REAL ESTATE SALE AGREEMENT
                                       (MAIN PARCEL)


      THIS AGREEMENT is entered into as of September 4, 1996, by
and between the following parties:

      PACIFIC RETAIL TRUST, a Maryland real estate investment
trust, its nominee or assignee ("Purchaser"); and Buckley Square
Associates, a Colorado general partnership ("Seller");


                                         RECITALS

      Seller desires to sell, and Purchaser desires to buy, the
property hereafter described, at the price and on the terms and
conditions hereafter set forth.

      In consideration of the recitals, the mutual covenants
hereafter set forth, One Hundred Dollars ($100) in hand paid by
Purchaser to Seller (for which the parties bargained and agreed
to as consideration for Seller's execution and delivery of this
Agreement, and which amount shall be retained by Seller
notwithstanding any other provision of this Agreement) and other
good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, the parties agree as follows:

      1.    Premises

      The real estate which is the subject of this Agreement is
legally described on Exhibit A (the "Land") and [together with
the real estate described on Exhibit A-1 (the "Out Parcel")] is
commonly known as Buckley Square Shopping Center.  The Land,
together with all improvements and fixtures located thereon (the
"Improvements"), and all the rights, benefits, privileges,
easements, tenements, hereditaments, and appurtenances thereon or
in anyway appertaining to such real property, and all right,
title, and interest of Seller in and to all strips and gores and
any land lying in the bed of any street, road or alley, open or
proposed, adjoining such Land, is referred to as the "Premises".

      2.    Personal Property

      The "Personal Property", as referred to herein, shall
consist of all right, title, and interest of Seller in all
property, tangible and intangible, not constituting part of the
real estate, which is located on or used in connection with the
Premises, including but not limited to furniture, heating,
ventilating, and air conditioning equipment, trade fixtures,
office equipment and supplies, tools and maintenance equipment,
shades and blinds, carpeting, sculptures and art work, plans and
specifications, warranties, guarantees, licenses, permits,
approvals, books and records and trade names and trademarks and
telephone exchange numbers.

      3.    Sale and Conveyance

      Seller agrees to sell to Purchaser, and Purchaser agrees
to buy from Seller, upon the terms and conditions of this
Agreement (i) the entire fee simple estate in the Premises and
(ii) the Personal Property.  The Premises and the Personal
Property are sometimes referred to together as the "Property".

      4.    Survey

      Within fifteen (15) days after the date this Agreement is
fully executed by both Seller and Buyer (the "Execution Date"),
Seller shall deliver to Purchaser, at Seller's expense, ten (10)
copies of an updated survey of the Premises (the "Survey"),
meeting the "Minimum Standard Detail Requirements" for ALTA/ACSM
Land Title Surveys as adopted by the American Land Title
Association/American Society and American Congress on Surveying
and Mapping in 1992 ("Survey Standards"), prepared by Burdick
Engineering Company, with the certificate of the surveyor in the
form of Exhibit B attached hereto and containing a flood plain
certification, which Survey shall be in a form required by the
Title Insurer (hereafter defined) to allow it to issue the title
policy required by this Agreement.

      5.    Title

            (a)    Title to the Premises shall be conveyed to
      Purchaser by a recordable special warranty deed subject
      only to the following matters ("Permitted Exceptions"):

                   (1)  Real estate taxes and assessments not
            due and payable as of the date of Closing (hereafter
            defined);

                   (2)  The Leases (hereafter defined); and

                   (3)  The matters accepted by Purchaser
            pursuant to Paragraph 5(b) below.

            (b)    Seller shall deliver to Purchaser a
      commitment ("Commitment") from North American Title, 44
      Cook Street, Suite 300, Denver, Colorado ("Title Insurer")
      on behalf of an underwriter approved by Purchaser  for the
      title insurance policy described in Paragraph 12(a)(4)
      together with copies of all documents and other matters
      referred to therein, within fifteen (15) days after the
      Execution Date.  The Commitment shall contain the express
      commitment of the Title Insurer to issue the Title Policy
      (hereafter defined) to Purchaser in the amount of the
      Purchase Price, insuring such title to the Property as is
      specified in the Commitment, with the standard printed
      exceptions endorsed or deleted in accordance with
      Paragraph 12(a)(4).

            Purchaser shall be entitled to object to any title
      matters shown on the Commitment or on the Survey, in its
      sole discretion, by a written notice of objections
      delivered to Seller on or before ten (10) business days
      after receipt of the Commitment.  Seller shall have ten
      (10) business days from the receipt of Purchaser's notice
      of objections either to have such exceptions removed or,
      if acceptable to Purchaser, to provide affirmative title
      insurance protection for such exceptions satisfactory to
      Purchaser in Purchaser's sole discretion.  If Seller fails
      either to provide for the removal of such exceptions or to
      obtain affirmative title insurance protection for such
      exceptions satisfactory to Purchaser in Purchaser's sole
      discretion within such ten-day period, then this
      Agreement, at Purchaser's option, shall be terminated upon
      written notice to Seller within ten (10) days following
      such period or by failing to terminate this Agreement by
      written notice delivered to Seller prior to the expiration
      of such period, Purchaser shall be deemed to have waived
      all uncured objections to the Commitment and Survey and
      all uncured matters reflected thereon shall also
      constitute Permitted Exceptions for purposes hereof.  Upon
      delivery of such termination notice by Purchaser, this
      Agreement shall automatically terminate, the parties shall
      be released from all further obligations under this
      Agreement except for the indemnity provisions of
      Paragraph 7(b) hereof, and the Earnest Money (hereafter
      defined) shall be immediately returned to the Purchaser. 
      If any endorsement issued subsequent to the date of any of
      the Commitment contains exceptions other than those in the
      Commitment and previous endorsements, Purchaser shall be
      entitled to object to any such exceptions by a written
      notice of objections to Seller on or before the date ten
      (10) days following Purchaser's receipt of such
      endorsement.  Seller shall have ten (10) business days
      from the receipt of Purchaser's notice either to have such
      exceptions removed or, if acceptable to Purchaser, to
      procure affirmative title insurance protection for such
      exceptions satisfactory to Purchaser in Purchaser's sole
      discretion.  If Seller fails either to provide for the
      removal of such exceptions or to provide affirmative title
      insurance protection for such exceptions satisfactory to
      Purchaser in Purchaser's sole discretion within such ten-day period,
      then this Agreement, at Purchaser's option,
      shall be terminated upon written notice to Seller within
      ten (10) days following such period.  Upon delivery of
      such termination notice, this Agreement shall
      automatically terminate, the parties shall be released
      from all further obligations under this Agreement except
      for the indemnity provision of Paragraph 7(b) hereof , and
      the Earnest Money shall be immediately returned to
      Purchaser.  Permitted Exceptions shall not include any
      liens of an ascertainable amount created by, under or
      through Seller, which Seller shall cause to be released at
      Closing.

            Promptly upon receipt of the items set forth in
      Paragraph 7(a), Purchaser shall notify Seller and Title
      Insurer, in writing, of the date it received this
      Agreement fully executed by Seller and shall set forth in
      such notice the date which is the first (1st) business day
      following the expiration of thirty (30) days after the
      date of receipt of this Agreement fully executed by Seller
      (the "Initial Expiration Date").  The "Expiration Date"
      hereunder shall be the latter to occur of (A) the Initial
      Expiration Date or (B) three (3) business days after the
      date on which World Savings' right of first refusal
      described in Paragraph 19(ii) shall have expired or been
      waived or accepted.

            (c)    The Personal Property shall be conveyed to
      Purchaser by bill of sale and assignment (the "Bill of
      Sale and Assignment").  Purchaser shall request promptly
      after execution of this Agreement Uniform Commercial Code
      searches in the name of Seller issued by the Title Insurer
      or a search company acceptable to Purchaser ("UCC
      Searches").

      6.    Purchase Price; Earnest Money

            (a)    The purchase price ("Purchase Price") for the
      Property shall be Seven Million and No/100
      ($7,000,000.00), payable as set forth in Subparagraphs (b)
      and (c).

            (b)    No later than three (3) business days after
      the Execution Date, Purchaser will deposit in escrow with
      the Title Insurer pursuant to the agreement attached
      hereto as Exhibit D, as earnest money hereunder, the sum
      of Fifty Thousand Dollars ($50,000.00).  All amounts
      deposited pursuant to this Paragraph 6(b) are referred to
      as "Earnest Money".  All interest earned on the Earnest
      Money shall be considered Earnest Money for purposes of
      this Agreement.

            (c)    The Purchase Price, plus or minus prorations
      and adjustments as provided for herein, shall be paid by
      Purchaser to Seller by federal funds wire transfer or
      certified check at Closing through the Title Insurer.  At
      Purchaser's option, the Earnest Money shall be returned to
      Purchaser at Closing following the payment in full by
      Purchaser of the Purchase Price or added to the balance of
      the Purchase Price due at Closing.

      7.    Due Diligence Period; Early Termination

            (a)    Within five (5) days after the Execution
      Date, Seller shall provide to Purchaser the following (the
      "Property Information"):

                   (1)  Rent Roll.  A rent roll of the Premises
            ("Rent Roll") containing the information set forth
            on Exhibit E and, in addition, Seller's most recent
            rent roll of the Premises;

                   (2)  Leases.  Copies of all agreements for
            occupancy or use of any portion of the Premises,
            including all amendments and guarantees (the
            "Leases");

                   (3)  Tax Statements.  Copies or a summary of
            ad valorem tax statements relating to the Property
            for the current year or other current tax period (if
            available) and, to the extent in Seller's
            possession, for the thirty-six (36) months preceding
            the Agreement, including tax identification number;

                   (4)  Tangible Personal Property.  A current
            inventory of all tangible personal property and
            fixtures owned by Seller and located on, attached
            to, or used in connection with the Premises (the
            "Inventory");

                   (5)  Tenant Information.  (i) To the extent
            in Seller's possession, copies of financial
            statements of all tenants under Leases covering the
            two (2) years prior to this Agreement, (ii) to the
            extent in Seller's possession, information relative
            to tenant payment history, which information shall
            be made available at Seller's office, (iii) CAM,
            real estate taxes and insurance reconciliations of
            the prior two (2) years, (iv) tenants' allocation of
            CAM, real estate taxes and insurance reimbursements,
            (v) to the extent in Seller's possession, a gross
            sales report for the last three (3) years (and
            current year if available) for each tenant paying
            percentage rent, and (vi) to the extent in Seller's
            possession, all tenant correspondence, which
            correspondence shall be made available at Seller's
            office;

                   (6)  Contracts.  A list together with copies
            of all management, service, supply, equipment
            rental, and other contracts related to the operation
            of the Property (the "Contracts");

                   (7)  Maintenance Records.  All maintenance
            work orders for the twelve (12) months preceding
            this Agreement, to the extent in Seller's
            possession, will be made available at Seller's
            office and may be reviewed by Purchaser and, to the
            extent desired, copies of same made by Purchaser;

                   (8)  List of Capital Improvements.  A list of
            all capital improvements performed on the Premises
            within the twenty-four (24) months preceding this
            Agreement, if any;

                   (9)  Reports.  Any environmental, soil,
            structural engineering and drainage reports,
            assessments, audits and surveys related to the
            Property in Seller's possession or control;

                   (10) As-Built Survey.  In addition to the
            Survey, all as-built surveys of the Property in
            Seller's possession;

                   (11)      Site Plans.  All site plans in
            Seller's possession relating to the Property;

                   (12)      (Intentionally left blank);

                   (13) As-Built Plans and Specifications.  All
            as-built construction, architectural, mechanical,
            electrical, plumbing, landscaping and grading plans
            and specifications in Seller's possession relating
            to the Premises and any major capital repairs or
            tenant improvements, including, but not limited to,
            bay depth and fire protection information will be
            made available at Seller's office;

                   (14)      Parking Information.  To the extent
            in Seller's possession, a parking plan (which may be
            reflected on the Survey) reflecting the number of
            parking spaces for the Premises and a comparison to
            the number of parking spaces for the Premises
            required by zoning requirements applicable to the
            Property;
      
                   (15) Permits and Warranties.  To the extent
            in Seller's possession, copies of all warranties and
            guaranties, permits, certificates of occupancy,
            licenses and other approvals relating to the
            Property will be made available, at Seller's office
            and may be reviewed by Purchaser and, to the extent
            desired, copies of same made by Purchaser;

                   (16) Financial Statements.  Copies of a
            statement of operations reflecting the operation of
            the Property for the calendar years ended December
            31, 1994 and 1995, and calendar year 1996 to date,
            including statements of cash flow and year-end
            balance sheets and statements of income, expense,
            accounts payable and accounts receivable for each
            such year, and fairly presenting the financial
            position of Seller with respect to the Property at
            the end or each such year and the results of the
            operations thereof for such year;

                   (17) Operating Information.  Copies of (a) to
            the extent in Seller's possession, all utilities
            bills relating to the Premises for the last twelve
            (12) full calendar months, and a list of any utility
            company deposits, (b) all insurance policies, a loss
            history and any current claims relating to the
            Property, (c) to the extent in Seller's possession,
            all service contract billings, (d) to the extent in
            Seller's possession all certificates of insurance of
            each tenant, (e) all tax returns relating to the
            Property for the past calendar year that are in
            Seller's possession or control or in the possession
            or control of Seller's agents or independent
            contractors;  (f) to the extent in Seller's
            possession, details of any reserves and the back-up
            for any projections upon which the reserves are
            based; (g) year-to-date general ledger will be made
            available at Seller's office; and (h) accounts
            receivable aging report; all of which will be made
            available, at Seller's office and may be reviewed by
            Purchaser and, to the extent desired, copies of same
            made by Purchaser;

                   (18) Management Report.  To the extent in
            Seller's possession copies of monthly management
            reports for the Property for the calendar year 1995
            and for the current year-to-date monthlies;

                   (19)      Budget.  Copy of Seller's most
            recent budget for the Property including the
            forthcoming calendar year, if applicable;

                   (20)      Insurance.  Copy of Seller's
            certificate of insurance for the Property and the
            Premises;

                   (21) Proceedings.  Copies of any documents or
            materials relating to any litigation, investigation,
            condemnation, or proceeding of any kind, pending or
            threatened, affecting any of the Property or the
            ability of Seller to consummate the transaction
            contemplated by this Agreement; and

                   (22) Information and Audit Cooperation.  At
            Purchaser's request, at any time before or after the
            Closing, Seller shall provide to Purchaser's
            designated independent auditor access to the books
            and records of the Property, and all related
            information regarding the period for which Purchaser
            is required to have the Property audited under the
            regulations of the Securities and Exchange
            Commission, and Seller shall provide to such auditor
            a representation letter regarding the books and
            records of the Property, in substantially the form
            of Exhibit I attached hereto, in connection with the
            normal course of auditing the Property in accordance
            with generally accepted auditing standards.  The
            Purchaser agrees to indemnify, defend and hold
            harmless the Seller from any claim, damage, loss,
            liability or cost to which Seller is at any time
            subjected by any person who is not a party to this
            Agreement as a result of Seller's compliance with
            this paragraph.

            Seller shall provide to Purchaser any documents
      described above and coming into Seller's possession or
      produced by Seller after the initial delivery above and
      continue to provide same until Closing.

            (b)    From the date hereof until the Expiration
      Date (the "Due Diligence Period"), Purchaser and its
      consultants may inspect the Property and perform tests
      thereto at Purchaser's expense; provided, however, that no
      intrusive testing of any nature shall take place unless
      Purchaser shall provide three (3) days advance written
      notice of same, articulating in detail the nature of the
      testing, the identity of the persons or firms retained to
      conduct such testing, and providing proof of insurance in
      an amount reasonably acceptable to Seller and otherwise
      reasonably satisfactory to Seller, and Seller shall have
      approved such testing; provided, however, such approval
      shall not be unreasonably withheld.  For non-invasive
      testing, Purchaser shall notify Seller two (2) business
      days prior to the date when Purchaser's agents or
      consultants intend to make any entries, investigations or
      inspections called for herein.  In the event that
      Purchaser or Purchaser's employees intend to meet with any
      tenants, Purchaser will contact Seller at least 48 hours
      in advance by telephone or fax to inform Seller regarding
      Purchaser's intended meeting with any tenant and to allow
      Seller the opportunity to attend such meeting if Seller
      desires.  In conducting any such entry, investigation,
      test, or inspection, no party permitted entry hereunder
      will unreasonably interfere with the operation of the
      Property or the peaceable possession by individual tenants
      of their respective premises or cause more than the
      minimum disruption possible, and Purchaser will schedule
      such testing and investigations to assure compliance
      herewith.  Upon the completion of any such inspection or
      test, Purchaser shall restore the Property to its
      condition prior to such inspection or test.  Purchaser
      shall indemnify, hold harmless and defend Seller from any
      loss, cause of action or claim arising out of or resulting
      from Purchaser's actions under this Subparagraph (b),
      including without limitation any lien asserted against the
      Property arising as a result of any such inspections or
      tests.  In the course of its investigations Purchaser may
      make inquiries to third parties including, without
      limitation, tenants, lenders, contractors, property
      managers, parties to Contracts, and municipal, local and
      other government officials and representatives, and Seller
      consents to such inquiries.  The obligations of the
      Purchaser under this Subparagraph (b) shall survive the
      termination of this Agreement.

                   To facilitate Purchaser's evaluation, Seller
      shall give Purchaser and its counsel, accountants, and
      representatives full access, at all reasonable times, to
      all of its books and records with respect to ownership,
      construction and operation of the Property, and the right
      to copy the same, and shall furnish Purchaser with all
      such documents and information concerning the same as
      Purchaser may reasonably request and that are in the
      possession or control of Seller or Seller's agents or
      independent contractors.

            (c)    Purchaser may terminate this Agreement upon
      written notice given to Title Insurer by the expiration of
      the Due Diligence Period if Purchaser is not satisfied, in
      Purchaser's sole and absolute discretion, with the
      Property, the Property Information, or any other matter
      whatsoever regarding the Property, for any reason or for
      no reason.  Title Insurer shall promptly deliver a copy of
      such notice to Seller.

            (d)    Upon termination pursuant to this Paragraph
      7, the Earnest Money shall be returned to Purchaser, and
      neither party shall have any further liability or
      obligation to the other except for the indemnity
      provisions of Paragraph 7(b) hereof.

            (e)    During the Due Diligence Period, the
      Purchaser will notify Seller which Contracts Purchaser
      will assume and which Contracts are to be terminated by
      Seller at Closing.  Purchaser will assume the obligations
      arising from and after Closing under those Contracts that
      are not in default as of Closing and which Purchaser has
      notified Seller that Purchaser will assume.  Seller shall
      terminate effective as of Closing all Contracts that are
      not so assumed.

            (f)    As a condition to the Closing of the purchase
      and sale hereunder, Purchaser must receive approval from
      its Investment Committee on or before the Expiration Date. 
      In the event such condition is not satisfied or waived by
      Purchaser, then Purchaser shall be entitled to terminate
      this Agreement by written notice to Title Insurer on or
      before the Expiration Date.  Upon delivery of such notice,
      the parties shall be released from all further obligations
      under this Agreement, and the Earnest Money shall be
      immediately returned to Purchaser and neither party shall
      have any further liability or obligation to the other
      except for the indemnity provisions of Paragraph 7(b)
      hereof.

            (g)    Seller will deliver to each tenant shown on
      the Rent Roll and to any ground lessee no later than five
      (5) business days after the Execution Date the request
      letter in the form attached hereto as a part of Exhibit G
      (including such additions or modifications thereto as
      Purchaser may request based upon its review of the
      Leases), and will use commercially reasonable efforts to
      cause each tenant and each ground lessee to execute and
      deliver to Purchaser an estoppel certificate in the form
      attached hereto as a part of  Exhibit G (including such
      additions or modifications thereto as Purchaser may
      request based upon its review of the Leases), on or before
      the date which is five (5) business days prior to the
      Expiration Date.

      8.    Representations, Warranties and Covenants of Seller

      Seller hereby makes the following representations,
warranties and covenants to and with Purchaser, which
representations, warranties and covenants are material, are being
relied upon by Purchaser (notwithstanding any independent
inspections or inquiries of Purchaser or Purchaser's
representatives), shall continue to be true at Closing and shall
survive Closing:
      
            (a)    (Intentionally left blank)

            (b)    (Intentionally left blank)

            (c)    To Seller's actual knowledge, the Property
      Information delivered to Purchaser is, in each case, true,
      complete and correct and accurately and completely
      reflects the information it purports to provide.

            (d)    To Seller's actual knowledge, each tenant
      shown on the Rent Roll is in possession of the respective
      space; to Seller's actual knowledge, each Lease relating
      to the Rent Roll is in full force and effect and has not
      been amended, assigned or modified; no tenant has
      asserted, or to Seller's actual knowledge has, any defense
      to any Lease nor any claim against the lessor with respect
      to or arising out of the tenancy; all obligations of
      Seller, as landlord, under the Leases that have accrued
      prior to Closing will be performed; to Seller's actual
      knowledge no tenant is in default under their Lease except
      as disclosed on Exhibit H; all work required to be done by
      Seller, as landlord, has been or by Closing will be done
      or finished unless otherwise agreed by the parties as
      provided below and, to Seller's actual knowledge, no
      tenant is entitled to any additional work during the term
      of its Lease; no tenant has paid any rent in advance
      except for the current month; to Seller's actual
      knowledge, no tenant is entitled to any concession,
      improvement, rebate, allowance, abatement or other benefit
      except as set forth in the Rent Roll and Seller has
      satisfied all of Seller's obligations as landlord under
      the Leases that are conditions to the obligation of any
      tenant to pay rent; to Seller's actual knowledge, except
      for World Savings, no tenant has any option or other right
      to purchase the Premises or any part thereof or interest
      therein; to Seller's actual knowledge, there are no
      adverse or other parties in possession of the Premises, or
      of any part thereof, except Seller and tenants under the
      written Leases; to Seller's actual knowledge, no tenant
      has initiated or had initiated against it any insolvency,
      bankruptcy, receivership or other similar proceeding; and
      there are no leasing or other commissions due, nor will
      any become due, in connection with any Lease, any renewal
      or extension of any Lease and no understanding or
      agreement with any party exists as to a payment of any
      leasing commissions or fees regarding future leases or as
      to procuring of tenants; and it is expressly understood
      that any commission or referral fees with respect to new
      or renewal Leases or other rental agreements for the
      Premises, including any present or future renewals
      thereof, will be paid or otherwise discharged or released
      on or before the date of Closing.

            (e)    Except as scheduled on the list of Contracts
      described in Paragraph 7(a)(6), there are no service
      agreements, management agreements or other contracts as to
      which Seller is a party with respect to the Property or
      any part thereof.  To Seller's actual knowledge, each
      Contract is in full force and effect, neither party is in
      default thereunder, and each Contract is terminable by
      Seller at will without cost upon not more than thirty (30)
      days notice.

            (f)    (Intentionally left blank)

            (g)    To Seller's actual knowledge, Seller has
      received no written notice from any governmental authority
      or other person of, and has no actual knowledge of: (i)
      any violation of zoning, building, fire, health,
      environmental, or other statutes, ordinances, regulations
      or orders (including those respecting the Americans with
      Disabilities Act), or any restriction, condition, covenant
      or consent, in regard to the Property or any part thereof
      which have not been corrected; (ii) any special tax or
      assessment to be levied against the Premises, except as
      may be disclosed on the Commitment; or (iii) any change in
      the tax assessment or zoning of the Premises.  To Seller's
      actual knowledge, the Premises are zoned for its current
      use and operation without relying for compliance upon a
      variance or a preexisting, nonconforming use and all
      requirements imposed by the Americans With Disabilities
      Act have been satisfied with respect to the premises.

            (h)    There is no pending or, to Seller's actual
      knowledge, threatened litigation, condemnation proceeding,
      governmental investigation or like proceeding before any
      court, tribunal, or other governmental agency respecting
      the Property or the operation of the Property by Seller,
      nor to Seller's actual knowledge is there any basis for
      any such action.

            (i)    To Seller's actual knowledge, except as may
      be disclosed on the Commitment, there are no donations of
      monies or land or payments, other than real estate taxes,
      for schools, parks, fire departments or any other public
      facilities or for any other reason which are or will be
      required to be made by an owner of the Premises.

            (j)    To Seller's actual knowledge, except as may
      be disclosed on the Commitment, there are no obligations
      or bonds burdening the Premises created by any agreement
      involving sewer or water extension or other improvement to
      any sewer or water systems, utility, lighting or other
      expense or charge for work or services done upon or
      relating to the Premises which will bind the Purchaser or
      the Premises from and after the Closing.

            (k)    Neither Seller nor, to Seller's actual
      knowledge, any other person has ever caused or permitted
      any Hazardous Material (hereinafter defined) to be placed,
      held, located or disposed of on, under or at the Property
      or any part thereof in violation of Environmental Laws,
      and the Property has never been used (whether by Seller
      or, to the best knowledge of Seller, by any other person)
      as a dump site or storage (whether permanent or temporary)
      site for any Hazardous Material, except as expressly
      disclosed in any environmental reports which were prepared
      for Seller with respect to the Property and which were
      delivered pursuant to Paragraph 7(a)(9) to Purchaser.  To
      Seller's actual knowledge, the soils comprising the
      Property contain no Hazardous Material with respect to
      which the removal, clean-up or taking of other remedial
      action is or would be required under Environmental Law
      (hereafter defined), except as expressly disclosed in any
      environmental reports which were prepared for Seller with
      respect to the Property and which were delivered pursuant
      to Paragraph 7(a)(9) to Purchaser.  For the purposes of
      this Agreement, the term "Hazardous Material" means and
      includes any hazardous, toxic or dangerous waste substance
      or material defined as a "hazardous waste", "hazardous
      material", "hazardous substance", "extremely hazardous
      waste", "restricted hazardous waste" or similar term in or
      for purposes of (i) any provision of state law; (ii) the
      Comprehensive Environmental Response, Compensation and
      Liability Act, as amended (42 U.S.C. Section 9601 et
      seq.); (iii) the Clean Water Act, as amended (33 U.S.C.
      Section 1251 et seq.); (iv) the Resource Conservation and
      Recovery Act, as amended, (42 U.S.C. Section 6901 et
      seq.); (v) any so-called "Superfund" or "Superlien" law;
      or (vi) any other federal, state or local statute, law,
      ordinance, code, rule, regulation, order, decree or other
      requirement of any governmental authority regulating,
      relating to, or imposing liability or standards of conduct
      concerning, any hazardous, toxic or dangerous waste,
      substance or material, as now or at any time hereafter in
      effect.  The term "Environmental Laws" shall mean all
      statutes specifically described in the preceding sentence
      and all federal, state and local environmental health and
      safety statutes, ordinances, codes, rules, regulations,
      orders and decrees applicable to the Property now or
      hereafter in effect regulating, relating to or imposing
      liability or standards of conduct concerning or in
      connection with Hazardous Materials, the environment,
      pollution or occupational health and safety. 
      Notwithstanding any other provision hereof to the
      contrary, Seller hereby advises Purchaser that a dry
      cleaner has operated at the Property since the opening of
      the Property for business, and Seller makes no
      representation or warranty with respect to the compliance
      of such dry cleaner with Environmental Laws.

            (l)    To Seller's actual knowledge, there is not
      now, nor has there been in the past, any asbestos or
      asbestos-containing materials located on, incorporated in,
      or otherwise contained in the Property or any portion
      thereof, and there are not now, and have not in the past
      been, any underground storage tanks or similar facilities
      located on the Property or any portion thereof, except as
      expressly disclosed in any environmental reports which
      were prepared for Seller with respect to the Property and
      which were delivered pursuant to Paragraph 7(a)(9) to
      Purchaser.  Notwithstanding any other provision hereof to
      the contrary, Seller hereby discloses to Purchaser that
      asbestos has been removed from certain roof flashings on
      the Property, and Seller makes no representation or
      warranty that all asbestos previously contained in the
      roof flashings has been removed.

            (m)    Seller does not participate in any multi-employer plan
 subject to Title IV of ERISA.

            (n)    Seller is validly existing as a Colorado
      general partnership, and Seller is in good standing and is
      qualified to do business in the state where the Premises
      are located.  Seller has the full right and authority and
      has obtained any and all consents required therefor to
      enter into and fully perform this Agreement.  This
      Agreement and all of the documents to be delivered by
      Seller at the Closing have been and will be duly
      authorized and properly executed and will constitute the
      valid and binding obligations of Seller, enforceable in
      accordance with their terms.  There is no agreement to
      which Seller is a party or, to Seller's knowledge, binding
      on Seller which is in conflict with this Agreement.  No
      consent, waiver, approval, or authorization of, or filing,
      registration, or qualification with, or notice to, any
      governmental instrumentality or any other entity or person
      (including without limitation, its directors or
      shareholders if Seller is a corporation, or its partners,
      if Seller is a partnership) is required to be made,
      obtained, or given by Seller in connection with the
      execution, delivery, and performance of this Agreement. 
      There are no attachments, executions, assignments for the
      benefit of creditors or voluntary or involuntary
      proceedings in bankruptcy, or under any other debtor
      relief laws contemplated by, pending against or threatened
      against Seller or the Property.

            (o)    Seller (i) to Seller's actual knowledge has
      obtained all certificates of occupancy, licenses, and
      permits which, to Seller's knowledge, are required for
      operating the Property and all of such certificates of
      occupancy, licenses, and permits are in full force and
      effect, (ii) to Seller's actual knowledge has not taken
      (or failed to take) any action that would result in the
      revocation of such certificates of occupancy, licenses, or
      permits, and (iii) has not received any written notice of
      an intention to revoke any certificate of occupancy,
      license, or permit issued in connection with the Property.

            (p)    Except for service contracts which are
      terminable by Purchaser after Closing by thirty (30) day's
      prior written notice and debts, liabilities, and
      obligations for which provision is herein made for
      proration or other adjustment at Closing, there will be no
      debts, liabilities, liens on the Property (other than
      general and special real estate taxes and assessments
      identified on the Commitment) which secure obligations of
      Seller with respect to the Property outstanding as of
      Closing.

            (q)    Seller has not received written notice from
      any insurance company or board of fire underwriters
      requesting the performance of any work or alteration with
      respect to the Property, or requiring an increase in the
      insurance rates applicable to the Property, or that the
      Property is not in compliance with the requirements of any
      insurance carriers providing insurance therefor.

            (r)    To Seller's actual knowledge, the Property
      (including but not limited to the water, sewer, heating,
      electrical, plumbing, air conditioning, and other
      mechanical systems) are, and as of the Closing will be, in
      good repair, condition, and working order, free from
      latent and apparent defects, normal wear and tear
      excepted.  Without limiting the generality of the
      foregoing, to the best of Seller's actual knowledge the
      roofs, walls, and foundations of the Improvements are free
      from leaks and seepage of moisture, and are in sound
      structural condition.  The representations set forth in
      this Paragraph 8(r) are qualified by any disclosures made
      by Seller on Exhibit H.

            (s)    To Seller's actual knowledge, all water,
      sewer, gas, electric, telephone, and drainage facilities,
      and other utilities required by law for the normal and
      proper operation of the Property are installed to the
      property line of the Property and are connected with valid
      permits, and are adequate to serve the Property for its
      current use and to permit full compliance with all
      requirements of law and the Leases.  All permits and
      connection fees are fully paid and, to Seller's actual
      knowledge, no action is necessary on the part of Purchaser
      to transfer such permits to it.  To Seller's actual
      knowledge, all utilities serving the Property enter it
      through currently effective public or private easements. 
      To Seller's actual knowledge, no fact or condition exists
      which would result in the termination of such utilities
      services to the Property.

            (t)    The Premises has direct access to all streets
      and roadways abutting the Premises, all of which are
      completed and, to Seller's actual knowledge, dedicated
      streets and roadways that have been accepted for public
      maintenance by the appropriate governmental
      instrumentality.  To Seller's actual knowledge no fact or
      condition exists which would result in the termination of
      ingress and egress.

            (u)    To Seller's actual knowledge, the Premises is
      an independent unit which does not now rely on any
      facilities (other than facilities covered by Permitted
      Exceptions or facilities of municipalities or public
      utilities) located on any property that is not part of the
      Premises to fulfill any municipal or other governmental
      requirement, or for the furnishing to the Premises of any
      essential building systems or utilities (including
      drainage facilities, catch basins, and retention ponds). 
      To Seller's actual knowledge, no other building or other
      property that is not part of the Premises relies upon any
      part of the Premises to fulfill any municipal or other
      governmental requirement, or to provide any essential
      building systems or utilities.

            (v)    None of the employees of Seller at the
      Premises are employed pursuant to a written agreement and
      all employees may be terminated at will.  Seller has not
      entered into any union contracts pertaining to employees
      at the Premises nor is the Premises subject to any union
      contract, nor is Seller aware of any efforts to organize
      any or all of the employees of Seller at the Premises into
      a union or other collective bargaining arrangement.  The
      services of all employees of Seller have been or will be
      terminated in connection with the Premises effective as of
      Closing, Seller agreeing and representing that Purchaser
      shall have no obligation whatsoever to any of the
      officers, agents or employees of Seller relating to any
      employment with respect to the Premises or otherwise, and
      Seller agrees to indemnify, defend and save Purchaser
      harmless from any liability or obligation arising under
      any claim to such employment.

            (w)    The sale and conveyance of the Property by
      Seller to Purchaser pursuant to this Agreement shall not
      cause a violation of any law, statute, ordinance,
      regulation or order.

            (x)    Between the date of this Agreement and
      Closing:

                   (1   Seller will continue to operate and
            maintain the Property in good condition and repair
            in accordance with past practices and Seller's
            ordinary  course of business and will not make any
            removals, alterations, or changes thereto except in
            accordance with Seller's ordinary course of
            business;

                   (2)  Seller will not sell, transfer, lease
            (except as expressly provided herein), convey or
            encumber, or cause to be sold, transferred, leased,
            conveyed or encumbered, the Property, or any part
            thereof or interest therein, or alter the zoning
            classification of the Premises, or otherwise perform
            or permit any act which will diminish, encumber or
            affect Seller's rights in and to the Property or
            prevent it from performing fully its obligations
            hereunder;

                   (3)  Seller will not commit any default under
            any of the Leases or any of the Contracts;

                   (4)  Seller will not amend or cancel any
            Lease except for nonpayment of rent, will not renew
            or extend any Lease or Contract, and will not enter
            into any new lease or contract for all or any part
            of the Property (except for retail space which is
            not leased on the Execution Date as and to the
            extent expressly provided below), without in each
            case the prior express written consent of 
            Purchaser, which consent may be granted or withheld
            in Purchaser's sole discretion; provided, however,
            Seller may, prior to the end of the Due Diligence
            Period, enter into new leases for retail space which
            is not leased on the Execution Date in the ordinary
            course of business, provided that any such lease
            satisfies the written leasing parameters which
            Seller has provided to Purchaser concurrent with, or
            prior to, the execution of this Agreement (it is
            expressly understood that the leasing parameters
            will include a requirement that the tenants will be
            responsible for any tenant finish work) and,
            provided further, however, any such new lease must
            be approved by Purchaser, which approval will not be
            unreasonably withheld or delayed.  Notwithstanding
            anything to the contrary contained in this
            Agreement, if Purchaser so approves any such new
            lease, then (i) if Seller has paid any tenant finish
            allowance to or for the benefit of the tenant or
            leasing commissions to third parties, then Purchaser
            shall reimburse Seller at Closing for such costs
            prorated based on the length of the lease term
            following Closing; or (ii) if the tenant has not
            occupied the space and Seller has not paid any
            tenant finish allowance to the tenant or leasing
            commissions to third parties, then Purchaser shall
            assume such obligations for the period from and
            after the Closing.  Notwithstanding anything to the
            contrary contained herein, Seller may, prior to the
            end of the Due Diligence Period, renew or extend any
            Lease or Contract in the ordinary course of business
            without the prior consent of Purchaser.

                   (5)  Seller will maintain fire and extended
            coverage casualty insurance in force with respect to
            the Premises in an amount equal to the full
            replacement cost of the Premises, with a deductible
            amount not exceeding Ten Thousand Dollars
            ($10,000.00);

                   (6)  Subject to the provisions of Paragraph
            7(b) Seller will permit Purchaser and its
            representatives at all reasonable times to inspect
            the Property and to inspect and make copies of all
            books, records, documents, and other papers and
            information in the possession of Seller relating to
            the Property;

                   (7)  Seller will promptly disclose in writing
            to Purchaser any material matter hereafter arising
            which, if existing, occurring or known at the date
            of this Agreement would have been required to be
            disclosed to Purchaser or which would render
            inaccurate any of the representations, warranties or
            statements set forth in this Agreement.  No
            information provided shall be deemed to cure any
            breach of any representation, warranty or covenant
            made in this Agreement.

                   Seller expressly acknowledges and agrees that
            (i) Purchaser (and any assignee of Purchaser
            permitted hereunder) is and will be relying upon the
            representations and warranties of Seller as
            aforesaid, (ii) the same are a material inducement
            to Purchaser to enter into this Agreement and to any
            assignee of Purchaser to accept an assignment of
            Purchaser's rights and obligations hereunder, and
            (iii) all such representations and warranties shall
            survive the delivery of the Deed and the
            consummation of this transaction for a period of one
            (1) year following the delivery of the Deed.  Seller
            agrees to, and does hereby, indemnify Purchaser and
            any and all assignees from Purchaser, and hold them
            harmless from and against any and all liability,
            loss, cost, or expense (including reasonable
            attorney's fees) arising out of or in any way
            connected with material misrepresentation or breach
            of warranty of Seller contained in this Agreement,
            provided action thereon is filed within one (1) year
            following delivery of the Deed.  The terms "Seller's
            actual knowledge" and "Seller's best knowledge," as
            used in this Agreement, mean the present and
            conscious awareness or knowledge, without
            investigation or inquiry, of John Leineweber, the
            individual employed by Seller's asset manager having
            the most current knowledge of the Property, who in
            no event shall incur any personal liability
            whatsoever; it does not include constructive
            knowledge, imputed knowledge, or knowledge Seller or
            such person does not have but could have obtained
            through further investigation or inquiry.  No
            broker, agent, or party other than Seller is
            authorized to make any representation or warranty
            for or on behalf of Seller.  Seller makes no
            warranty or representation not expressly set forth
            in this Agreement.  In no event shall Seller have
            liability hereunder for breach or inaccuracy of any
            representations or warranties made to Seller's
            actual knowledge or best knowledge in the absence of
            a judicial determination that John Leineweber had
            actual conscious knowledge that such representation
            or warranty was false when made.

                   Notwithstanding anything to the contrary
            contained in this Paragraph 8, Seller's
            representations in Paragraphs 8 (r), (s), (t) and
            (u) are qualified by the disclosures, if any, listed
            on Exhibit H attached hereto and made a part hereof.

      9.    Closing

            (a)    The closing ("Closing") shall occur through
      the escrow referred to in Subparagraph (b), and shall take
      place at the offices of the Title Insurer on the date
      which is fifteen (15) days after the Expiration Date
      [subject to extension as provided in Paragraph 19(u)] or
      on such earlier date as Purchaser may elect by at least
      three (3) days' prior written notice to Seller, provided
      that all conditions precedent to the Closing have been
      fulfilled or have been waived in writing by the respective
      party entitled to waive same.

            (b)    All Closing deposits, except for funds, shall
      be deposited in escrow with the Title Insurer at least
      three (3) business days prior to Closing.

      10.   Conditions to Purchaser's Obligations to Close

            (a)    Purchaser shall not be obligated to proceed
      with the Closing unless and until each of the following
      conditions has been either fulfilled or waived in writing
      by Purchaser:

                   (1)  There shall have been no uncured breach
            of any representation, warranty or covenant given by
            Seller herein; for purposes of this Clause (1), a
            representation shall be false for the purposes only
            of this Clause (1) if the factual matter that is the
            subject of the representation is false
            notwithstanding any lack of knowledge or notice to
            the party making the representation;

                   (2)  This Agreement shall not have been
            previously terminated pursuant to any other
            provision hereof; 

                   (3)  Title Insurer or Seller shall be
            prepared to unconditionally deliver to Purchaser all
            instruments and documents to be delivered to
            Purchaser at Closing pursuant to Paragraph 12 or any
            other provision of this Agreement; and

                   (4)  Purchaser has received from each Major
            Tenant (as hereinafter defined) under the Leases an
            estoppel certificate substantially in the form
            attached hereto as a part of Exhibit G (including
            such additions or modifications thereto as Purchaser
            may have requested), duly executed by each Major
            Tenant and showing rental and other obligations of
            the Major Tenants to be consistent with the Rent
            Roll to be provided pursuant to Paragraph 7(a)(1). 
            Notwithstanding anything contained herein to the
            contrary, in the event that as of the Closing date
            there is a disclosure or statement by any Major
            Tenant in any estoppel certificate delivered
            pursuant to this Paragraph 10(a)(4) which indicates
            or asserts a default or other issue of a material
            nature, then same shall be construed as an
            unsatisfied condition to Purchaser's obligations to
            perform hereunder.  As used herein, "Major Tenant"
            shall mean a ground lessee or any tenant under a
            Lease who has leased more than 2,000 rentable square
            feet of space in the Premises and "Major Tenants"
            shall mean all ground lessees and all tenants under
            the Leases who have individually leased more than
            2,000 square feet of rentable space in the Premises. 
            This Paragraph 10(a)(4) is intended by Seller and
            Purchaser as a condition precedent to Purchaser's
            obligation hereunder only and the failure of such
            condition will not be a default of Seller.

            (b)    In the event that any of the foregoing
      conditions shall not have been fulfilled on or before the
      time for Closing hereunder, Purchaser may elect, upon
      notice to Seller, to terminate this Agreement, in which
      event the Earnest Money shall be returned to Purchaser,
      and unless Seller is in default hereunder, in which case
      Paragraph 15(b) shall apply, neither party shall have any
      further liability or obligation to the other except for
      the indemnity provisions of Paragraph 7(b) hereof.

      11.   Conditions to Seller's Obligation to Close

            (a)    Seller shall not be obligated to proceed with
      the Closing unless and until each of the following
      conditions have been fulfilled or waived in writing by
      Seller:

                   (1)  Purchaser shall be prepared to pay to
            Seller all amounts due Seller at Closing pursuant to
            the provisions of this Agreement;

                   (2)  This Agreement shall not have been
            previously terminated pursuant to any other
            provision hereof; and

                   (3)  Title Insurer or Purchaser shall be
            prepared to deliver to Seller all instruments and
            documents to be delivered to Seller at the Closing
            pursuant to any provision of this Agreement.

            (b)    In the event that any of the foregoing
      conditions are not fulfilled on or before the time for
      Closing hereunder, then Seller may elect, upon notice to
      Purchaser, to terminate this Agreement, in which event the
      Earnest Money shall be returned to Purchaser, unless
      Purchaser is in default hereunder, in which case
      Paragraph 15(a) shall apply, neither party shall have any
      further liability or obligation to the other except for
      the provisions of Paragraph 7(b) hereof.

      12.   Documents to be Delivered to Purchaser At Closing

            (a)    At or prior to Closing, Seller shall deliver
      or cause to be delivered to Purchaser through the Title
      Insurer or otherwise, each of the following instruments
      and documents:

                   (1)  A special warranty deed in form provided
            for under the law of the state where the Premises is
            located and otherwise in conformity with the custom
            in such jurisdiction and mutually satisfactory to
            the parties, executed and acknowledged by Seller,
            conveying to Purchaser good, indefeasible and
            marketable fee simple title to the Premises, subject
            only to the Permitted Exceptions (the "Deed").

                   (2)  The Bill of Sale and Assignment in the
            form of Exhibit C, executed by Seller.

                   (3)  A notice to each tenant and guarantor in
            the form of Exhibit F attached hereto.

                   (4)  An owner's title insurance policy issued
            by Title Insurer (or a proforma of same in form
            acceptable to Purchaser) on behalf of an underwriter
            approved by Purchaser, dated the date of Closing, in
            the full amount of the Purchase Price, the form of
            which shall be American Land Title Association
            Owner's Policy, Standard Form B, subject only to the
            standard exclusions from coverage contained in such
            policy  (the "Title Policy").  The Title Policy may
            contain the Permitted Exceptions.  The Title Policy
            shall insure good, fee simple, indefeasible, and
            marketable title to the Property in Purchaser with
            full extended coverage over all general exceptions,
            and containing the following endorsements (or
            equivalent endorsements) if available in the
            jurisdiction where the Premises are located and
            requested by Purchaser (and confirmed in writing by
            the Title Insurer to be available prior to the
            Expiration Date) and at the Purchaser's expenses:
            zoning 3.1 with parking and loading; location;
            contiguity, access; restrictions; creditor's rights;
            separate tax lot and survey and such other
            endorsements as Purchaser may reasonably request. 
            Purchaser shall not be obligated to close the
            transaction herein contemplated unless at Closing
            the Title Insurer has committed in writing to issue
            the Title Policy.

                   (5)  A certificate of Seller that all
            representations and warranties made by Seller in
            this Agreement are true as of Closing or reflecting
            any necessary corrections, provided, however if such
            certificate contains any exceptions or corrections,
            then the condition precedent to Purchaser's
            obligations under the Agreement which is set forth
            in Paragraph 10(a)(1) of the Agreement shall be
            deemed to be unsatisfied, unless Purchaser, at its
            sole option, elects to waive such condition
            precedent as it relates to the Seller's certificate;

                   (6)  An estoppel certificate from each ground
            lease and each Major Tenant of the Premises, in the
            form attached hereto as Exhibit G.  Such estoppel
            certificates: (i) must be consistent with the Rent
            Roll delivered pursuant to Paragraph 7(a)(1), and
            (ii) must be dated no earlier than thirty (30) days
            before the Closing date.  If Seller fails to provide
            estoppel certificates in such form, then this
            Agreement, at Purchaser's sole option, may be
            terminated upon written notice to Title Insurer
            prior to the Closing.  Upon delivery of such
            termination notice, this Agreement shall
            automatically terminate, the parties shall be
            released from all further obligations under this
            Agreement except as set forth in Paragraph 7(b), and
            the Earnest Money shall be immediately returned to
            Purchaser;

                   (7)  Original copies of any required real
            estate transfer tax declarations executed by Seller
            or any other similar documentation, if applicable,
            required to evidence the payment of any tax imposed
            by the state, county and city on the transaction
            contemplated hereby;

                   (8)  An affidavit stating Seller's U.S.
            taxpayer identification number and that Seller is a
            "United States person", as defined by Internal
            Revenue Code Section 1445(f)(3) and Section 7701(b);

                   (9)  To the extent in Seller's possession,
            original Leases and assumed Contracts, the
            certificate of occupancy for the Premises and all
            assignable licenses and permits relating to the use,
            occupancy or operation of the Premises, copies or
            originals of all books and records of account,
            contracts, copies of correspondence with tenants and
            suppliers, receipts for deposits, unpaid bills and
            other papers or documents which pertain to the
            Property together with all advertising materials,
            booklets, keys and other items, if any, used in the
            operation of the Property, and the original "as-built" plans
           and specifications and all other
            available plans and specifications;

                   (10) Settlement or closing statement;

                   (11) Rent roll as of a date not more than
            five (5) days prior to the Closing certified by
            Seller as true and complete and showing no adverse
            changes from the Rent Roll delivered pursuant to
            Paragraph 7(a)(1) hereof (the factual accuracy of
            this Paragraph 12(a)(11) is intended by Seller and
            Purchaser as a condition precedent to Purchaser's
            obligations hereunder only and if the rent roll so
            provided by Seller shows adverse changes, then same
            shall be deemed to be an unfulfilled condition to
            Purchaser's obligations and not a default of
            Seller); and

                   (12) Such other documents and instruments as
            may be required by any other provision of this
            Agreement or as may reasonably be required by Title
            Insurer or otherwise to carry out the terms and
            intent of this Agreement.

            (b)    At or prior to Closing, Purchaser shall
      deliver or cause to be delivered to Seller through the
      Title Insurer or otherwise, the following:

                   (1)  The Purchase Price plus or minus
            prorations and credits;

                   (2)  The Bill of Sale and Assignment of
            Leases;

                   (3)  Settlement or closing statement; and

                   (4)  Such other documents and instruments as
            may be required by any other provision of this
            Agreement or as may reasonably be required by Title
            Insurer or otherwise to carry out the terms and
            intent of this Agreement.

      13.   Prorations and Adjustments

            (a)    The following shall be prorated and adjusted
      between Seller and Purchaser as of midnight of the day
      preceding the Closing, except as otherwise specified:

                   (1)  Tenant rents (including payments for
            taxes, utilities, common area maintenance, insurance
            and other operating costs ("Charges").  In the event
            that any refunds or credits are due and owing to a
            tenant at the end of a lease year for Charges,
            Seller shall promptly remit Seller's pro rata
            portion of such amount to Purchaser upon receipt of
            a notice from Purchaser that same shall be due and
            payable.

                   (2)  Delinquent tenant rents (including
            payments for taxes, utilities, common area
            maintenance, insurance and other operating costs),
            if and when collected by Purchaser, shall be paid to
            Seller to the extent of Seller's interest therein,
            and if not collected within one hundred twenty (120)
            days after Closing, the right to collect same will
            be assigned to Seller without recourse.  For
            purposes of this Subparagraph (2), all rents
            received by Purchaser shall first be applied to the
            current months' rents, and then to delinquent rent
            in the inverse order of delinquency.

                   (3)  Percentage rents shall be separately
            prorated under each Lease on the basis of the lease
            year set forth in such Lease for the payment of
            percentage rents.  All percentage rent payments for
            the lease year including Closing made prior to
            Closing shall be credited to Purchaser.  All
            payments of percentage rent for the lease year
            including Closing received by either party on or
            after Closing shall be retained by, or remitted to,
            Purchaser, as the case may be, until determination
            of Seller's allocable share thereof in each
            instance.  Upon final determination of percentage
            rents owed by a tenant under its Lease for the lease
            year under such Lease in which Closing occurs,
            Seller and Purchaser shall adjust between themselves
            amounts owed for such lease year on account of
            percentage rents, and Seller's allocable share of
            such percentage rents shall be an amount equal to
            (A) the amount by which the tenant's sales for that
            portion of such lease year occurring prior to
            Closing exceeds (1) the amount specified in such
            tenant's Lease as being the amount of gross sales of
            such tenant for such year before such tenant shall
            be obligated to pay percentage rent for such lease
            year multiplied by (2) a fraction the numerator of
            which is the number of days in such lease year prior
            to Closing and the denominator of which is the total
            number of days in such lease year; multiplied by
            (B) the percentage specified in such tenant's Lease
            to be used in determining such tenant's percentage
            rent for such lease year.

                   (4)  The amount of all unapplied tenant
            security deposits, and any accrued interest due
            tenants thereon, shall be credited to Purchaser.

                   (5)  The amount of any other credits due
            tenants shall be credited to Purchaser.

                   (6)  Prepaid charges in connection with any
            Contracts that Purchaser elects to assume, or
            licenses or permits, shall be credited to Seller. 
            Accrued charges in connection with such Contracts,
            or licenses or permits, shall be credited to
            Purchaser.

                   (7)  All real property taxes for the year
            immediately preceding the year of Closing that are
            payable in the year of Closing, and for years prior
            thereto, shall be paid by Seller on or before the
            Closing.  Real property taxes for the year of
            Closing shall be prorated on the basis of the most
            recent assessment and levy.  Any and all claims or
            rights to appeal the amount of any real property
            taxes or other taxes charged in connection with the
            Premises, shall belong to Purchaser following the
            Closing.

                   (8)  Special assessments for work commenced
            as of the date of this Agreement shall be prorated
            between Seller and Purchaser such that Seller shall
            be responsible for all installment payments due
            prior to Closing and Purchaser shall be responsible
            for all installment payments due following the
            Closing.  Special assessments for improvements as to
            which no work has commenced as of the date of this
            Agreement shall be paid exclusively by Purchaser.

                   (9)  Any assessments imposed by private
            covenant.

                   (10) Except to the extent such items are the
            responsibility of tenants, prepaid water, sewer, and
            other utility charges shall be credited to Seller,
            and accrued water, sewer, and other utility charges
            shall be credited to Purchaser.

                   (11) Except as provided in the last sentence
            of Subparagraph 8(x)(4), any and all commissions of
            leasing and rental agents for any Lease entered into
            before the date of Closing shall be paid by Seller
            prior to Closing.

                   (12) All other items customarily prorated or
            required by any other provision of this Agreement to
            be prorated or adjusted.

            (b)    At Closing, the amount of prorations and
      adjustments as aforesaid shall be determined or estimated
      to the extent practicable, and monetary adjustment shall
      be made between Seller and Purchaser.  As the amounts of
      the respective items become finally ascertained, further
      adjustment shall be promptly made between the parties in
      cash within 180 days after the Closing.

      14.   Indemnity

            (a)    Subject to the limitations in the last two
      full paragraphs of Paragraph 8 immediately following
      Subparagraph 8(x)(7), Seller agrees to indemnify and hold
      Purchaser harmless of and from any and all liabilities,
      claims, demands and expenses (except those items which by
      this Agreement specifically become the obligation of
      Purchaser), arising or accruing prior to Closing as a
      result of (i) any injury relating to the Property that
      shall have occurred to persons or the property of third
      parties prior to the Closing, other than as the result of
      the acts or wrongful omissions of Purchaser and/or any of
      its officers, employees, agents, representatives and/or
      contractors, and (ii) any breach by Seller of any of its
      obligations as landlord under the Leases or any Lease
      occurring prior to the Closing, and all expenses related
      thereto, including, without limitation, court costs and
      attorneys' fees.

            (b)    Purchaser agrees to indemnify and hold Seller
      harmless of and from any and all liabilities, claims,
      demands and expenses arising or accruing after Closing and
      which are in any way related to (i) any injury relating to
      the Property that shall have occurred to persons or the
      property of third parties after the Closing, and (ii) any
      breach by Purchaser of any of its obligations as landlord
      under the Leases or any Lease occurring after the Closing,
      and all expenses related thereto, including, without
      limitation, court costs and attorney's fees.

            (c)    The indemnities set forth in this Paragraph
      14 shall survive Closing.

      15.   Default

            (a)    If Purchaser defaults hereunder, then
      provided Seller is not in default hereunder, Seller's sole
      and exclusive remedy shall be to terminate this Agreement
      by giving written notice thereof to Purchaser, whereupon
      the Earnest Money shall be paid to Seller as liquidated
      damages, as Seller's sole and exclusive remedy on account
      of such default hereunder by Purchaser, and neither party
      shall have any further liability or obligation to the
      other except as set forth in Paragraph 7(b).  The parties
      acknowledge and agree that actual damages in such event
      are uncertain in amount and difficult to ascertain and
      that said amount of liquidated damages was reasonably
      determined.

            (b)    If Seller defaults hereunder, then provided
      Purchaser is not in default hereunder, Purchaser may, at
      its sole election do one of the following:

                   (1)  Terminate this Agreement, whereupon the
            Earnest Money shall be returned and paid to
            Purchaser, and neither party shall have any further
            liability or obligation to the other except as set
            forth in Paragraph 7(b); 

                   (2)  Enforce specific performance of this
            Agreement against Seller, in which event Purchaser
            shall be deemed to have accepted Seller's title to
            the Property; or 

                   (3)  In the event of any willful, knowing, or
            intentional default by Seller, exercise any other
            right or remedy Purchaser may have at law or in
            equity by reason of such default including, but not
            limited to, the recovery of attorneys' fees incurred
            by Purchaser in connection therewith.

      16.   Expenses

            (a)    All recording fees, conveyance fees, fees for
      releasing liens and encumbrances, title insurance charges
      (except as provided in (b) below), state, county and local
      transfer or documentary stamp taxes (or similar items),
      Survey cost, and one-half (1/2) of the escrow fee shall be
      paid by Seller.

            (b)    The Title Policy endorsements which are
      identified in Paragraph 12(a)(4) as Purchaser's expenses
      and one-half (1/2) of the escrow fee shall be paid by
      Purchaser.

            (c)    Other costs, charges and expenses shall be
      paid as provided in this Agreement, or in the absence of
      such provisions, in accordance with local custom.

      17.   Intermediaries

            (a)    Purchaser and Seller acknowledge and agree
      that Grubb & Ellis Co. (the "Principal Agent") has acted
      as broker in connection with this transaction.  If, as and
      when the Closing occurs, Seller agrees to pay a commission
      to the Principal Agent pursuant to a separate commission
      agreement between Seller and the Principal Agent.  The
      right of the Principal Agent to such commission shall
      irrevocably vest upon the Closing.  No such commission
      shall be earned or payable if the Closing fails to occur
      for any reason whatsoever.  The Principal Agent may divide
      its commission with any other licensed real estate brokers
      or salesmen but, notwithstanding any such agreement for
      division of the commission, Seller and Purchaser shall be
      fully protected in paying the commission set forth above
      to the Principal Agent.  Such commission shall be payable
      in cash or current funds at the Closing.

            (b)    Seller hereby represents and warrants to
      Purchaser that it has not contacted or entered into any
      agreement with any real estate broker, agent, finder, or
      any other party in connection with this transaction, other
      than the Principal Agent, and that it has not taken any
      action which would result in any real estate broker's,
      finder's, or other fees or commissions being due or
      payable to any other party with respect to the transaction
      contemplated hereby.  Purchaser hereby represents and
      warrants to Seller that Purchaser has not contacted or
      entered into any agreement with any real estate broker,
      agent, finder, or any other party in connection with this
      transaction, other than the Principal Agent, and that it
      has not taken any action which would result in any real
      estate broker's, finder's, or other fees or commissions
      being due or payable to any other party with respect to
      the transaction contemplated hereby.  Each party hereby
      indemnifies and agrees to hold the other party harmless
      from any loss, liability, damage, cost, or expense
      (including reasonable attorneys' fees) resulting to the
      other party by reason of a breach of the representation
      and warranty made by such party herein.  Notwithstanding
      anything to the contrary contained herein, the indemnities
      set forth in this Paragraph 17(b) shall survive the
      Closing.

      18.   Destruction of Improvements; Condemnation

            (a)    If, prior to Closing, any of the Improvements
      are damaged or destroyed, such that either (i) the cost of
      repair is reasonably likely to exceed $250,000, or
      (ii) any tenant of the Premises is entitled to terminate
      its lease; or condemnation proceedings against the
      Premises are threatened or commenced ("Condemnation"),
      Seller shall notify Purchaser of such damage, destruction,
      or Condemnation and Purchaser shall elect within fourteen
      (14) days from and after receipt of such notice, by
      written notice to Seller, either:

                   (1)  To terminate this Agreement, in which
            event the Earnest Money shall be returned to
            Purchaser and, except for the indemnity provisions
            of Paragraph 7(b), this Agreement shall be void and
            of no further force and effect;

                   (2)  To close the transaction contemplated
            hereby without a reduction in Purchase Price, in
            which event (A) Seller shall assign to Purchaser at
            Closing Seller's rights in any insurance proceeds or
            Condemnation award to be paid to Seller in
            connection with such damage, destruction or
            Condemnation, and (B) in the case of damage or
            destruction, at Closing Purchaser shall receive a
            credit against the Purchase Price in an amount equal
            to the deductible amount under Seller's casualty
            insurance.

      If Purchaser does not make such election within the
      aforesaid 14-day period, Purchaser shall be deemed to have
      elected to close the transaction contemplated hereby in
      accordance with Clause (2) of this Subparagraph (a).

            (b)    If, prior to Closing, any Improvements are
      damaged such that the cost of repair is reasonably likely
      not to exceed $250,000, and no tenant is entitled to
      terminate its Lease by reason thereof, Seller shall cause
      such repairs to be made at Seller's expense prior to
      Closing (and Purchaser may elect to delay Closing until
      completion of said repairs).

      19.   General Provisions

            (a)    This written Agreement, including all
      exhibits attached hereto and documents to be delivered
      pursuant hereto, shall constitute the entire agreement and
      understanding of the parties, and there are no other prior
      or contemporaneous written or oral agreements,
      undertakings, promises, warranties, or covenants not
      contained herein.

            (b)    This Agreement may be amended only by a
      written agreement or memorandum subsequently executed by
      both of the parties hereto.

            (c)    No waiver of any provision or condition of
      this Agreement by any party shall be valid unless in
      writing signed by such party.  No such waiver shall be
      taken as a waiver of any other or similar provision or of
      any future event, act, or default.

            (d)    Time is of the essence of this Agreement.  In
      the computation of any period of time provided for in this
      Agreement or by law, the day of the act or event from
      which said period of time runs shall be excluded, and the
      last day of such period shall be included, unless it is a
      Saturday, Sunday, or legal holiday, in which case the
      period shall be deemed to run until the end of the next
      day which is not a Saturday, Sunday, or legal holiday.

            (e)    In the event that any provision of this
      Agreement shall be unenforceable in whole or in part, such
      provision shall be limited to the extent necessary to
      render the same valid, or shall be excised from this
      Agreement, as circumstances require, and this Agreement
      shall be construed as if said provision had been
      incorporated herein as so limited, or as if said provision
      has not been included herein, as the case may be.

            (f)    Headings of paragraphs are for convenience of
      reference only, and shall not be construed as a part of
      this Agreement.

            (g)    This Agreement shall be binding upon and
      shall inure to the benefits of the parties hereto, and
      their respective heirs, executors, personal
      representatives, successors, and assigns; provided,
      however, that this Agreement may not be assigned by
      Purchaser without the consent of Seller which consent will
      not be unreasonably withheld or delayed; and upon said
      assignment and assumption by the assignee of Purchaser,
      Purchaser shall not be relieved of any further obligation
      under this Agreement or under any document or instrument
      executed pursuant hereto.

            (h)    All notices and other communications required
      or permitted hereunder shall be in writing and shall be
      mailed, hand delivered, sent by Federal Express or other
      recognized overnight courier service, or sent by facsimile
      transmission, to the parties as follows:

            (1)    To Purchaser:

                   Pacific Retail Trust
                   8140 Walnut Hill Lane, Suite 400
                   Dallas, Texas 75231
                   Attn: Dennis H. Alberts
                   Facsimile: 214/696-9512

            With a copy at the same time to Purchaser's counsel:

                   Haynes and Boone, L.L.P.
                   3100 NationsBank Plaza
                   901 Main Street
                   Dallas, Texas 75202-3789
                   Attn: Steven R. Jenkins
                   Facsimile: 214/651-5940

            (2)    To Seller:

                   Buckley Square Associates
                   c/o LaSalle Advisors Limited
                   1601 Response Road
                   Sacramento, California 95815
                   Attn: Michael D. Westfall
                   Facsimile: 916/920-0205

            With a copy at the same time to Seller's counsel:

                   David W. Greenman, Esq.
                   Bainbridge Group
                   Suite 220
                   18301 Von Karman Avenue
                   Irvine, California 92715
                   Facsimile: 714/442-6609

            (3)    To Title Insurer:

                   North American Title
                   44 Cook Street, Suite 300
                   Denver, Colorado            
                   Attn: Richard Cook
                   Facsimile:                           

      or to such additional or other persons, at such other
      address or addresses as may be designated by notice from
      Purchaser or Seller, as the case may be, to the other. 
      Notices by mail shall be sent by United States certified
      or registered mail, return receipt requested, postage
      prepaid, and shall be deemed given and effective two (2)
      business days following posting in the United States
      mails.  Notices by hand delivery shall be deemed given and
      effective upon the delivery thereof.  Notices by overnight
      courier shall be deemed given and effective on the first
      business day following the delivery thereof to Federal
      Express or another recognized overnight courier service. 
      Notices by facsimile shall be deemed given upon
      transmission.

            (i)    This Agreement shall be governed in all
      respects by the internal laws of the State of Colorado.

            (j)    This Agreement may be executed in any number
      of identical counterparts, any or all of which may contain
      the signatures of less than all of the parties, and all of
      which shall be construed together as but a single
      instrument.

            (k)    This Agreement shall not be construed more
      strictly against Purchaser merely by virtue of the fact
      that the same has been prepared by Purchaser or its
      counsel, it being recognized both of the parties hereto
      have contributed substantially and materially to the
      preparation of this Agreement.  All words herein which are
      expressed in the neuter gender shall be deemed to include
      the masculine, feminine and neuter genders and any word
      herein which is expressed in the singular or plural shall
      be deemed, whenever appropriate in the context, to include
      the plural and the singular.

            (l)    (Intentionally left blank.)

            (m)    In the event of litigation between the
      parties with respect to this Agreement or the transaction
      contemplated hereby, the prevailing party therein shall be
      entitled to recover from the losing party therein its
      attorneys' fees and costs of suit.

            (n)    This Agreement is solely for the benefit of
      the parties hereto and, to the extent provided herein,
      their respective partners, directors, officers, employees,
      agents and representatives, and no provision of this
      Agreement shall be deemed to confer upon other third
      parties any remedy, claim, liability, reimbursement, cause
      of action or other right.

            (o)    TO THE EXTENT PERMITTED BY APPLICABLE LAW,
      THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
      TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY.

            (p)    Purchaser may consummate the purchase of the
      Property as part of a like kind exchange (the "Exchange")
      pursuant to Section 1031 of the Internal Revenue Code of
      1986, as amended (the "Code"), provided that Purchaser
      shall pay any additional costs that would not otherwise
      have been incurred by Purchaser or Seller had Purchaser
      not consummated its purchase through the Exchange.  Seller
      shall not by such agreement to the Exchange (1) have its
      rights under this Agreement affected or diminished in any
      manner, (2) be responsible for compliance with or be
      deemed to have warranted to Purchaser that the Exchange in
      fact complies with Section 1031 of the Code, or (3) incur
      any additional costs or liabilities other than as
      expressly set forth in this Agreement.  Purchaser shall
      indemnify and hold Seller harmless from and against any
      and all costs, liabilities or obligations (including
      attorney's fees) arising from the Exchange, which
      indemnification agreement shall expressly survive the
      Closing.

            (q)    Seller desires to effect a tax-deferred like-kind exchange
 with respect to its disposition of the
      Property the "Seller's Exchange") pursuant to Section 1031
      of the Internal Revenue Code of 1986, as amended.  The
      Seller's Exchange will be structured by Seller at its sole
      cost and expense such that Purchaser will have no
      obligation to (i) acquire or enter into the chain of title
      to any property other than the Property, (ii) accept title
      to the Property from any party other than Seller or a
      designated intermediary of Seller under an exchange
      agreement between Seller and its designated intermediary
      or (iii) incur any cost, liability or obligation of any
      nature whatsoever as a result of its limited participation
      in the Seller's Exchange.  The acceptance of title to the
      Property from Seller's designated intermediary shall not
      impair, amend, modify, reduce or in any other manner
      whatsoever affect the representations, warranties and
      covenants of Seller to Purchaser under this Agreement or
      the survival thereof pursuant to this Agreement. 
      Purchaser shall have no obligation to extend any dates for
      performance, including but not limited to, the Closing
      date, or enter into any modifications to this Agreement as
      a result of the Seller's Exchange.  to the extent that the
      Seller's Exchange would cause either any delay,
      modification to this Agreement, or additional costs,
      liabilities or obligations to be imposed upon Purchaser,
      then, in any or all such events, Purchaser shall have the
      absolute right to decline to participate in the exchange
      and to close the acquisition of the Property from Seller
      otherwise in strict accordance with the terms of this
      Agreement.  Seller shall indemnify and hold Purchaser
      harmless from and against any and all costs, liabilities
      or obligations (including attorney's fees) arising from
      the Seller's Exchange, which indemnification agreement
      shall expressly survive the Closing.  Seller further
      acknowledges that the Seller's Exchange is at the request
      and initiation, and Purchaser in no manner, expressly or
      implicitly, participated in or offered tax advice or
      planning to or for the benefit of Seller.  Seller is
      relying solely upon the advice and counsel of
      professionals of Seller's choice in structuring, executing
      and consummating the Seller's Exchange.

            (r)    In accordance with the declaration of trust
      of Purchaser, notice is hereby given that all persons
      dealing with Purchaser shall look solely to the assets of
      Purchaser for the enforcement of any claim against
      Purchaser as neither the trustees, officers, employees nor
      shareholders of Purchaser assume any personal liability
      for obligations entered into by or on behalf of Purchaser.

            (s)    In addition to the acts and deeds recited
      herein and contemplated to be performed, executed and/or
      delivered by Seller to Purchaser at Closing, Seller agrees
      to perform, execute and deliver, on or after Closing, any
      further deliveries and assurances as may be reasonably
      necessary to consummate the transactions contemplated
      hereby or to further perfect the conveyance, transfer and
      assignment of the Property to Purchaser.

            (t)    The offer of Purchaser extended by the
      delivery of this Agreement to Seller shall be
      automatically revoked unless Seller shall execute at least
      two (2) copies of this Agreement and deliver same to
      Purchaser on or before 5:00 p.m. on the date which is five
      (5) business days after the date on which Purchaser has
      executed this Agreement.

            (u)    Seller and Purchaser hereby acknowledge and
      agree that (i) Seller is also the current owner of the Out
      Parcel, (ii) Seller and Purchaser have heretofore executed
      and entered into that certain Real Estate Sale Agreement
      (the "Out Parcel Contract") dated of even date herewith
      covering the Out Parcel, (iii) World Savings and Loan
      Association, a Colorado corporation ("World Savings"), has
      a right of first refusal to purchase the Out Parcel
      pursuant to Article XXIX of that certain Lease (the "World
      Savings Lease") dated November 9, 1978 between Iliff and
      Buckley Investments, as landlord, and World Savings, as
      tenant, covering the Out Parcel, and (iv) if World Savings
      fails to purchase the Out Parcel pursuant to Article XXIX
      of the World Savings Lease, then (A) the Closing of this
      Agreement and the closing of the Out Parcel Contract shall
      occur simultaneously and (B) the Closing Date of this
      Agreement shall be extended, if necessary, in order for
      the Closing of this Agreement and the closing of the Out
      Parcel Contract to occur simultaneously.

            In addition, if it is necessary for the Property and
      the Out Parcel to be replatted and/or other regulatory
      action to be taken in order for the conveyance of the
      Property pursuant to this Agreement and the conveyance of
      the Out Parcel pursuant to the Out Parcel Contract to
      comply with all applicable laws, statutes, ordinances,
      regulations and orders, then (A) after Purchaser, in
      Purchaser's reasonable discretion, shall have approved the
      replatting and/or other regulatory actions proposed by
      Seller, Seller, at Seller's sole cost, shall promptly
      commence such replatting and/or other regulatory actions
      and shall proceed thereafter with due diligence until
      completion and (B) the Closing Date shall be extended
      until the tenth (10th) day after all of the necessary
      replatting and other regulatory actions shall have been
      completed and Purchaser shall have received written notice
      thereof from Seller; provided, however, that
      notwithstanding anything contained in this Agreement to
      the contrary, Purchaser, at Purchaser's option, shall have
      the right to terminate this Agreement by delivering
      written notice of termination to Seller within 112 days
      after the Expiration Date if all of the necessary
      replatting and other regulatory actions have not been
      completed within 105 days after the Expiration Date, in
      which event the Earnest Money shall be returned to
      Purchaser and neither Seller nor Purchaser shall have any
      further duties or obligations under this Agreement except
      for certain indemnity obligations that are otherwise
      expressly provided herein to survive the Closing.  In
      addition, if (i) Purchaser fails to deliver written notice
      of termination to Seller within 112 days after the
      Expiration Date and (ii) all of the necessary replatting
      and other regulatory actions have not been completed
      within 165 days after the Expiration Date, then Purchaser,
      at Purchaser's option, shall also have the right to
      terminate this Agreement by delivering written notice of
      termination to Seller at any time prior to the date on
      which all of the necessary platting and other regulatory
      actions have been completed, in which event the Earnest
      Money shall be returned to Purchaser and neither Seller
      nor Purchaser shall have any further duties or obligations
      under this Agreement except for certain indemnity
      obligations that are otherwise expressly provided herein
      to survive the Closing.

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


                                    PURCHASER:

                                    PACIFIC RETAIL TRUST,
                                    a Maryland real estate   investment trust




Date Executed: _______________                    By: 
                                   Name:          
                                   Title:         


                                   SELLER:

                                   BUCKLEY SQUARE ASSOCIATES,
                                   a Colorado general partnership

                                   By:     T. ROWE PRICE
                                           RENAISSANCE FUND,
                                           LTD., A SALES-COMMISSION-FREE REAL
                                           ESTATE INVESTMENT,
                                           a Maryland corporation, its 
                                           partner



Date Executed: ______________             By:          
                                          Michael D. Westfall,
                                          its authorized agent



<PAGE>
The Annual Report to Limited Partners for the Year ended December
31, 1996 should be inserted here.


T. Rowe Price
Renaissance
Fund, Ltd.

A Sales-Commission-Free
Real Estate Investment

For information on your
Renaissance Fund account, call:
1-800-962-8300 toll free

For information on your
mutual fund account, call:
1-800-225-5132 toll free
625-6500 Baltimore area

T. Rowe Price Real Estate Group
100 East Pratt Street
Baltimore, Maryland 21202

Annual Report
For The Period Ended
December 31, 1996

FELLOW STOCKHOLDER:

The sale of Buckley Square during the fourth quarter had a major
impact on Fund results. We realized net proceeds after closing
costs and minority interest distributions of $6,189,000. After
distributing the taxable gain to shareholders, the remaining $4.8
million was used to pay down part of the Fund's debt on Buschwood
III under the terms of the loan agreement requiring all net
proceeds, except for the gain, to be applied against the
outstanding loan amount.
     Excluding the $1,368,000 gain on the sale of Buckley, the
Fund experienced a loss from operations of $223,000 in 1996
compared with income of $678,000 in 1995. The difference between
1995 and 1996 was a direct result of a valuation impairment of
$907,000 at Post Oak Place. Including the gain from the sale, the
Fund's net income in 1996 was $1,145,000.
     Revenues from rental income and interest resulted in total
revenues of $5,320,000 for the year compared with $4,878,000 a
year earlier. Revenues and operating expenses, excluding the Post
Oak impairment, were up by comparable amounts, $442,000 and
$436,000, respectively, due primarily to the inclusion of
Buschwood for the full year in 1996. Increases in operating
income at Buckley prior to the sale, and at Buschwood for a full
year, offset operating declines at Gatehall I due to a lower
average leased status over the year, and at Post Oak Place due to
greater depreciation and bad debt expense.
     We signed new, renewal, and expansion leases totaling 26% of
the Fund's total square footage in 1996. Declines because of
tenant turnover at Valley Business Center in the fourth quarter
offset gains at Gatehall I and Post Oak Place, resulting in the
overall leased status of the Fund remaining unchanged at 87% from
the prior year-end.

Real Estate Investments (Dollars in thousands)
_________________________________________________________________

                                        Average     Contribution
                       Leased Status  Leased Status to Net Income
                        ___________   _____________ ____________

               Gross                     Twelve        Twelve
             Leasable                 Months Ended  Months Ended
Property       Area    December 31,   December 31,  December 31,
Name         (Sq. Ft.)     1996        1995  1996   1995     1996
_________   __________  __________     _____ _____  ____     ____

Valley 
  Business
  Center      202,500       87%          98%   97% $253   $  256

Post Oak 
  Place        56,400       81           75    76    48     (933)

Gatehall I    113,600       82           82    73   157      (52)

Buschwood 
  III          76,900      100          100   100     7      154
             ________     ____         ____  ____ _____    _____

              449,400       87           91    89   465     (575)
Properties 
  Sold              -        -            -     -   357    1,958

Fund 
  Expenses 
  Less 
  Interest 
  Income            -        -            -     -  (144)    (238)
             ________     ____         ____  ____ _____    _____

Total         449,400      87%          91%   89%  $678   $1,145

     At Valley Business Center, we signed three new and five
renewal leases representing 25% of the property. Near year-end,
however, the loss of two tenants caused a decline in occupancy,
but in January we signed a new lease for most of the remaining
vacancy.
     The gains at Post Oak Place were a result of four new
leases, three renewals, and two expansion leases totaling 21% of
this Houston office property. The market is slowly improving, but
we cannot be sure this trend will continue and thought it prudent
to record the valuation impairment.
     While the average leased status at Gatehall I fell from a
year earlier, the year-end leased rate increased 11 percentage
points. The rise at this Parsippany, New Jersey, property was
attributable to four new leases, one renewal, and five expansion
leases encompassing 28% of the property. Occupancy had been hurt
earlier by the loss of two tenants that did not renew and one
whose lease was terminated for credit reasons. We successfully
appealed taxes on the property, which resulted in an $86,000
refund.
     Buschwood III, an office building located in Tampa, Florida,
has been 100% leased since June 1995, when the Fund acquired it.
There is a problem with the existing energy management system,
and we will be making the necessary changes shortly. We will have
more to say in our first quarter 1997 report.

Share Valuation

As you know, at the end of each year we employ a third-party
appraiser to review and assess the analysis and assumptions used
to prepare an estimated current value of the properties held in
your Fund. The Fund then uses these valuations to prepare an
estimated share value, which is approved by the Fund's Board of
Directors. The estimated share value may not be representative of
the value of your shares when the Fund ultimately liquidates. Nor
is there any assurance that you could sell your shares today at a
price equal to the current estimated value.
     At December 31, 1996, the estimated share value of the Fund
was $13.44. After adjusting for our February distribution of
$0.99, the estimated value per share is $12.45.

Dividend  

The Fund declared a fourth quarter dividend of $0.99 per share,
of which $0.912 was from the taxable gain on the sale of Buckley
Square. This brings the total dividends for the year to $1.44,
100% of taxable income. During the first three quarters of 1996,
the dividend had been set at $0.15 per unit. Going forward, we
expect Buschwood to become more profitable now that part of its
debt has been paid down, and increased income from this property
should partly offset the loss of income from Buckley Square.
However, we will determine future dividends each quarter based on
cash flows, anticipated capital requirements, and the status of
property dispositions.

Outlook

Currently, the Fund has no properties held for sale, but we
anticipate that some will be put on the market through the course
of the year. Some of you have asked why we are interested in
selling now, just as the market has been exhibiting signs of
strengthening.
     Our primary goal is to take advantage of rising property
values while the market is improving and using the opportunity to
capture higher prices for investors. As usually happens in
improving markets, the turnaround in real estate is broadly
encouraging an increasing supply of new properties, which could
eventually lead to an oversupply and softer prices down the road.
This is normal as the real estate cycle runs its course. While we
do not expect a recession in either real estate or the general
economy to emerge in the near future, the country's economic
expansion is almost six years old and is approaching an advanced
stage, by historical measures.
     It is possible that by selling Fund properties during the
next few years, we might miss some further advances in real
estate values. However, with prices currently rising due to
strong tenant and investor demand, supply growing in many
markets, and the Fund nearing the end of its expected lifespan,
we believe it is prudent to sell into that strength while prices
are on the upswing.

     Sincerely,

     James S. Riepe
     Chairman

February 7, 1997

                      REAL ESTATE HOLDINGS
                        December 31, 1996
                         (In thousands)

                                          Date     Carrying
Property Name       Type and Location   Acquired    Amount
_______________     _______________     _________  ________
   
Valley Business     Industrial             6/90    $6,219
   Center           Denver, Colorado

Post Oak Place      Office                 2/92     1,982
   Houston, Texas

Gatehall I          Office                 8/94     6,192
   Corporate Center Parsippany, New Jersey

Buschwood III       Office                 6/95     5,424
   Tampa, Florida                                        
                                                _________

                                                   $19,817
                                                _________
                                                _________

                   CONSOLIDATED BALANCE SHEETS
                (In thousands except share data)
                                          
                                    December 31,December 31,
                                        1996        1995
                                     _______________________

Assets

Real Estate Property Investments
 Land. . . . . . . . . . . . . . . .   $   5,438      $  6,037
 Buildings and Improvements. . . . .      16,245        15,971
                                         _______       _______
                                          21,683        22,008
 Less:  Accumulated Depreciation
    and Amortization . . . . . . . .      (1,866)       (1,387)
                                         _______     _________

                                          19,817        20,621
 Held for Sale . . . . . . . . . . .           -         5,332
                                         _______      ________

                                          19,817        25,953
Cash and Cash Equivalents. . . . . .       2,738         1,608
Accounts Receivable  
 (less allowances of $10 and 
    $11) . . . . . . . . . . . . . .         277           281
Other Assets . . . . . . . . . . . .         148           194
                                        ________      ________
                                     
                                         $22,980      $ 28,036
                                        ________      ________
                                        ________      ________

Liabilities and Stockholders' Equity

Liabilities
 Mortgage Loans Payable. . . . . . .     $ 4,106      $  8,976
 Security Deposits and Prepaid 
    Rents. . . . . . . . . . . . . .         268           326
 Accrued Real Estate Taxes . . . . .         175           284
 Accounts Payable and 
    Other Accrued Expenses . . . . .         346           285
 Dividends Declared. . . . . . . . .       1,514            76
 Minority Interest . . . . . . . . .           -           541
                                         _______      ________

Total Liabilities. . . . . . . . . .       6,409        10,488
                                         _______      ________
Stockholders' Equity
 Common Stock, $.001 Par Value, 
    Authorized 5,500,000 Shares;
    Issued and Outstanding 1,529,446 
    and 1,527,191 Shares . . . . . .           1             1
 Additional Paid-In Capital. . . . .      18,526        18,447
 Dividends in Excess of Net Income .      (1,956)         (900)
                                        ________      ________

Total Stockholders' Equity . . . . .      16,571        17,548
                                        ________      ________

                                         $22,980      $ 28,036

The accompanying notes are an integral part of the consolidated
financial statements. 

              CONSOLIDATED STATEMENTS OF OPERATIONS
             (In thousands except per-share amounts)
 
                                  Years Ended December 31,
                                    1996      1995       1994
                                  _________ _________  _________

Revenues

Rental Income. . . . . . . . .   $   5,231  $   4,822  $  3,246
Interest Income. . . . . . . .          89         56       118
                                 _________  _________ _________

                                     5,320      4,878     3,364
                                 _________  _________ _________

Expenses

Property Operating 
  Expenses . . . . . . . . . .       2,055      1,749       948
Real Estate Taxes. . . . . . .         512        566       373
Depreciation and 
  Amortization . . . . . . . .         816        807       466
Decline of Property 
  Values . . . . . . . . . . .         907          -         -
Investment Advisory Fees . . .         280        251       157
Fund Management Expenses . . .         203        169       202
Interest Expense . . . . . . .         705        588       262
Amortization of 
  Organization Costs . . . . .           -         23        45
Minority Interest in 
  Operations . . . . . . . . .          65         47        51
                                 _________  _________ _________

                                     5,543      4,200     2,504
                                 _________  _________ _________

Income (Loss) from Operations before
  Gain on Real Estate Sold . .        (223)       678       860
Gain on Real Estate Sold 
  (Net of minority interest 
  of $309) . . . . . . . . . .       1,368          -         -
                                 _________  _________ _________

Net Income . . . . . . . . . .   $   1,145  $     678  $    860
                                 _________  _________ _________
                                 _________  _________ _________

Activity per Share

Net Income . . . . . . . . . .   $    0.75  $    0.45  $   0.58
                                 _________  _________ _________
                                 _________  _________ _________

Dividends Declared . . . . . .   $    1.44  $    0.59  $   0.64
                                 _________  _________ _________
                                 _________  _________ _________

Weighted Average Number of 
  Shares Outstanding . . . . .   1,529,663  1,509,428 1,487,108
                                 _________  _________ _________
                                 _________  _________ _________

The accompanying notes are an integral part of the consolidated
financial statements. 

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                (In thousands except share data)

                                       Additional Dividends
                          Common Stock   Paid-In In Excess 
                                                   Of Net
                          SharesAmount    Capital Income   Total
                          ______ _____    ______   _____   _____

Balance, 
 December 31, 1993 . . .1,479,199  $1  $17,727  $ (597) $17,131
Net Income . . . . . . .       -    -        -     860      860
Dividend 
 Reinvestments . . . . .  45,557    0      565       -      565
Share Repurchases. . . . (38,013)   0     (404)      -     (404)
Dividends Declared . . .       -    -        -    (950)    (950)
                        ________  ___  _______________   ______
Balance, 
 December 31, 1994 . . .1,486,743   1   17,888    (687)  17,202
Net Income . . . . . . .       -    -        -     678      678
Dividend Reinvestments .  59,602    0      787       -      787
Share Repurchases. . . . (19,154)   0     (228)      -     (228)
Dividends Declared . . .       -    -        -    (891)    (891)
                        ________   ___ _______________   ______
Balance, 
 December 31, 1995 . . .1,527,191   1   18,447    (900)  17,548
Net Income . . . . . . .       -    -        -   1,145    1,145
Dividend 
 Reinvestments . . . . .  39,491    0      523       -      523
Share Repurchases. . . . (37,236)   0     (444)      -     (444)
Dividends Declared . . .       -    -        -  (2,201)  (2,201)
                        ________  ___  _______________   ______
Balance, 
 December 31, 1996 . . .1,529,446  $1  $18,526  $(1,956)$16,571
                        ________  ___  _______________   ______
                        ________  ___  _______________   ______

The accompanying notes are an integral part of the consolidated
financial statements. 

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)

                                        Years Ended December 31,
                                         1996    1995     1994
                                        _______ _______  _______

Cash Flows from Operating Activities

Net Income . . . . . . . . . . . . .   $1,145   $  678  $   860
Adjustments to Reconcile Net Income 
  to Net Cash Provided by Operating 
  Activities
    Depreciation and Amortization. .      816      807      466
    Decline of Property Values . . .      907        -        -
    Amortization of Organization 
       Costs . . . . . . . . . . . .        -       23       45
    Minority Interest in 
       Operations. . . . . . . . . .       65       47       51
    Gain on Real Estate Sold . . . .   (1,368)       -        -
    Change in Accounts Receivable, 
       Net of Allowances . . . . . .        4      (99)     (79)
    Change in Other Assets . . . . .       46      (37)      53
    Change in Security Deposits and 
       Prepaid Rents . . . . . . . .      (58)      32      131
    Change in Accrued Real Estate 
       Taxes . . . . . . . . . . . .     (109)       2       10
    Change in Accounts Payable and Other 
       Accrued Expenses. . . . . . .       61      (12)       8
                                      _______  _______  _______
Net Cash Provided by Operating 
  Activities . . . . . . . . . . . .    1,509    1,441    1,545
                                      _______  _______  _______
Cash Flows from Investing Activities

Proceeds from Property 
  Disposition. . . . . . . . . . . .    7,036        -        -
Investments in Real Estate . . . . .     (946)  (6,070)  (6,222)
                                      _______  _______  _______
Net Cash Provided by (Used in) 
  Investing Activities . . . . . . .    6,090   (6,070)  (6,222)
                                      _______  _______  _______
Cash Flows from Financing Activities

Dividends Paid . . . . . . . . . . .     (763)  (1,141)    (830)
Dividend Reinvestments . . . . . . .      523      787      565
Share Repurchases. . . . . . . . . .     (444)    (228)    (404)
Minority Interest Distributions. . .     (915)     (54)     (37)
Proceeds of Mortgage Loan, Net of 
  Debt Issuance Costs. . . . . . . .        -    5,459    1,400
Repayment of Mortgage Loan . . . . .   (4,870)     (46)       -
                                      _______  _______  _______
Net Cash Provided by (Used in) 
  Financing Activities . . . . . . .   (6,469)   4,777      694
                                      _______  _______  _______
Cash and Cash Equivalents

Net Increase (Decrease) 
  during Year. . . . . . . . . . . .    1,130      148   (3,983)
At Beginning of Year . . . . . . . .    1,608    1,460    5,443
                                      _______  _______  _______

At End of Year . . . . . . . . . . .   $2,738   $1,608  $ 1,460

The accompanying notes are an integral part of the consolidated
financial statements. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

T. Rowe Price Renaissance Fund, Ltd., A Sales-Commission-Free
Real Estate Investment (the "Fund"), was incorporated on June 14,
1989, in the state of Maryland. The Fund intends to continue to
qualify and elect to be taxed as a Real Estate Investment Trust
(REIT) under the Internal Revenue Code of 1986, as amended, and
accordingly will not be subject to federal income taxes on
amounts distributed to stockholders, provided it distributes at
least 95% of its taxable income and meets certain other
conditions. The Fund believes that it has met the requirements
for qualification as a REIT from inception through December 31,
1996. The Fund has declared dividends of at least 100% of its
taxable income since inception. There are, therefore, no
provisions for federal income taxes in the accompanying
consolidated financial statements.
    T. Rowe Price Real Estate Group, Inc., a wholly-owned
subsidiary of T. Rowe Price Associates, Inc. (the "Sponsor"),
provided the initial capital for the Fund through its purchase of
16,000 shares of common stock at $12.50 per share.
    The Fund has a reinvestment plan whereby stockholders may
elect to have dividends automatically reinvested in additional
shares of the Fund, or fractions thereof, instead of receiving
cash payments. Through December 31, 1996, 336,806 shares had been
purchased under this plan for total reinvestment of $4,218,000.
The purchase price of shares acquired through the reinvestment
plan is established at least annually by the Fund's Board of
Directors based upon its estimate of the fair market value of the
net assets of the Fund.
    The Fund also provides a Liquidity Enhancement Plan (the
"Plan") pursuant to which stockholders may request that the Fund
repurchase their shares. The Fund utilizes reinvestment proceeds
to repurchase shares of stock. Through December 31, 1994, shares
were repurchased at the lesser of 90% of the estimated fair
market value or $10.625 per share. Subsequently, the repurchase
price of a share has been 90% of the estimated fair market value
of the share, which during 1996 was $11.93 per share.  As of
December 31, 1996, 129,919 shares had been repurchased under the
Plan for a total cost of $1,453,000.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Fund's financial statements are prepared in accordance with
generally accepted accounting principles which requires the use
of estimates and assumptions by the Fund's management.
    The consolidated financial statements include the accounts
of the Fund and the accounts of Buckley Square Associates, a
Colorado general partnership, in which the Fund had a 90%
controlling general partnership interest until its disposition in
late 1996.
    The Fund will review its real estate property investments
for impairment whenever events or changes in circumstances
indicate that the property carrying amounts may not be
recoverable. Such a review will result in the Fund recording a
provision for impairment of the carrying value of its real estate
property investments if the estimated future cash flows from a
property's operations and projected sale are less than the
property's net carrying value.  Whenever a provision for
impairment is recorded, the estimated fair value of the property
will become its new cost basis.  The Fund's management believes
that the estimates and assumptions used in evaluating the
carrying value of the Fund's properties are appropriate; however,
changes in market conditions and circumstances could occur in the
near term which would cause these estimates to change.  
    Depreciation is calculated primarily on the straight-line
method over the estimated useful lives of buildings and
improvements, which range from five to 40 years. Lease
commissions and tenant improvements are capitalized and amortized
over the life of the lease using the straight-line method.
    On January 1, 1996, the Fund adopted Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of."  The impact of adopting this SFAS is that
depreciation expense is not recognized on properties held for
sale after 1995.
    Cash equivalents consist of all short-term, highly liquid
investments including money market mutual funds and marketable
U.S. Treasury debt securities with maturities at the time of
acquisition of three months or less. The cost of such investments
approximates fair value.
    The Fund uses the allowance method of accounting for
doubtful accounts. Provisions for uncollectible tenant
receivables in the amounts of $78,000, $6,000, and $16,000 were
recorded in 1996, 1995, and 1994, respectively. Bad debt expense
is included in Property Operating Expenses.
    Rental income is recognized on a straight-line basis over
the term of each lease. Rental income accrued, but not yet
billed, is included in Other Assets and aggregates $86,000 and
$94,000 at December 31, 1996 and 1995, respectively.
    Organization costs were amortized over a five-year period.

NOTE 3 - TRANSACTIONS WITH RELATED PARTIES

Pursuant to contracts executed in 1991, the Fund pays advisory
fees to T. Rowe Price Real Estate Group, Inc. (the "Investment
Manager"), an affiliate of the Fund's Sponsor, and LaSalle
Advisors Limited Partnership (the "Investment Advisor"). The
Investment Manager provides communications, cash management,
administrative, and other related services to the Fund for an
advisory fee of .45% per year of the fair market value, as
defined, of the Fund's assets and earned $133,000, $119,000, and
$75,000 in 1996, 1995, and 1994, respectively. The Investment
Advisor provides the Fund with real estate advisory, accounting,
and other related services for an advisory fee of .50% per year
of the fair market value, as defined, of the Fund's assets and
earned $147,000, $132,000, and $82,000 in 1996, 1995, and 1994,
respectively. Recognition of these investment advisory fees is
subject to limitations adopted by the Fund pursuant to guidelines
promulgated by the North American Securities Administrators
Association.
    An affiliate of the Investment Manager earned a normal and
customary fee of $3,000, $4,000, and $7,000 from the money market
mutual funds in which the Fund made its interim cash investments
during 1996, 1995, and 1994, respectively.
    The Fund also reimburses the Investment Manager and
Investment Advisor for certain defined expenses incurred in
operating and administering the affairs of the Fund. Expense
reimbursements for the Investment Manager totaled $40,000,
$32,000, and $26,000 for 1996, 1995, and 1994, respectively.
Reimbursements for the Investment Advisor totaled $30,000 for
each of the last three years.
    In addition, the Fund is obligated to pay acquisition fees
for services rendered in connection with the purchase of
properties.  Acquisition fees equal two percent of the aggregate
proceeds from the sale of common stock, issuance of debt and
reinvestment of dividends which are used by the Fund to acquire
properties.  In 1995, the Investment Manager and Investment
Advisor each received $52,500 in connection with the Buschwood
III acquisition and in 1994 received $23,000 and $58,000,
respectively, related to the Gatehall I purchase.
    One director of the Fund is also a director of the
Investment Manager and its affiliates. Certain officers of the
Fund are also officers of the Investment Manager or its
affiliates.

NOTE 4 - PROPERTY DISPOSITION

In November 1996, Buckley Square was sold, and the Fund received
net proceeds of $6,189,000 for its 90% interest.  The net book
value of the Fund's interest at the date of sale was $4,821,000
after deduction of accumulated depreciation and minority
interest.  Accordingly, the Fund recognized a $1,368,000 gain on
the sale of this property in the fourth quarter of 1996. 
Proceeds from this property sale will be distributed in January
1997 to  Fund shareholders in the amount of $1,394,000, the gain
on disposition for tax purposes.  Proceeds of $4,552,000 were
used to repay a significant portion of the Fund's outstanding
debt in 1996.  Subsequent to December 31, 1996, the residual
proceeds of $243,000 were also used to reduce debt.

NOTE 5 - PROPERTY VALUATIONS

Based upon a review of current market conditions, estimated
holding period, and future performance expectations, the Fund's
management has determined that the net carrying value of Post Oak
Place may not be fully recoverable from future operations and
disposition and recognized an impairment charge of $907,000 in
1996.

NOTE 6 - REAL ESTATE PROPERTY INVESTMENTS AND MORTGAGE LOANS
PAYABLE

The Fund entered into a Note and Deed of Trust in conjunction
with the acquisition of Valley Business Center in 1990. The $2.1
million non-recourse loan bears interest at a rate of 9.875% per
annum and is secured by the Fund's interest in the property. The
loan requires monthly interest payments with full principal due
on September 15, 1997.
    On August 19, 1994, the Fund acquired Gatehall I, an office
building located in Parsippany, New Jersey, for $5,795,000,
including the proceeds of a $1,422,000 bank borrowing.  On June
29, 1995, the Fund acquired Buschwood III, an office building
located in Tampa, Florida, for $5,536,000, primarily from the
proceeds of a $5,500,000 bank borrowing which was combined with
the Gatehall I loan for an aggregate borrowing of $6,922,000. 
The new mortgage loan is secured by both properties and bears
interest at the Fund's option of either LIBOR plus 1.75% for up
to six months or the prime rate plus .25%.  Monthly payments
include principal in the amount of $9,200 plus accrued interest. 
The remaining principal balance is due in June 1998.  The debt
terms also require that a significant portion of any proceeds
from the sale of Valley Business Center be applied as a repayment
of the outstanding principal balance.  At December 31, 1996,
outstanding borrowings under this loan agreement were $2,006,000.
    Debt issuance costs are amortized on a straight-line basis
over the expected life of the related loan.  Unamortized amounts
are included in Other Assets and aggregate $14,000 at December
31, 1996 and $63,000 at December 31, 1995.
    Interest paid on mortgage loans totaled $707,000, $508,000,
and $234,000 in 1996, 1995, and 1994, respectively.

NOTE 7 - LEASES

Future minimum rentals (in thousands) to be received by the Fund
under noncancelable operating leases in effect at December 31,
1996 are:

              1997              $  3,139
              1998                 2,413
              1999                 1,520
              2000                   573
              2001                   204
           Thereafter                  -
                                 _______

             Total              $  7,849
                                 _______
                                 _______

NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENT TO TAXABLE INCOME

As described in Note 1, the Fund intends to continue to be taxed
as a REIT.  Accordingly, the Fund has not provided for an income
tax liability; however, certain timing differences exist between
amounts reported for financial statements and federal income tax
purposes.  These differences are summarized below for the last
three years:

                               1996      1995     1994
                             ________  ________ ________
                                    (in thousands)

Book net income. . . . . .    $1,145    $  678   $   860
Decline in property
  value. . . . . . . . . .       907         -         -
Depreciation . . . . . . .       140       192        44
Other items. . . . . . . .         8        21        45
                            ________  ________  ________
Taxable income
  before REIT dividend
  deduction. . . . . . . .    $2,200    $  891   $   949
                            ________  ________  ________
                            ________  ________  ________

NOTE 9 - DIVIDEND DECLARATION

The Fund declared a quarterly cash dividend of $.99 per share,
including $.912 related to the gain on the Buckley Square sale,
payable to stockholders of record at December 31, 1996. The
dividend will be paid in January 1997.

MARKET FOR THE FUND'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

On February 1, 1997, there were 2,606 record holders. Although
the Fund's shares of common stock are fully transferable, there
is no public market for the shares, and it is not anticipated
that a public market for the shares will develop.
    The Fund has a Reinvestment Plan through which stockholders
may elect to have their dividends automatically reinvested in
additional shares, or fractions thereof, instead of receiving
cash payments. The per-share price under the plan was initially
set at $12.50 in 1990. The Board of Directors determines the
value of the shares to be sold pursuant to the plan on at least
an annual basis, based on its good faith estimate of the amount
stockholders would receive if the Fund's real estate investments
were sold for their estimated values and if such proceeds,
together with the other assets of the Fund, were distributed in a
liquidation of the Fund.  The Board has determined the per-share
value to be $12.45 for reinvestments in 1997 (subject to
adjustment in the case of any material changes).  Historical
activity in the Reinvestment Plan is discussed in the "Liquidity
and Capital Resources" section of "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
section of this report, below, which section is hereby
incorporated by reference herein.  The plan may be terminated at
any time.
    The Fund also has a Liquidity Enhancement Plan, which
provides stockholders with the opportunity to present some or all
of their shares to the Fund for repurchase, and to have those
shares repurchased if the Fund has sufficient proceeds from the
Reinvestment Plan available for this purpose. The Liquidity
Enhancement Plan was implemented in the second quarter of 1992.
Under the Plan, the repurchase price per share is 90% of the fair
market value ($11.21 in 1997). Completed repurchase requests must
be received in good order by the Fund at least 30 days prior to
the end of a quarter for the shares to qualify for repurchase at
the end of that quarter.  Historical activity in the Liquidity
Enhancement Plan is discussed in the "Liquidity and Capital
Resources" section of "Management's Discussion and Analysis and
Results of Operations" in this report, below, which section is
hereby incorporated by reference herein.  The Fund may terminate
the Plan at any time.
    The Fund intends to pay dividends on a quarterly basis,
payable within 45 days after the end of each calendar quarter, to
stockholders of record on the record date or dates declared for
such quarter as determined by the Board of Directors.  The Fund
intends to pay dividends each year to stockholders in an amount
at least equal to 100% of its taxable income in order to continue
to qualify as a real estate investment trust in accordance with
the Internal Revenue Code of 1986, as amended, and to avoid the
payment of federal income tax at the corporate level.  Quarterly
dividends declared during the past two years were: $.18 for each
of the first three quarters of 1995, $.05 for the fourth quarter
of 1995, $.15 for each of the first three quarters of 1996, and
$.99 for the fourth quarter of 1996.  Dividends declared for the
first three quarters of 1995 and 1996 were based on estimates of
cash flows and net income for tax purposes made at the beginning
of each year.  Fourth quarter dividends were declared in order to
set the total dividends paid for each year equal to 100% of
taxable income.  The dividend for the fourth quarter of 1996
included a capital gain dividend of $.912.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES

The Fund sold 1,306,559 shares in connection with the public
offering of shares in 1990, for a total of $16,310,000, in
addition to the purchase of 16,000 shares for $200,000 by T. Rowe
Price Real Estate Group, Inc., at the time the corporation was
formed.  After deduction of organizational and offering costs of
$976,000, the Fund had $15,534,000 available for investment and
capital reserves.
    Additional shares have been and will continue to be sold, if
at all, only in connection with the Fund's reinvestment plan.
Additional capital in the amount of $5,257,329 was raised from
dividend distributions reinvested through February 1, 1997, and
420,290 additional shares were issued in connection therewith.
The amount of additional capital to be raised from this source in
the future will depend on the size of the Fund's dividends per
share and the number of shares in the Reinvestment Plan at any
given time. There are no organizational or offering expenses
associated with or deducted from such proceeds.  Substantially
all of this capital has been used to repurchase shares in
connection with the Fund's Liquidity Enhancement Plan and for
investment in or improvements to real estate, including the
repayment of debt.  As of February 1, 1997, $160,000 remained
available.  As of February 1, 1997, 135,092 shares had been
repurchased under the Liquidity Enhancement Plan for a total of
$1,511,000.
    In 1996, the Fund sold Buckley Square and received net
proceeds after deduction of minority interest of $6,189,000.  The
net book value of the Fund's interest at the date of sale was
$4,821,000.  As of December 31, 1996, the Fund held four
properties for a total investment in real estate, before
deduction of accumulated depreciation and amortization, of
$21,683,000, representing initial acquisition costs and
subsequent improvements after an adjustment of $907,000 for a
valuation impairment at Post Oak Place in 1996. The Fund
recognized this impairment based on the Investment Manager's
belief that the Fund may be unable to recover the net carrying
value of this property through future operations and sale.  
    Initial acquisition costs were partially funded by a $2.1
million loan secured by Valley Business Center, bearing interest
at 9.875% per annum, all due and payable in 1997, a $1.4 million
loan secured by Gatehall I, bearing interest at a floating rate
which as of February 2, 1997, stood at 7.29% per annum, due and
payable in 1998 (subject to the Fund's option to extend the loan
for two one-year terms), and a $5.5 million loan secured by
Buschwood III which was combined with the Gatehall loan.  In
February 1996, the Fund made an optional $200,000 payment on the
latter, reducing the combined principal balance to $6.7 million. 
In addition, in 1996, the Fund repaid a portion of this loan,
using proceeds from the Buckley Square disposition and leaving a
loan balance of $2 million.  
    For 1996, the ratio of revenue produced by the Fund's
properties to total debt service under these loans is
approximately 7 to 1.  Based on the portion of debt utilized to
acquire the properties, each of Valley Business Center, Gatehall
I, and Buschwood III generated sufficient revenue in 1996 to
cover debt service related to the property and contributed to
dividends paid to the Fund's stockholders.  Management
anticipates such a level will continue to be maintained in 1997
for Gatehall I, Buschwood III, and Valley Business Center.  
    The Fund expects to incur capital expenditures during 1997,
totaling approximately $1,200,000 for tenant improvements, lease
commissions, and other major repairs and improvements;
approximately 73% of these expenditures are dependent on the
execution of leases with new and renewing tenants.  As of
December 31, 1996, the Fund maintained cash and cash equivalents
aggregating $2,738,000, an increase of $1,130,000 from the prior
year-end. Cash from financing activities resulted in net outflows
in 1996 as compared to net inflows in 1995, primarily as a result
of the receipt of the proceeds of the mortgage loan utilized to
purchase Buschwood III in 1995 and the repayment of a substantial
portion of the loan in 1996.  Net cash provided by operating
activities remained generally unchanged from the prior year. 
Cash from investing activities increased by $12,160,000 as a
result of the purchase of Buschwood III in 1995 and the sale of
Buckley Square in 1996.
    The Fund maintains cash balances to fund its operating and
investing activities, including the costs of tenant improvements
and leasing commissions, costs which must be disbursed prior to
the collection of any resultant revenues. The Fund also has
additional borrowing capacity of $778,000 for use in connection
with tenant improvements, leasing commissions, and other capital
expenditures at Gatehall I.  Management believes that year-end
cash balances, cash generated from operating activities in 1997,
and its borrowing capacity will be adequate to fund its current
operating needs. 

Results of Operations

1996 v. 1995

The Fund's net income of $1,145,000 for 1996 equates to $0.75 per
share compared with $678,000, or $0.45 per share, in 1995.  The
increase was driven by the $1,368,000 gain on the sale of Buckley
Square.  Excluding the gain on the sale of Buckley Square, the
Fund experienced a loss from operations of $223,000 in 1996.  The
difference between 1995 and 1996 was a direct result of recording
a valuation impairment of $907,000 at Post Oak Place.
    Revenues from rental income and interest resulted in total
revenues of $5,320,000 for the year compared with $4,878,000 a
year earlier.  Revenues and operating expenses, excluding the
Post Oak Place impairment, were up by comparable amounts,
$442,000 and $436,000, respectively, due primarily to the
inclusion of Buschwood for the full year in 1996.  Increases in
operating income at Buckley Square prior to the sale, and at
Buschwood III for a full year, offset operating declines at
Gatehall I due to a lower average leased status over the year,
and at Post Oak Place due to greater depreciation and bad debt
expenses.
    Leases representing 16% of the portfolio's leasable square
footage are scheduled to expire in 1997.  These leases represent
approximately 18% of the portfolio's rental income for 1996. 
This amount of potential lease turnover is normal for the types
of properties in the portfolio, which typically lease to tenants
under three to five year leases.  There are no single-tenant
properties in the Fund's portfolio, and only one tenant, Liberty
Mutual at Buschwood III, accounted for more than 10% of the
Fund's revenue in 1996, providing slightly in excess of 10%.  The
Fund, therefore, does not expect any material adverse effect on
revenue in the event of the failure of any single tenant in 1997.
    The directors of the Fund declared dividends of $1.44 per
share during 1996.  The gain on the sale of Buckley Square
resulted in  higher per-share dividends than last year's $0.59
per share.  Total dividends declared in 1996 were $2,201,000,
compared to $891,000 in 1995.  All of the 1995 dividends were
paid from the Fund's cash flow.  Of the 1996 dividends,
$1,394,000 derived from the proceeds of the sale of Buckley
Square and the balance from the Fund's cash flow.

1995 v. 1994

The Fund's net income of $678,000 for 1995 equated to $0.45 per
share compared with $860,000, or $0.58 per share, in 1994.  The
decrease was driven by a lower leased level at Post Oak Place
(which was partially offset by lower operating expenses) and by
increased operating expenses and higher depreciation expenses
relating to charge-offs of tenant improvements at Valley Business
Center.
    Rental revenue was up $1,576,000 over the prior year, with
Gatehall I contributing $1,002,000 of the total (up $349,000 over
the increase in 1994), and Buschwood III contributing $600,000. 
Gatehall I was held for only four months in 1994, versus 12
months in 1995 and Buschwood III was held for only six months in
1995.  Interest expense on the debt incurred to purchase Gatehall
I and Buschwood III, together with operating expenses at these
properties, offset almost completely the improvements in rental
revenue.

Other Information

Information or statements provided by or on behalf of the Fund
from time to time may contain certain "forward-looking
information," including information relating to anticipated
growth in revenues or net income, anticipated disposition of
properties, anticipated expense levels, and expectations
regarding real estate market conditions.  The cautionary
statements provided below are being made pursuant to the Private
Securities Litigation Reform Act of 1995 and with the intention
of obtaining the benefits of the "safe harbor" provisions of the
Act for any such forward-looking information.  Many of the
following important factors discussed below, as well as other
factors, have also been discussed in the Fund's prior public
filings.  The Fund cautions readers that any forward-looking
information provided by or on behalf of the Fund is not a
guarantee of future performance and that actual results may
differ materially from those in the forward-looking information
as a result of various factors, including but not limited to
those discussed below.  Further, such forward-looking statements
speak only as of the date on which such statements are made, and
the Fund undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of
unanticipated events.
    The Fund's future revenues may fluctuate due to factors such
as: changes in demand for space in its properties or in market
rental rates, due to either local conditions or general economic
trends; and changes in demand by purchasers for the types of
properties owned by the Fund, or changes in the prices
prospective purchasers are willing to pay for properties.
    The Fund's future operating results are also dependent upon
the level of operating expenses, which are subject to fluctuation
for the following or other reasons: expenses and capital costs,
including depreciation, amortization and other non-cash charges,
incurred by the Fund to maintain its properties and procure
tenants and purchasers; assessed value of real estate or local
tax rates; and costs of environmental remediation.

INDEPENDENT AUDITORS' REPORT

To the Stockholders
T. Rowe Price Renaissance Fund, Ltd.,
A Sales-Commission-Free Real Estate Investment:

We have audited the accompanying consolidated balance sheets of
T. Rowe Price Renaissance Fund, Ltd., A Sales-Commission-Free
Real Estate Investment and its consolidated partnership, as of
December 31, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31,
1996.  These consolidated financial statements are the
responsibility of the Fund's management.  Our responsibility is
to express an opinion on these consolidated financial statements
based on our audits.
    We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.
    In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of T. Rowe Price Renaissance Fund, Ltd., A
Sales-Commission-Free Real Estate Investment and its consolidated
partnership as of December 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Chicago, Illinois
January 24, 1997

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