AGREEMENT OF PURCHASE AND SALE

                            THE FALLS SHOPPING CENTER
                                 MIAMI, FLORIDA

                                 By and Between
                        THE FALLS PARTNERS LIMITED L.P.,
                         a Delaware limited partnership,
                                     Seller
                                       and
                            THE TAUBMAN REALTY GROUP
                               LIMITED PARTNERSHIP
                         a Delaware limited partnership,
                                    Purchaser
                             DATED: November 5, 1997

                                                               Form Date 5/06/97


<PAGE>



                         AGREEMENT OF PURCHASE AND SALE

                            THE FALLS SHOPPING CENTER
                                 MIAMI, FLORIDA


       THIS AGREEMENT OF PURCHASE AND SALE is made and entered into this 5th day
of November,  1997 by and between THE FALLS  PARTNERS  LIMITED  L.P., a Delaware
limited  partnership  ("Seller"),  having  an  address  of c/o  Heitman  Capital
Management Corporation,  180 North LaSalle Street, Suite 3600, Chicago, Illinois
60601-6789,  Attention: Howard J. Edelman; facsimile number (312) 541- 6738, and
THE TAUBMAN REALTY GROUP LIMITED  PARTNERSHIP,  a Delaware  limited  partnership
("Purchaser"),  having an address of c/o The Taubman Company, 200 East Long Lake
Road, Bloomfield Hills, Michigan 48304,  Attention:  Cordell A. Lietz; facsimile
number (248) 258-7297.

                                    RECITALS

      Seller  is the  owner of (i) a parcel  of real  estate  located  in Miami,
Florida,  legally  described  on Exhibit A  attached  hereto  together  with all
buildings and  improvements  situated  thereon  (excluding  any owned by tenants
thereof) and all of Seller's right,  title and interest in and to all tenements,
hereditaments,  appurtenances,  and rights used in connection therewith, rights,
easements  and  rights-of-way  incident  thereto  and means of  access  thereto,
including  strips and gores adjoining or adjacent  thereto together with all and
singular the rights and appurtenances whatsoever, in anyway belonging,  relating
or  appertaining  to  such  parcel  of  real  estate  (collectively,  the  "Real
Property");

      (ii) All of the fixtures, appliances, personalty and equipment situated on
or about the Real Property and owned by Seller or the property  manager and used
in  connection  with  the  operation,  maintenance  or  management  of the  Real
Property,  including,  without limitation,  those items identified on Schedule 1
attached hereto (collectively, the "Personal Property");

      (iii)  All of the  interests  of the  landlord  under  all of the  leases,
license  agreements,   kiosk  agreements  and  other  occupancy  agreements  and
modifications and amendments thereto relating to the Real Property and described
on Schedule 2, attached  hereto together with any  modifications  thereof or new
leases hereafter entered into, to the extent permitted herein (collectively, the
"Leases");

      (iv) All of the site plan approvals and development rights  (collectively,
the "Development Rights");


                                       -1-

<PAGE>



      (v) All contracts and service agreements identified on Schedule 3 attached
hereto,  together  with any  modifications  thereof or new  contracts  hereafter
entered  into,  to the  extent  permitted  herein  (collectively,  the  "Service
Contracts");

      (vi) All of Seller's right, title and interest in and to all tenant lists,
telephone  exchange  numbers,  business  licenses relating to The Falls Shopping
Center,  the name "The Falls  Shopping  Center" and "The  Falls",  (specifically
excluding,  however,  the names "Heitman";  "Heitman Properties of Florida Ltd.;
"Heitman Capital Management  Corporation") the advertising  materials,  surveys,
soil and topographical and traffic studies, plans and specifications relating to
the Real  Property;  consents,  authorizations,  variances,  waivers,  licenses,
permits,  certificates  of occupancy  and  approvals  from any  Federal,  state,
courts,   municipal  or  other   governmental  or   quasi-governmental   agency,
department,  board,  commission,  bureau or other entity or  instrumentality  in
respect  of the Real  Property  or the  Personal  Property;  development  rights
related to the Property,  warranties,  guarantees  and other  assurances and all
other  rights  of  Seller  related  to  the  Real  Property  (collectively,  the
"Intangible  Property").  Notwithstanding  anything  in  this  Agreement  to the
contrary,  Seller makes no representation or warranty that any of the Intangible
Property  has been  registered  or  otherwise  filed  with any  governmental  or
quasi-governmental authority.

      The Real Property,  Personal Property, the Leases, the Development Rights,
the Service  Contracts and the  Intangible  Property are hereafter  collectively
referred to as the  "Property".  The  Property  is  commonly  known as The Falls
Shopping  Center  contains  a total  of  approximately  823,650  square  feet of
leasable floor area ("GLA"),  including approximately (i) 350,250 square feet of
in-line mall stores and kiosks; (ii) three developed  out-parcel sites leased to
Merrill Lynch,  (which  includes the lease of a building owned by Seller),  Hops
Brewery (which owns its own building) and Sun Bank (which owns its own building)
(collectively, the "Outlot Tenants"); (iii) two leased anchor parcels consisting
of an approximate  225,000 square foot  Bloomingdale's  store and an approximate
230,000  square foot Macy's  store  (Bloomingdale's  and Macy's are  hereinafter
collectively referred to as the "Anchor Tenants");  and three unimproved parcels
of land located south of the canal.

      Subject to and on the terms and  provisions of and for the  considerations
set forth in this Agreement, Seller has agreed to sell, and Purchaser has agreed
to buy, the Property.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

1.    Definitions.  As used  in  this  Agreement, the  following  terms have the
following meanings:


                                       -2-

<PAGE>



      Closing Date.  As agreed between Seller and Purchaser but no later than
      November 20, 1997.

      Due Diligence Period.  The period commencing on the date hereof and ending
on November 6, 1997.

      Escrow Company.  Chicago Title Insurance Company.

      Offering Materials.  That certain brochure prepared by Eastdil Realty
Company L.L.C., dated August 1997.

      Title Company.  Chicago Title Insurance Company.

      Tenants.  As used in this Agreement,  the term "Tenants" shall include the
      in-line mall and kiosk tenants,  the Anchor Tenants and the Outlot Tenants
      under the Leases.

2.    Sale; Purchase Price.

      2.1 Subject to the terms and provisions hereof,  Seller agrees to sell and
convey to Purchaser,  and Purchaser  agrees to purchase from Seller the Property
(the "Closing").

      2.2     The total purchase price (hereinafter called the "Purchase Price")
to be paid by Purchaser to  Seller  for  the Property shall be One Hundred-Fifty
Eight Million Five Hundred Thousand and no/100 Dollars ($158,500,000.00).  The
Purchase Price shall be payable in the following manner:

               (a) Earnest Money.  Purchaser  shall,  prior to the expiration of
the Due Diligence  Period deposit with the Title Company,  as escrow agent,  the
amount of Two Million Five Hundred  Thousand and 00/100 Dollars  ($2,500,000.00)
(hereinafter  called the "Earnest  Money")  which  Earnest Money shall be in the
form of a wire transfer of immediately  available United States of America funds
or at Purchaser's  option, in the form of an irrevocable letter of credit from a
bank and in a form both  acceptable  to Seller in Seller's sole  discretion  and
with an  expiration  date of not  earlier  than March 31,  1998 (the  "Letter of
Credit").  The Earnest  Money shall be held and  disbursed by the Title  Company
acting as escrow agent  pursuant to the Earnest  Money  Escrow  Agreement in the
form of Exhibit B attached hereto which the parties have executed simultaneously
with this Agreement.  The Earnest Money shall be invested in a federally  issued
or insured interest bearing  instrument with any interest accruing thereon being
deemed  part of the  Earnest  Money  and shall be paid to the party to which the
Earnest Money is paid pursuant to the


                                       -3-

<PAGE>



provisions  hereof,  unless it is applied  to the  Purchase  Price.  If the sale
hereunder is consummated in accordance with the terms hereof,  the Earnest Money
and any interest  thereon  shall be applied to the Purchase  Price to be paid by
Purchaser  at the Closing.  In the event of a default  hereunder by Purchaser or
Seller, the Earnest Money shall be applied as provided herein.

               (b) Cash Balance. Purchaser shall pay the balance of the Purchase
Price,  subject to the  prorations  described  in Section 5 below,  in cash (the
"Cash  Balance") by wire  transfer of  immediately  available  United  States of
America funds to the Title Company for payment to Seller, in accordance with the
terms and  conditions of this Agreement on the Closing Date. If the Cash Balance
and all other  documents  required to be  delivered  by  Purchaser  to close are
received by the Escrow  Company on the Closing Date but not prior to noon on the
Closing Date,  then the Closing  shall take place on the following  business day
and the Cash  Balance  shall be held by the Escrow  Company  for the  account of
Purchaser in an interest  bearing  account  until the next business day at which
time the Cash Balance shall be immediately  disbursed to Seller, all interest on
the Cash Balance shall be immediately disbursed to Purchaser,  and the Proration
Date shall be deemed to be the immediately  preceding day.  Notwithstanding  the
immediately  previous  sentence,  if the Cash  Balance is received by the Escrow
Company  later than noon on the  Closing  Date,  Seller  shall have the right to
waive this  paragraph  and receive the Cash  Balance on the Closing Date without
changing the Proration Date.

3.  Conditions  Precedent.  In the  event  any of the  conditions  set  forth in
Sections 3.2(b),  3.3, 3.4 or 3.5 below shall not have been fulfilled,  accepted
or deemed  accepted  or waived as  provided  herein on or before the  applicable
dates  specified  herein,  Purchaser  shall  have the  right to  terminate  this
Agreement by giving written notice thereof to Seller on or before the respective
dates  specified  herein,  and  thereupon all Earnest Money shall be refunded to
Purchaser  and  neither  party  shall  have any  further  rights or  obligations
hereunder, except for the Surviving Obligations (as hereinafter defined).

      3.1  Seller's  Deliveries.  Seller  has  delivered  or made  available  to
Purchaser  complete  copies  of  the  following  items  which  are  in  Seller's
possession:

               (a) All  available  plans and  specifications  pertaining  to the
Property,  including a survey  prepared by Fortin,  Leavy,  Sikes,  Inc.,  dated
February 20, 1997, plotted September 24, 1997 (the "Existing Survey").

               (b) All financial and  operating  statements  for the years 1994,
1995 and 1996, and year to date 1997, and all other related  documentary support
pertaining to the Property;


                                       -4-

<PAGE>



               (c)    The Leases;

               (d) copies of all Lease  Proposals (as defined in Section  15(b))
presently outstanding listed on Schedule 4 attached hereto;

               (e)  Property tax bills for the current and three (3) most recent
prior years and a current statement of assessed value;

               (f) A current  preliminary  title report  together with copies of
all  documents  referred to as  exceptions  to title  except for  existing  loan
documents;

               (g) copies of all the Service  Contracts and any proposed service
or maintenance contracts currently being negotiated;

               (h) Any  inspections or studies,  including  without  limitation,
feasibility, marketing, soils, asbestos, environmental and engineering studies;

               (i) All reciprocal easement and/or operating  agreement(s) if any
(including  supplemental  agreements if any), or other such related documents as
deemed pertinent by Purchaser;

               (j)  Tenant  files  and  financial  data  on  all  tenants  as is
available;

               (k) Tenant sales report for 1994, 1995 and 1996, and year to date
1997;

               (l) Tenant expense recapture calculation worksheets and resulting
billings for 1994, 1995, 1996 and 1997;

               (m) A schedule of all  significant  suits,  actions,  litigation,
administrative  proceedings or other  governmental  investigations or inquiries,
pending or  threatened,  affecting  businesses  or  operations  of Seller or its
affiliates with respect to the Property; and

               (n) Any  information  regarding  any  ownership  by Seller of any
Tenants of the Property.

      Seller shall provide to Purchaser any documents  described in this Section
3.1 and first coming into  Seller's  possession  or produced by Seller after the
initial  delivery  and  continue to provide the same during the pendency of this
Agreement.


                                       -5-

<PAGE>



      In the event this  Agreement  terminates for any reason,  Purchaser  shall
immediately  return to Seller all  information  delivered  by Seller or Seller's
agent(s) to Purchaser or Purchaser's  agent(s).  The foregoing  provision  shall
survive termination of this Agreement.

      3.2 Due Diligence. Purchaser and its representatives shall be permitted to
enter upon the Property at any reasonable  time and from time to time before the
Closing  Date to examine,  inspect and  investigate  the Property as well as all
records and other  documentation  provided by Seller or located at the  Property
(collectively,  "Due  Diligence").  The Due  Diligence  shall be  subject to the
terms, conditions and limitations set forth in this Section 3.2.

               (a)  Purchaser  shall have a right to enter upon the Property for
the purpose of conducting its Due Diligence  provided that in each such instance
(i) Purchaser notifies Seller of its intent to enter the Property to conduct its
Due  Diligence  not less than 48 hours  prior to such  entry;  (ii) the date and
approximate  time period are scheduled  with Seller;  and (iii)  Purchaser is in
full  compliance  with the insurance  requirements  set forth in Section  3.2(f)
hereof. At Seller's election, a representative of Seller shall be present during
any entry by Purchaser or its  representatives  upon the Property for conducting
its Due  Diligence.  Purchaser  shall take all necessary  actions to insure that
neither it nor any of its representatives  interfere with the tenants or ongoing
operations  occurring at the Property.  Purchaser  shall not cause or permit any
mechanic  liens,  materialmen's  liens or other  liens to be filed  against  the
Property as a result of its Due Diligence.

               (b)  Purchaser  shall  have  through  the  last  day of  the  Due
Diligence  Period in which to conduct its Due Diligence and, in Purchaser's sole
discretion,  to determine  whether the Property is acceptable  to Purchaser.  If
during the Due  Diligence  Period,  Purchaser  becomes  aware of any  problem or
defect in the  Property  or any other  aspect of the  Property  which  Purchaser
determines makes the Property  unsuitable to Purchaser,  Purchaser may terminate
this  Agreement by giving  written  notice of termination to Seller on or before
the last day of the Due Diligence  Period.  If Purchaser does not timely deliver
the Earnest Money, this Agreement shall automatically terminate. In the event of
such termination,  neither party shall have any further obligations to the other
party hereunder, except for the Surviving Obligations.

               (c) Purchaser  shall, at least  thirty-one (31) days prior to the
Closing Date, notify Seller in writing  requesting  termination of any or all of
the Service  Contracts,  which are noted on Schedule 2 as being  terminable upon
thirty (30) days notice,  that Purchaser does not elect to assume.  If Purchaser
does not  timely  give  notice  requesting  termination  of a Service  Contract,
Purchaser shall be


                                       -6-

<PAGE>



deemed to have accepted the assumption of such Service Contract. Purchaser shall
assume all other Service Contracts in the manner provided herein.

               (d) Purchaser  shall have the right to conduct,  at its sole cost
and expense, any inspections,  studies or tests that Purchaser deems appropriate
in determining the condition of the Property,  provided,  however,  Purchaser is
not  permitted to perform any  intrusive  testing  (except for limited  asbestos
sampling to be done as part of Purchaser's Phase I site assessment),  including,
without limitation,  a Phase II environmental  assessment or boring, without (i)
submitting  to Seller  the  scope and  inspections  for such  testing;  and (ii)
obtaining  the prior  written  consent of  Seller,  which  consent  shall not be
unreasonably withheld.

               (e) Purchaser agrees and covenants with Seller not to disclose to
any  third  party  (other  than  lenders,   accountants,   attorneys  and  other
professionals  and consultants in connection  with the transaction  contemplated
herein)  prior  to  Closing  without  Seller's  prior  written  consent,  unless
Purchaser is obligated by New York Stock  Exchanges  rules or  regulations or by
law to make such  disclosure,  any of the reports or any other  documentation or
information obtained by Purchaser which relates to the Property or Seller in any
way, all of which shall be used by Purchaser and its agents solely in connection
with the transaction  contemplated  hereby.  In the event that this Agreement is
terminated, this subsection 3.2(e) shall survive termination.

               (f) Purchaser agrees to indemnify, defend and hold Seller and its
partners, trustees, beneficiaries, shareholders, members, managers, advisors and
other  agents  and  their   respective   employees,   officers,   directors  and
shareholders (the "Indemnified  Parties")  harmless from and against any and all
claims,  losses,  damages,  costs and expense  (including,  without  limitation,
reasonable  attorneys'  fees and court costs) suffered or incurred by any of the
Indemnified  Parties  as a result  of any  activities  of  Purchaser  (including
activities of any of Purchaser's  employees,  consultants,  contractors or other
agents)  relating to the Property,  including,  without  limitation,  mechanics'
liens, damage to the Property, injury to persons or property resulting from such
activities,  and in the event that the  Property is  disturbed or altered in any
way as a  result  of such  activities,  Purchaser  shall  promptly  restore  the
Property to its condition  existing prior to the commencement of such activities
which disturb or alter the Property.  The foregoing  indemnity  does not include
any claims, losses, damages, costs and expenses (including,  without limitation,
reasonable attorneys' fees and court costs) resulting from the mere discovery of
information on or a condition at the Property. Furthermore,  Purchaser agrees to
maintain and have in effect  workers'  compensation  insurance,  with  statutory
limits of coverage, and commercial general liability insurance with (i) all risk
coverage,  (ii)  waiver of  subrogation,  and (iii)  limits of not less than One
Million and


                                       -7-

<PAGE>



00/100  ($1,000,000.00) for personal injury,  including bodily injury and death,
and  property  damage.  Such  insurance  shall name Heitman  Capital  Management
Corporation  ("HCMC")  and Heitman  Properties  of Florida  Ltd.  as  additional
insureds.  Purchaser  shall  deliver  to  Seller  a copy of the  certificate  of
insurance   effectuating   the  insurance   required   hereunder  prior  to  the
commencement  of such  activities  which  certificate  shall  provide  that such
insurance shall not be terminated or modified without at least thirty (30) days'
prior written notice to Seller.

               (g) Purchaser acknowledges and agrees that it shall have no right
to  review  or  inspect  any  of  the   following:   (i)   internal   memoranda,
correspondence,  analyses,  documents  or reports  prepared  by or for Seller in
connection   with  this  Agreement  or  in  connection   with  the   transaction
contemplated  by this  Agreement,  (ii)  communications  between Seller and HCMC
(except as may be listed in paragraph 3.1 above), (iii) appraisals,  assessments
or other  valuations of the Property in the  possession  of Seller or HCMC,  and
(iv) management agreements.

               (h) Sections 3.2(e) and 3.2(f) and such other  provisions in this
Agreement which expressly survive Closing or termination of this Agreement shall
survive  Closing  or  any  termination  of  this  Agreement  (collectively,  the
"Surviving Obligations").

      3.3 Title and Survey.  Seller  shall,  at Seller's  sole cost and expense,
obtain and  deliver to  Purchaser  for  Purchaser's  review a  commitment  for a
standard  owner's policy of title insurance along with a copy of each instrument
listed as an exception  thereon other than Seller's debt instruments (the "Title
Commitment")  on the Real  Property  issued by the  Title  Company.  Seller  has
delivered  to  Purchaser a copy of the Existing  Survey  which  Purchaser  shall
reimburse  Seller for as provided in Section 4 hereof.  During the Due Diligence
Period,  Seller  shall obtain from the Title  Company at Seller's  sole cost and
expense a survey  endorsement and, if and to the extent  available,  contiguity,
fairway and PUD  endorsements.  Purchaser  may elect to receive an update to the
Existing Survey (the "Updated  Survey") by notifying  Seller of such election in
writing  prior to November 6, 1997.  If Purchaser so elects,  Seller  shall,  at
Purchaser's  sole  cost  and  expense,  obtain  and  deliver  to  Purchaser  for
Purchaser's  review the Updated Survey.  Purchaser shall have until the later of
November 6, 1997 and the date which is fifteen  days after  receipt of the Title
Commitment and Existing Survey (such date being referred to as the "Title Review
Date") for examination of Title Commitment and Existing Survey and the making of
any objections  thereto,  said objections to be made in writing and delivered to
Seller on or before the end of the Title Review Date. If Purchaser shall fail to
make any  objections  on or before the Title  Review  Date,  Purchaser  shall be
deemed to have accepted all exceptions to the Title Commitment shown on Schedule
B, Section II,


                                       -8-

<PAGE>



except for  exceptions 1, 2, 3 and 4, and the form and substance of the Existing
Survey and all matters shown thereon;  all such  exceptions and matters shall be
included  in the  term  "Permitted  Exceptions"  as used  herein.  In the  event
Purchaser elects to receive the Updated Survey,  then Purchaser shall have until
the Title Review Date for  examination  of the Updated  Survey and the making of
objections to matters shown thereon,  such  objections to be made in writing and
delivered to Seller on or before the  expiration  of the Title  Review Date.  If
Purchaser  shall fail to make any such  objections  to the Updated  Survey on or
before  such  date,  Purchaser  shall be  deemed to have  accepted  the form and
substance  of the  Updated  Survey  and all  matters  shown  thereon;  all  such
exceptions  and  matters  shall be  included  as  Permitted  Exceptions.  If any
objections to (i) the Title Commitment or Existing Survey or exceptions to title
are made within the Title  Review  Period,  or (ii) the Updated  Survey are made
before the date specified  above,  then Seller shall have the right, but not the
obligation  except as hereafter  provided,  to cure (by removal,  endorsement or
otherwise) such objections on or before the Closing Date in a manner  reasonably
acceptable to Purchaser. If the objections are not cured by Seller no later than
five (5) days before the scheduled  Closing Date, then Purchaser may as its only
option, elect to either: (i) waive such objection and consummate the transaction
contemplated by this Agreement; or (ii) terminate this Agreement, in which event
the Earnest  Money shall be returned to Purchaser  and neither  party shall have
any further obligations to the other party except for the Surviving Obligations.
Notwithstanding  anything to the contrary  contained in this  Agreement,  Seller
shall be obligated to remove (or cause the Title Company to affirmatively insure
over in a manner  reasonably  acceptable to  Purchaser)  (i) any deeds of trust,
mortgages, and related loan documents securing any financing obtained by Seller,
including,  without  limitation,  the existing loan with Continental  Bank, N.A.
(the "Existing  Loan"),  (ii) any mechanic's or materialmen's  liens relating to
work done by or on behalf of Seller and (iii) any tax or judgment  liens against
Seller. Seller agrees to use best efforts to satisfy all of the requirements set
forth in  Schedule B - Section 1 of the  Commitment  at or prior to the  Closing
Date.

      3.4 Estoppels.  Seller shall deliver to Purchaser,  no later than five (5)
days  prior  to  the  Closing  Date,  (i)  estoppel  certificates  in  substance
reasonably  satisfactory to Purchaser,  in the form of Exhibit C attached hereto
or in the form of estoppel required under such tenant's lease, from in-line mall
tenants  and kiosks  leasing at least  eighty  percent  (80%) of the in-line and
kiosk space  excluding  United Artists and except for those tenants noted on the
last page of Schedule 2; (ii)  estoppel  certificates  in  substance  reasonably
satisfactory  to  Purchaser  from the  Anchor  Tenants  in the form of  estoppel
required under such Anchor  Tenants' lease or in such form as such Anchor Tenant
traditionally  executes,  including  confirmation that all construction work has
been completed and all construction allowances paid; (iii) estoppel certificates
in substance reasonably satisfactory to Purchaser from the


                                       -9-

<PAGE>



Outlot  Tenants in the form of  estoppel  required  under such  Outlot  Tenants'
lease,  and (iv) estoppel  certificate in substance  reasonably  satisfactory to
Purchaser  from United  Artists  TGI Fridays and Los Ranchos in a form  required
under their leases;  provided that, with respect to Seller's delivery of the TGI
Fridays and Los Ranchos  estoppels,  notwithstanding  anything contained in this
Agreement to the contrary,  it shall not be a condition  precedent to Purchasers
obligations  under this  Agreement  unless  Purchaser  has granted all approvals
required in connection with the TGI Fridays and Los Ranchos leases.

      3.5  Purchaser's   Partnership  Committee  Approval.  The  obligations  of
Purchaser under this Agreement are contingent upon obtaining the approval of its
partnership committee ("Committee  Approval").  Not later than November 6, 1997,
Purchaser shall deliver to Seller written notice of Purchaser's  receipt of such
approval or lack thereof.  If no such notice is received by Seller by such date,
then  Purchaser  shall be deemed to have not  obtained  such  approval  and this
Agreement  shall  automatically  terminate,  and thereupon all Earnest Money, if
any,  shall be refunded to  Purchaser  and neither  party shall have any further
rights or obligations hereunder, except for the Surviving Obligations.

4.    Closing; Conditions; Deliveries.

      4.1 Time,  Place and Manner of Closing.  The Closing  shall be held on the
Closing  Date in the  Miami,  Florida  offices  of the Title  Company  or at any
location mutually acceptable to the parties.

      4.2 Condition to Parties'  Obligation  to Close.  In addition to all other
conditions  set forth herein,  the  obligation of Seller,  on the one hand,  and
Purchaser,  on the  other  hand,  to  consummate  the  transaction  contemplated
hereunder shall be contingent upon the following:

               (a) The other party's  representations  and warranties  contained
herein shall be true and correct in all material respects as of the date of this
Agreement and the Closing Date;

               (b) As of the Closing Date,  the other party shall have performed
its obligations hereunder in all material respects and all deliveries to be made
at Closing have been tendered;

               (c) As of the Closing Date,  there shall exist no pending action,
suit or  proceeding  with  respect to the other party  before or by any court or
administrative  agency which seeks to restrain or prohibit, or to obtain damages
or


                                      -10-

<PAGE>



a discovery  order with respect to, this  Agreement or the  consummation  of the
transactions contemplated hereby; and

      If the  condition  set  forth  in  paragraphs  (a) or (b)  above  are  not
satisfied on the Closing  Date,  the party who is not in breach or default shall
have the right to terminate  this Agreement by written notice to the other party
in which case this  Agreement  shall  terminate  and be of no  further  force or
effect  whatsoever  except for the  Surviving  Obligations  and except that such
non-defaulting  party shall have the rights and remedies available to such party
as provided herein.

      In addition,  the  obligations of Purchaser to consummate the  transaction
contemplated hereunder shall be contingent upon the following.

      (1)      There shall have been no "Material Adverse Change" on or prior to
               the Closing Date. As used herein, "Material Adverse Change" shall
               mean any changes with respect to The Falls Shopping Center which,
               individually  or in the  aggregate,  are material and adverse and
               which first arise  after five (5) days before the  expiration  of
               the Due Diligence Period, including, without limitation, a change
               in laws which impose a material additional cost or liability upon
               the Property or Purchaser, a material change in the environmental
               condition  of  the  Property  or  the   bankruptcy,   closing  or
               announcement of an intent to close of any Anchor Tenant or United
               Artists.

      (2)      The Title  Company  issuing to  Purchaser on the Closing Date the
               policy  of title  insurance  or  marked-up  commitment  for title
               insurance  in the face  amount of the  Purchase  Price  which (i)
               shows title to the Real Property to be vested in Purchaser,  (ii)
               shows the Permitted Exceptions to be the only exceptions to title
               and (iii) is otherwise in the form and with such  endorsements as
               to which Purchaser and the Title Company agreed upon prior to the
               end of the Due Diligence Period.

      If either of the  conditions  set forth in paragraphs (1) or (2) above are
not satisfied on the Closing Date,  Purchaser  shall have the right to terminate
this Agreement by written  notice to Seller in which case this  Agreement  shall
terminate,  and  thereupon  all Earnest Money shall be refunded to Purchaser and
neither party shall have any further rights or obligations  hereunder except for
the Surviving Obligations.

      4.3  Deliveries.  At Closing  each party shall  execute and deliver to the
other and/or the Title Company the following documents:


                                      -11-

<PAGE>



      (a)      Seller shall deliver to Purchaser and/or the Title Company:

                  (i) a special  warranty  deed (the  "Deed") to the Property in
recordable  form, duly executed by Seller and  acknowledged and the same form as
set forth in Exhibit E attached hereto, conveying to Purchaser title to the Real
Property, subject only to the Permitted Exceptions;

                  (ii) a bill of sale duly  executed  by Seller  and in the same
form as set forth in Exhibit F attached hereto,  conveying to Purchaser title to
all personal property owned by Seller and located at the Real Property, if any;

                  (iii) an  assignment  to Purchaser of the Leases duly executed
by Seller and in the same form as set forth in Exhibit G attached hereto;

                  (iv) an assignment to Purchaser of the Service Contracts being
assumed  hereunder (to the extent  assignment is not  prohibited by their terms)
duly  executed by Seller and in the same form as set forth in Exhibit H attached
hereto;

                  (v) a general  assignment  to  Purchaser  of the  licenses and
permits  affecting  the  Property,  the trade  names "The  Falls" and "The Falls
Shopping Center", the Intangible Property and Seller's right with respect to the
merchant's  association  and/or  promotional  funds,  if any  and  any  existing
guarantees  and warranties  under  construction  contracts,  if any, (all to the
extent  assignment is not prohibited by their terms) duly executed by Seller and
in the same form as set forth in Exhibit I attached hereto;

                  (vi)  a  non-foreign  transferor   certification  pursuant  to
Section  1445 of the  Internal  Revenue  Code  and  any  similar  provisions  of
applicable state law, in the same form as set forth on Exhibit J attached hereto
(the "Affidavit"); and

                  (vii) a certified  resolution  of Seller  signed by all of the
general partners of Seller certifying that Seller has the legal power, right and
authority to consummate the sale of the Property, and that HCMC is authorized to
sign the Closing Documents, and a certified resolution of HCMC and an incumbency
certificate  authorizing the person and entity who signed this Agreement and who
sign the Closing documents to sign the Closing Documents;

                  (viii) All  documents  and  instruments  required by the Title
Company to satisfy the requirements of the title commitment and issue the policy
pursuant thereto to Purchaser.


                                      -12-

<PAGE>



                  (ix)  Evidence  of  termination  of  the  existing  management
agreement  and release by property  manager from HCMC and Heitman  Properties of
Florida, Ltd.;

                  (x) The  originals  (or if  unavailable,  a copy  certified by
Seller as true and  correct) of all of the Leases and Service  Contracts  (which
items may be delivered by Seller by leaving the same at the Property);

                  (xi)  To  the  extent  in  the  possession  or  control  of or
reasonably  available to Seller, the original (or, if originals are unavailable,
copies) of all of the  Intangible  Property  (which  items may be  delivered  by
Seller by leaving the same at the Property);

                  (xii)  To  the  extent  in the  possession  or  control  of or
reasonably available to Seller, all plans and specifications,  keys, records and
all  leasing  files and  correspondence  files  relating  to and  located at the
Property  (which  items may be  delivered  by Seller by leaving  the same at the
Property);

                  (xiii) Duly  transferred  security  deposits which are held in
the form of letters of credit;

                  (xiv) Copies of the most recent aged account  receivable trial
balance, rent roll and operating statements; and

                  (xv) A release of any claim  against  the  Property by Eastdil
Realty Company, L.L.C., broker for Seller.

            (b) Purchaser shall deliver to Seller or the Title Company:

                  (i) the Cash Balance, by wire transfer, as provided in Section
2.2 hereof;

                  (ii) an  assumption  duly  executed  by the  Purchaser  of the
assignments described in Sections 4.3(a)(iii), (iv) and (v); and

                  (iii)  a  certified  resolution  of  Purchaser's   partnership
committee  certifying that Purchaser has the legal power, right and authority to
consummate the purchase of the Property and  authorizing  signatories to execute
the Closing  Documents and a certified  incumbency  certificate  authorizing the
person and entity who signed this  Agreement and who sign the Closing  Documents
to sign such documents.


                                      -13-

<PAGE>



            (c) Seller and Purchaser shall jointly deliver to the Title Company:

                  (i)    A closing statement;

                  (ii)  All  transfer   declarations  or  similar  documentation
required by law;

                  (iii)  Letters to the  tenants of the  Property in the form of
Exhibit K attached hereto (Seller shall execute  separate letters for the Anchor
Tenants,  Outlot Tenants and United Artists and, at Purchaser's request, for any
other tenant;  provided that Purchaser  prepares and delivers any such notice to
Seller for its review and approval  (which shall not be  unreasonably  withheld)
not less than five (5) days prior to Closing); and

                  (iv)  Notices in  substantially  the form  attached  hereto as
Exhibit L attached hereto to the other party to each Service Contract assumed by
Purchaser pursuant to Section 3.2(c) of this Agreement.

            (d) The Title  Company  shall  deliver  to  Purchaser  an  initialed
mark-up of the Title  Commitment,  extending the  effective  date to the Closing
Date,  insuring  Purchaser  as owner  of the Real  Property,  and  removing  all
exceptions other than Permitted Exceptions.

      4.4 Permitted Termination. So long as a party is not in default hereunder,
if any  condition  to such  party's  obligation  to  proceed  with  the  Closing
hereunder  has not been  satisfied  or  waived  as of the  Closing  Date or such
earlier  date as  provided  herein,  such  party  may,  in its sole  discretion,
terminate this Agreement by delivering  written notice to the other party before
the Closing Date, or elect to close,  notwithstanding  the  non-satisfaction  of
such  condition,  in which  event such party  shall be deemed to have waived any
such condition.

5.  Prorations.  All items of income  and  expense  shall be paid,  prorated  or
adjusted as of the close of  business on the day prior to the Closing  Date (the
"Proration Date") in the manner hereinafter set forth:

      5.1  Purchaser  shall be credited with (i) the amount of (A) all rents and
(B)  all  expense  contributions,  real  estate  tax  contributions,  and  other
reimbursements  from  tenants  ("Tenant  Contributions")  received by Seller and
attributable  to any  month  commencing  after  the  Closing  Date  and (ii) all
unapplied  cash security  deposits held by Seller and which were made by tenants
under all leases of the Real  Property  in effect as of the  Closing  Date,  and
(iii) all unfunded  tenant  allowances  and other  payments  (including  leasing
commissions for leases listed on Schedule 6) to


                                      -14-

<PAGE>



be made by Seller and the cost of all construction or tenant improvement work to
be done by Seller under all of the Leases and those  proposed  leases  listed on
Schedule 6 (whether or not such leases have been  entered into as of the Closing
Date),  except to the extent set forth (x) specifically listed on Schedule 4; or
(y) in the  Proposals  approved by Purchaser or deemed  approved by Purchaser as
provided in subsection 15(b) hereof.

      5.2 All rents and Tenant  Contributions and other income from the Property
for the month of Closing  shall be prorated  between  Purchaser and Seller based
upon their  respective  days of  ownership  for such month in which the  Closing
occurs.  Neither  Purchaser nor Seller shall  receive  credit at Closing for any
payments of rental obligations due but not paid as of the Proration Date. At the
time  of  the  final   calculation   and  collection   from  tenants  of  Tenant
Contributions  for 1997,  whether in the nature of a  reconciliation  payment or
full payment,  in arrears,  there shall be a reproration  between  Purchaser and
Seller as to the Tenant Contributions. Such reproration shall not be made on the
basis of a per diem  method of  allocation,  but shall  instead  be  apportioned
between  Seller  and  Purchaser  on the  basis of the  relative  share of actual
expenses in question  incurred and paid by Seller and Purchaser during the lease
year in question.  Seller  covenants to provide  Purchaser with any  information
necessary to finalize such calculation.  Purchaser covenants to bill tenants for
amounts due from tenants attributable to periods prior to closing and diligently
pursue  collections from tenants and, as collected,  to timely deliver to Seller
reproration amounts due Seller.

      5.3  Percentage  rent shall be prorated  between  Purchaser  and Seller by
utilizing the percentage  rent payable for such lease year based upon the actual
days of ownership of the Property  during such tenant's lease year.  There shall
be no adjustment  for  percentage  rent  payments for a particular  tenant until
after the receipt of any percentage rent payments made by such tenant.

      5.4 Any amounts  received from tenants after Closing shall be applied on a
tenant by tenant  basis in the  following  order:  (i) first on  account  of any
amount currently due Purchaser from such tenant(s); (ii) next, on account of any
amount due Seller from such  tenant(s)  for the period up to and  including  the
Proration  Date and (iii)  finally,  any balance then  remaining  to  Purchaser.
Seller  retains  the  right to sue  tenants  after  Closing  for any  delinquent
payments or other  amounts  owed to Seller,  except for  actions or  proceedings
affecting a tenant's  rights of possession or landlord  liens.  However,  Seller
will not exercise any such rights or remedies unless such delinquent  rents have
not been  collected by Purchaser  and paid to Seller within six (6) months after
the Closing Date.


                                      -15-

<PAGE>



      5.5 Operating expenses, including, without limitation,  permits, licenses,
membership  dues,  and any other  prepaid  expenses,  shall be prorated  between
Purchaser  and Seller on an accrual  basis  based upon the actual  days of their
respective ownership of the Property utilizing the actual expenses or reasonable
estimates, subject to reproration when the actual amounts are known.

      5.6 Real estate taxes shall be prorated between Seller and Purchaser based
upon the actual days of ownership  of the parties for the year in which  Closing
occurs utilizing the most recent ascertainable tax bill(s). Seller and Purchaser
agree to reprorate said real estate taxes upon Purchaser's receipt of the actual
tax bill for the tax year in question, if any. Seller reserves the right to meet
with  governmental  officials  and to  contest  any  reassessment  governing  or
affecting  Seller's  obligations  under this  Section,  with  Purchaser's  prior
written approval,  which will not be unreasonably withheld.  Seller shall retain
all rights with respect to any refund of taxes applicable to any period prior to
the Closing Date, subject to the rights of tenants.

      5.7 Except for utilities  billed  directly to Tenants,  utilities shall be
prorated  as of the  Proration  Date based upon  either  meter  readings  on the
Proration  Date or the prior month's actual  invoices.  Seller shall be credited
with any  unapplied  utility  deposit  in effect as of the  Closing  Date to the
extent such deposit is assignable and actually paid to Purchaser.

      5.8 Purchaser shall be responsible for and pay for all costs in connection
with (i)  Proposals  listed on  Schedule 4 attached  hereto,  to the extent such
amounts are  identified  on Schedule 4, and (ii) any  Proposal  which  Purchaser
approved,  or is deemed to have  approved as provided in Section 15(b) herein to
the extent such  amounts are  identified  in such  Proposals;  provided  that no
commissions shall be paid to HCMC or any of its affiliates.

      5.9 All insurance  policies and property  management  agreements  shall be
terminated  as of the Closing Date and there shall be no proration  with respect
to these items.

      5.10 Purchaser shall be credited with the contractor's  security  deposits
listed on Schedule 1 to the General Assignment attached as Exhibit I.

In the event any prorations or computations made under this Section are based on
estimates  or prove to be  incorrect,  then either party shall be entitled to an
adjustment to correct the same,  provided  that it makes  written  demand on the
party from whom it is entitled to such adjustment  within one hundred and twenty
days after the end of the current  calendar  year or, in the case of  percentage
rent adjustments, from the


                                      -16-

<PAGE>



end of the  applicable  lease year.  Purchaser  shall  indemnify and hold Seller
harmless  from and  against  any and all  claims  for which  Purchaser  received
credits  pursuant to this Section 5. The indemnity set forth in the  immediately
preceding  sentence and the covenants  contained in this Section 5 shall survive
Closing.

6. Seller's Representations, Warranties and Covenants. Seller hereby represents,
warrants and covenants as follows:

      6.1 Power.  Seller has the legal power,  right and authority to enter into
this  Agreement and the  instruments  referenced  herein and to  consummate  the
transactions contemplated hereby.

      6.2 Requisite Action. All requisite action (corporate,  trust, partnership
or  otherwise)  has been taken by Seller in  connection  with entering into this
Agreement and the  instruments  referenced  herein and the  consummation  of the
transactions  contemplated  hereby.  No  consent  of any  partner,  shareholder,
member, creditor,  investor, judicial or administrative body, authority or other
party is required  which has not been  obtained  to permit  Seller to enter into
this Agreement and consummate the transaction contemplated hereby.

      6.3  Authority.   The   individuals   executing  this  Agreement  and  the
instruments  referenced  herein on behalf of Seller have the legal power,  right
and  actual  authority  to bind  Seller to the terms and  conditions  hereof and
thereof.

      6.4  Validity.  This  Agreement and all  documents  required  hereby to be
executed by Seller are and shall be valid,  legally  binding  obligations of and
enforceable against Seller in accordance with their terms.

      6.5  Conflicts.  None of the execution and delivery of this  Agreement and
documents referenced herein, the incurrence of the obligations set forth herein,
the consummation of the transactions  herein  contemplated or referenced  herein
conflicts  with or results in the material  breach of any terms,  conditions  or
provisions of or constitutes a default under,  any bond, note, or other evidence
of  indebtedness  or any contract,  lease or other  agreements or instruments to
which Seller is a party.

      6.6 Leases.  Attached hereto as Schedule 2 is a complete and accurate list
of the Leases,  which shall be updated by Seller prior to Closing, if necessary,
by adding thereto leases executed after the date hereof through  Closing.  There
are no leases, subleases, occupancy agreements or tenancies, or any modification
or amendment  thereto,  in effect  pertaining  to the  Property,  except for the
Leases listed on Schedule 2. No party is entitled to any leasing  commissions or
leasing  fees  chargeable  to the  landlord  under any of the  Leases  except as
expressly set forth in


                                      -17-

<PAGE>



the  Offering  Materials.  HCMC is not  entitled to any leasing  commissions  or
leasing fees chargeable to the landlord under any of the Leases. Seller owns all
of the interest of the landlord under the Leases and has not assigned,  pledged,
hypothecated or otherwise  encumbered or transferred its interest in the Leases,
except as provided in the  documents  evidencing  and securing the Existing Loan
which will be paid and discharged at or before Closing.

      6.7 Service  Contracts.  Attached  hereto as Schedule 3 is a complete  and
accurate list of the Service  Contracts,  which shall be updated by Seller prior
to Closing, if necessary.  There are no service agreements or contracts relating
to the  Property  which  will be in force on the  Closing  Date,  except for the
Service Contracts (and other agreements set forth in this Agreement).

      6.8 Notices.  Except as disclosed in writing to Purchaser,  Seller has not
received  any  written  notice  that  the  Property,  and all  present  uses and
operations  thereof,  are in violation of any applicable zoning,  environmental,
land-use,  building,  fire,  health  and  safety  laws  or any of the  Permitted
Exceptions.

      6.9  Litigation.  Except  as  set  forth  on  Schedule  5  no  litigation,
condemnation  proceedings,  or  administrative  proceedings has been served upon
Seller,  nor to the best of the Seller's knowledge has been filed, or threatened
in writing, affecting the Property.  Schedule 5 shall be updated by Seller prior
to Closing, if necessary.

      6.10 Environmental Condition.  Seller has no knowledge of any violation of
Environmental  Laws related to the  Property or the  presence or release  (other
than as permitted by law) of Hazardous  Materials on or from the Property except
as  disclosed  in the  environmental  reports  delivered  by Seller to Purchaser
identified as (i) Report from Allied  Environmental  dated August 15, 1997; (ii)
Inspection  Results Report from Dade County Florida  Department of Environmental
Resources   Management   dated   September  23,  1997;   (iii)  Draft  Report  -
Environmental  Assessment  prepared by Camp Dresser & McKee,  dated December 16,
1988; (iv) Additional Soil Sample Collection and Analytical  Results prepared by
Camp  Dresser  & McKee  dated  December  29,  1988;  (v)  Phase I  Environmental
Assessment  Report  prepared by Camp Dresser & McKee dated  October  1990;  (vi)
Report of Phase I Environmental  Site Assessment and Radon Screening;  and (vii)
Phase I  Environmental  Site  Assessment/Future  Macy's  Site  prepared by Evans
Environmental dated December 5, 1994 (the "Environmental Reports"). There are no
agreements  between  the Seller and any  governmental  body or agency  (Federal,
state or local) or any private entity concerning  Environmental Laws or relating
in any way to the  presence,  spill,  discharge,  release,  threat  of  release,
storage, treatment,  disposal or investigation of any Hazardous Material. Except
as disclosed in the Environmental  Reports, to Seller's knowledge,  there are no
underground storage


                                      -18-

<PAGE>



tanks at the Property.  Except as disclosed in the Environmental Reports, Seller
has not  discharged  or released  any  Hazardous  Materials  at the  Property in
violation of Environmental Laws or which could result in cleanup, remediation or
any corrective  action being required under any applicable  Environmental  Laws.
The  term  "Environmental  Laws"  includes,  without  limitation,  the  Resource
Conservation  and  Recovery  Act and the  Comprehensive  Environmental  Response
Compensation  and Liability Act  ("CERCLA") and other federal laws governing the
environment  as in  effect on the date of this  Agreement  together  with  their
implementing  regulations and guidelines as of the date of this  Agreement,  and
all state,  regional,  county,  municipal and other local laws,  regulations and
ordinances  that are  equivalent or similar to the federal laws recited above or
that  purport to regulate  Hazardous  Materials in effect as of the date of this
Agreement.  "Hazardous  Materials"  means any substance which is (i) designated,
defined,  classified or regulated as a hazardous substance,  hazardous material,
hazardous  waste,  pollutant  or  contaminant  under any  Environmental  Law, as
currently  in  effect  as  of  the  date  of  this  Agreement,   (ii)  petroleum
hydrocarbon,  including  crude oil or any  fraction  thereof  and all  petroleum
products,   (iii)  PCBs,  (iv)  lead,  (v)  friable  asbestos,   (vi)  flammable
explosives, (vii) infectious materials, or (viii) radioactive materials.

      6.11 Financial Statements. The annual operating statements and the audited
financial statements prepared on an accrual basis as of December 31 of the years
1994 through 1996,  inclusive,  and  year-to-date  annual  operating  statements
delivered to  Purchaser  by Seller were  prepared by Seller in good faith in the
ordinary  course of business.  The general ledger  includes all payments made by
Seller through its effective date.

      6.12 ERISA;  Personnel.  As of the date hereof, Seller does not employ any
person at the Property nor is Seller a party, or obligated to become a party, to
any union or other collective  bargaining  contract  pertaining to the operation
and  maintenance  of the Property.  There are no employees of Seller or property
manager to whom Purchaser  shall, at or after Closing,  have any obligation in a
capacity  as a  successor  employer  nor is  Seller  a party  to any  employment
contracts or agreements respecting the Property.

      6.13 No Sales Contracts. Except for this Agreement, there are no contracts
to sell, convey or transfer the Property or any purchase or sale options, rights
of first refusals,  rights of first offer or similar  agreements with respect to
the Property (other than Purchaser pursuant to the terms hereof).

      6.14 Development Rights.  Seller will not sell, transfer,  modify or amend
any of the  Development  Rights and Seller has not received  any written  notice
challenging, contesting or calling into question any of the Development Rights.


                                      -19-

<PAGE>



      6.15 Indemnity.  Seller shall  indemnify and hold Purchaser  harmless from
and against any and all claims, actions, judgments, liabilities, liens, damages,
penalties,  fines, costs and reasonable attorneys' fees, foreseen or unforeseen,
asserted  against,  imposed on or  suffered or  incurred  by  Purchaser  (or the
Property) directly or indirectly arising out of or in connection with any breach
of the  warranties,  representations  and covenants set forth in this Section 6.
The  indemnification  set forth in the immediately  preceding  sentence shall be
limited to an aggregate  amount not to exceed Two Million Five Hundred  Thousand
and no/100's Dollars ($2,500,000.00) in the aggregate with respect to any breach
of the warranties,  representation and covenants set forth in this Agreement, or
any other document made in connection with the transfer of the Property,  except
that  such  limitation  shall  not  apply  to  any  breach  of  the  warranties,
representations  or covenants set forth in subsections 6.1 through 6.5 herein or
subsections  6.6 or 6.13. The warranties and  representations  set forth in this
Section  6 shall  be  deemed  remade  as of  Closing,  and said  warranties  and
representations as so remade,  and the indemnity  obligation set forth in herein
shall  survive  Closing,  provided  that any  claim by  Purchaser  based  upon a
misrepresentation  or breach of any  warranty  or  representation  or  indemnity
obligation  under this Section 6 shall be deemed  waived  unless  Purchaser  has
given Seller  notice of such claim prior to the date which is one (1) year after
the Closing Date.

As used in this Section 6, the term "to Seller's  knowledge"  "actual knowledge"
or "best of Seller's knowledge" (i) shall mean and apply to the actual knowledge
of Howard J. Edelman,  Tom Rogers and Gary Kaplan and not to any other  parties,
(ii)  shall  mean  the  actual  knowledge  of  such  individuals,   without  any
investigation  or inquiry of any kind, and (iii) shall not mean such individuals
are charged with knowledge of the acts,  omissions  and/or knowledge of Seller's
agents or employees.

      Notwithstanding  anything  contained in this  Agreement  to the  contrary,
Seller shall have no liability for breaches of any  representations,  warranties
and certifications (the "Representations") which are made by Seller herein or in
any of the documents or instruments required to be delivered by Seller hereunder
if Philip  Hofmann,  Hans  Schaefer and Michael B. Kolbow had  knowledge of such
breach by Seller at the Closing Date and  Purchaser  shall not have the right to
bring any lawsuit or other legal  action  against  Seller,  nor pursue any other
remedies against Seller, as a result of the breach of such Representation caused
thereby,  but  Purchaser's  sole right shall be to terminate  this  Agreement in
which event, the Earnest Money shall be returned to Purchaser.

7.    Purchase As-Is.   EXCEPT FOR THE REPRESENTATIONS WARRANTIES
AND COVENANTS OF SELLER EXPRESSLY SET FORTH IN SECTION 6 OF
THIS AGREEMENT AND IN ANY OF THE CLOSING DOCUMENTS, PURCHASER


                                      -20-

<PAGE>



WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH SELLER THAT PURCHASER IS PURCHASING
THE  PROPERTY IN ITS  "AS-IS,  WHERE IS"  CONDITION  "WITH ALL FAULTS" AS OF THE
CLOSING  DATE  AND   SPECIFICALLY   AND   EXPRESSLY   WITHOUT  ANY   WARRANTIES,
REPRESENTATIONS OR GUARANTEES,  EITHER EXPRESS OR IMPLIED,  AS TO ITS CONDITION,
FITNESS FOR ANY PARTICULAR  PURPOSE,  MERCHANTABILITY,  OR ANY OTHER WARRANTY OF
ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. EXCEPT FOR THE
REPRESENTATIONS  OF SELLER EXPRESSLY SET FORTH IN SECTION 6 OF THIS AGREEMENT OR
IN THE CLOSING DOCUMENTS,  SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY,  GUARANTY
OR  REPRESENTATION,  ORAL OR  WRITTEN,  PAST OR  PRESENT,  EXPRESS  OR  IMPLIED,
CONCERNING  (A)  THE  VALUE,  NATURE,  QUALITY  OR  CONDITION  OF THE  PROPERTY,
INCLUDING,  WITHOUT  LIMITATION,  THE  WATER,  STRUCTURAL  INTEGRITY,  SOIL  AND
GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY;  (C) THE SUITABILITY OF
THE PROPERTY FOR ANY AND ALL  ACTIVITIES  AND USES WHICH  PURCHASER  MAY CONDUCT
THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D)
THE  COMPLIANCE  OF OR BY THE PROPERTY OR ITS  OPERATION  WITH ANY LAWS,  RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE  GOVERNMENTAL AUTHORITY OR BODY; (E)
THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
PARTICULAR  PURPOSE  OF  THE  PROPERTY;   (F)  THE  MANNER  OR  QUALITY  OF  THE
CONSTRUCTION  OR MATERIALS,  IF ANY,  INCORPORATED  INTO THE  PROPERTY;  (G) THE
MANNER,  QUALITY,  STATE OF REPAIR OR LACK OF  REPAIR OF THE  PROPERTY;  (H) THE
PRESENCE OR ABSENCE OF HAZARDOUS  MATERIALS  AT, ON,  UNDER,  OR ADJACENT TO THE
PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER OR CONDITION OF THE PROPERTY;  OR (I)
ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES
THAT,  EXCEPT FOR THE  REPRESENTATIONS  AND  WARRANTIES  OF SELLER  CONTAINED IN
SECTION  6 OF THIS  AGREEMENT  AND IN THE  CLOSING  DOCUMENTS,  ANY  INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER WITH  RESPECT TO THE  PROPERTY  WAS  OBTAINED
FROM A  VARIETY  OF  SOURCES  AND  THAT  SELLER  HAS NOT  MADE  ANY  INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH  INFORMATION AND MAKES NO  REPRESENTATIONS
AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.  SELLER IS NOT LIABLE OR
BOUND  IN ANY  MANNER  BY ANY ORAL OR  WRITTEN  STATEMENTS,  REPRESENTATIONS  OR
INFORMATION  PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF,  FURNISHED BY
ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,  SERVANT OR OTHER PERSON EXCEPT FOR THE
EXPRESS REPRESENTATIONS SET FORTH IN SECTION 6


                                      -21-

<PAGE>



OF THIS AGREEMENT AND IN THE CLOSING DOCUMENTS.  PURCHASER FURTHER  ACKNOWLEDGES
AND AGREES THAT  PURCHASER  IS A  SOPHISTICATED  AND  EXPERIENCED  PURCHASER  OF
PROPERTIES  SUCH AS THE  PROPERTY  AND HAS BEEN DULY  REPRESENTED  BY COUNSEL IN
CONNECTION WITH THE  NEGOTIATION OF THIS  AGREEMENT.  EXCEPT AS MAY OTHERWISE BE
PROVIDED HEREIN, SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF
THE PROPERTY.

8.  Purchaser's  Representations,  Warranties  and Covenants.  Purchaser  hereby
represents, warrants and covenants as follows:

      8.1 Power.  Purchaser  has the legal power,  right and  authority to enter
into this Agreement and the instruments  referenced herein and to consummate the
transactions contemplated hereby.

      8.2  Requisite  Action.  Except as provided  in Section  3.5  hereof,  all
requisite action (corporate,  trust, partnership or otherwise) has been taken by
Purchaser in connection  with entering into this  Agreement and the  instruments
referenced herein and the consummation of the transactions  contemplated hereby.
Except  as  provided  in  Section  3.5  hereof,   no  consent  of  any  partner,
shareholder,  member,  creditor,  investor,  judicial  or  administrative  body,
authority  or other  party is  required  which has not been  obtained  to permit
Purchaser  to  enter  into  this  Agreement  and   consummate  the   transaction
contemplated hereby.

      8.3  Authority.   The   individuals   executing  this  Agreement  and  the
instruments referenced herein on behalf of Purchaser have the legal power, right
and actual  authority to bind Purchaser to the terms and  conditions  hereof and
thereof.

      8.4  Validity.  This  Agreement and all  documents  required  hereby to be
executed by Purchaser are and shall be valid, legally binding obligations of and
enforceable against Purchaser in accordance with their terms.

      8.5  Conflicts.  Neither the execution and delivery of this  Agreement and
documents  referenced  herein,  nor the incurrence of the  obligations set forth
herein,  nor the  consummation  of the  transactions  herein  contemplated,  nor
referenced  herein  conflict with or result in the material breach of any terms,
conditions or provisions of or constitute a default  under,  any bond,  note, or
other evidence of  indebtedness  or any contract,  lease or other  agreements or
instruments to which Purchaser is a party.


                                      -22-

<PAGE>



      8.6 Litigation.  No litigation has been served upon Purchaser,  nor to the
best of Purchaser's knowledge has been filed, or threatened in writing,  against
Purchaser  in any  court  or by or  before  any  other  governmental  agency  or
instrumentality  which  would  materially  and  adversely  affect the ability of
Purchaser to carry out the transactions contemplated by this Agreement.

      8.7 Indemnity. Purchaser shall indemnify and hold Seller harmless from and
against any and all claims,  actions,  judgments,  liabilities,  liens, damages,
penalties,  fines, costs and reasonable attorneys' fees, foreseen or unforeseen,
asserted  against,  imposed on or suffered  or  incurred  by Seller  directly or
indirectly  arising out of or in connection  with any breach of the  warranties,
representations  and  covenants  set forth in this  Section  8. The  warranties,
representations  and  indemnities  set  forth in this  Section 8 shall be deemed
remade  as of  Closing  and  shall  survive  Closing,  and said  warranties  and
representations as so remade,  and the indemnity  obligation set forth in herein
shall be deemed waived unless Seller has given  Purchaser  written notice of any
such claim prior to the date which is one (1) year from the Closing Date.

9. Closing  Costs.  Seller shall pay the  following  expenses:  (i) the costs to
obtain a standard owner's title policy and the cost of a survey  endorsement and
contiguity,  fairway  and PUD  endorsements,  if, and to the  extent  available,
thereto,  if  available;  (ii) all of the total amount of all  conveyance  fees,
documentary,  stamp and  transfer  taxes and  surtaxes;  (iii)  one-half  of all
recording  fees (iv) one half of all closing  escrow fees,  including  "New York
Style" closing fees; (v) one-half of the costs for the Updated Survey;  and (vi)
Seller's legal fees and expenses.  Purchaser  shall pay the following  expenses:
(a) reimbursement to Seller for a portion of the costs of the Existing Survey in
an amount  equal to Eleven  Thousand  and  no/100's  Dollars  ($11,000.00);  (b)
one-half of all closing  escrow fees,  including  "New York Style" closing fees;
(c) one half of all recording  fees; (d) all costs and expenses  associated with
Purchaser's financing, if any; (e) one-half of the costs for the Updated Survey;
and (f) Purchaser's legal fees and expenses. Seller shall not be responsible for
any  costs  and  expenses  incurred  in  connection  with  the  transfer  of any
transferable permits, warranties or licenses in connection with the ownership or
operation  of the  Property.  The  provisions  of this  Section 9 shall  survive
Closing, but not any termination of this Agreement.

10.  Commissions.  Seller  shall be solely  responsible  for the  payment of the
commission to Eastdil Realty Company,  L.L.C.  ("Eastdil).  Seller and Purchaser
each warrant and  represent to the other that (other than  Eastdil)  neither has
had any dealings with any broker,  agent,  or finder relating to the sale of the
Property or the transactions  contemplated  hereby, and each agrees to indemnify
and hold the other and  their  respective  advisors  (including  HCMC)  harmless
against any claim for


                                      -23-

<PAGE>



brokerage  commissions,  compensation or fees by any broker, agent, or finder in
connection  the sale of the  Property or the  transactions  contemplated  hereby
resulting  from the  acts of the  indemnifying  party.  The  provisions  of this
Section 10 shall survive Closing.

11. New York Style Closing.  It is contemplated  that the  transaction  shall be
closed by means of a  so-called  New York  Style  Closing,  with the  concurrent
delivery of the documents of title, transfer of interest,  delivery of the title
policy or marked-up title commitment described in Section 4.3(d) and the payment
of the Purchase  Price.  Seller and Purchaser  shall each provide any reasonable
undertaking  to the Title Company  necessary to  accommodate  the New York Style
Closing.

12.  Attorneys'  Fees and Costs.  In the event suit or action is  instituted  to
interpret  or enforce the terms of this  Agreement,  or in  connection  with any
arbitration or mediation of any dispute,  the prevailing party shall be entitled
to recover  from the other party such sum as the court,  arbitrator  or mediator
may adjudge reasonable as such party's costs and attorney's fees, including such
costs and fees as are incurred in any trial,  on any appeal,  in any  bankruptcy
proceeding (including the adjudication of issues peculiar to bankruptcy law) and
in any petition for review.  Each party shall also have the right to recover its
reasonable costs and attorney's fees incurred in collecting any sum or debt owed
to it by the other  party.  The  provisions  of this  Section  12 shall  survive
Closing or any termination of this Agreement.

13. Notice.  All notices,  demands,  deliveries and  communications (a "Notice")
under this Agreement shall be delivered or sent by: (i) first class,  registered
or certified mail, postage prepaid,  return receipt  requested,  (ii) nationally
recognized  overnight carrier,  or (iii) facsimile with original Notice sent via
overnight  delivery  addressed to the address of the party in question set forth
in the first  paragraph of this  Agreement and copies to the parties  designated
below or to such other address as either party may designate by Notice  pursuant
to this Section 13.  Notices shall be deemed given (x) three business days after
being  mailed as  provided  in clause  (i)  above,  (y) one  business  day after
delivery to the  overnight  carrier as provided in clause (ii) above,  or (z) on
the day of the  transmission  of the  facsimile so long as it is received in its
entirety by 5:00 pm (New York City,  New York Time) on such day and the original
of such Notice is received the next business day via overnight  mail as provided
in clause (iii) above.

      Notices to Seller copy to:  Altheimer & Gray
                                  10 South Wacker Drive, Suite 4000
                                  Chicago, Illinois 60606-7482
                                  Attention:  Barry Nekritz, Esq.
                                  facsimile no. 312/715-4800


                                      -24-

<PAGE>





      Notices to Purchaser copy  to:  Miro, Weiner & Kramer
                                      500 No. Woodward Avenue, Suite 100
                                      Bloomfield Hills, Michigan 48303
                                      Attention: Chris Heaphy, Esq.
                                      facsimile no. 248/646-7887

      The provisions of this Section 13 shall survive Closing or any termination
of this Agreement.

14.   Fire or Other Casualty; Condemnation.

      14.1 If the  Property  or any part  thereof  is  damaged  by fire or other
casualty  prior to the  Closing  Date which  would cost in excess of One Hundred
Thousand and  no/100's  Dollars  ($100,000.00)  to repair (as  determined  by an
insurance  adjuster  selected by the  insurance  carriers),  or which may have a
material affect on the income generated by the Property and which is not covered
by rental loss  insurance.  Purchaser  may terminate  this  Agreement by written
notice  to  Seller  given on or  before  the  earlier  of (i)  twenty  (20) days
following  such  casualty  or  (ii)  the  Closing  Date.  In the  event  of such
termination,  this Agreement shall be of no further force and effect and, except
for the Surviving  Obligations,  neither party shall thereafter have any further
obligation  under this  Agreement,  and Seller shall direct the Title Company to
promptly  return all Earnest Money to Purchaser.  If Purchaser does not elect to
terminate this Agreement or the cost of repair is determined by said adjuster to
be less than One  Hundred  Thousand  and  no/100's  Dollars  ($100,000.00),  the
Closing shall take place as herein  provided  without  abatement of the Purchase
Price,  and Seller shall  assign and transfer to Purchaser on the Closing  Date,
without warranty or recourse,  all of Seller's right,  title and interest to the
balance of insurance  proceeds paid or payable to Seller on account of such fire
or casualty remaining after  reimbursement to Seller for the total amount of all
costs and expenses incurred by Seller in connection  therewith including but not
limited to making  emergency  repairs,  securing the Property and complying with
applicable governmental  requirements.  Seller shall pay to Purchaser the amount
of the deductible of any of Seller's applicable insurance policies.

      14.2 If any material  portion of the  Property is taken in eminent  domain
proceedings  (or is the  subject  of a pending or  threatened  taking or eminent
domain  proceeding) prior to Closing,  Purchaser may terminate this Agreement by
notice to Seller  given on or before the  earlier of (i) twenty  (20) days after
such taking or pending or threatened  taking or (ii) the Closing  Date,  and, in
the event of such


                                      -25-

<PAGE>



termination,  this Agreement shall be of no further force and effect and, except
for the Surviving  Obligations,  neither party shall thereafter have any further
obligation  under this  Agreement,  and Seller shall direct the Title Company to
promptly  return all Earnest Money to Purchaser.  If Purchaser does not so elect
to terminate or if the taking is not material, then the Closing shall take place
as herein provided  without  abatement of the Purchase  Price,  and Seller shall
deliver  or assign  to  Purchaser  on the  Closing  Date,  without  warranty  or
recourse,  all of Seller's right,  title and interest in and to all condemnation
awards paid or payable to Seller.  For purposes hereof, a "material  portion" of
the Property shall mean (i) any access to the Property,  (ii) any parking spaces
at the Property such that the Property would be rendered in  noncompliance  with
law or the provisions of any of the Leases  covering  required number of parking
spaces,  (iii) any gross  leasable area of the Property,  (iv) if any tenant has
the right to terminate its Lease as a result of such action,  or (v) any portion
of the common area or the portion of the Property which may adversely affect the
operations of the Property or the expansion or development thereof.

15.  Operations  After Date of This Agreement.  Seller covenants and agrees with
Purchaser that:

      (a) after the date hereof  through  the  Closing,  Seller will  (except as
specifically provided to the contrary herein):

            (i) Refrain from transferring any of the Property or creating on the
      Property any easements, liens, mortgages, encumbrances, or other interests
      which  will  survive  Closing  or  permitting  any  changes  to the zoning
      classification of the Land;

            (ii) Refrain from entering into or amending any contracts,  or other
      agreements  (including leases,  except as provided in Section 15(b) below)
      regarding the Property  (other than service  contracts in the ordinary and
      usual  course of  business  and which are  cancelable  by the owner of the
      Property  without  penalty  within  thirty (30) days after  giving  notice
      thereof);

            (iii)  Continue to operate,  maintain,  and repair the Property in a
      manner  consistent with Seller's current  practices and not enter into any
      new  commitments  with respect to any capital  expenditure or construction
      without  Purchaser's  prior  written  consent,  which consent shall not be
      unreasonably delayed, withheld or denied;

            (iv)  Fully  comply  with the  terms  of the  Leases  and  Permitted
      Exceptions;


                                      -26-

<PAGE>



            (v) Refrain from  offering  the  Property for sale or marketing  the
            same; and

            (vi) Deliver to  Purchaser  not less than five (5) days prior to the
      expiration of the Due Diligence  Period copies of all leases  entered into
      after the date hereof and copies of all  Proposals  (as defined in Section
      15(b)  below) with  respect to which no lease has been  executed and which
      has not expired or been withdrawn, except as provided otherwise in Section
      15(b) below.

            (vii)  Not  remove  any of  the  Personal  Property  from  the  Real
      Property,  except  for items  that are  replaced  with an item of  equally
      suitable value, free and clear of any lien or claim;

            (viii) Seller shall immediately notify Purchaser of any pending,  or
      any written threat of, litigation,  arbitration or administrative  hearing
      affecting  the Property and not covered by  insurance  promptly  following
      receipt of notice thereof by Seller; and

            (ix) Seller shall continue to maintain or cause to be maintained its
      books and records in accordance with its past practices.

      (b) after the date  hereof,  Seller will  refrain  from (i)  amending  any
Leases of any portion of the Property,  (ii)  canceling  any of such Leases,  or
(iii)  executing any new leases  without the prior written  consent of Purchaser
(which consent prior to the expiration of the Due Diligence  Period shall not be
unreasonably  withheld and thereafter  may be withheld in  Purchaser's  sole and
absolute discretion). As used herein, "Proposal" shall mean a description of the
economic and business  terms of any proposed  lease or amendment  along with any
financial  information on the tenant in Seller's  possession  (the  "Proposal").
Purchaser shall be deemed to have approved: (x) all Proposals listed on Schedule
4 attached hereto;  and (y) any Proposals  delivered to Purchaser after the date
hereof  through the date which is five (5) days prior to the  expiration  of the
Due  Diligence  Period if  Purchaser  does not object  thereto  within  five (5)
business  days of  receipt.  Seller  shall have the right to  execute  the lease
documents constituting a Proposal approved or deemed approved by Purchaser.

      The provisions of this Section 15 shall survive Closing or any termination
of this Agreement.

16. Assignment. Purchaser shall not assign this Agreement without Seller's prior
written consent. Such consent may be withheld for any reason or no reason


                                      -27-

<PAGE>



except in the case of an assignment to an affiliate of Purchaser. Subject to the
previous sentence, this Agreement shall apply to, inure to the benefit of and be
binding upon and  enforceable  against the parties  hereto and their  respective
successors  and assigns.  Purchaser  shall have the right to assign and transfer
its rights under this Agreement to any entity in which Purchaser owns at least a
50% equity or ownership interest provided that Purchaser delivers to Seller: (i)
a duly  executed  express  assumption  of all of the duties and  obligations  of
Purchaser by the proposed assignee,  and (ii) an ERISA certificate,  in the form
attached hereto as Exhibit D.

17.   Remedies.

      (a) IN THE EVENT THAT SELLER SHALL FAIL TO CONSUMMATE  THIS  AGREEMENT AND
SUCH FAILURE IS NOT A RESULT OF  PURCHASER'S  DEFAULT OR A  TERMINATION  OF THIS
AGREEMENT  BY  PURCHASER  OR  SELLER  PURSUANT  TO A RIGHT  TO DO SO  UNDER  THE
PROVISIONS  HEREOF,  PURCHASER,  IN THE CASE WHERE SUCH  FAILURE IS BASED UPON A
VOLUNTARY  ACTION BY SELLER,  SHALL ONLY BE  ENTITLED  TO SEEK AT ITS  ELECTION,
EITHER: (i) THE REMEDY OF SPECIFIC PERFORMANCE, OR (ii) DAMAGES IN AN AMOUNT NOT
TO EXCEED THE AMOUNT OF THE EARNEST MONEY FOR ANY AND ALL OF  PURCHASER'S  CLAIM
FOR DAMAGES UNDER THIS AGREEMENT (IN ADDITION TO A REFUND OF THE EARNEST MONEY).
IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR ANY PUNITIVE, SPECULATIVE OR
CONSEQUENTIAL  DAMAGES.  IN THE CASE WHERE SUCH  FAILURE IS BASED UPON AN ACTION
OTHER THAN A VOLUNTARY  ACTION BY SELLER,  PURCHASER,  AS ITS SOLE AND EXCLUSIVE
REMEDY,  MAY TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE EARNEST MONEY.
IN NO EVENT  SHALL  PURCHASER  BE  ENTITLED TO RECORD A LIS PENDENS OR NOTICE OF
PENDENCY  OF ACTION  AGAINST  THE  PROPERTY  FOR ANY REASON  WHATSOEVER,  UNLESS
PURCHASER IS SEEKING SPECIFIC PERFORMANCE. A VOLUNTARY ACTION HEREUNDER SHALL BE
DEEMED TO BE (i) AN AFFIRMATIVE  ACTION OF SELLER, OR (ii) AN OMISSION BY SELLER
WHERE SELLER HAD A DUTY TO TAKE SUCH ACTION.

      (b) IN THE EVENT THAT PURCHASER  SHOULD FAIL TO CONSUMMATE  THIS AGREEMENT
FOR ANY REASON,  EXCEPT SELLER'S DEFAULT OR THE TERMINATION OF THIS AGREEMENT BY
PURCHASER  PURSUANT TO A RIGHT TO DO SO UNDER THE TERMS AND  PROVISIONS  HEREOF,
THEN SELLER,  AS ITS SOLE AND EXCLUSIVE  REMEDY MAY TERMINATE  THIS AGREEMENT BY
NOTIFYING  PURCHASER  THEREOF  AND  RECEIVE  OR  RETAIN  THE  EARNEST  MONEY  AS
LIQUIDATED DAMAGES, PROVIDED THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHTS
TO


                                      -28-

<PAGE>



RECEIVE  REIMBURSEMENT  FOR  ATTORNEYS  FEES  RESULTING  FROM SUCH BREACH AND TO
PURSUE AND RECOVER ON A CLAIM WITH  RESPECT TO ANY  SURVIVING  OBLIGATIONS.  THE
PARTIES  AGREE THAT  SELLER  WILL  SUFFER  DAMAGES  IN THE EVENT OF  PURCHASER'S
DEFAULT ON ITS OBLIGATIONS.  ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR
IMPOSSIBLE TO DETERMINE,  THE PARTIES AGREE THAT THE AMOUNT OF THE EARNEST MONEY
IS A REASONABLE  ESTIMATE OF SELLER'S LOSS IN THE EVENT OF PURCHASER'S  DEFAULT.
THUS, SELLER SHALL ACCEPT AND RETAIN THE EARNEST MONEY AS LIQUIDATED DAMAGES BUT
NOT AS A PENALTY.  EXCEPT AS  OTHERWISE  SET FORTH IN THIS SECTION  17(b),  SUCH
LIQUIDATED  DAMAGES SHALL CONSTITUTE  SELLER'S SOLE AND EXCLUSIVE REMEDY. IN THE
EVENT SELLER IS ENTITLED TO THE EARNEST MONEY AS  LIQUIDATED  DAMAGES AND TO THE
EXTENT  SELLER HAS NOT ALREADY  RECEIVED THE EARNEST  MONEY,  THE EARNEST  MONEY
SHALL BE IMMEDIATELY  PAID TO SELLER BY THE TITLE COMPANY,  AND PURCHASER AGREES
TO TAKE ALL SUCH ACTIONS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS NECESSARY OR
APPROPRIATE TO EFFECT SUCH PAYMENT.

      SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ
AND UNDERSTAND THE PROVISIONS OF THE FOREGOING LIQUIDATED
DAMAGES PROVISION AND BY THEIR SIGNATURES IMMEDIATELY BELOW
AGREE TO BE BOUND BY ITS TERMS.


SELLER:                                   PURCHASER:

THE FALLS PARTNERS LIMITED                THE TAUBMAN REALTY GROUP
L.P., a Delaware limited partnership      LIMITED PARTNERSHIP
                                          a Delaware limited partnership

By:   Heitman Capital Management          By:   /s/ Cordell A. Lietz
          Corporation, an Illinois              -------------------------
corporation                               Name: Cordell A. Lietz
     its agent and attorney-in-fact       Its:  Authorized Signatory

         By:   /s/ Howard J. Edelman
               ------------------------
         Name: Howard J. Edelman
         Its:  Executive Vice President




                                      -29-

<PAGE>



18.   Indemnification.

      18.1  Seller's  Indemnification  of  Purchaser.  Seller  hereby  agrees to
indemnify,  defend,  and hold  Purchaser  harmless  from and  against all costs,
expenses,  liabilities,  demands, claims, and damages (and any loss of expenses,
including,  without limitation,  interest,  penalties and reasonable  attorneys'
fees and  disbursements,  asserted  against,  resulting  to,  imposed  upon,  or
incurred by  Purchaser as a result  thereof) by reason of or resulting  from (a)
all third-party claims relating to the Property that arise, take place, occur or
accrue  prior to the Closing  Date,  including,  without  limitation,  under the
Leases;  and (b) any of the  lawsuits,  claims  or other  matters  set  forth on
Schedule 5 hereto.  The  indemnification  set forth in Section  6.15 and in this
Section 18.1 shall be limited (except as specifically set forth in Section 6.15)
to an  aggregate  amount not to exceed Two Million  Five  Hundred  Thousand  and
no/100's  Dollars  ($2,500,000.00)  with  respect  to  Purchaser's  right  to or
collection  of any  funds  from  Seller  under  this  Agreement  or in any other
documents  made in  connection  with the  transfer of the  Property and shall be
deemed waived unless  Purchaser  has given Seller  written  notice of such claim
prior to the date which is one (1) year after the Closing  Date.  For the period
of this indemnity  Seller agrees to place in escrow the Two Million Five Hundred
Thousand Dollars and no/100s ($2,500,000.00). The agreement governing the rights
of the parties  under such escrow shall be in a form  reasonably  acceptable  to
Purchaser and Seller.  The provisions of this Section 18.1 shall survive Closing
or any termination of this Agreement.

      18.2  Purchaser's  Indemnification  of Seller.  Purchaser hereby agrees to
indemnify,  defend,  and hold  Seller  harmless  from  and  against  all  costs,
expenses,  liabilities,  demands, claims, and damages (and any loss of expenses,
including,  without limitation,  interest,  penalties and reasonable  attorneys'
fees and  disbursements,  asserted  against,  resulting  to,  imposed  upon,  or
incurred  by Seller as a result  thereof)  by  reason of or  resulting  from all
third-party  claims  relating to the Property that arise,  take place,  occur or
accrue after the Closing Date, including,  without limitation, under the Leases.
The  indemnity  set forth in this  Section 18.2 shall be limited to an aggregate
amount not to exceed Two Million  Five Hundred  Thousand  and  no/100's  Dollars
($2,500,000.00)  and shall be deemed waived  unless  Seller has given  Purchaser
written  notice of such claim  prior to the date which is one (1) year after the
Closing Date. The  provisions of this Section 18.2 shall survive  Closing or any
termination of this Agreement.

19.  Miscellaneous.  The provisions of this Section 19 shall survive  Closing or
any termination of this Agreement.

      19.1 Entire Agreement. This Agreement, together with the exhibits attached
hereto,  constitute  the entire  agreement of the parties  hereto  regarding the
purchase and sale of the  Property,  and all prior  agreements,  understandings,
representations  and statements,  oral or written,  are hereby merged herein. In
the event of a conflict

                                      -30-

<PAGE>



between the terms of this Agreement and any prior written agreements,  the terms
of this Agreement shall prevail.  This Agreement may only be amended or modified
by an instrument in writing, signed by the party intended to be bound thereby.

      19.2 Time.  All parties  hereto  agree that time is of the essence in this
transaction.  If the time for performance of any obligation hereunder shall fall
on a  Saturday,  Sunday or holiday  (national,  in the State of  Illinois or the
state in which the Property is located) such that the  transaction  contemplated
hereby can not be performed,  the time for performance  shall be extended to the
next such succeeding day where performance is possible.

      19.3 Counterpart Execution.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original.

      19.4 Governing  Law. THIS AGREEMENT  SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF FLORIDA AND FOR ALL PURPOSES SHALL BE GOVERNED BY
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

      19.5  Publicity.  Seller and Purchaser  hereby covenant and agree that, at
all times after the date of execution  hereof and continuing  until the Closing,
unless  consented  to in writing by the other party,  no press  release or other
public  disclosure  concerning  this  transaction  shall be made, and each party
agrees to use  reasonable  efforts to prevent  disclosure  of this  transaction.
Seller shall have the right to approve of Purchaser's  first press release after
Closing  describing this  transaction,  which approval shall not be unreasonably
withheld or delayed except with respect to information regarding the identity of
the constituent  partners of Seller which Seller may deny release of in its sole
and absolute discretion.  Notwithstanding any of the foregoing,  Purchaser shall
have the right to issue a press  release  with  respect to this  transaction  if
required  by (i) rules and  regulations  of the New York  Stock  Exchange,  (ii)
applicable  law  (including,  without  limitation,  the  Securities and Exchange
Commission),  and (iii) if Purchaser  believes  such release is  reasonable  and
necessary based upon shareholder relations,  analyst requests or other bona fide
business reasons except for purposes of clause (iii) with respect to information
regarding  the identity of the  constituent  partners of Seller which  Purchaser
agrees not to disclose.

      19.6 Recordation.  Except as is permitted by Section 17 hereof,  Purchaser
shall not record this  Agreement or a memorandum or other notice  thereof in any
public  office  without  the  express  written  consent of  Seller.  A breach by
Purchaser of this  covenant  shall  constitute  a material  default by Purchaser
under this Agreement.


                                      -31-

<PAGE>



      19.7 Benefit.  This  Agreement is for the benefit of Purchaser and Seller,
and except as provided in the indemnity granted by Purchaser under Paragraph 3.2
with  respect to the  Indemnified  Parties  listed  therein,  no other person or
entity will be entitled to rely on this  Agreement,  receive any benefit from it
or enforce any provisions of it against Purchaser or Seller.

      19.8 Section  Headings.  The Section headings  contained in this Agreement
are for  convenience  only and  shall in no way  enlarge  or limit  the scope or
meaning of the various and several Sections hereof.

      19.9  Further  Assurances.  Purchaser  and  Seller  agree to  execute  all
documents  and  instruments  reasonably  required  in  order to  consummate  the
purchase and sale herein contemplated.

      19.10  Severability.  If any  portion  of  this  Agreement  is  held to be
unenforceable  by a court  of  competent  jurisdiction,  the  remainder  of this
Agreement shall remain in full force and effect.

      19.11 Waiver of Trial by Jury.  Seller and  Purchaser,  to the extent they
may  legally  do so,  hereby  expressly  waive any right to trial by jury of any
claim,  demand,  action,  cause of action,  or proceeding  arising under or with
respect to this  Agreement,  or in any way  connected  with,  or related  to, or
incidental to, the dealings of the parties hereto with respect to this Agreement
or the transactions related hereto or thereto, in each case whether now existing
or hereafter arising, and irrespective of whether sounding in contract, tort, or
otherwise.  To the extent they may legally do so,  Seller and  Purchaser  hereby
agree that any such claim, demand,  action, cause of action, or proceeding shall
be decided by a court trial without a jury and that any party hereto may file an
original  counterpart  or a copy of this  Section  with  any  court  as  written
evidence of the consent of the other party or parties hereto to waiver of its or
their right to trial by jury.

      19.12 Independent Counsel. Purchaser and Seller each acknowledge that: (a)
they have been  represented  by  independent  counsel  in  connection  with this
Agreement;  (b) they  have  executed  this  Agreement  with the  advice  of such
counsel;  and (c) this  Agreement  is the  result of  negotiations  between  the
parties hereto and the advice and assistance of their  respective  counsel.  The
fact that  this  Agreement  was  prepared  by  Seller's  counsel  as a matter of
convenience  shall have no import or significance.  Any uncertainty or ambiguity
in this Agreement shall not be construed against Seller because Seller's counsel
prepared this Agreement in its final form.

      19.13 Governmental Approvals.  Nothing contained  in this Agreement  shall
be construed as authorizing Purchaser to apply for a zoning change, variance,


                                      -32-

<PAGE>



subdivision maps, lot line adjustment, or other discretionary  governmental act,
approval  or permit  with  respect to the  Property  prior to the  Closing,  and
Purchaser  agrees not to do so.  Purchaser  agrees  not to submit  any  reports,
studies  or  other  documents,   including,   without   limitation,   plans  and
specifications,  impact  statements  for water,  sewage,  drainage  or  traffic,
environmental   review  forms,   or  energy   conservation   checklists  to  any
governmental agency, or any amendment or modification to any such instruments or
documents  prior to the Closing,  except as may be required by law.  Purchaser's
obligation to purchase the Property shall not be subject to or conditioned  upon
Purchaser's  obtaining any variances,  zoning amendments,  subdivision maps, lot
line adjustment or other discretionary governmental act, approval or permit.

      19.14 No Waiver.  No covenant,  term or condition of this Agreement  other
than as expressly set forth herein shall be deemed to have been waived by Seller
or  Purchaser  unless  such  waiver  is in  writing  and  executed  by Seller or
Purchaser, as the case may be.

      19.15 Discharge and Survival.  The delivery of the Deed by Seller, and the
acceptance  thereof by Purchaser shall be deemed to be the full  performance and
discharge of every covenant and obligation on the part of Seller to be performed
hereunder except the Surviving  Obligations.  No action shall be commenced after
the Closing on any covenant or obligation except the Surviving Obligations.

20. Exculpation of Seller and Related Parties.  Notwithstanding  anything to the
contrary  contained in this Agreement or in any exhibits  attached  hereto or in
any documents  executed in connection  herewith  (collectively,  including  this
Agreement, said exhibits and any such document, the "Purchase Documents"), it is
expressly  understood and agreed by and between the parties hereto that: (i) the
recourse of Purchaser or its  successors or assigns  against Seller with respect
to the  alleged  breach  by or on the  part  of  Seller  of any  representation,
warranty, covenant, undertaking,  indemnity or agreement contained in any of the
Purchase Documents  (collectively,  "Seller's Undertakings") shall be limited to
an amount not to exceed Two Million Five Hundred  Thousand and no/100's  Dollars
($2,500,000.00) in the aggregate of all recourse of Purchaser under the Purchase
Documents except as specifically  provided in Section 6.15; and (ii) no personal
liability or personal responsibility of any sort with respect to any of Seller's
Undertakings  or any alleged  breach thereof is assumed by, or shall at any time
be asserted or enforceable against, Seller (except as set forth in Section 6.15)
or HCMC, or against any of their respective shareholders,  directors,  officers,
employees,  agents,  constituent  partners  (except as may be  provided by law),
members,  beneficiaries,  trustees or representatives  except as provided in (i)
above with respect to Seller.  The  provisions  of this Section 20 shall survive
Closing or any termination of this Agreement.


                                      -33-

<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused these presents to be
made as of the day and year first above stated.


SELLER:                                      PURCHASER:

THE FALLS PARTNERS LIMITED L.P., a           THE TAUBMAN REALTY GROUP
Delaware limited partnership                 LIMITED PARTNERSHIP
                                             a Delaware limited partnership

By:   Heitman Capital                        By:   /s/ Cordell A. Lietz
      Management Corporation, an Illinois          ------------------------
      corporation                            Name: Cordell A. Lietz
      its agent and attorney-in-fact         Its:  Authorized Signatory

      By:   /s/ Howard J. Edelman
            -----------------------------
      Name: Howard J. Edelman
      Its:  Executive Vice President



                             EXHIBITS AND SCHEDULES
                             ----------------------

Exhibit A    -   Legal Description
Exhibit B    -   Form of Earnest Money Escrow Agreement
Exhibit C    -   Form of Tenant Estoppel Certificate
Exhibit D    -   Form of ERISA Certificate
Exhibit E    -   Form of Special Warranty Deed
Exhibit F    -   Form of Bill of Sale
Exhibit G    -   Form of Assignment and Assumption of Leases
Exhibit H    -   Form of Assignment and Assumption of Contracts
Exhibit I    -   Form of General Assignment
Exhibit J    -   Form of Non-Foreign Affidavit
Exhibit K    -   Form of Tenant Notification Letter
Exhibit L    -   Form of Vendor Notification Letter
Schedule 1   -   List of Personal Property
Schedule 2   -   List of Leases
Schedule 3   -   List of Service Contracts
Schedule 4   -   List of Proposals
Schedule 5   -   List of Litigation
Schedule 6   -   List of Leases Out for Signature, Leases Under Negotiation and
                 Agreed Credits to Tenants



<PAGE>

                FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


      THIS FIRST  AMENDMENT TO AGREEMENT OF PURCHASE AND SALE  ("Amendment")  is
entered  into on November 6, 1997,  by and  between THE FALLS  PARTNERS  LIMITED
L.P.,  a  Delaware  limited  partnership  ("Seller"),  having an  address of c/o
Heitman Capital Management  Corporation,  180 North LaSalle Street,  Suite 3600,
Chicago, Illinois 60601- 6789, and THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP,
a  Delaware  limited  partnership  ("Purchaser"),  having an  address of c/o The
Taubman Company, 200 East Long Lake Road,  Bloomfield Hills,  Michigan 48304, is
based upon the following:
      A. Seller and Purchaser  entered into a certain  Agreement of Purchase and
Sale (the "Purchase  Agreement"),  dated  November 5, 1997,  with respect to The
Falls Shopping Center in Miami, Florida (the "Property").
      B. Seller and  Purchaser  desire to amend the  Purchase  Agreement  in the
manner set forth herein.
      NOW,  THEREFORE,  in consideration of the mutual  covenants,  promises and
agreements and subject to the terms and conditions contained herein, the parties
hereto hereby agree as follows:
      1.  The Due  Diligence  Period  described  in  Section  1 of the  Purchase
Agreement is hereby changed to November 11, 1997.  Purchaser  hereby agrees that
it has  completed  its Due  Diligence and accepts the condition of the Property,
and hereby waives any right to terminate  the Purchase  Agreement as a result of
the Due Diligence or the  condition of the Property,  except for (i) the matters
described in that  certain  letter from  Purchaser  to Seller dated  November 6,
1997, and (ii) Purchaser's  investigation of the Development  Rights (including,
without limitation, stormwater drainage). If any of the matters described in the
foregoing   clauses  (i)  and  (ii)  are  not  resolved  to   Purchaser's   sole
satisfaction,   Purchaser  shall  have  the  right  to  terminate  the  Purchase
Agreement.


                                      - 1 -

<PAGE>



      2.  Purchaser  acknowledges  that it has received the  Committee  Approval
described  in  Section  3.5 of the  Purchase  Agreement  and waives any right to
terminate  the  Purchase  Agreement  as a result of the  condition  set forth in
Section 3.5 of the Purchase Agreement.
      3. Seller  hereby  acknowledges  receipt of  Purchaser's  title  objection
letter,  dated November 4, 1997.  Nothing  contained  herein,  or any subsequent
waiver of the Due Diligence Period by Purchaser, shall affect such letter or the
rights and  obligations  of the parties  relative  thereto  unless and until the
matters set forth in such letter are resolved in accordance  with Section 3.3 of
the Purchase Agreement.
      4.  Capitalized  terms used herein shall have the meaning ascribed to them
in the Purchase Agreement.
      5. Except as modified by this Amendment, the Purchase Agreement remains in
full force and effect and is hereby ratified and confirmed.
      6. This  Amendment  may be executed in  counterparts,  each of which shall
constitute an original, although not fully executed, but all of which when taken
together shall constitute but one Amendment.  Delivery of a executed counterpart
of this Amendment by telecopy or facsimile  shall be effective as delivery of an
original executed counterpart hereof.


                                      - 2 -

<PAGE>


      IN WITNESS  WHEREOF,  Seller and Purchaser have executed this Amendment as
of the date first above written.
                                    THE FALLS PARTNERS LIMITED L.P., a
                                    Delaware limited partnership

                                    By:  Heitman Capital Management Corporation,
                                         an Illinois corporation its agent and
                                         attorney-in-fact

                                         By: /s/ Howard J. Edelman
                                             -----------------------------------
                                             Howard J. Edelman
                                         Its:  Executive Vice President

                                                                      "Seller"


                                          THE TAUBMAN REALTY GROUP LIMITED
                                          PARTNERSHIP, a Delaware limited
                                          partnership

                                          By: /s/ Cordell A. Lietz
                                              ----------------------------------
                                              Cordell A. Lietz
                                              Its: Authorized Signatory

                                                                   "Purchaser"


                                      - 3 -

<PAGE>


               SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


      THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
("Amendment") is entered into on November 13, 1997, but effective as of November
11, 1997, by and between THE FALLS  PARTNERS  LIMITED  L.P., a Delaware  limited
partnership  ("Seller"),  having an address of c/o  Heitman  Capital  Management
Corporation, 180 North LaSalle Street, Suite 3600, Chicago, Illinois 60601-6789,
and THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership
("Purchaser"),  having an address of c/o The Taubman Company, 200 East Long Lake
Road, Bloomfield Hills, Michigan 48304, is based upon the following:
      A. Seller and Purchaser  entered into a certain  Agreement of Purchase and
Sale,  dated  November  5,  1997,  as amended by a certain  First  Amendment  to
Agreement  of  Purchase  and Sale,  dated  November 6, 1997  (collectively,  the
"Purchase  Agreement"),  with  respect  to The Falls  Shopping  Center in Miami,
Florida (the "Property").
      B. Seller and Purchaser desire to further amend the Purchase  Agreement in
the manner set forth herein.
      NOW,  THEREFORE,  in consideration of the mutual  covenants,  promises and
agreements and subject to the terms and conditions contained herein, the parties
hereto hereby agree as follows:
      1.  Purchaser  hereby  agrees that it has  completed its Due Diligence and
accepts the condition of the Property,  and hereby waives any right to terminate
the Purchase  Agreement as a result of the Due Diligence or the condition of the
Property.  Nothing  contained  herein shall affect  Purchaser's  title objection
letter,  dated  November 4, 1997, or the rights and  obligations  of the parties
relative  thereto  unless  and until the  matters  set forth in such  letter are
resolved in accordance with Section 3.3 of the Purchase Agreement.


                                      - 1 -

<PAGE>



      2. The Purchase  Price set forth in Section 2.2 of the Purchase  Agreement
is hereby changed to One Hundred Fifty-Six Million Dollars ($156,000,000).
      3. Section  2.2(a) of the Purchase  Agreement is hereby amended to provide
that the  Earnest  Money will be  deposited  with the Title  Company,  as escrow
agent, within one (1) business day after Purchaser's receipt of a fully-executed
counterpart of this Amendment.
      4. Purchaser and Seller shall  determine on November 14, 1997,  whether it
is likely that the conditions to closing will be satisfied on or before November
18, 1997. If either  Purchaser or Seller  determine in its good faith discretion
that such  conditions  to close  are not  likely  to be  satisfied  on or before
November  18,  1997,  then such party shall have the right to extend the Closing
Date until a date not later than December 4, 1997.
      5.  Seller and  Purchaser  acknowledge  that  certain,  relatively  minor,
changes will be made to the legal  description of the Real Property and that the
proper legal description will be attached to the Special Warranty Deed delivered
by Seller to Purchaser at closing.  The legal description set forth on Exhibit A
to the  Purchase  Agreement  will be deemed  modified  to  conform  to the legal
description attached to such Special Warranty Deed.
      6. Seller  acknowledges  that its  interest in the portion of the Property
located west of the C-100-C Canal is held by City  National Bank of Florida,  as
trustee  for the  benefit of  Seller.  Seller  acknowledges  that it is the sole
beneficiary  of such  trust.  Seller  agrees to cause such trust to convey  such
portion of the Property  directly to Purchaser at closing  pursuant to customary
trustee's deeds.
      7. Seller  hereby  consents to the  assignment  by Purchaser of its rights
under the Purchase Agreement to The Falls Shopping Center Associates,  a Florida
general partnership,  the sole partners of which are Purchaser and The TRG Trust
XIII, provided that such transferee executes the assumption  agreement and ERISA
Certificate described in Section 16 of the Purchase Agreement.


                                      - 2 -

<PAGE>


      8.  Capitalized  terms used herein shall have the meaning ascribed to them
in the Purchase Agreement.
      9. Except as modified by this Amendment, the Purchase Agreement remains in
full force and effect and is hereby ratified and confirmed.
      10. This  Amendment may be executed in  counterparts,  each of which shall
constitute an original, although not fully executed, but all of which when taken
together shall constitute but one Amendment.  Delivery of a executed counterpart
of this Amendment by telecopy or facsimile  shall be effective as delivery of an
original executed counterpart hereof.
      IN WITNESS  WHEREOF,  Seller and Purchaser have executed this Amendment as
of the date first above written.

                                    THE FALLS PARTNERS LIMITED L.P., a
                                    Delaware limited partnership

                                    By:  Heitman Capital Management Corporation,
                                         an Illinois corporation its agent and
                                         attorney-in-fact

                                         By: /s/ Howard J. Edelman
                                             -----------------------------------
                                             Howard J. Edelman
                                         Its:  Executive Vice President

                                                                      "Seller"


                                          THE TAUBMAN REALTY GROUP LIMITED
                                          PARTNERSHIP, a Delaware limited
                                          partnership

                                          By: /s/ Cordell A. Lietz
                                              ----------------------------------
                                              Cordell A. Lietz
                                          Its: Authorized Signatory

                                                                   "Purchaser"


                                      - 3 -