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                                                                   EXHIBIT 10.74


                             HOUSTON ASSET PURCHASE
                                    AGREEMENT

                                  MARCH 5, 1998

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                    INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
                                (Non-Residential)
                   American Industrial Real Estate Association


                                                                February 3, 1998

                                                   (Date for Reference Purposes)

1. BUYER.

   1.1 THE SPORTS CLUB COMPANY, INC. (the "Buyer") hereby offers to purchase the
real property, hereinafter described, from the owner thereof (the "Seller")
(collectively, the "Parties" or individually, a "Party"), through an escrow (the
"Escrow") to close on June 24, 1998 (the "Expected Closing Date") to be held by
Texas State Title Company (the "Escrow Holder") whose address is
________________________________________________________________________________
Phone No. _________________ Facsimile No. _______________ upon the terms and
conditions set forth in this agreement (the "Agreement"). Buyer shall have the
right to assign Buyer's rights hereunder, but any such assignment shall not
relieve Buyer of Buyer's obligations herein unless the Seller expressly releases
Buyer.

   1.2 The term "Date of Agreement as used herein shall be the date when by
execution and delivery (as defined in paragraph 20.2) of this document or a
subsequent counter-offer thereto, Buyer and Seller have reached agreement in
writing whereby Seller agrees to sell, and Buyer agrees to purchase the Property
upon terms accepted by both Parties.

2. PROPERTY.

   2.1 The real property (the "Property") that is the subject of this offer
consists of (insert a brief physical description) 3.5 acres of land improved
with a retail nursery building and parking lot is located in the City of
Houston, County of Harris, State of Texas, is commonly known by the street
address of McQue Street and U.S. Route 59 and Interstate 610 and is legally
described as: to be finished in escrow.

   2.2 If the legal description of the Property is not complete or is
inaccurate, this Agreement shall not be invalid and the legal description shall
be completed or corrected to meet the requirements of Texas State Title Company
(the "Title Company"), which Title Company shall issue the title policy
hereinafter described.

   2.3 The Property includes, at no additional cost to Buyer, the permanent
improvements thereon, including those items which the law of the state in which
the Property is located provides is part of the Property, as well as the
following items, if any, owned by Seller and presently located in the Property:
electrical distribution systems (power panels, buss ducting, conduits,
disconnects, lighting fixtures), telephone distribution systems (lines, jacks
and connections), space heaters, air conditioning equipment, air lines, fire
sprinkler systems, security systems, carpets, window coverings, wall coverings,
and n/a (collectively, the "Improvements").

3. PURCHASE PRICE.

   3.1 The purchase price (the "Purchase Price") to be paid by Buyer to Seller
for the Property shall be $3,050,000 payable as follows:

<TABLE>
<S>                                                                                           <C> 
        (a) Cash down payment, including the Deposit as defined in paragraph 4.3 
            (or if an all cash transaction, the Purchase Price):                              $  250,000
                                                                                              ----------
                      Total Purchase Price:                                                   $3,050,000
                                                                                              ==========
</TABLE>

   3.2 If an Existing Deed of Trust permits the beneficiary thereof to require
payment of a transfer fee as a condition to the transfer of the Property subject
to such Existing Deed of Trust, Buyer agrees to pay transfer fees and costs of
up to one and one-half percent (1 1/2%) of the unpaid principal balance of the
applicable Existing Note.

4. DEPOSITS.

   4.1 Buyer will deliver funds the sum of $250,000.00 payable to Texas State
Title Company immediately upon mutual execution of this agreement, to be (check
applicable box) [ ] forthwith deposited in the payees' trust account [ ] held
uncashed until the Date of Agreement. When cashed, the check shall be deposited
into the payee's trust account to be applied toward the Purchase Price of the
Property at the Closing, as defined in paragraph 8.3. Should Buyer and Seller
not enter into an agreement for purchase and sale, Buyer's check or funds shall,
upon request by Buyer, be promptly returned to Buyer.

   4.2 Subject to the satisfaction of all contingencies specified herein, Buyer
shall deposit with Escrow Holder the additional sum of $ none to be applied to
the Purchase Price at the Closing.

   4.3 The funds deposited with Escrow Holder by or on behalf of Buyer under
paragraphs 4.1 and 4.2 above (collectively the "Deposit"), shall be deposited by
Escrow Holder in such State or Federally chartered bank as Buyer may select and
in such interest-bearing account or accounts as Escrow Holder or Broker(s) deem
appropriate and consistent with the timing requirements of this transaction. The
interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges
that there may be penalties or interest forfeitures if the applicable instrument
is redeemed prior to its specified maturity.

Buyer's Federal Tax Identification Number is 95-3519027

7. REAL ESTATE BROKERS.

   7.1 The following real estate broker(s) (collectively, the "Brokers") and
brokerage relationships exist in this transaction and are consented to by the
parties (check applicable boxes): 

[X]   Riverstone Realty Advisors, L.L.P. represents the Seller exclusively
      ("SELLER'S BROKER")

[X]   The Weatherby Co . represents Buyer exclusively ("BUYER'S BROKER"); or

[ ]   represents both Seller and Buyer ("DUAL AGENCY"). (Also see Paragraph 26.)

(the "Broker(s)"), all such named Broker(s) being the procuring cause(s) of this
Agreement. See paragraph 26 for Disclosures Regarding the Nature of a Real
Estate Agency Relationship. Buyer shall use the services of Buyer's Broker
exclusively in connection with any and all negotiations and offers with respect
to the property described in paragraph 2.1 for a period of one year from the
date above.

   7.2 Buyer and Seller each represent and warrant to the other that he/she/it
has had no dealings with any person, firm, broker or finder in connection with
the negotiation of this Agreement and/or the consummation of the purchase and
sale contemplated herein, other than the Broker(s) named in paragraph 7.1, and
no broker or other person, firm or entity, other than said Broker(s) is/are
entitled to any commission or finder's fee in connection with this transaction
as the result of any dealings or acts of such Party. Buyer and Seller do each
hereby agree to indemnify, defend, protect and hold the other harmless from and
against any costs, expenses or liability for compensation, commission or charges
which may be claimed by any broker, finder or other similar party, other than
said named Broker(s) by reason of any dealings or act of the Indemnifying Party.

8. ESCROW AND CLOSING.

   8.1 Upon acceptance hereof by Seller, this Agreement, including any
counter-offers incorporated herein by the Parties, shall constitute not only the
agreement of purchase and sale between Buyer and Seller, but also instructions
to Escrow Holder for the consummation of the Agreement through the Escrow.
Escrow Holder shall not prepare any further escrow instructions restating or
amending this Agreement unless specifically so instructed by the Parties of a
Broker herein.

   8.2 Escrow Holder is hereby authorized and instructed to conduct the Escrow
in accordance with this Agreement, applicable law, custom and practice of the
community in which Escrow Holder is located, including any reporting
requirements of the Internal Revenue Code. In the event of a conflict between
the law of the state where the Property is located and the law of the state
where the Escrow Holder is located, the law of the state where the Property is
located shall prevail.

   8.3 Subject to satisfaction of the contingencies herein described, Escrow
Holder shall close this escrow (the "Closing") by recording the grant deed and
other documents required to be recorded and by disbursing the funds and
documents in accordance with this Agreement.

   8.4 If this transaction is terminated for non-satisfaction and non-waiver of
a Buyer's Contingency, as defined in paragraph 9.4, then neither of the Parties
shall thereafter have any liability to the other under this Agreement, except to
the extent of the breach of any affirmative covenant or warranty in this
Agreement that may have been involved. In the event of such termination, Buyer
shall be promptly refunded all funds deposited by or on behalf of Buyer with a
Broker, Escrow Holder or Seller, less only Title Company and Escrow Holder
cancellation fees and costs, all of which shall be Buyer's obligation.

   8.5 The Closing shall occur on the Expected Closing Date, or as soon
thereafter as the escrow is in condition for Closing; provided, however, that if
the Closing does not occur by the Expected Closing Date and the Expected Closing
Date is not extended by mutual instructions of the Parties, a Party hereto not
then in default under this Agreement may notify the other Party, Escrow Holder,
and Broker(s), in writing that, unless the Closing occurs within five (5)
business days following said notice, the Escrow and this Agreement shall be
deemed terminated without further notice or instructions.


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   8.6 Should the Closing not occur during said five (5) day period, this
Agreement and Escrow shall be deemed terminated and Escrow Holder shall
forthwith return all monies and documents, less only Escrow Holder's reasonable
fees and expenses, to the Party who deposited them. Such Party shall indemnify
and hold Escrow Holder harmless in connection with such return. However, no
refunds or documents shall be returned to a party claimed by written notice to
Escrow Holder to be in default under this Agreement.

   8.7 Except as otherwise provided herein, the termination of Escrow and this
Agreement and/or the return of deposited funds or documents shall not relieve or
release either Buyer or Seller from any obligation to pay Escrow Holder's fees
and costs or constitute a waiver, release or discharge of any breach or default
that has occurred in the performance of the obligations, agreements, covenants
or warranties contained herein.

   8.8 If this Agreement terminates for any reason other than Seller's breach or
default, then at Seller's request, and as a condition to the return of Buyer's
deposit, Buyer shall within five (5) days after written request deliver to
Seller, at no charge, copies of all surveys, engineering studies, soil reports,
maps, master plans, feasibility studies and other similar items prepared by or
for Buyer that pertain to the Property.

9. CONTINGENCIES TO CLOSING.

   9.1 The Closing of this transaction is contingent upon the satisfaction or
waiver of the following contingencies:

       (a) Disclosure. Buyer's receipt and written approval, within ten (10)
days after delivery to Buyer, of a completed Property Information Sheet (the
"Property Information Sheet"), concerning the Property, duly executed by or on
behalf of Seller in the current form or equivalent to that published by the
American Industrial Real Estate Association (the "A.I.R."). Seller shall provide
Buyer with the Property Information Sheet within ten (10) days following the
Date of Agreement. See also paragraph 2.5 for possible additional disclosure and
contingency regarding a "Commercial Property Earthquake Weakness Disclosure
Report."

       (b) Physical Inspection. Buyer's written approval, within ten (10) days
following the later of the Date of Agreement or receipt by Buyer of the Property
Information Sheet, of an inspection by Buyer, at Buyer's expense, of the
physical aspects of the Property.

       (c) Hazardous Substance Conditions Report. Buyer's written approval,
within One (1) day following the later of the Date of Agreement or receipt by
Buyer of the Property Information Sheet, of a Hazardous Substance Conditions
Report concerning the Property and relevant adjoining properties. Such report
will be obtained at Buyer's direction and expense. A "Hazardous Substance" for
purposes of this Agreement is defined as any substance whose nature and/or
quantity of existence, use, manufacture, disposal or effect, render it subject
to Federal, state or local regulation, Investigation, remediation or removal as
potentially injurious to public health or welfare. A "Hazardous Substance
Condition" for purposes of this Agreement is defined as the existence on, under
or relevantly adjacent to the Property of a Hazardous Substance that would
require remediation and/or removal under applicable Federal, state or local law.

       (d) Soil Inspection. Buyer's written approval, within One (1) day; after
the later of the Date of Agreement or receipt by Buyer of the Property
Information Sheet, of a soil test report concerning the Property. Said report
shall be obtained at Buyer's direction and expense. Seller shall promptly
provide to Buyer copies of any existing soils reports that Seller may have.

       (e) Governmental Approvals. Buyer's receipt, within fifteen (15) days of
the Date of Agreement, of all approvals and permits from governmental agencies
or departments which have or may have jurisdiction over the Property which Buyer
deems necessary or desirable in connection with its intended use of the
Property, including, but not limited to, permits and approvals required with
respect to zoning, planning, building and safety, fire, police, handicapped
access, transportation and environmental matters. Buyer's failure to deliver to
Escrow Holder and Seller written notice terminating this Agreement prior to the
expiration of said fifteen (15) day period as a result of Buyer's failure to
obtain such approvals and permits shall be conclusively deemed to be Buyer's
waiver of this condition to Buyer's obligations under this Agreement.

       (f) Condition of Title. Buyer's written approval of a current preliminary
title report concerning the Property (the "PTR") issued by the Title Company, as
well as all documents (the"Underlying Documents") referred to in the PTR, and
the issuance by the Title Company of the title policy described in 10.1. Seller
shall cause the PTR and all Underlying Documents to be delivered to Buyer
promptly after the Date of Agreement. Buyer's approval is to be given within ten
(10) days after receipt of said PTR and legible copies of all Underlying
Documents. The disapproval by Buyer of any monetary encumbrance, which by the
terms of this Agreement is not to remain against the Property after the Closing,
shall not be considered a failure of this condition, as Seller shall have the
obligation, at Seller's expense, to satisfy and remove such disapproved monetary
encumbrance at or before the Closing.

       (g) Survey. Buyer's written approval, within One (1) day; after receipt
of the PTR and Underlying Documents, of an ALTA title supplement based upon a
survey prepared to American Land Title Association (the "ALTA") standards for an
owner's policy by a licensed surveyor, showing the legal description and
boundary lines of the Property, any easements of record, and any improvements,
poles, structures and things located within ten (10) feet either side of the
Property boundary lines. The survey shall be prepared at Buyer's direction and
expense. If Buyer has obtained a survey and approved the ALTA title supplement,
Buyer may elect within the period allowed for Buyer's approval of a survey to
have an ALTA extended coverage owner's form of title policy, in which event
Buyer shall pay any additional premium attributable thereto.

       (h) Existing Leases and Tenancy Statements. Buyer's written approval,
within ten (10) days after receipt of legible copies of all leases, subleases or
rental arrangements (collectively the "Existing Leases") affecting the Property,
and a statement (the "Tenancy Statement") in the latest form or equivalent to
that published by the A.I.R., executed by Seller and each tenant and subtenant
of the Property. Seller shall use its best efforts to provide Buyer with said
Existing Leases and Tenancy Statements promptly after the Date of Agreement.

       (i) Other Agreements. Buyer's written approval, within ten (10) days
after receipt, of a copy of any other agreements ("Other Agreements") known to
Seller that will affect the Property beyond the Closing. Seller shall cause said
copies to be delivered to Buyer promptly after the Date of Agreement.

       (j) Financing. If paragraph 5 hereof dealing with a financing contingency
has not been stricken, the satisfaction or waiver of such New Loan contingency.

       (k) Existing Notes. If paragraph 3.1(c) has not been stricken, Buyer's
written approval, within ten (10) days after receipt, of conformed and legible
copies of the Existing Notes, Existing Deeds of Trust and related agreements
(collectively the "Loan Documents") to which the Property will remain subject
after the Closing, including a beneficiary statement (the "Beneficiary
Statement") executed by the holders of the Existing Notes confirming: (1) the
amount of the unpaid principal balance, the current interest rate, and the date
to which interest is paid, and (2) the nature and amount of any impounds held by
the beneficiary in connection with said loan. Seller shall use its best efforts
to provide Buyer with said Loan Documents and Beneficiary Statement promptly
after the Date of Agreement. Buyer's obligation to close is further conditioned
upon Buyer's being able to purchase the Property without acceleration or change
in the terms of any Existing Notes or charges to Buyer except as otherwise
provided in this Agreement or approved by Buyer, provided, however, Buyer shall
pay the transfer fee referred to in paragraph 3.2 hereof.

       (l) Destruction, Damage or Loss. There shall not have occurred prior to
the Closing, a destruction of, or damage or loss to, the Property or any portion
thereof, from any cause whatsoever, which would cost more than $10,000.00 to
repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller
shall repair or cure the loss prior to the Closing. Buyer shall have the option,
within ten (10) days after receipt of written notice of a loss costing more than
$10,000.00 to repair or cure, to either terminate this transaction or to
purchase the Property notwithstanding such loss, but without deduction or offset
against the Purchase Price. If the cost to repair or cure is more than
$10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall
be entitled to any insurance proceeds applicable to such loss. Unless otherwise
notified in writing by either Party or Broker, Escrow Holder shall assume no
destruction, damage or loss costing more than $10,000.00 to repair or cure has
occurred prior to Closing.

        (m) Material Change. No Material Change, as hereinafter defined, shall
have occurred with respect to the Property that has not been approved in writing
by Buyer. For purposes of this Agreement, a "Material Change" shall be a change
in the status of the use, occupancy, tenants, or condition of the Property as
reasonably expected by the Buyer, that occurs after the date of this offer and
prior to the Closing. Buyer shall have ten (10) days following receipt of
written notice from any source of any such Material Change within which to
approve or disapprove same. Unless otherwise notified in writing by either Party
or Broker, Escrow Holder shall assume that no Material Change has occurred prior
to the Closing.

       (n) Seller Performance. The delivery of all documents and the due
performance by Seller of each and every undertaking and agreement to be
performed by Seller under this Agreement.

       (o) Breach of Warranty. That each representation and warranty of Seller
herein be true and correct as of the Closing. Escrow Holder shall assume that
this condition has been satisfied unless notified to the contrary in writing by
Buyer or Broker(s) prior to the Closing.

       (p) Broker's Fee. Payment at the Closing of such Broker's Fee as is
specified in this Agreement or later written instructions to Escrow Holder
executed by Seller and Broker(s). It is agreed by Buyer, Seller and Escrow
Holder that Broker(s) is/are a third party beneficiary of this Agreement insofar
as the Broker's fee is concerned, and that no change shall be made by Buyer.
Seller or Escrow Holder with respect to the time of payment, amount of payment,
or the conditions to payment of the Broker's fee specified in this Agreement,
without the written consent of Broker(s).

   9.2 All of the contingencies specified in sub-paragraphs (a) through (o) of
paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be
elsewhere herein referred to as "Buyer Contingencies."

   9.3 If Buyer shall fail, within the applicable time specified, to approve or
disapprove in writing to Escrow Holder, Seller and the other Party's Broker, any
item, matter or document subject to Buyer's approval under the terms of this
Agreement, it shall be conclusively presumed that Buyer has approved such item,
matter or document. Buyer's conditional approval shall constitute a disapproval,
unless provision is made by the Seller within the time specified therefor by the
Buyer in the conditional approval or by this Agreement, whichever is later, for
the satisfaction of the condition imposed by the Buyer.

   9.4 If any Buyer's Contingency is not satisfied or if Buyer disapproves any
matter subject to its approval within the time period applicable thereto
("Disapproved Item"), Seller shall have the right within ten (10) days following
the expiration of the time period applicable to such Buyer Contingency or
receipt of notice of Buyer's disapproval, as the case may be, to elect to cure
such Disapproved Item prior to the Expected Closing Date ("Seller's Election").
Seller's failure to give to Buyer within said ten (10) day period, written
notice of Seller's commitment to cure such Disapproved Item on or before the
Expected Closing Date shall be conclusively presumed to be Seller's Election not
to cure such Disapproved Item. If Seller elects, either by written notice or
failure to give written notice, not to cure a Disapproved Item, Buyer shall have
the election, within ten (10) days after Seller's Election to either accept
title to the Property subject to that Disapproved Item, or to terminate this
transaction. Buyer's failure to elect termination by written notice to Seller
within said ten (10) days period shall constitute Buyer's election to accept
title to the Property subject to that Disapproved Item without deduction or
offset. Unless expressly provided otherwise herein, Seller's right to cure shall
not apply to Hazardous Substance Conditions referenced in paragraph 9.1(c) or to
the Financing Contingency set forth in paragraph 5. Unless the parties mutually
instruct otherwise, if the time periods for the satisfaction of contingencies or
for Seller's and Buyer's said Elections would expire on a date after the
Expected Closing Date, the Expected Closing Date shall be deemed extended to
coincide with the expiration of three (3) business days following the expiration
of: (a) the applicable contingency period(s), (b) the period within which the
Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to
cure, the period within which Buyer may elect to terminate this transaction,
whichever is later.

   9.5 Buyer understands and agrees that until such time as all Buyer's
Contingencies have been satisfied or waived, Seller and/or its agents may
solicit, entertain and/or accept back-up offers to purchase the subject Property
in the event the transaction covered by this Agreement is not consummated.


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   9.6 As defined in subparagraph 9.1(c), Buyer and Seller acknowledge that
extensive local, state and Federal legislation establish broad liability upon
owners and/or users of real property for the investigation and remediation of a
Hazardous Substance Condition. The determination of the existence of a Hazardous
Substance Condition and the evaluation of the impact of such a condition are
highly technical and beyond the expertise of Broker(s). Buyer and Seller
acknowledge that they have been advised by Broker(s) to consult their own
technical and legal experts with respect to the possible Hazardous Substance
Condition aspects of this Property or adjoining properties, and Buyer and Seller
are not relying upon any investigation by or statement of Broker(s) with respect
thereto. Buyer and Seller hereby assume all responsibility for the impact of
such Hazardous Substance Conditions upon their respective interests herein.



10. DOCUMENTS REQUIRED AT CLOSING:

   10.1 Escrow Holder shall cause to be issued to Buyer a standard coverage (or
ALTA extended, if so elected under paragraph 9.1(f)) owner's form policy of
title insurance effective as of the Closing, issued by the Title Company in the
full amount of the Purchase Price, insuring title to the Property vested in
Buyer, subject only to the exceptions approved by Buyer. In the event there is a
Purchase Money Deed of Trust in this transaction, the policy of title insurance
shall be a joint protection policy insuring both Buyer and Seller.

   "IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE
TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY
BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE
PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN
ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING."

   10.2 Seller shall deliver or cause to be delivered to Escrow Holder in time
for delivery to Buyer at the Closing, an original ink signed:

       (a) Grant deed (or equivalent), duly executed and in recordable form,
conveying fee title to the Property to Buyer.

       (b) If paragraph 3.1(c) has not been stricken, the Beneficiary Statements
concerning Existing Note(s).

       (c) if applicable, the Existing Leases and Other Agreements together with
duly executed assignments thereof by Seller and Buyer. The assignment of
Existing Leases shall be on the most recent Assignment and Assumption of
Lessor's interest in Lease form published by the A.I.R. or its equivalent.

       (d) If applicable, the Tenancy Statements executed by Seller and the
Tenant(s) of the Property.

       (e) An affidavit executed by Seller to the effect that Seller is not a
"foreign person" within the meaning of Internal Revenue Code Section 1445 or
successor statutes. If Seller does not provide such affidavit in form reasonably
satisfactory to Buyer at least three (3) business days prior to the Closing,
Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to
Internal Revenue Service such sum as is required by applicable Federal law with
respect to purchases from foreign sellers.

   10.3 Buyer shall deliver or cause to be delivered to Seller through escrow:

       (a) The cash portion of the Purchase Price and such additional sums as
are required of Buyer under this Agreement for prorations, expenses and
adjustments. The balance of the cash portion of the Purchase Price, including
Buyer's escrow charges and other cash charges, if any, shall be deposited by
Buyer with Escrow Holder, by cashier's check drawn upon a local major banking
institution, federal funds wire transfer, or any other method acceptable to
Escrow Holder as immediately collectable funds, no later than 11:00 o'clock A.M.
on the business day prior to the Expected Closing Date.

       (b) If a Purchase Money Note and Purchase Money Deed of Trust are called
for by this Agreement, the duly executed originals of those documents, the
Purchase Money Deed of Trust being in recordable form, together with evidence of
fire insurance on the improvements in the amount of the full replacement cost
naming Seller as a mortgage loss payee, and a real estate tax service contract
(at Buyer's expense), assuring Seller of notice of the status of payment of real
property taxes during the life of the Purchase Money Note.

       (c) The assumption portion of the Assignment and Assumption of Lessor's
Interest in Lease form specified in paragraph 10.2(c), above, duly executed by
Buyer with respect to the obligations of the Lessor accruing after the Closing
as to each Existing Lease.

       (d) Assumptions duly executed by Buyer of the obligations of Seller that
accrue after Closing under any Other Agreements.

       (e) If applicable, a written assumption duly executed by Buyer of the
loan documents with respect to Existing Notes.

11. PRORATIONS, EXPENSES AND ADJUSTMENTS.

   11.1 Taxes. Real property taxes payable by the owner of the Property shall be
prorated through Escrow as of the date of the Closing, based upon the latest tax
bill available. The Parties agree to prorate as of the Closing any taxes
assessed against the Property by supplement bill levied by reason of events
occurring prior to the Closing. Payment shall be made promptly in cash upon
receipt of a copy of any such supplement bill of the amount necessary to
accomplish such proration. Seller shall pay and discharge in full at or before
the Closing the unpaid balance of any special assessment bonds, necessary to
accomplish such proration. Seller shall pay and discharge in full at or before
the Closing the unpaid balance of any special assessment bonds.

   11.2 Insurance. If Buyer elects to take an assignment of the existing
casualty and/or liability insurance that is maintained by Seller, the current
premium therefor shall be prorated through Escrow as of the date of Closing.

   11.3 Rentals, Interest and Expenses. Collected rentals, interest on Existing
Notes, utilities and operating expenses shall be prorated as of the date of
Closing. The Parties agree to promptly adjust between themselves outside of
Escrow any rents received after the Closing.

   11.4 Security Deposit. Security Deposits held by Seller shall be given to
Buyer by a credit to the cash required of Buyer at the Closing.

   11.5 Post Closing Matters. Any item to be prorated that is not determined or
determinable at the Closing shall be promptly adjusted by the Parties by
appropriate cash payment outside of the Escrow when the amount due is
determined.

   11.6 Escrow Costs and Fees. Buyer and Seller shall each pay one-half of the
Escrow Holder's charges and Seller shall pay the usual recording fees and any
required documentary transfer taxes. Seller shall pay the premium for a standard
coverage owner's or joint protection policy of title insurance.

12. REPRESENTATION AND WARRANTIES OF SELLER AND DISCLAIMER.

   12.1 Seller's warranties and representations shall survive the Closing and
delivery of the deed, and, unless otherwise noted herein, are true, material and
relied upon by Buyer and Broker(s) in all respects, both as of the Date of
Agreement, and as of the date of Closing. Seller hereby make the following
warranties and representations to Buyer and Broker(s):

       (a) Authority of Seller. Seller is the owner of the Property and/or has
the full right, power and authority to sell, convey and transfer the Property to
Buyer as provided herein, and to perform Seller's obligations hereunder.

       (b) Maintenance During Escrow and Equipment Condition At Closing. EXCEPT
as otherwise provided in paragraph 9.1(i) hereof dealing with destruction,
damage or loss, Seller shall maintain the Property until the Closing in its
present condition, ordinary wear and tear excepted. The heating, ventilating,
air conditioning, plumbing, elevators, loading doors and electrical systems
shall be in good operating order and condition at the time of Closing.

       (c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except
as otherwise disclosed to Buyer in writing, of the existence or prior existence
on the Property of any Hazardous Substance (as defined in paragraph 9.1(c)), nor
of the existence or prior existence of any above or below ground storage tank or
tanks.

       (d) Compliance. Seller has no knowledge of any aspect or condition of the
Property which violates applicable laws, rules, regulations, codes, or
covenants, conditions or restrictions, or of improvements or alterations made to
the Property without a permit where one was required, or of any unfulfilled
order or directive of any applicable governmental agency or casualty insurance
company that any work of investigation, remediation, repair, maintenance or
improvement is to be performed on the Property.

       (e) Changes in Agreements. Prior to the Closing, Seller will not violate
or modify, orally or in writing, any Existing Lease or Other Agreement, or
create any new leases or other agreements affecting the Property, without
Buyer's written approval, which approval will not be unreasonably withheld.

       (f) Possessory Rights. Seller has no knowledge that anyone will, at the
Closing, have any right to possession of the Property, except as disclosed by
this Agreement or otherwise in writing to Buyer.

       (g) Mechanics' Liens. There are no unsatisfied mechanic's or
materialman's lien rights concerning the Property.

       (h) Actions, Suits or Proceedings. Seller has no knowledge of any
actions, suits or proceedings pending or threatened before any commission,
board, bureau, agency, instrumentally, arbitrator(s) court or tribunal that
would affect the Property or the right to occupy or utilize same.

       (i) Notice of Changes. Seller will promptly notify Buyer and Broker(s) in
writing of any Material Change (as defined in paragraph 9.1(m)) affecting the
Property that becomes known to Seller prior to the Closing.

       (j) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge
that any tenant of the Property is the subject of a bankruptcy or insolvency
proceeding.

       (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a
bankruptcy, insolvency or probate proceeding.

   12.2 Buyer hereby acknowledges that, except as otherwise stated in this
Agreement, Buyer is purchasing the Property in its existing condition and will,
by the time called for herein, make or have waived all inspections of the
Property Buyer believes are necessary to protect its own interest in, and its
contemplated use of, the Property. The Parties acknowledge that, except as
otherwise stated in this Agreement, no representations, inducements, promises,
agreements, assurances, oral or written, concerning the Property, or any aspect
of the Occupational Safety and Health Act, hazardous substance laws, or any
other act, ordinance or law, have been made by either Party or Broker, or relied
upon by either Party hereto.

13. POSSESSION.

   13.1 Possession of the Property shall be given to Buyer at the Closing
subject to the rights of tenants under Existing Leases.

14. BUYER'S ENTRY.

--------                                                                --------
Initials                                                                Initials
<PAGE>   5

   14.1 At any time during the Escrow period, Buyer, and its agents and
representatives, shall have the right at reasonable times and subject to rights
of tenants under Existing Leases, to enter upon the Property for the purpose of
making inspections and tests specified in this Agreement. Following any such
entry or work, unless otherwise directed in writing by Seller, Buyer shall
return the Property to the condition it was in prior to such entry or work,
including the recompaction or removal of any disrupted soil or material as
Seller may reasonably direct. All such inspections and tests and any other work
conducted or materials furnished with respect to the Property by or for Buyer
shall be paid for by Buyer as and when due and Buyer shall indemnify, defend,
protect and hold harmless Seller and the Property of and from any and all
claims, liabilities, demands, losses, costs, expenses (including reasonable
attorney's fees), damages or recoveries, including those for injury to person or
property, arising out of or relating to any such work or materials or the acts
or omissions of Buyer, its agents or employees in connection therewith.

15. FURTHER DOCUMENTS AND ASSURANCES.

   15.1 Buyer and Seller shall each, diligently and in good faith, undertake all
actions and procedures reasonably required to place the Escrow in condition for
Closing as and when required by this Agreement. Buyer and Seller agree to
provide all further information, and to execute and deliver all further
documents and instruments, reasonably required by Escrow Holder or the Title
Company.

16. ATTORNEYS' FEES.

   16.1 In the event of any litigation or arbitration between the Buyer, Seller,
and Broker(s), or any of them, concerning this transaction, the prevailing party
shall be entitled to reasonable attorney's fees and costs. The attorneys' fee
award shall not be computed in accordance with any court fee schedule, but shall
be such as to fully reimburse all attorneys' fees reasonably incurred in good
faith.

17. PRIOR AGREEMENTS/AMENDMENTS.

   17.1 The contract in effect as of the Date of Agreement supersedes any and
all prior agreements between Seller and Buyer regarding the Property.

   17.2 Amendments to this Agreement are effective only if made in writing and
executed by Buyer and Seller.

18. BROKER'S RIGHTS.

   18.1 If this sale shall not be consummated due to the default of either the
Buyer or Seller, the defaulting party shall be liable to and shall pay to
Broker(s) the commission that Broker(s) would have received had the sale been
consummated. This obligation of Buyer, if Buyer is the defaulting party, is in
addition to any obligation with respect to liquidated damages.

   18.2 Upon the Closing. Broker(s) is/are authorized to publicize the facts of
this transaction.

19. NOTICES.

   19.1 Whenever any Party hereto, Escrow Holder or Broker(s) herein shall
desire to give or serve any notice, demand, request, approval or other
communication, each such communication shall be in writing and shall be
delivered personally, by messenger or by mail, postage prepaid, addressed as set
forth adjacent to that party's or Broker's signature on this Agreement or by
telecopy with receipt confirmed by telephone. Service of any such communication
shall be deemed made on the date of actual receipt at such address.

   19.2 Any Party or Broker hereto may from time to time, by notice in writing
served upon the other Party as aforesaid, designate a different address to
which, or a different person or additional persons to whom, all communications
are thereafter to be made.

20. DURATION OF OFFER.

   20.1 If this offer shall not be accepted by Seller on or before 5:00 p.m.
according to the time standard applicable to the city of Los Angeles, CA on the
date of February 20, 1998, it shall be deemed automatically revoked.

   20.2 The acceptance of this offer, or of any subsequent counter-offer hereto,
that creates an agreement between the Parties as described in paragraph 1.2,
shall be deemed made upon delivery to the other Party or either Broker herein of
a duly executed writing unconditionally accepting the last outstanding offer or
counter-offer.


21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if
initialled by both parties.)

   21.1 THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT
TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE
ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $250,000 PLUS INTEREST, IF ANY,
ACCRUED THEREON. UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED
FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE
COMPANY CHARGES SHALL BE PAID BY SELLER.


           --------------------------        -----------------------------
                 BUYER INITIALS                     SELLER INITIALS

22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is
applicable only if initiated by both parties and is subject to paragraph 23,
below.)

   22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED
DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE
DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES (the
"COMMERCIAL RULES") OF, THE AMERICAN ARBITRATION ASSOCIATION. HEARINGS ON SUCH
ARBITRATION SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH
CONTROVERSY SHALL BE ARBITRATED BY THREE (3) ARBITRATORS WHO SHALL BE IMPARTIAL
REAL ESTATE BROKERS WITH AT LEAST FIVE (5) FULL TIME YEARS OF EXPERIENCE IN THE
AREA WHERE THE PROPERTY IS LOCATED, IN THE TYPE OF REAL ESTATE THAT IS THE
SUBJECT OF THIS AGREEMENT AND SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE
ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH
APPLICABLE LAW AND THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT,
AS THE SAME MAY HAVE BEEN DULY MODIFIED IN WRITING BY THE PARTIES PRIOR TO THE
ARBITRATION. UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING SCHEDULED AT
THE REQUEST OF EITHER PARTY, SUCH PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED
AS IS AUTHORIZED UNDER THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO
ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED AT LEAST TWO (2) OF THE
THREE (3) ARBITRATORS, BE RENDERED WITHIN PARTY THIRTY (30) DAYS AFTER THE
CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD
IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY
DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

   22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL
NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD
TO THE SELLER OF LIQUIDATION DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A
BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

   22.3 NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION. YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO
THIS ARBITRATION PROVISION IS VOLUNTARY.

XXX
--------                                                                --------
Initials                                                                Initials
<PAGE>   6

   WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
TO NEUTRAL ARBITRATION.

           --------------------------        -----------------------------
                 BUYER INITIALS                     SELLER INITIALS

23. APPLICABLE LAW.

   23.1 This Agreement shall be governed by, and paragraph 22.3 amended to refer
to, the laws of the state in which the Property is located.

24. TIME OF ESSENCE.

   24.1 Time is of the essence of this Agreement.

25. COUNTERPARTS.

   25.1 This Agreement may be executed by Buyer and Seller in counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one and the same instrument. Escrow Holder, after verifying that the
counterparts are identical except for the signatures, is authorized and
instructed to combine the signed signature pages on one of the counterparts,
which shall then constitute the Agreement.

26. DISCLOSURES REGARDING THE NATURE OF A REAL ESTATE AGENCY RELATIONSHIP.

   26.1 The Parties and Broker(s) agree that their relationship(s) shall be
governed by the principles set forth in California Civil Code, Section 2375, as
summarized in the following paragraph 26.2.

   26.2 When entering into a discussion with a real estate agent regarding a
real estate transaction, a Buyer or Seller should from the outset understand
what type of agency relationship or representation it has with the agent in the
transaction. Buyer and Seller acknowledge being advised by the Broker(s) in this
transaction, as follows:

       (a) Seller's Agent. A Seller's agent under a listing agreement with the
Seller acts as the agent for the Seller only. A Seller's agent or subagent has
the following affirmative obligations: (1) To the Seller. A fiduciary duty of
utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To
the Buyer and the Seller: a. Diligent exercise of reasonable skill and care in
performance of the agent's duties. b. A duty of honest and fair dealing and good
faith. c. a duty to disclose all facts known to the agent materially affecting
the value or desirability of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to
reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.

       (b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to
act as agent for the Buyer only. In these situations, the agent is not the
Seller's agent, even if by agreement the agent may receive compensation for
services rendered, either in full or in part from the Seller. An agent acting
only for a Buyer has the following affirmative obligations. (1) To the Buyer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with
the Buyer. (2) To the Buyer and the Seller: a. diligent exercise of reasonable
skill and care in performance of the agent's duties. b. A duty of honest and
fair dealing and good faith. c. A duty to disclose all facts known to the agent
materially affecting the value or desirability of the property that are not
known to, or within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential information
obtained from the other party which does not involve the affirmative duties set
forth above.

       (c) Agent Representing Both Seller and Buyer. A real estate agent, either
acting directly or through one ore more associate licenses, can legally be the
agent of both the Seller and the Buyer in a transaction, but only with the
knowledge and consent of both the Seller and the Buyer. (1) In a dual agency
situation, the agent has the following affirmative obligations to both the
Seller and the Buyer: a. A fiduciary duly of utmost care, integrity, honesty and
loyalty in the dealings with either Seller or the Buyer. b. Other duties to the
Seller and the Buyer as stated above in their respective sections (a) or (b) of
this paragraph 26.2. (2) In representing both Seller and Buyer, the agent may
not without the express permission of the respective Party, disclose to the
other Party that the Seller will accept a price less than the listing price or
that the Buyer will pay a price greater than the price offered. (3) The above
duties of the agent in a real estate transaction do not relieve a Seller or
Buyer from the responsibility to protect their own interests. Buyer and Seller
should carefully read all agreements to assure that they adequately express
their understanding of the transaction. A real estate agent is a person
qualified to advise about real estate. If legal or tax advise is desired,
consult a competent professional.

       (d) Further Disclosures. Throughout this transaction Buyer and Seller may
receive more than one disclosure, depending upon the number of agents assisting
in the transaction. Buyer and Seller should each read its contents each time it
is presented, considering the relationship between them and the real estate
agent in this transaction and that disclosure.

   26.3 Confidential Information: Buyer and Seller agree to identify to
Broker(s) as "Confidential" any communication or information given Broker(s)
that is considered by such Party to be confidential.

   27. ADDITIONAL PROVISIONS:

   Additional provisions of this offer, if any, are as follows or are attached
hereto by an addendum consisting of paragraphs ______ through ______. (It will
be presumed no other provisions are included unless specified here.)

                                  SEE ADDENDUM

--------                                                                --------
Initials                                                                Initials
<PAGE>   7

BUYER AND SELLER HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN AND ARE NOW ADVISED BY
THE BROKER(S) TO CONSULT AND RETAIN THEIR OWN EXPERTS TO ADVISE AND REPRESENT
THEM CONCERNING THE LEGAL AND INCOME TAX EFFECTS OF THIS AGREEMENT, AS WELL AS
THE CONDITION AND/OR LEGALITY OF THE PROPERTY, THE IMPROVEMENTS AND EQUIPMENT
THEREIN, THE SOIL THEREOF, THE CONDITION OF TITLE THERETO, THE SURVEY THEREOF,
THE ENVIRONMENTAL ASPECTS THEREOF, THE INTENDED AND/OR PERMITTED USAGE THEREOF,
THE EXISTENCE AND NATURE OF TENANCIES THEREIN, THE OUTSTANDING OTHER AGREEMENTS,
IF ANY, WITH RESPECT THERETO, AND THE EXISTING OR CONTEMPLATED FINANCING
THEREOF, AND THAT THE BROKER(S) IS/ARE NOT TO BE RESPONSIBLE FOR PURSUING THE
INVESTIGATION OF ANY SUCH MATTERS UNLESS EXPRESSLY OTHERWISE AGREED TO IN
WRITING BY BROKER(S) AND BUYER OR SELLER.

                     THIS FORM IS NOT FOR USE IN CONNECTION
                     WITH THE SALE OF RESIDENTIAL PROPERTY.

IF THIS AGREEMENT HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO
YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY
THE REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE
TRANSACTION INVOLVED HEREIN. THE UNDERSIGNED BUYER OFFERS AND AGREES TO BUY THE
PROPERTY ON THE TERMS AND CONDITIONS STATED AND ACKNOWLEDGES RECEIPT OF A COPY
HEREOF.

BROKER:                                     BUYER:

The Weatherby Co.                           THE SPORTS CLUB COMPANY, INC.
----------------------------------------    ------------------------------------
By /s/ W. J. Weatherby     Date 3/5/98      By /s/ Mark Spino       Date 3/5/98
----------------------------------------    ------------------------------------
Name Printed:  W. J. Weatherby              Name Printed:    Mark Spino
----------------------------------------    ------------------------------------
Title: Owner                                Title:  Vice President
----------------------------------------    ------------------------------------
11100 Santa Monica Blvd., No. 300           11100 Santa Monica Blvd., No. 300
----------------------------------------    ------------------------------------
Address                                     Address

Los Angeles, CA 90025                       Los Angeles, CA 90025
----------------------------------------    ------------------------------------
(310) 479-5200            (310) 479-8879    (310) 470-5200        (310) 479-8879
----------------------------------------    ------------------------------------
Telephone                 Facsimile No.     Telephone              Facsimile No.

28. ACCEPTANCE.

   28.1 Seller accepts the foregoing offer to purchase the Property and hereby
agrees to sell the Property to Buyer on the terms and conditions therein
specified.

   28.2 Seller acknowledges that Broker(s) has/have been related to locate a
Buyer and is/are the procuring cause of the purchase and sale of the Property
set forth in this Agreement. In consideration of real estate brokerage service
rendered by Broker(s). Seller agrees to pay Broker(s) a real estate brokerage
fee in a sum equal to ____% of the Purchase Price (the "Broker(s) Fee") divided
equally in such shares as said Broker(s) shall direct in writing. As is provided
in paragraph 9.1(p), this Agreement shall serve as an irrevocable instruction to
Escrow Holder to pay such brokerage fee to Broker(s) out of the proceeds
accruing to the account of Seller at the Closing.

   28.3 Seller acknowledges receipt of a copy hereof and authorizes the
Broker(s) to deliver a signed copy to Buyer.

NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY
SELLER UNDER THIS AGREEMENT.

BROKER:                                     SELLER RIVERSTONE REALTY ADVISORS,
                                            LLC

                                            /s/  Peter Appel
----------------------------------------    ------------------------------------
By                    Date                  By   /s/  Peter Appel        Date 

Name Printed:                               Name Printed:  Peter Appel
----------------------------------------    ------------------------------------
Title:                                      Title:         Manager
----------------------------------------    ------------------------------------
                                            343 West Manhattan Avenue
----------------------------------------    ------------------------------------
Address                                     Address
                                            Santa Fe, New Mexico 87501
                                            (505) 988-2700        (505) 988-2793
----------------------------------------    ------------------------------------
Telephone                 Facsimile No.     Telephone              Facsimile No.

THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND NEEDS OF
THE INDUSTRY. ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE MOST
CURRENT FORM: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 SOUTH FLOWER
STREET, SUITE 600, LOS ANGELES, CA 90017. (213) 687-8777.

   (C) COPYRIGHT 1989-BY AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION. ALL RIGHTS
   RESERVED. NO PART OF THESE WORKS MAY BE REPRODUCED IN ANY FORM WITHOUT
   PERMISSION IN WRITING.

                                                               FORM 729-R-3-1/94