<PAGE>

                        AGREEMENT AND ESCROW INSTRUCTIONS

                   -------------------------------------------

                      Desert Samaritan Medical Building III

                             1520 South Dobson Road

                                  Mesa, Arizona

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                                  Aug. 15, 1995

Exhibit A         --       Legal Description of Property
Exhibit B         --       Ground Lease and Amendments
Exhibit C         --       List of Personal Property
Exhibit D         --       List of Tenant Leases and Tenant Deposits
Exhibit E         --       Escrow Instructions
Exhibit F         --       Promissory Note
Exhibit G         --       Rent Roll Format
Exhibit H         --       Estoppel Certificate
Exhibit I         --       List of Partner Tenants New Lease Terms
Exhibit J         --       Bill of Sale
Exhibit K         --       Assignment of Tenant Leases
Exhibit L         --       General Assignment
Exhibit M         --       Non-Foreign Status Certificate
Exhibit N         --       Assignment of Ground Lease/Estoppel
Exhibit O         --       Special Warranty Deed





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                  THIS AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is
entered into on this 15th day of August, 1995 in Phoenix, Arizona by
and between Phase III Desert Samaritan Medical Building Partners, an Arizona
general partnership ("Seller") and Desert Commercial Properties Limited
Partnership, an Arizona limited partnership or its Permitted Assignee ("Buyer")
with respect to the following facts:

                                    RECITALS

                  A. Seller is the ground lessee of certain property more
particularly described on Exhibit "A" attached to this Agreement (the "Real
Property")), pursuant to a Ground Lease dated July 3, 1984 with Samaritan Health
System (formerly known as Samaritan Health Service and Samaritan Health
Services), an Arizona non-profit corporation ("Samaritan") and evidenced by
Memorandum of Ground Lease recorded July 3, 1984, as Instrument No. 84-543286,
and a First Amendment to Ground Lease dated January 1, 1992 and subject, among
other things, to Second Amendment to Reciprocal Easement Agreement recorded
December 23, 1993, as Instrument No. 93-900503, all as described in Exhibit "B"
attached to this Agreement (collectively, the "Ground Lease, with the lessee's
interest thereunder referred to as the "Ground Lessee's Interest").

                  B. In addition, Seller owns, or has interest in: (i) various
plans, licenses, permits and other personal property as more particularly
described in Exhibit "C" attached to this Agreement ("Personal Property"); (ii)
various leases with tenants ("Tenants") at the Property as more particularly
described in Exhibit "D" attached to this Agreement ("Tenant Leases"); (iii) the
fixtures, equipment and improvements, generally consisting of a commercial
medical building commonly known as 1520 South Dobson Road, Mesa, Arizona (the
"Improvements"); (iv) security and other deposits ("Tenant Deposits") paid by
Tenants pursuant to Tenant Leases; and (v) other rights and interests
constituting a part of or appurtenant to the foregoing, including but not
limited to warranties, name of and telephone number for "Desert Samaritan
Medical Building III" or equivalent, easements, licenses, parking areas, tax,
insurance and condemnation awards and other matters (with any or all of the
foregoing including the Ground Lessee's Interest, sometimes referred to herein
as the "Property").

                  C. Buyer desires to purchase, and Seller desires to sell, the
Property, including the assignment of the Ground Lessee's Interest and Tenant
Leases to Buyer, on the terms and conditions set forth in this Agreement.

                        AGREEMENT AND ESCROW INSTRUCTIONS

                  NOW, THEREFORE, incorporating herein by this reference the
foregoing recitals and in consideration of the terms and conditions of this
Agreement, and the mutual covenants herein contained, Seller and Buyer hereby
agree as follows:





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                  1.       Escrow.

                           (a)      Opening Of Escrow.

                  The escrow for the consummation of the transaction 
contemplated by this Agreement (the "Escrow") shall be opened on that date
("Opening of Escrow") on which a copy or copies of this Agreement signed by
Seller and Buyer together with Buyer's Deposit (as defined in paragraph 3(b)(i)
are delivered to Chicago Title Insurance Company located at 2020 North Central
Avenue, Suite 300, Phoenix, Arizona, (FAX: (602) 382-2261 Attn: Clifford
Dieckoff ("Escrow Holder"). This Agreement, together with any additional escrow
instructions provided for herein or executed pursuant hereto, shall: (i)
constitute escrow instructions to the Escrow Holder; and (ii) evidence the
agreement of Seller and Buyer with respect to the purchase and sale of the
Property.

                           (b)      Requests Of Escrow Holder.

                                    Seller and Buyer hereby adopt escrow 
instructions for the escrow in the form attached as Exhibit "E", and each agree
to execute such additional escrow instructions and other documents, and take
such other steps, not inconsistent herewith, as the other or Escrow Holder may
reasonably require in order to perform its functions and close the transactions
contemplated herein in a timely manner; provided, however, that: (i) any such
additional escrow instructions shall not include the customary thirteen (13) day
cancellation provision usually contained in Arizona escrows and this Agreement
shall control to the extent of any conflict or inconsistency with such escrow
instruction or documents.

                  2.       Purchase And Sale Of The Property And Personal 
Property.

                           Seller hereby agrees to sell and convey to Buyer, 
and Buyer hereby agrees to purchase from Seller, the Property, all upon the
terms and subject to the conditions set forth in this Agreement.

                  3.       Consideration To Seller.

                           (a)      The Purchase Price.

                                    The purchase price payable by Buyer to 
Seller for the Property shall be Eight Million Nine Hundred Thousand and No/100
Dollars U.S. ($8,900,000.00) (the "Purchase Price").



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<PAGE>

                           (b)      Terms Of The Purchase.

                                    (i)     Deposit.

                                            Concurrent with the Opening of 
Escrow, Buyer shall deposit with Escrow Holder the amount of Fifty Thousand
Dollars ($50,000.00) ("Deposit"). The Deposit shall be deposited in a segregated
interest bearing account titled for this transaction and Escrow with interest
thereon accruing for the benefit of Buyer if Close of Escrow occurs and, if
Close of Escrow does not occur, for the benefit of the party that is entitled to
the Deposit pursuant to this Agreement. Prior to the Close of Escrow (or
earlier, if requested by Escrow Holder), Buyer, or its Permitted Assignee, shall
provide its tax identification number to Escrow Holder for purposes of reporting
interest earned.

                                    (ii)     Payment Upon Close Of Escrow.

                                     At or prior to the Close of Escrow, Buyer 
shall deliver or cause to be delivered to Escrow Holder: (i) cash or immediately
available funds in an amount equal to Seller's Required Payments (as herein
defined); (ii) a Promissory Note in the form of Exhibit "F" (the "Note"),
completed to reference an original principal amount equal to the Purchase Price
less the sum of the Deposit and the Seller's Required Payments (the "Note
Amount"), duly executed and delivered by Buyer; and (iii) a Letter of Credit in
an amount equal to the total of the Note Amount plus interest accruing thereon
from Close of Escrow until the Maturity Date, issued by an Acceptable Bank (as
those terms are herein defined). Seller shall pay the Letter of Credit Fee;
provided, that should Seller not pay the Letter of Credit Fee prior to Close of
Escrow, Buyer shall have the right to reduce the Note Amount by an amount equal
to the Letter of Credit Fee, with the Letter of Credit amount to be adjusted
accordingly, and Buyer to pay the Letter of Credit Fee.

                           (c)      Definitions.

                                    For purposes of Paragraph 3(b)(ii), the
following terms shall have the following meanings:

                           "Letter of Credit" shall mean a standby, irrevocable,
non-transferable and non-negotiable Letter of Credit issued by an Acceptable
Bank and secured by a certificate of deposit maturing on the Maturity Date
obtained and funded by Buyer at Close of Escrow and pledged in favor of
Acceptable Bank to secure the Letter of Credit (with the rate of interest
payable by Acceptable Bank on such certificate of deposit referred to herein as
the "CD Rate"), available for draw by Seller at any time on or within thirty
(30) days following the Maturity Date at Phoenix, Arizona, upon default in
payment of the Promissory Note.

                           "Acceptable Bank" shall mean Bank One, N.A., Morgan 
Guaranty Trust or other financial institution reasonably acceptable to Seller
and Buyer, as designated by Seller to Buyer not later than twenty (20) days
prior to Close of Escrow, and willing to issue the Letter of Credit.



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                           "Maturity Date" shall mean January 3, 1996.

                           "Letter of Credit Fee" shall mean all fees and costs
charged by Acceptable Bank in issuing the Letter of Credit.

                           (d)      Seller Required Payments.

                           At or prior to Close of Escrow, Seller shall pay the
following ("Seller's Required Payments"): (i) all costs to pay off any and all
existing liens and encumbrances against the Property (including pre-payment,
defeasance and other fees and costs), including but not limited to the then
remaining principal balance and accrued interest under, that $8,200,000.00
obligation evidenced by Deed of Trust dated November 29, 1984 and recorded
December 18, 1984, as Instrument No. 84-543287 and Assignment of Rents and
Leases dated November 29, 1984 and recorded December 18, 1984, as Instrument No.
84-543289, both made by Seller in favor of First Interstate Bank of Arizona,
N.A., as Trustee under Indenture of Trust dated as of November 29 1984, as
successor-in-interest to the Industrial Development Authority of the City of
Mesa, Arizona, and related documents (the "IDA Obligations"); (ii) all escrow
fees, title insurance premiums, recording costs and similar costs payable by
Seller pursuant to this Agreement; (iii) all real estate commissions payable by
Seller pursuant to this Agreement; (iv) all Tenant Deposits, rent pro-rations,
and similar payments payable by Seller pursuant to this Agreement; and (v) all
other payments payable by Seller, pursuant to this Agreement, at or prior to
Close of Escrow.

                  4.       Seller's Deliveries.

                           (a)      Seller's Initial Deliveries.

                                    Within seven (7) days following the Opening
of Escrow (unless otherwise provided), Seller shall deliver or cause to be
delivered to Buyer, originals or legible copies of the following documents
pertaining to the Property to the extent not previously delivered to Buyer:

                                    (i)     Preliminary Title Report for the 
Real Property together with all documents referenced therein ("Preliminary Title
Report") issued by Chicago Title Insurance Company ("Title Company"), to be
delivered by Escrow Holder to Seller;

                                    (ii)    the Ground Lease, and any other 
documents pertaining to the Ground Lease;

                                    (iii)   All income and expense records for 
the fiscal years 1992, 1993, 1994 and 1995 to date;

                                    (iv)    Current real, personal property and
rent tax bills including any prior or pending appeal information;



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                                    (v)     All maintenance records, service 
contracts and other documents concerning maintenance for 1993, 1994 and 1995;

                                    (vi)    A schedule of all renovations and 
construction costs, together with all contracts and warranties with respect 
thereto, for 1993, 1994 and 1995;

                                    (vii)   All existing Tenant Leases, and a 
schedule of all of the Deposits, which shall be set forth on Exhibit "D";

                    (viii) All equipment leases or contracts;

                                    (ix)    All existing asbestos reports or 
other hazardous material reports, including test results, if any ("Environmental
 Reports");

                                    (x)     Any existing surveys, including, 
any which identify compliance and non-compliance items under the Americans with 
Disability Act of 1992;

                                    (xi)    All plans and specifications that 
Seller has in its possession or control, including all mechanical and electrical
drawings;

                                    (xii)   Current rent roll for all Tenants 
and Tenant Leases (to be updated not less often than each thirty (30) days until
Close of Escrow, and not earlier than three (3) days prior to the Close of
Escrow) disclosing all pertinent terms of the Tenant Lease, including but not
limited to, Tenant Deposits, term, premises, options and similar rights,
delinquencies, concessions, rent and rental increases, in the basic format of
Exhibit "G" (the "Rent Roll"); and

                                    (xiii)  any other documents and information 
in Seller's custody or control pertaining to the Property, including the 
operation and condition thereof.

                           All of the documents set forth in paragraph 4(a) 
above shall collectively be referred to as "Initial Deliveries".

                           (b)      Certification Of Seller's Initial
Deliveries.

                                    Upon Seller's completion of delivery of the
Initial Deliveries to Buyer, Seller shall provide to Buyer and Escrow Holder a
written certification for all of the Initial Deliveries which shall certify that
the Initial Deliveries provided to Buyer constitute all of the documents in
Seller's possession or control with respect to each category referred to in
paragraph 4(a) ("Delivery Certification").

                           (c)      Confidentiality.

                                    Buyer shall maintain the confidentiality of
the Initial Deliveries; provided, that the foregoing shall not preclude Buyer 



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from providing the Initial Deliveries, information contained therein, or
extrapolations thereof, to third parties reasonably connected to Buyer's
acquisition and financing of the Property, including but not limited to,
attorneys, accountants, appraisers, prospective investors or partners,
prospective property managers, prospective lenders, mortgage brokers or bankers
for prospective financing, or otherwise as required by applicable law (the
"Confidentiality Obligation"). The Confidentiality Obligation shall
automatically terminate on Close of Escrow except with respect to that portion
of the Initial Deliveries constituting or disclosing the financial affairs of
Seller other than ownership and operation of the Property (the "Continuing
Obligation"). The Confidentiality Obligation (including the Continuing
Obligation) shall survive any termination of this Agreement prior to Close of
Escrow. and the Continuing Obligation shall survive Close of Escrow.

                           (d)      Redelivery.

                                    Upon any termination of this Agreement, 
other than due to Seller's default, Buyer shall promptly deliver to Seller all
Initial Deliveries obtained from Seller, and either deliver to Seller or destroy
any copies thereof in the possession of Seller or its agents.

                  5.       Contingencies.

                           (a)      Buyer's Contingencies.

                                    Notwithstanding any other provision, 
covenant or agreement set forth herein to the contrary, Buyer's obligations
under this Agreement shall be subject to Buyer's satisfaction (or waiver),
review and approval of the matters set forth in this paragraph 5(a) (the
"Contingencies"), in Buyer's sole and absolute discretion, as evidenced by
written notice of Buyer's approval or waiver thereof (the "Approval Notice"),
given to Escrow Holder on or before 5:00 p.m., Mountain Standard Time, on the
day which is sixty (60) days after the Opening of Escrow ("Contingency Period"),
subject to extension pursuant to the objection and cure provisions set forth in
paragraph (b) below. If Buyer has not given the Approval Notice to Escrow Holder
prior to the expiration of the Contingency Period, or if Buyer at any time prior
to the Contingency Date gives written notice of disapproval of any of the
Contingencies to Escrow Holder (a "Disapproval Notice"), then the Escrow Holder
shall, without further consent from Seller, deliver the Deposit (including any
interest earned thereon) to Buyer, Buyer shall be deemed to have terminated this
Agreement pursuant to the provisions of this paragraph, and all rights and
obligations of the parties under this Agreement shall be terminated. The
Contingencies shall include:

                           (i)      Initial Deliveries.

                                    Buyer's receipt and approval of the Initial
Deliveries.

                           (ii)     Property Inspection.

                                    Buyer's inspection and approval of the 
physical condition of the Property ("Property Inspection") including, without



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limitation, the conducting of soil tests, surveys, engineering and structural
studies and tests for hazardous wastes and hazardous substances as defined in
applicable Arizona and federal laws.

                           (iii)    Title Insurance.

                                    Receipt and approval by Buyer of the 
Preliminary Title Report committing to issue to Buyer an ALTA standard coverage
owner's policy of title insurance or, at Buyer's election, an ALTA extended
coverage owner's policy of title insurance (the "Title Policy"), naming Buyer as
the insured, in a policy amount equal to the Purchase Price, as the Ground
Lessee's Interest. At Close of Escrow, Seller shall pay that portion of the
Title Policy premium attributable to standard owner's coverage (the "Standard
Premium") and Buyer shall pay the excess in premium (the "Extended Premium")
attributable to the obtaining of such ALTA owner's extended coverage policy of
title insurance and any endorsements thereto. In the event Title Company shall,
following issuance of the Initial Preliminary Title Report, issue an Amendment
or update to the Preliminary Title Report (an "Amended Commitment") disclosing
new or additional Title Exceptions to be shown on the Title Policy not caused by
Buyer ("New Exceptions"), Buyer shall have until the later (the "Amended
Approval Date") of five (5) business days following receipt of the Amended
Commitment (including legible copies of the New Exceptions) or the expiration of
the Contingency Period, to review and approve, in Buyer's sole and absolute
discretion, the New Exceptions, with Buyer deemed to have approved the New
Exceptions unless Buyer, on or prior to the Amended Approval Date, delivers a
Disapproval Notice, with respect to the New Exceptions, to Escrow Holder. Any
such Disapproval Notice timely delivered by Buyer with respect to the New
Exceptions shall terminate this Agreement in the same manner as for a
Disapproval Notice timely given in accordance with paragraph 5(a).

                           (iv)     Commitment for New Financing;

                                    Receipt by Buyer of a commitment letter 
from an institutional lender ("New Lender") to provide a new loan ("New
Financing") secured by a first trust deed on the Property (with the Ground Lease
subordinated to such first trust deed) in an amount not less than $6,200,000 and
otherwise on terms acceptable to Buyer in Buyer's sole discretion.

                           (b)      Objection Matters

                                    Buyer shall have the right, in addition to 
its right to give a Disapproval Notice, to tender an Approval Notice or a
Disapproval Notice, pursuant to which Buyer expressly requests Seller to attempt
to cure, prior to a specified date (the "Cure Date"), without obligation on the
part of Seller to do so, any matters objected to by Buyer ("Objection Matters")
as a part of Buyer's review of the Contingencies (a "Conditional Approval
Notice" and "Conditional Disapproval Notice", respectively). Seller shall then
have ten (10) business days following its receipt of the Conditional Approval
Notice or Conditional Disapproval Notice to elect, by written notice to Buyer
and Escrow Holder (the "Election Notice"), to either cure the Objection Matters
by the Cure Date, or not to attempt cure of the Objection Matters (with Seller
deemed to have elected to not attempt such cure if Seller fails to timely give



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the Election Notice). Buyer will then have until the later of five (5) business
days following receipt of the Election Notice or expiration of the ten (10)
business days for Seller to give the Election Notice to elect, by written notice
to Escrow Holder, to either terminate this Agreement (in the same manner as if
Buyer timely gives Disapproval Notice pursuant to paragraph 5(a)), or to elect
to waive its objection to the Objection Matters (with Buyer's failure to give
notice of such election to be deemed to be Buyer's election to have given a
Disapproval Notice pursuant to paragraph 5(a)).

(c) Tenant Estoppel Certificates and Subordination Agreements Buyer's
obligations under this Agreement shall also be conditioned upon Buyer obtaining
(or waiving requirement for) execution of: (1) Estoppel Certificates in
substantially the form of Exhibit "H" attached hereto (the "Estoppel
Certificates"); and (2) Estoppel Certificates/Subordination and Non-Disturbance
Agreements (or equivalent documents) in the form requested by New Lender for the
New Financing (the "Subordination Agreement") by either: (i) Tenants
representing Tenant Leases for not less than ninety percent (90%) of the leased
area of the Property; plus (ii) Estoppel Certificates executed by Seller, as
"Landlord" for the remaining Tenant Leases for which Tenant executed Estoppel
Certificates are not so obtained. The Estoppel Certificates shall be in a
"clean" form, not referencing or disclosing any default by either the Seller, as
landlord or Tenant under the involved Tenant Lease and consistent with the Rent
Roll provided by Seller to Buyer.

                             Provided Buyer has delivered the forms of the 
Estoppel Certificates and Subordination Agreements to Seller for execution by
Tenants at least thirty-five (35) days prior to the Close of Escrow, and in the
event Buyer does not receive such Estoppel Certificates and Subordination
Agreements executed by Tenants or Landlord in compliance with subparagraphs (i)
and (ii) above, dated not earlier than thirty (30) days prior to the Close of
Escrow and not later than ten (10) days prior to the Close of Escrow, then Buyer
may elect, by written notice to Escrow Holder given after the date ten (10)
days, and before the date five (5) days, prior to the Close of Escrow to
terminate this Agreement, in which event the Deposit (and any interest earned
thereon) shall be returned to Buyer, and neither Seller nor Buyer shall have any
further right or obligation as to the other under this Agreement except as
expressly set forth herein.

                           (d)      New Tenant Leases

                                    Seller obtaining, and delivering to Buyer, 
execution of new or, where appropriate, extension of existing, Tenant Leases on
the terms, and utilizing the lease form referenced on Exhibit "I", from those
Tenants being partners or affiliates of Seller (the "Affiliated Leases");
provided, that the Affiliated Leases may be conditioned upon Buyer completing
Close of Escrow. In the event that Seller does not so deliver the Affiliated
Leases to Buyer within thirty (30) days following Opening of Escrow, Buyer shall
thereafter have the right to issue a Disapproval Notice with respect to the
Affiliated Leases. This Agreement shall not obligate any individual partner of
Seller to enter into an Affiliated Lease prior to any such partner executing and
actually delivering an Affiliated Lease pursuant to this paragraph.



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                           (e)      Seller's Contingencies.

                                    Notwithstanding any other provision, 
covenant or agreement set forth herein to the contrary, Seller's obligations
under this Agreement shall be subject to satisfaction of the following
conditions ("Seller Contingencies") within the time limits specified:

                                    (i)     Samaritan Release.

                                            Seller being released at Close of 
Escrow by Samaritan from its obligations under the Ground Lease, on the terms,
and by execution by Samaritan of, the Landlord's Consent and Release attached to
and forming a part of the Assignment of Leasehold Interest (Phase III) attached
as Exhibit "N" to this Agreement ("Seller's Liability Release").

                                    (ii)    Partner Approval.

                                            Seller obtaining the requisite 
approval (as set forth in the Partnership Agreement or equivalent organizational
control document for Seller) from its partners for the transaction evidenced by
this Agreement (the "Seller's Partners Approval") within ten (10) days following
the Opening of Escrow (the "Seller's Approval Date"). Seller agrees, promptly
following Opening of Escrow, to submit this Agreement, and such other additional
information as shall be requested by the partners in Seller to properly consider
the request for Seller's Partners Approval, to all partners in Seller, and to
diligently pursue obtaining of Seller's Partners Approval.

                           (f)      Satisfaction of Seller's Contingencies.

                                    In the event binding agreement of Samaritan
to the Seller's Liability Release has not been obtained and delivered to Seller
on or prior to expiration of the Contingency Period, or in the event Seller has
not obtained the Seller's Partners Approval on or prior to the Seller's Approval
Date, this Agreement will be deemed terminated, in which event the Deposit (and
any interest earned thereon) shall be returned to Buyer, and neither Seller nor
Buyer shall have any further right or obligation as to the other under this
Agreement except as expressly set forth herein. In the event such binding
agreement of Samaritan to the Seller's Liability Release and Seller's Partners
Approval are so timely obtained, those contingencies will be deemed satisfied.

                  6.       Warranties And Representations.

                           (a)      Representations And Warranties Of Seller.

                                    Seller warrants and represents to Buyer as
of the date hereof and as of the Closing Date as follows (with such warranties
and representations to survive the Close of Escrow):



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                                    (i)  Title To The Property.

                                         To the actual knowledge of Herbert H. 
Bunchman II, M.D., Michael A. Chasin, M.D., and Mark Stern, M.D. (the "Managing
Partners", with all references herein to "actual knowledge" of Seller deemed to
refer only to the actual knowledge of any of the Managing Partners), Seller is
the holder of the Ground Lessee's Interest, and has good and marketable title to
the remainder of the Property, all free and clear of restrictions, conditions,
transfers, assignments liens, pledges, charges, encumbrances, covenants and
claims, except those which are (i) specifically set forth in this Agreement, or
(ii) referenced in the Title Commitment, or (iii) revealed by an Arizona Uniform
Commercial Code Search conducted under Seller's name.

                                    (ii)   Authority And Consent.

                                            Seller:  (a) acting through all 
three (3) of the Managing Partners, has all right, power, legal capacity, and
authority to enter into this Agreement, with any two (2) of the Managing
Partners authorized to execute any and all documents and to take all such acts
required for Seller to perform its obligations under this Agreement; and (b) has
obtained all necessary approvals and consents in connection herewith and shall
provide to Escrow Holder and Buyer a partnership resolution, in a form
acceptable to Escrow Holder for issuance of the Title Policy, authorizing the
Managing Partners to so execute this Agreement and any and all additional
documents as may be reasonably required to effectuate this transaction.

                                    (iii)   No Known Violations.

                                            Seller has not received any notices,
of any, and to Seller's actual knowledge, no governmental authority or any
employee or agent thereof considers any, construction of the Improvements, or
the operation, use or ownership of the Property, to have violated or be in
violation of any ordinance, rule, law, regulation or order of any government or
any agency, body or subdivision thereof or that any investigation has been
commenced or is contemplated respecting any such possible violation.

                                    (iv)    Agreements.

                                            Seller has no actual knowledge of 
any commitments to, agreements with or any plans proposed or discussed by any
government authority or agency (federal, state or local) affecting the Property
which have not been disclosed by Seller to Buyer in writing as a part of the
Initial Deliveries.

                                    (v)     Representations.

                                            The representations or warranties 
of Seller in this Agreement and the Initial Deliveries furnished or to be



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furnished to Buyer pursuant hereto, or in connection with the transactions
contemplated hereby, to Seller's actual knowledge will not and do not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements of fact contained therein not misleading.

                                    (vi)    Litigation.

                                            Seller is not involved in, nor is 
there to Seller's actual knowledge any, pending or threatened litigation which
will affect its ability to perform under this Agreement, or which in any way
affects any of the Property.

                                    (vii)   Foreign Affidavit.

                                            Seller is not a foreign person and 
is a "United States Person" as those terms are defined in Section 7701(a)(3) of
the Internal Revenue Code of 1954, as amended.

                                    (viii)  Leases.

                                            Seller has no actual knowledge that
any third party has any interest in any Tenant Leases or the Ground Lessee's
Interest affecting any of the Property other than those referred to in Exhibit
D, the Preliminary Title Report, or that would be revealed by an Arizona Uniform
Commercial Code Search conducted under Seller's name.

                                    (ix)    Special Assessments.

                                            To Seller's actual knowledge, there
are not presently pending any special assessments or condemnation actions
against the Property or any part thereof, nor has Seller received any notice of
any special assessments or condemnation actions being contemplated.

                                    (x)     Operation of the Property as Part 
of the Close of Escrow.

                                            Seller shall continue to operate 
and maintain the Property or cause the Property to be operated and maintained up
to the Close of Escrow in the usual and customary manner and in order to assure
preservation of the business relationship and good will with, among others, the
Tenants, and shall ensure that the Property is used and maintained in good
operating condition at all levels required for normal operation up to the Close
of Escrow. Seller shall not cause or permit any material changes in its
policies, management, format or operation of the Property.

                                    (xi)    Security Deposits.

                                            Seller shall maintain the Tenant 
Deposits in the amount represented in Exhibit "D" and shall not utilize the
Tenant Deposits to offset any delinquencies or other sums due and owing from the



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Tenants. After the Close of Escrow, Seller shall retain the right to collect
from Tenants any and all sums due and delinquent under the Tenant Leases for
periods prior to the Close of Escrow; provided, Seller shall not initiate any
legal proceedings to collect any such delinquent rents for any Tenants while
such Tenants remain tenants in the Property. At all times prior to Close of
Escrow, Seller shall promptly notify Buyer in writing of any defaults that any
Tenants may commit, or claim to have been committed on behalf of the landlord
thereunder, under the Tenant Leases.

                                    (xii)   Hazardous Waste.

                                            To Seller's actual knowledge (with 
Seller not having undertaken any independent investigation thereof), and except
as set froth in any Environmental Reports: (a) there are not any violations of
any Federal, state or local law, ordinance or regulation relating to the
industrial hygiene, presence or use of hazardous waste (as herein defined) on,
or to the environmental condition on, under, or about the Property, including,
but not limited to, the soil and underground water; and (b) during the time the
Seller has owned the Property, neither the Seller, nor any third party has
improperly or illegally used, generated, manufactured, stored, disposed of, on
or under or about, the Property or transported to or from the Property in an
improper or illegal manner, any flammable, explosive, radioactive, hazardous
waste, toxic substances or related materials or other substances regulated by
applicable law. For purposes of this Agreement, "hazardous waste" shall include
but not be limited to, substances defined as "hazardous substances", "hazardous
materials", "hazardous wastes" or "toxic substances", or that are or become
regulated under, or that are classified as hazardous or toxic (or equivalent
designation), in or under any and all federal law including but not limited to
the Comprehensive Environmental Response, Compensation and Liability Act, 49 USC
Section 1801, et seq., the Resource regulations adopted in publications
promulgated pursuant to such laws, and any and all laws of the State of Arizona
including but not limited to the Arizona Public Health and Safety Act, Title 36,
and Arizona Environmental Quality Act, Title 49, Arizona Revised Statutes, and
all rules and regulations adopted and guidelines promulgated pursuant to the
foregoing.

                                    (xiii)  Employment.

                                            With respect to Seller's ownership,
management, maintenance and operation of the Property (but excluding any
business conducted by Seller as a Tenant on the Property, any employees of
Samaritan, or any employees of Seller's manager for the Property), Seller has no
salaried or hourly employees, union or collective bargaining agreements, or
current labor disputes. As of the Close of Escrow, all of the applicable real
estate taxes, rent taxes, personal property taxes, withholding taxes, employment
taxes, social security taxes, sales taxes, excise taxes and other applicable
Federal, state, and municipal taxes applicable to the Property for the period
through Close of Escrow or for which Seller is otherwise responsible has or will
have been paid.

                           (b)      Warranties And Representations Of Buyer.

                                            Buyer has the power, legal capacity
and authority to enter into and perform its obligations under this Agreement and



                                      -13-


<PAGE>



has obtained, or will obtain by Close of Escrow, all approvals and consents
necessary in connection herewith and shall provide to Escrow Holder such
resolutions as Escrow Holder may reasonably require.

                  7.       Close Of Escrow.

                           (a)      Time And Place.

                                    The closing of the purchase and sale 
transaction contemplated by this Agreement (the "Close of Escrow" or "Closing")
shall take place, at the location designated by the Escrow Holder, by 5:00 p.m.
on November 15, 1995 or such earlier date as designated upon not less than five
(5) days notice by Buyer to Escrow Holder and Seller, provided, Buyer shall have
the right to extend Closing for up to two (2) consecutive and successive periods
of thirty (30) days each by written notice to Seller given not later than five
(5) days prior to the date then set for Close of Escrow.

                           (b)      Seller's Obligations At Closing.

                                    At the Close of Escrow, in addition to all 
documents reasonably required to be obtained or recorded by Escrow Holder,
Seller shall deliver to Escrow Holder or, as appropriate, cause to be delivered,
the following documents and instruments:

                                    (i)     Possession of the Property subject 
only to the terms of the Ground Lease, matters referenced in the Preliminary
Title Report and the rights of Tenants under the Tenant Leases;

                                    (ii)    The Title Policy or a commitment to
issue the Title Policy from the Title Company in a form reasonably acceptable by
Buyer;

                                    (iii)   A Bill of Sale duly executed by 
Seller conveying to Buyer all of Seller's right, title and interest in and to
the Personal Property ("Bill of Sale") in the form set forth in Exhibit "J" to
the Agreement;

                                    (iv)    An Assignment of Tenant Leases duly
executed by Seller assigning to Buyer all of Seller's right, title and interest
in and to the Tenant Leases (to the extent accruing from and after the Close of
Escrow) and Tenant Deposits, in the form of and upon the terms and conditions
contained in, Exhibit "K" to this Agreement (the "Tenant Lease Assignment");

                                    (v)     An Assignment duly executed by 
Seller assigning to Buyer all of Seller's right, title, interest and obligations
under, in and to all service agreements and the like (to the extent such are
assignable), for the period from and after Close of Escrow ("General
Assignment"); provided however, Seller shall cancel, at its expense any
management arrangement for the Property effective as of Close of Escrow, and
Buyer shall have the right to request that Seller cancel any and all such
service agreements effective at the Close of Escrow in lieu of assignment.



                                      -14-


<PAGE>



The General Assignment shall be in the form of and upon the terms and conditions
contained in Exhibit "L" to this Agreement;

                                    (vi)    A Certificate of Non-Foreign Status,
sworn under penalty of perjury containing Seller's United States Tax
Identification Number and stating that Seller is not a foreign person and is a
United States person as defined in the Internal Revenue Code including Section
1445. The Certificate of Non-Foreign Status shall be in the form of and upon the
terms and conditions contained in Exhibit "M" to this Agreement;

                                    (vii)   A Seller's Estoppel Certificate with
respect to any such Tenants for which a Tenant Estoppel Certificate was not
provided, if requested by and to the extent acceptable to Buyer;

                                    (viii)  An Assignment duly executed by 
Seller assigning to Buyer all of Seller's right, title, interest and obligations
under, in and to the Ground Lease to the extent accruing from or after the Close
of Escrow ("Ground Lease Assignment"), and including release by Samaritan of
Seller from all post-Closing liability under the Ground Lease, in the form of
and otherwise upon the terms and conditions contained in Exhibit "N" to this
Agreement;

                                    (ix)    A Special Warranty Deed executed by
Seller conveying to Buyer all of Seller's right, title and interest in and to
all fixtures and improvements located on, and rights appurtenant to, the Real
Property, in the form set forth on Exhibit "O" to this Agreement;

                                    (x)     Such other documents as may be 
requested or required by Buyer and/or Escrow Holder to effectuate the purchase
and sale contemplated in this Agreement;

                                    (xi)    Originals of all Initial Deliveries,
and of all other agreements, and of all records and plans maintained in
connection with the ownership and operation of the Property together with all
originals of all licenses and permits, including all governmental licenses and
all warranties relating to the Property;

                                    (xii)   Keys to all entrance doors to the 
Property and keys to all Personal Property located on the Property, which keys
shall properly be tagged for identification;

                                    (xiii)  Such resolutions, authorizations, 
bylaws and other documents to reasonably authorize Seller to enter into and
complete all performances and documents required for this transaction; and

                                    (xiv)   Such payoff statements, releases, 
or other documents as are required to fully release the property from the
encumbrance of the IDA Obligations as of Close of Escrow, subject to payment
thereof by Seller as provided in Paragraph 3.

                           (c)      Buyer's Obligations At Closing.



                                      -15-


<PAGE>



                                    At the Closing, Buyer shall execute and 
deliver to Escrow the following:

                                    (i)     The Purchase Price and such 
additional funds as are required to be paid by Buyer at the Close of Escrow as
provided for in this Agreement;

                                    (ii)    The Note (with Escrow Agent hereby 
directed to complete the Note to insert the CD Rate as the "Effective Rate" in
paragraph 1 of the Note) and the Letter of Credit (each for delivery to Seller
at Close of Escrow); and

                                    (iii)   Assumptions for the Ground Lease 
Assignment, Tenant Lease Assignment and General Assignment, and such other
documents as may be reasonably requested or required by Seller and/or Escrow
Holder to effectuate the purchase and sale contemplated by this Agreement.

                  8.       Costs.

                           The following items shall be paid at the Close of
Escrow as indicated:

                           (a)      Seller's Costs.

                                    Seller shall pay for the Standard Premium 
for the Title Policy, the documentary transfer tax (if any), one-half of the
Escrow costs and any other expenses incurred in Escrow customarily paid by
sellers of real property in Maricopa County, Arizona. In addition, Seller shall
pay its prorated share of real property taxes, insurance, utility and service
contracts and arrangements. In the event Buyer desires an extended coverage
Title Policy, the Extended Premium shall be paid by Buyer. All improvement
district special or similar assessments shall be paid by Seller in full at or
prior to the Closing.

                           (b)      Buyer's Costs.

                                    Buyer shall pay one-half of the Escrow 
costs, and any other expenses incurred in Escrow which are customarily paid by
buyers of real property in Phoenix, Arizona. Buyer shall pay it's prorated share
of real property taxes, insurance, utility and service contracts and
arrangements.

                           (c)      Prorations.

                                    Rents, revenues and other income actually 
paid to and received by Seller, if any, from the Property, any payments due,
including property taxes, service contract fees, installment payments, insurance
premiums and other expenses, if any, and any impounds and/or deposits shall be
prorated as of the Close of Escrow.



                                      -16-


<PAGE>



                           (d)      Tenant Deposits.

                                    All Tenant Deposits shall be delivered by 
Seller to Buyer through Escrow.

                  9.       Remedies.

                           If Seller fails to perform any of its obligations in
accordance with this Agreement, Buyer shall have all rights or remedies under
applicable law, including but not limited to the right to waive such default and
demand specific performance, terminate this Agreement (with Buyer to thereupon
be released from any further obligations and liabilities hereunder), or pursue
an action for damages. In the event of any such default by Seller, the Deposit
(including accrued interest) will be returned to Buyer upon demand from Buyer.
If Buyer fails to perform any of its obligations in accordance with the
Agreement, Seller's sole remedy (and Buyer's sole liability) shall be to
terminate this Agreement and to receive and retain the Deposit theretofore paid
by Buyer; provided, the foregoing limitation shall not apply to the Inspection
Indemnity or Brokerage Indemnity (as herein defined).

                  10.      Rights Of Escrow Holder.

                           (a)      Event Of Litigation.

                                    If this Escrow shall be in any litigation or
controversy, Buyer and Seller shall hold Escrow Holder free from, and harmless
against, any loss or expense (except to the extent due to the negligence,
intentional or other culpable act or failure to act of Escrow Holder) that may
be suffered by Escrow Holder by reason of such litigation or controversy.

                           (b)      Conflicting Demands.

                                    Except as otherwise provided in this 
Agreement, in the event conflicting demands are made or notices served upon
Escrow Holder with respect to this Escrow, Buyer and Seller agree that Escrow
Holder shall have the absolute right, at its election, after five (5) days
written notice to Seller and Buyer, to do either or both of the following:

                                    (i)     Withhold and stop all further 
proceedings in, and performance of, this Escrow; or,

                                    (ii)    File a suit in interpleader and 
obtain an order from the court of competent jurisdiction requiring the parties
to interplead and litigate in such court their several claims and rights amongst
themselves with respect to this Escrow and Agreement. In the event such
interpleader suit is brought, Escrow Holder shall, upon appropriate delivery of
all documents and sums then held by Escrow Holder to such court, be fully
released and discharged from all obligations to perform any and all further
duties and obligations imposed upon Escrow Holder as a result of this Agreement.



                                      -17-


<PAGE>



                           (c)      Facsimile Transmissions.

                                    The Escrow Holder shall have the right to 
rely upon any party's signature on this Agreement and/or any documents relating
to this Escrow transmitted by facsimile machine from any of the parties as
though it were an original.

                  11.      Broker's Fees.

                           Any and all brokerage commissions or other broker 
fees with respect to this transaction shall be paid by Seller. Seller hereby
represents that it has a contingent brokerage commission obligation to CB
Commercial Real Estate Group, Inc. ("CB") which shall be payable if and when the
transaction contemplated by this Agreement closes. Buyer hereby represents that
it has not dealt with any real estate brokers other than CB with respect to this
transaction. The parties hereto each agree to indemnify and hold harmless the
other for, from and against any and all loss, liability, damage, cost, claim or
expense, including interest, and reasonable attorneys' fees, that shall be
incurred or suffered by reason of a brokerage commission or finder's fee payable
to the extent of any act, omission or statement of the indemnifying party. CB
will not be deemed a third party beneficiary of this Agreement nor will its
consent or joinder to any amendment or cancellation of this Agreement be
required except with respect to an amendment of the commission amount payable to
CB.

                  12.      Notices.

                           Unless applicable law requires a different method of
giving notice, any and all notices, demands or other communications required or
desired to be given hereunder by any party shall be in writing and shall be
deemed given upon personal delivery, completion of facsimile transmission if by
facsimile, one (1) business day following delivery to a recognized overnight
courier service (such as Federal Express) designated for next business day
delivery, or two (2) days following deposited in the United States mail,
certified with a return receipt requested and postage pre-paid, addressed to the
party to whom such notice, demand or other communication is to be given as
follows:

Buyer:                      Desert Commercial Properties Limited Partnership
                            c/o Rockmar Capital, L.L.C.
                            2525 Camelback Road
                            Suite 950
                            Phoenix, Arizona 85016
                            Fax No.: (602) 912-8945

With copies to:             Robert L. Shaw, Esq.
                            Byrne, Beaugureau, Shaw, Zukowski & Hancock, P.C.
                            2111 East Highland Road
                            Suite 255
                            Phoenix, Arizona 85016



                                      -18-


<PAGE>



Seller:                     Attn: Herbert H Bunchman II, M.D.
                                  1520 South Dobson Drive
                                  Suite 314
                                  Mesa, Arizona
                                  Fax No.: (602) 969-4316

With copies to:                   David Case, Esq.
                                  Ryley, Carlock & Applewhite
                                  101 North 1st Avenue, Suite 2700
                                  Phoenix, Arizona 85003
                                  Fax No.:  (602) 257-9582

                           Any party hereto may change its address for the 
purpose of receiving notices, demands or other communications as herein provided
by not less than five (5) says prior written notice given in the manner
aforesaid to the other party or parties hereto.

                  13.      Right Of Entry.

                           Buyer shall have the reasonable right of entry during
normal business hours to the Property upon at least forty-eight (48) hours
notice to Seller for the purpose of making inspections of the Property. Such
inspections or other tests shall be at Buyer's sole expense. Buyer shall
indemnify and hold Seller harmless in connection with and for, from and against
any claims, loss or liability (including costs and attorney's fees) suffered,
threatened or caused as a result of or to the extent deriving from such
inspection(s), test(s), ingress, egress and/or other activities of Buyer, its
contractors or agents, on or with respect to the Property (the "Inspection
Indemnity"). The Inspection Indemnity shall survive the Close of Escrow, and any
cancellation or termination of this Agreement. Seller shall have the right, but
not the obligation, to have a representative of the Seller accompany Buyer on
any inspection. Any such inspection must be carried out in a manner which does
not unreasonably interfere with the Tenants of the Property.

                  14.      Condemnation Or Destruction.

                           (a)      Damage by Fire, Explosion, Disaster or Other
Casualty.

                                    If prior to the Closing any part of the 
Property shall be destroyed or damaged by fire, explosion, earthquake, disaster,
accident, disturbance or act of God, then Seller shall promptly give Buyer
written notice thereof. If the cost of repairing such damage or destruction is
less than $100,000.00, or if Buyer decides to proceed with the purchase of the
Property notwithstanding the amount of such cost of repair, then the Closing
shall proceed, and Seller at the Closing shall assign and transfer to Buyer all
applicable insurance proceeds (including rent loss for the period from and after
Close of Escrow) payable as a result of such damage or destruction, and pay
Buyer the deductible sum, if any, prescribed by such insurance policy or any
otherwise uninsured portion of such loss. If the cost of repairing such damage



                                      -19-


<PAGE>



or destruction is $100,000.00 or greater, or is not covered by available
insurance proceeds, then Buyer may, at its option, within ten (10) days
following Buyer's receipt of Seller's notice, terminate this Agreement by
written notice to Escrow Holder, in which event the Escrow Holder is directed to
return to Buyer any Deposit with each party to then be released from any further
right or obligation hereunder. Following any assignment by Seller of any
insurance proceeds pursuant to this paragraph, Seller shall cooperate reasonably
with Buyer in any loss adjustment negotiations with the insurance carrier. If
Buyer shall not so elect to terminate this Agreement, the Closing shall proceed
and Seller, at the Closing, shall assign and transfer to Buyer all applicable
insurance proceeds (including rent loss for the period from and after Close of
Escrow) payable as a result of such damage or destruction, and pay Buyer the
deductible sum, if any prescribed by such insurance policy.

                           (b)      Condemnation.

                                    If prior to the Closing, any legal action 
shall be initiated or threatened by the United States of America, the State of
Arizona or any municipality thereof or any other governmental body or by any
other corporation or person for the taking of any material part (in excess of
$100,000.00) of the Property under the power of eminent domain or otherwise,
Seller shall promptly give Buyer written notice thereof, and Buyer may, at its
option, within ten (10) days following the receipt of such notice, terminate
this Agreement by giving Seller and Escrow Holder written notice thereof, in
which event the Escrow Holder is directed to return to Buyer Deposit and with
each party to then be released from any further obligation or liability
hereunder. If Buyer shall not so elect to terminate this Agreement, or if the
taking is $100,000.00 or less, then the Closing shall proceed and Seller, at the
Closing, shall assign and deliver to Buyer all of Seller's rights (including
proceeds received at or prior to Closing) arising by reason of such legal
action, including but not limited to, all rights to award, compensation or other
proceeds payable by reason of such action.

                  15.      Survival Of Representations And Warranties.

                           All representations, warranties, covenants and 
agreements of the parties contained in this Agreement, or in any instrument or
other writing provided for herein, shall, except as otherwise set forth herein,
survive the execution and delivery of this Agreement and the Close of Escrow.

                  16.      Attorneys' Fees.

                           Should any party hereto institute any action or 
proceeding at law or in equity to enforce any provision of this Agreement,
including any action for declaratory relief, or for damages by reason of an
alleged breach of any provision of this Agreement, or any provision thereof, the
prevailing party shall be entitled to recover from the losing party or parties
reasonable attorneys' fees and costs incurred by the prevailing party in such
action or proceeding.



                                      -20-


<PAGE>



                  17.      Time Is Of The Essence and Dates.

                           Time is of the essence of this Agreement and all of 
the terms, provisions, covenants and conditions hereof. If the date of
performance by any party to this Agreement occurs on a weekend or holiday, then
such performance shall occur on the next business day. A business day shall mean
any day the State of Arizona and Maricopa County are regularly open for the
conduct of business.

                  18.      Assignment.

                           Buyer shall have the right until the Close of Escrow
to assign Buyer's rights under this Agreement (an "Assignment") only to an
entity (a "Permitted Assignee") which either: (a) has Desert Commercial
Properties Limited Properties, or its principals, as a principal and managing
member, partner, shareholder or similar participant therein; or (b) is otherwise
approved by Seller, such approval not to be unreasonably withheld. An Assignment
shall not be effective unless and until: (i) a copy of the Assignment document,
duly executed by both Buyer and the Permitted Assignee, has been delivered to
both Seller and Escrow Holder; (ii) in the Assignment the Permitted Assignee 
agrees to assume all of the obligations of Buyer and provide for continuation
of the Deposit as set forth in this Agreement; and (iii) written confirmation is
obtained from Samaritan that it satisfies the requirements of Samaritan for
Seller's Liability Release.

                  19.      Tax Deferred Exchange.

                           Either party ("Accommodator") shall upon request of 
the other ("Requesting Party") cooperate in effectuating transfer of the
Property to a tax deferred exchange under Section 1031 of the Internal Revenue
Code of 1986, as and if amended (an "Exchange"), subject to the following:

                           (a)      The Requesting Party shall have the right 
to proceed with an Exchange at any time prior to Close of Escrow, provided it
gives reasonable advance notice (in any event not less than five (5) business
days) of its desire to have Accommodator participate in the Exchange, together
with each and all of the documents to be executed by Accommodator, with respect
to the Exchange.

                           (b)      Neither the Closing, nor consummation of 
any other aspect of this Agreement, shall in any way be predicated or
conditioned on the Exchange or completion thereof.

                           (c)      Any documents to be executed by 
Accommodator in connection with an Exchange shall not cause Accommodator to
incur any additional cost, expense or liability in any way or manner
(irrespective of whether indemnified against by Requesting Party).

                           (d)      Accommodator shall have the right, as a 
condition to participation in the Exchange, to require Requesting Party to



                                      -21-


<PAGE>



provide advance payment to Accommodator of the reasonably anticipated extra
costs, including attorney fees, to be incurred by Accommodator solely by reason
of participation in the Exchange.

                           (e)      Accommodator does not make any 
representation or warranty to Requesting Party or any other third party,
including state or federal tax authorities that the exchange will qualify for
any particular or deferred tax treatment.

                           (f)      Requesting Party shall indemnify and hold 
Accommodator harmless for, from and against any and all liability, damages, or
costs, including actual attorneys' fees, incurred or that may be incurred by
Accommodator by virtue of Accommodator's participation in the Exchange.

                           (g)      The Exchange shall not in any way limit, 
terminate or otherwise effect all or any of any party's rights or obligations
under this Agreement.

                  20.      Miscellaneous.

                           (a)      Independent Legal Advice.

                                    Each of the parties to this Agreement does 
hereby warrant, represent to and agree with the other that it executes this
document with full knowledge of its rights under this Agreement, and that it has
received, or had the opportunity to receive, independent legal advice as to
these rights.

                           (b)      Applicable Law.

                                    This Agreement shall in all respects, be 
governed by the laws of the State of Arizona applicable to agreements executed
and to be wholly performed within Arizona.

                           (c)      Severability.

                                    Nothing contained herein shall be construed
so as to require the commission of any act contrary to law, and wherever there
is any conflict between any provisions contained herein and any present or
future statute, law, ordinance or regulation contrary to which the parties have
no legal right to contract, the latter shall prevail; but the provision of this
Agreement which is affected shall be deemed deleted and limited only to the
extent necessary to bring it within the requirements of the law.

                           (d)      Further Assurances.

                                    Each of the parties hereto shall execute 
and deliver any and all additional papers, documents and other assurances, and
shall do any and all acts and things reasonably necessary in connection with the
performance of their obligations hereunder to carry out the intent of the
parties hereto.



                                      -22-


<PAGE>



                           (e)      Modifications and Amendments.

                                    This Agreement, including this paragraph, 
may be modified or amended only by an agreement in writing signed by the Buyer
and Seller.

                           (f)      Entire Agreement.

                                    This Agreement contains all representations
and the entire agreement and understanding between the parties, and supersedes
any and all other agreements, either oral or in writing, between the parties
hereto, concerning the subject matter of this Agreement.

                           (g)      Counterparts.

                                    This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute the Agreement, notwithstanding the fact that all the
parties have not been signatories either on the same date or to the same
counterpart; provided, however, that the Agreement shall not become effective
until completely conforming counterparts have been signed by each of the parties
hereto.

                           (h)      Number and Gender.

                                    In this Agreement, the masculine, feminine 
or neuter gender, and the singular or plural number, shall each be deemed to
include the others whenever the context so requires.

                           (i)      Captions and Recording References.

                                    The captions appearing at the commencement 
of the sections hereof are descriptive only and for convenience in reference.
Should there be any conflict between any such caption and the section at the
head of which it appears, the section and not such caption shall control and
govern in the construction of this Agreement. Set recordation references herein
refer, unless otherwise expressly stated, to the Office of the Maricopa County
Recorder, State of Arizona.

                           (j)      Exhibits.

                                    Exhibits "A" through "O" attached are 
hereby incorporated herein by this reference.






                                      -23-


<PAGE>



                           IN WITNESS WHEREOF, the parties have executed this 
Agreement on the date and place first written above.

                                    SELLER:

                   PHASE III DESERT SAMARITAN MEDICAL BUILDING

                   PARTNERS

                     An Arizona General Partnership

                     By: /s/ Herbert H. Bunchman II, M.D.
                        ------------------------------------------
                          Herbert H. Bunchman II, M.D.
                     Its: Managing Partner

                     By: /s/ Michael A. Chasin, M.D.
                        ------------------------------------------
                             Michael A. Chasin, M.D.
                     Its: Managing Partner

                     By: /s/ Mark Stern, M.D.
                        ------------------------------------------
                             Mark Stern, M.D.
                     Its: Managing Partner

                     BUYER:

                     DESERT COMMERCIAL PROPERTIES LIMITED PARTNERSHIP
                     an Arizona limited partnership


                     By:     Rokmar Capital, L.L.C.
                               an Arizona limited liability company
                     Its:    General partner

                     By: /s/ Kambiz Babaoff
                        ------------------------------------------
                             Kambiz Babaoff, Manager



                                      -24-


<PAGE>


                                    BROKER:

                      CB COMMERCIAL REAL ESTATE GROUP, INC.

                     By: /s/ Robert L. Young
                        ------------------------------------------

                     ITS: Vice President
                        ------------------------------------------

ACCEPTED:
/s/ C.D. Dieckhoff                                       Aug. 15, 1995
-------------------------------                          ----------------------
Chicago Title Insurance Company                          Date




C.D. DIECKHOFF   
SENIOR ESCROW OFFICER

                                      -25-