which  is for the  sole  benefit  of
         Purchaser  and  may be  waived  at any  time  by  notice  thereof  from
         Purchaser to Seller. The waiver of any particular  Condition  Precedent
         shall not constitute the waiver of any other.

                  (d) Seller's Representations and Warranties.  Relative to each
         representation  and warranty made by Seller in this  Agreement,  Seller
         shall be  charged  with  only that  knowledge  and  information  of its
         officers and directors,  and the actual and  constructive  knowledge of
         such persons will be imputed to Seller.


250140-8                                                                 2/23/98
                                       28

<PAGE>



                  (e)  Construction.  This Agreement shall not be construed more
         strictly  against one party than  against the other merely by virtue of
         the fact  that it may have  been  prepared  by  counsel  for one of the
         parties,  it being  recognized  that both  Seller  and  Purchaser  have
         contributed  substantially  and  materially to the  preparation of this
         Agreement. The headings of various Paragraphs in this Agreement are for
         convenience  only, and are not to be utilized in construing the content
         or meaning of the substantive provisions hereof.

                  (f)  Governing  Law. This  Agreement  shall be governed by and
         construed in accordance  with the laws of the State of New York without
         regard to conflicts of laws principals.

                  (g) Partial Invalidity.  The provisions hereof shall be deemed
         independent and severable,  and the invalidity or partial invalidity or
         enforceability  of any one  provision  shall not affect the validity of
         enforceability of any other provision hereof.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement of
Purchase and Sale on the date first above written.


                                            SELLER:

                                            Di GIORGIO CORP.,
                                            a Delaware corporation


                                            By:   /s/ Lawrence S. Grossman
                                                Name: Lawrence S. Grossman
                                                Title: Vice President


                                            PURCHASER:

                                            FR ACQUISITIONS, INC.,
                                            a Maryland corporation


                                            By:
                                                Name:
                                                Title:


250140-8                                                                 2/23/98
                                       29

<PAGE>

                              SCHEDULE OF EXHIBITS


              A      Legal Description of Land

              B      Intentionally Deleted.

              C      Earnest Money Escrow Instructions

              D      Seller's Deliveries

              E      Title Exceptions Disclosed by Purchaser's
                     Title Commitment

              F      Intentionally Deleted

              G      Surveyor's Certification

              H      Service Contracts

              I      Pending Litigation

              J      Real Estate Tax Bills

              K      Existing Leases; Agreements to Acquire or
                     Terminate; Lease Controversies

              L      Intentionally Deleted

              M      Tanks

              N      Seller's Environmental Tests and
                     Government Orders

              O      Intentionally Deleted

              P      Intentionally Deleted

              Q      Form of New Lease




250140-8                                                                 2/23/98
                                       30

<PAGE>



                                    EXHIBIT A

                          Legal Description of the Land


ALL THAT CERTAIN PLOT,  PIECE OR PARCEL OF LAND,  SITUATE,  LYING AND BEING NEAR
CARLE PLACE, TOWN OF HEMPSTEAD,  COUNTY OF NASSAU AND STATE OF NEW YORK, BOUNDED
AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE WESTERLY SIDE OF EAST GATE BOULEVARD SOUTH,  DISTANT
369.60 FEET SOUTHERLY FROM THE SOUTHERLY END OF A CURVE HAVING A RADIUS OF 40.00
FEET AND A LENGTH OF 62.83 FEET WHICH CURVE  CONNECTS THE SAID  WESTERLY SIDE OF
EAST GATE BOULEVARD SOUTH WITH THE SOUTHERLY SIDE OF ZECKENDORF BOULEVARD;

RUNNING  THENCE  ALONG  SAID  WESTERLY  SIDE OF EAST  GATE  BOULEVARD  SOUTH THE
FOLLOWING THREE COURSES AND DISTANCES:

(1)      SOUTH 04 DEGREES 35 MINUTES 24 SECONDS EAST, 590.35 FEET;

(2)      SOUTHERLY ALONG THE ARC OF A CIRCLE BEARING TO THE RIGHT AND
         HAVING A RADIUS OF 65.00 FEET A DISTANCE ALONG SAID ARC OF
         63.06 FEET;

(3)      SOUTHERLY ALONG THE ARC OF A CIRCLE BEARING TO THE LEFT HAVING A RADIUS
         OF 50.00 FEET A DISTANCE  ALONG SAID ARC OF 115.98  FEET TO LAND OF THE
         PEOPLE OF THE STATE OF NEW YORK AS MEADOWBROOK STATE PARKWAY;

THENCE ALONG SAID LAST MENTIONED LAND THE FOLLOWING TWO COURSES OF
DISTANCE:

(1)      NORTHWESTERLY ALONG THE ARC OF A CIRCLE BEARING TO THE RIGHT
         AND HAVING A RADIUS OF 2030.00 FEET A DISTANCE ALONG SAID ARC
         OF 945.89 FEET;

(2)      NORTHERLY  ALONG THE ARC OF A CIRCLE  BEARING  TO THE LEFT AND HAVING A
         RADIUS OF 700.00  FEET A DISTANCE  ALONG SAID ARC OF 245.42 FEET TO THE
         LAND OF THE LONG ISLAND RAILROAD COMPANY;

THENCE NORTHERLY ALONG SAID LAST MENTIONED LAND ALONG THE ARC OF A
CIRCLE BEARING TO THE LEFT HAVING A RADIUS OF 500.00 FEET A DISTANCE
ALONG SAID ARC OF 84.01 FEET;

THENCE NORTH 85 DEGREES 24 MINUTES 36 SECONDS EAST,  910.92 FEET TO THE POINT OR
PLACE OF BEGINNING.

FOR INFORMATION ONLY:  SECTION 44     BLOCK 72     LOTS 6 AND 7.

EAST GATE BOULEVARD IS NOW KNOWN AS DIBBLEE DRIVE.

250140-8                                                                 2/23/98
                                       31

<PAGE>



                                    EXHIBIT C

                        Earnest Money Escrow Instructions

         THESE EARNEST MONEY ESCROW  INSTRUCTIONS  ("Instructions")  are entered
into as of this _______ day of February,  1998 by and among Di GIORGIO  CORP., a
Delaware  corporation("Seller"),  FR ACQUISITIONS,  INC., a Maryland corporation
("Purchaser"), and CHICAGO TITLE INSURANCE COMPANY ("Escrowee").

         WHEREAS, Purchaser and Seller entered into an Agreement of Purchase and
Sale,  dated February __, 1998 (the  "Agreement"),  for the purchase and sale of
the Project (as defined in the Agreement and hereinafter  collectively  referred
to as the "Property"); and

         WHEREAS,  the  parties  desire to enter into escrow  instructions  with
Escrowee  pursuant to which  Purchaser  shall deposit earnest money, as required
under the Agreement (the "Escrow").

         NOW,  THEREFORE,  in consideration of the mutual covenants contained in
these Instructions,  and other good and valuable consideration,  the receipt and
legal  sufficiency  of which  are  hereby  acknowledged,  the  parties  agree as
follows:

         1.       Deposit.

                  (a) Earnest Money. Pursuant to the terms and provisions of the
         Agreement,  and  within  two (2)  business  days  after the date of the
         Agreement,  Purchaser  has  deposited  or will  deposit  with  Escrowee
         earnest  money in the sum of Five Hundred  Thousand and 00/100  Dollars
         ($500,000.00) (the "Earnest Money").

                  (b)  Investment of Earnest  Money.  Escrowee  shall invest the
         Earnest Money in  interest-bearing  securities,  bank  deposits  and/or
         so-called  "money market funds"  established  and managed by nationally
         recognized firms, as selected by Purchaser.  All interest earned on the
         Earnest  Money  shall  be  paid  as  specifically   provided  in  these
         Instructions.

         2.  Application  of Earnest  Money at Closing and Upon  Termination  of
         Agreement.

                  (a) At Closing. At Closing (as defined in the Agreement),  (i)
         the Earnest Money shall be delivered by Escrowee to Seller and credited
         against the payment of the Purchase Price, and (ii) all interest earned
         thereon  shall be split  equally  between the  parties,  whereupon  the
         Escrow shall terminate.

                  (b)  Upon   Termination  of  Contract.   Notwithstanding   the
         foregoing,  the  Agreement  provides  certain  circumstances  in  which
         Purchaser  shall have the unilateral  right to terminate the Agreement,
         (i) pursuant to Section 6 thereof,  on or before two (2) days after the
         last day of the Inspection  Period (as defined in the  Agreement)  (the
         "Approval  Date"),   and  (ii)  pursuant  to  certain  other  specified
         instances  expressly  set forth in the  Agreement,  in each instance by
         delivery of written  notice to Seller and  Escrowee  (the  "Termination
         Notice").  Furthermore,  under the terms of the Agreement, the Approval
         Date  may  be   unilaterally   extended  by  Purchaser   under  certain
         circumstances, pursuant to Section 6 hereof; however,

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                                       32

<PAGE>



         Purchaser's  election  to so extend the  Approval  Date (the  "Extended
         Approval  Date")  shall be  evidenced  by  delivery,  on or before  the
         above-specified Approval Date, of written notice to Seller and Escrowee
         (the "Extension  Notice").  Upon Escrowee's  receipt of the Termination
         Notice (provided Escrowee receives such Termination Notice on or before
         the  Approval  Date  or  the  Extended  Approval  Date,   whichever  is
         applicable,  or if Purchaser  specifies that the Termination  Notice is
         being  delivered  pursuant  to  Section  7(e),  10(c)  or  16(b) of the
         Agreement,  whichever is  applicable),  Escrowee shall  immediately and
         simultaneously  (x) deliver a copy of the Termination Notice to Seller,
         in the manner provided in Paragraph 5 below,  and (y) disburse the full
         amount  of the  Earnest  Money to  Purchaser  and  shall  disburse  all
         interest earned thereon equally between the parties.

         3.       Default.

                  (a) Purchaser's  Default. In the event that Purchaser breaches
         or defaults  under the  obligations  imposed on it under the Agreement,
         and Seller desires to obtain the Earnest Money from Escrowee  (pursuant
         to the terms of the Agreement),  Seller shall be required to present to
         Escrowee:  Seller's  affidavit  of default (the  "Default  Affidavit"),
         executed  under penalty of perjury by an authorized  representative  of
         Seller,  certifying  to  Purchaser  and Escrowee  that  Purchaser is in
         default under the Agreement and,  therefore,  Seller is entitled to the
         Earnest  Money  proceeds.  Upon receipt of the Default  Affidavit  from
         Seller,  Escrowee shall (i) deliver a copy of the Default  Affidavit to
         Purchaser,  in the manner as provided in Paragraph 5 below and (ii) if,
         within  four (4)  business  days  after the date on which  the  Default
         Affidavit is deemed to be delivered to Purchaser (pursuant to Paragraph
         5 below), Escrowee has not received from Purchaser a notice ("Objection
         Notice") objecting to Escrowee's compliance with the Default Affidavit,
         Escrowee  shall deliver the Earnest  Money,  together with all interest
         earned thereon, to Seller.

                  (b)  Seller's  Default.  In the event that after the  Approval
         Date,  as the  case may be,  Seller  breaches  or  defaults  under  the
         obligations  imposed on it under the Agreement,  and Purchaser  desires
         the return of the Earnest Money from Escrowee (pursuant to the terms of
         the Agreement), Purchaser shall be required to present to Escrowee: its
         own  Default  Affidavit   executed  under  penalty  of  perjury  by  an
         authorized   representative  of  Purchaser  certifying  to  Seller  and
         Escrowee that Seller is in default under the Agreement and,  therefore,
         Purchaser  is entitled to return of the Earnest  Money  proceeds.  Upon
         receipt of the Default  Affidavit  from  Purchaser,  Escrowee shall (i)
         deliver  a copy of the  Default  Affidavit  to Seller  as  provided  in
         Paragraph 5 below, and (ii) if, within four (4) business days after the
         date on which the Default Affidavit is deemed to be delivered to Seller
         (pursuant to Paragraph 5 below),  Escrowee has not received from Seller
         an  Objection  Notice,  objecting  to  Escrowee's  compliance  with the
         Default Affidavit,  Escrowee shall deliver the Earnest Money,  together
         with all interest earned thereon, to Purchaser.

         4. Objection  Notices.  If Escrowee  receives an Objection  Notice from
         either  Seller  or  Purchaser  within  the  time  period  set  forth in
         Paragraph 3 above, then Escrowee shall refuse to

250140-8                                                                 2/23/98
                                       33

<PAGE>



         comply with the  Default  Affidavit  then in  question  ("Objectionable
         Default   Affidavit")   until  Escrowee   receives  (a)  joint  written
         instructions  executed by both  Purchaser  and  Seller,  or (b) a final
         non-appealable  order with  respect to the  disposition  of the Earnest
         Money from a federal or state court of competent  jurisdiction  ("Court
         Order"),  in either of which events  Escrowee  shall then  disburse the
         Earnest Money and all interest earned thereon,  in accordance with such
         direction or order, as the case may be.

         5. Notices.  Notices  hereunder shall be deemed properly  delivered and
         received  (a) the same day when  personally  delivered;  or (b) one (1)
         business  day  after  timely  deposit  with  Federal  Express  or other
         nationally  recognized  commercial overnight courier,  charges prepaid;
         (c) the same day when  sent by  confirmed  facsimile  or (d)  three (3)
         business days after timely  deposit in the U.S.  Mail, by registered or
         certified  mail,  return receipt  requested,  postage  prepaid,  to the
         parties as set forth below:

         Seller:             Di Giorgio Corp.
                             380 Middlesex Avenue
                             Carteret, New Jersey 07008
                             Attn.: Mr. Richard B. Neff, Chief
                                    Financial Officer and Executive
                                    Vice President

         With a copy to
         its attorneys:      Sills Cummis Zuckerman Radin
                             Tischman Epstein & Gross
                             One Riverfront Plaza
                             Newark, New Jersey 07102-5400
                             Attn.: Margaret F. Black, Esq.

         Purchaser:          FR Acquisitions, Inc.
                             311 South Wacker Drive, Suite 4000
                             Chicago, Illinois 60606
                             Attn.: Mr. Johannson Yap and
                                    Mr. Scott McGregor

         With a copy to its
         regional office:    First Industrial
                             575 Underhill Boulevard
                             P.O. Box 830
                             Syosset, New York 11791
                             Attn.: Mr. Jan Burman
                                    Senior Regional Director

         With a copy to
         its attorneys:      Parker Chapin Flattau & Klimpl, LLP
                             1211 Avenue of the Americas
                             New York, New York 10036
                             Attn.: Miles M. Borden, Esq.


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                                       34

<PAGE>



         With a copy to its  
         general counsel:    Barrack Ferazzano Kirschbaum
                             Perlman & Nagelberg
                             333 W. Wacker Drive, 27th Floor
                             Chicago, Illinois 60606
                             Attn.: Suzanne Bessette-Smith, Esq.

         Escrowee:           Chicago Title Insurance Company
                             330 Old Country Road
                             Mineola, New York 11501
                             Attn.: Kim Pipczynski or Carrie Vitale

                6.  Escrowee  Obligations.  The parties  agree  that,  except as
         otherwise  expressly provided in Paragraph 4 above, the actions of, and
         the relationship between, Purchaser and Seller shall be governed by the
         terms of the  Agreement.  In all  events  and under  all  circumstances
         (except as  otherwise  expressly  provided in  Paragraph 4 above),  the
         ultimate  rights  and  obligations  of Seller  and  Purchaser  shall be
         strictly  governed and  controlled  by the terms and  provisions of the
         Agreement, rather than these Instructions. In the event of any conflict
         between  the  terms  and   provisions   of  the   Agreement  and  these
         Instructions,  the terms and provisions of the Agreement  shall control
         in all events and circumstances  except as otherwise expressly provided
         in Paragraph 4 above. Notwithstanding the existence of the Agreement or
         any references herein to the Agreement, the parties agree that Escrowee
         (but not Seller and  Purchaser)  shall be governed  solely by the terms
         and provisions of these  Instructions.  The parties  furthermore  agree
         that, except as otherwise  specifically  provided in Paragraph 4 above,
         Escrowee is hereby  expressly  authorized to regard,  comply with,  and
         obey any and all orders,  judgments or decrees entered or issued by any
         court,  and, in case  Escrowee  obeys and complies with any such order,
         judgment  or decree of any  court,  it shall not be liable to either of
         the  parties  hereto or to any other  person,  firm or  corporation  by
         reason of such compliance.  Notwithstanding any such order, judgment or
         decree entered without jurisdiction or subsequently reversed, modified,
         annulled,  set  aside  or  vacated  in case of any  suit or  proceeding
         regarding  this  escrow  to which  Escrowee  is or may be at any time a
         party, Escrowee shall have a lien on the contents hereof for any or all
         costs,  attorneys'  fees  (whether  such  attorneys  shall be regularly
         retained  or  specially  employed)  and other  expenses  that have been
         incurred by Escrowee or for which Escrowee becomes,  and Escrowee shall
         be entitled  to  reimburse  itself  therefor  out of the Earnest  Money
         deposit.

                7.  Litigation.  In the event of litigation  between the parties
         with respect to these Instructions, the performance of their respective
         obligations  hereunder,  or  the  effect  of a  termination  under  the
         Agreement or these  Instructions,  the losing party shall pay all costs
         and expenses  incurred by the prevailing  party in connection with such
         litigation,  including,  but not limited to, court costs and reasonable
         fees of counsel selected by the prevailing party.  Notwithstanding  any
         provision of the Agreement or these  Instructions to the contrary,  the
         obligations  of the  parties  under this  Paragraph  7 shall  survive a
         termination of either or both of the Agreement and these Instructions.


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                                       35

<PAGE>



         8.     Counterpart.  These Instructions may be executed in
         counterparts, each of which shall constitute an original but
         all of which together shall constitute one and the same
         instrument.


                                            SELLER:

                                            Di GIORGIO CORP.,
                                            a Delaware corporation


                                            By: /s/ Lawrence S. Grossman
                                                Name: Lawrence S. Grossman
                                                Title: Vice President


                                            PURCHASER:

                                            FR ACQUISITIONS, INC.,
                                            a Maryland corporation


                                            By:
                                                Name:
                                                Title:

ACCEPTED BY ESCROWEE:

CHICAGO TITLE INSURANCE COMPANY


By:
       Name:
       Title:

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                                       36

<PAGE>



                                    EXHIBIT D

                               Seller's Deliveries


         1. Copies,  with monetary and other  confidential and proprietary terms
deleted, at Seller's option, of the agreements, contracts or understandings made
by Seller  with  Owner,  Waldbaums,  Inc.  (A&P),  Sysco  Corporation  and WRGFF
Associates,  L.P.,  pursuant to which Seller shall (i) cause Owner to convey the
Project to Purchaser at Closing and (ii)  terminate or cause the  assignment  to
Purchaser of the Leases presently affecting the Project.

         2.  Copies of all  hazard,  rent loss,  liability  and other  insurance
policies  currently in force with respect to the Project and/or Seller's use and
occupancy of the Project (the "Existing Insurance Policies").

         3.   Copies   of  all   engineering   and   architectural   plans   and
specifications,   drawings,   studies  and  surveys   relating  to  the  Project
(collectively the "Plans"), in Seller's possession or control, and copies of any
reports  or  studies  (including,  but not  limited  to,  inspection  reports of
governmental  authorities  or insurance  carriers),  in Seller's  possession  or
control,  in respect of the  physical  condition  or operation of the Project or
recommended  improvements  thereto.  Copies of all material  records in Seller's
possession  pertaining  to  the  repair,  replacement  and  maintenance  of  the
mechanical  systems at the Building,  the roof and the structural  components of
the Building.

         4.  Copies  of the  bill or bills  issued  for the tax  years  1993/94,
1994/95, 1995/96, 1996/97, and, if available, 1997/98, for all real estate taxes
and personal property taxes and copies of any and all notices pertaining to real
estate taxes or assessments applicable to the Project (the "Tax Bills").  Seller
shall promptly deliver to Purchaser copies of any such bills or notices received
by Seller after the Contract Date, even if received after Closing.

         5. Copies of all management, maintenance, repair, service, pest control
and supply  contracts  (including,  without  limitation,  janitorial,  elevator,
scavenger, laundry and landscaping agreements),  equipment rental agreements and
master antenna agreements (if applicable), and any other contracts or agreements
relating to or  affecting  the Project  (other than Major Repair  Contracts,  as
defined herein), all as amended (the "Contracts").

         6. Copies of all  contracts for repairs or capital  replacements  to be
performed at the Project,  or covering  such work  performed  during the two (2)
years immediately  preceding the Contract Date for a contract price in excess of
$25,000 ("Major Repair Contracts").

         7. Copies of all certificates of occupancy, and similar or related real
estate,  use or  occupancy,  licenses,  permits,  authorizations  and  approvals
required by law or by any governmental  authority having jurisdiction  thereover
in  respect  of  the  use,  occupancy  or  maintenance  of  the  Project  or the
improvements thereupon (the "Governmental Approvals").


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                                       37

<PAGE>



         8. Copies of any operating  budgets for the Project for the years 1994,
1995 and 1996 and 1997 or, in lieu thereof, a detailed,  descriptive  summary of
maintenance costs for such year.

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                                       38

<PAGE>



                                    EXHIBIT E

           Title Exceptions Disclosed by Purchaser's Title Commitment





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                                       39

<PAGE>



                                    EXHIBIT G

                            Surveyor's Certification

TO:     FR Acquisitions, Inc.; First Industrial Realty Trust, Inc.,
        First Industrial, L.P., and Chicago Title Insurance Company; and
        Parker Chapin Flattau & Klimpl, LLP

        I hereby certify that on the ______ day of _______________,  1998 (a) an
accurate,    "as-built"    on   the   ground    instrument    survey    entitled
"___________________"  the ("Survey") of the premises (the "Property")  known by
street address 700 Dibblee Drive,  Garden City, New York, was conducted under my
direction  according  to local  professional  practices;  (b) the Survey and the
information,  courses and distances shown thereon are correct; (c) all monuments
shown  on the  survey  actually  exist,  and the  location  , size  and  type of
materials  thereof are correctly  shown; (d) the title lines and lines of actual
possession of the Property are the same; (e) the size,  location and type of all
buildings and improvements, if any, on the Property are shown on the Survey; (f)
the Property has direct  access to Dibblee  Drive,  which is a dedicated  public
way; (g) there are no easements, rights-of-way, old highways or abandoned roads,
lanes or driveways  affecting  the Property  appearing  from a careful  physical
inspection  of the same,  other than those  shown and  depicted on the Survey or
those which may be discovered by a complete  title exam of the subject  property
and all  adjoiners;  (h) there are no visible  boundary  line  conflicts (i) all
recorded   easements,   as  noted  in  Title  Company   Commitment  No.  N16175N
(97050155000495),  dated  June 20,  1997,  and all  set-back  lines,  have  been
correctly  platted  or noted on the  Survey;  (j)  except as shown on the Survey
there are no  improvements on the Property upon any easement,  rights-of-way  or
adjacent land or encroachments of improvements located on adjacent land upon the
Property;  (k) there  were no  cemeteries  or  burying  ground  observed  on the
Property; (l) the Survey shows the location of any visible telephone, telegraph,
electric or other power lines,  wires and poles on the Property;  (m) the Survey
shows the location of all visible and unobstructed  manholes;  (n) the parcel(s)
described  on the Survey do not lie within flood areas in  accordance  with maps
entitled "Flood Insurance Rate Map", which such map covers the area in which the
Property is situated;  (o) the Property is made up of more than one parcel, each
of which  constitutes a separate tax lot and none of which constitutes a portion
of any other tax lot; and (p) all  utilities  for the  operation of the Premises
have been shown.

        I further  certify  that this map or plat and the  survey on which it is
based were made (i) in accordance with "Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys"  jointly  established and adopted by ALTA and ACSM
in 1992 and includes Items 1 (excluding the placement of new monuments), 3, 4, 6
(showing  setback  lines  only),  7(a),  7(b)(1),8,  9, 10, 11 and 13 of Table A
thereof and (ii) pursuant to the Accuracy Standards (as adopted by ALTA/ACSM and
in effect on the date of this Certification) of an urban survey.

Date:             ______________________
                  -----------------------


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                                       40

<PAGE>



                                    EXHIBIT H

                                Service Contracts



                     To be delivered pursuant to Schedule D


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                                       41

<PAGE>



                                    EXHIBIT I

                               Pending Litigation



                                      None



250140-8                                                                 2/23/98
                                       42

<PAGE>



                                    EXHIBIT J

                              Real Estate Tax Bills


                     To be delivered pursuant to Schedule D


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                                       43

<PAGE>



                                    EXHIBIT K

              Existing Leases; Agreements to Acquire or Terminate;
                               Lease Controversies


               Existing Leases - See Title Commitment (Exhibit E)

              Agreements to Acquire / Terminate - attached hereto



250140-8                                                                 2/23/98
                                       44

<PAGE>



                                    EXHIBIT M

                                      Tanks

                       See Exhibit N and permits attached


250140-8                                                                 2/23/98
                                       45

<PAGE>



                                    EXHIBIT N

               Seller's Environmental Tests and Government Orders


                 Information previously delivered to purchaser


250140-8                                                                 2/23/98
                                       46

<PAGE>


                                    EXHIBIT O

                      Form of New Lease between Purchaser,
                       as Landlord, and Seller, as Tenant





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                                       47