<PAGE>

                                                             Exhibit 10.2

                                                             EXECUTION COPY


                         RIGHT OF FIRST OFFER AGREEMENT

                                 by and between

                            PRIME GROUP REALTY, L.P.
                         a Delaware limited partnership

                                       and

                             THE PRIME GROUP, INC.,
                             an Illinois corporation

                         Dated as of: November 17, 1997


<PAGE>


                         RIGHT OF FIRST OFFER AGREEMENT
                         ------------------------------

         THIS RIGHT OF FIRST OFFER AGREEMENT (the "Agreement") is made as of the
17th day of November, 1997, by and between PRIME GROUP REALTY, L.P., a Delaware
limited partnership ("Purchaser") and THE PRIME GROUP, INC., an Illinois
corporation ("Seller").

                                   WITNESSETH:
                                   -----------

         WHEREAS, Huntley Development Limited Partnership, an Illinois limited
partnership ("HDLP"), an affiliate of Seller, is the fee owner of that certain
parcel of unimproved real estate comprising approximately 360 acres in the
Village of Huntley, County of Kane and State of Illinois, which parcel is
legally described on Exhibit A attached hereto and made a part hereof (the
"Property"); and

         WHEREAS, concurrently with the execution and delivery of this
Agreement, Purchaser is acquiring from Seller and/or certain affiliates of
Seller, interests in certain other buildings, facilities and parcels of land in
which Seller and/or certain of its affiliates have an interest; and

         WHEREAS, Purchaser desires to acquire, a right of first offer to
develop (or develop and acquire an ownership interest in) (to "Develop") the
Property, or a portion thereof, upon and subject to the terms and conditions
hereinafter set forth; and

         NOW, THEREFORE, in consideration of Purchaser's acquisition of
interests in the certain buildings, facilities and parcels of land from Seller
and certain of its affiliates, the mutual covenants and agreements contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:

         1. Grant of Right of First Offer. Seller hereby grants, or agrees to
cause to be granted, to Purchaser the exclusive right of first offer to Develop
the Property (the "Right") upon the following terms and conditions:

         If, at any time prior to the termination of this Agreement, Seller or
HDLP should determine, in its sole discretion, that all or a portion of the
Property shall be utilized for the construction of an office or industrial
facility to be either (a) owned and leased to third parties by Seller, HDLP or
another affiliate of Seller or (b) held by Seller, HDLP or another affiliate of
Seller for sale to a third party after such construction, Seller shall offer, or
shall cause HDLP or such other affiliate of Seller to offer, Purchaser the right
to Develop such office or industrial facility before developing, or allowing the
development of, the Property for such uses. Seller shall notify, or shall cause
HDLP or such other affiliate of Seller to notify (the entity providing such
notice is referred to as the "Offeree"), Purchaser of the offer in the manner
provided herein for the giving of notice of their decision to so Develop the
Property and the general terms and conditions of the proposed development, and
Purchaser shall have the right of first offer to Develop that portion of the
Property to be Developed (which may be all of the Property) (the "Subject
Parcel") by notifying Offeree of the general terms and conditions upon which
Purchaser is willing to Develop the Subject Parcel (the "Offer"), which Offer
may differ from the terms of the notice from the Offeree. Purchaser shall give
the Offer to

<PAGE>

Offeree within thirty (30) days after Purchaser's receipt of the
notice from Offeree. In the event Purchaser fails to notify Offeree of its
election within said thirty (30) day period or elects not to Develop the Subject
Parcel, or Purchaser and Offeree are unable to reach agreement on all the
material terms and conditions of the development of the Subject Parcel, Seller,
HDLP, or such affiliate of Seller shall be entitled to offer to third parties
the opportunity to Develop the Subject Parcel on commercially reasonable terms
in an arms' length transaction or Seller, HDLP or such affiliate of Seller may
develop the Subject Parcel substantially in accordance with the terms described
in the notice from Offeree described above, provided, however, that in the event
either Seller, HDLP, such affiliate of Seller or another party does not commence
to Develop the Subject Parcel, or the sale of the Subject Parcel to a third
party does not close within one hundred fifty (150) days of the date of the
delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel
shall again be subject to all of the terms and provisions of this Agreement.

         Notwithstanding anything to the contrary contained herein, Seller and
HDLP reserve the right, and shall be entitled, at any time, to sell or otherwise
convey, dedicate or grant the Property or any portion thereof or any interest
therein to a third party or parties which intends to use the Property for any
purpose whatsoever (including for use as an office or industrial building or
facility) so long as neither Seller, HDLP nor any affiliate of Seller
participates in the development of such portion of the Property that is
contemplated to be used for office or industrial purposes, and the Right shall
not apply in connection with any such sale, conveyance, dedication or grant. The
construction of public and common infrastructure improvements (including roads,
utility lines, storm and sanitary sewer lines and detention ponds) serving such
portions of the Property shall not be deemed to be participation by Seller, HDLP
or any affiliate of Seller in the development of such Property.

         2. Expiration Date. If Purchaser does not timely exercise the Right in
the manner provided herein on or before November 17, 2012 (the "Expiration
Date"), regardless of whether or not Purchaser has an opportunity to exercise
the Right, or if Purchaser elects not to exercise the Right (or is deemed to
have so elected because of its failure to timely exercise the Right) and the
Property is developed by a third-party developer, or if the property is sold or
otherwise conveyed, dedicated or granted to a party which intends to use the
Property for primarily non-office or non-industrial purposes, or if construction
of improvements on the Property which thereafter will be used for primarily
non-office or non-industrial purposes at all times prior to the Expiration Date
is commenced, then in any such event this Agreement and the Right shall, without
further action of any party, automatically terminate and be null, void and of no
further force or effect, and neither party shall have any further rights or
obligations hereunder or with respect to the Right.

         3. Entry onto the Property. Upon the receipt by Offeree of the Offer
described in Section 1 hereof, Purchaser and/or Purchaser's agents shall have
the right during the period of time when this Agreement is in effect, at
reasonable times and on reasonable advance notice to Offeree, to enter onto the
Property or portion thereof set forth in the Offer for purposes of surveying the
Property and undertaking soil boring and other tests. All surveying and soil
boring and other tests shall be performed at Purchaser's sole cost and expense
and Purchaser shall deliver copies of all such surveys and the results of all
such tests to Offeree at no cost or expense to Offeree. Purchaser hereby
indemnifies, protects and holds Seller, HDLP and the affiliates of Seller
harmless and agrees to defend

                                      2
<PAGE>

Seller, HDLP and the affiliates of Seller from and against any and all claims,
demands, loss, cost, damage, expense and liability (including, without
limitation, personal injury and property damage claims and mechanics' or other
liens), including reasonable attorneys' fees and litigation costs, caused by or
occurring in connection with the presence of Purchaser or Purchaser's agents on
the Property or the exercise by Purchaser of any of its surveying and testing
rights under this Section 3. In addition, Purchaser shall keep the Property free
from any liens of its surveying and testing rights under this Section 3.
Purchaser, at its sole cost and expense, shall restore the Property to the same
condition as existed prior to its entry onto the Property. Notwithstanding
anything to the contrary contained herein, the provisions of this Section shall
survive the term of this Agreement (regardless of whether or not the Right is
exercised), as well as any closing of the sale of the Property pursuant hereto
or to any contract entered into between Seller, HDLP or an affiliate of Seller
and Purchaser pursuant to any Offer.

         4. Time of the Essence. Purchaser and Seller hereby acknowledge and
agree that time is and shall be of the essence hereof. Notwithstanding anything
to the contrary contained herein, in the event the due date for performance of
any obligation hereunder falls on a day other than a business day, the date for
performance of such obligation shall be extended to the next following business
day.

         5. Covenants Running with the Land; Specific Performance. The covenants
and agreements of Seller under this Agreement are intended to be and shall be
covenants running with the land with respect to the Property and shall be
binding upon Seller and Seller's heirs, representatives, successors and assigns.
This Agreement shall be specifically enforceable by Purchaser and by Purchaser's
heirs, representatives, successors and assigns.

         6. Notices. Any notice, request, demand, instruction or other document
to be given or served hereunder or under any documents or instrument executed
pursuant hereto shall be in writing and shall be delivered personally or sent by
United States registered or certified mail, return receipt requested, or by
overnight express courier, postage prepaid and addressed to the parties at their
respective addresses set forth below, and the same shall be effective upon
receipt if delivered personally or two (2) business days after deposit in the
mails or deposit with an overnight express courier. A party may change its
address for receipt of notices by service of a notice of such change in
accordance herewith.


          If to Purchaser: Prime Group Realty Trust
                           35 West Wacker Drive
                           Suite 3900
                           Chicago, Illinois 60601
                           Attn: General Counsel


          With a copy to:  Winston & Strawn
                           35 West Wacker Drive
                           Chicago, Illinois 60601
                           Attn: Wayne Boberg

                                      3

<PAGE>


            If to Seller: The Prime Group, Inc.
                          35 West Wacker Drive
                          Suite 3900
                          Chicago, Illinois 60601
                          Attn: President


          With a copy to: The Prime Group, Inc.
                          35 West Wacker Drive
                          Suite 3900
                          Chicago, Illinois 60601
                          Attn: General Counsel

         7. Successors and Assigns; No Merger. All the terms and conditions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. The terms and provisions of this
Agreement shall survive the entity and shall not merge or be deemed to merge,
into any contract entered into between Seller and Purchaser pursuant to any
Offer.

         8. Severability. In the event that any term or provisions of this
Agreement, or the application thereof to any particular party or circumstance,
is found by a court of competent jurisdiction to be invalid or unenforceable (in
whole or in its application to a particular party or circumstance), the
remaining terms and provisions of this Agreement or the application thereof to
different parties or circumstances, as the case may be, shall not be affected
thereby and this agreement shall remain in full force and effect in all other
respects.

         9. Governing Law; Counterparts. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois. This Agreement
and any document or instrument executed pursuant hereto may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.

         10. Due Authorization; Binding Agreement. Seller and Purchaser each
hereby represent and warrant to each other that the execution, delivery and
performance of this Agreement has been duly and validly authorized by all
necessary action of such party, and constitutes a legal, valid and binding
obligation of such party enforceable against such party in accordance with the
terms hereof.

         11. Consents and Approvals. Seller and Purchaser each hereby represent
and warrant to each other that no consent, waiver, approval or authorization of,
or notice to, any other person, is required to be obtained or given by such
party in connection with the execution, delivery and performance of this
Agreement, except for such consents, approvals or authorizations which have been
obtained.

                                      4
<PAGE>


         12. Further Assurances; Good Faith. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use his or its best
efforts to take, or cause to be taken, all action, and to do, or cause to be
done, all things necessary and proper under applicable laws and regulations or
otherwise to consummate and effect the transactions contemplated by this
Agreement including, without limitation, obtaining all required consents and
approvals, making all required filings and applications and complying with or
responding to any requests by governmental agencies, in each case to the extent
reasonably required. The parties hereto agree to negotiate the terms and
conditions to Develop the Subject Parcel in good faith with one another.

                            [signature page follows]

                                      5
<PAGE>



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

                                      PURCHASER:

                                      PRIME GROUP REALTY, L.P., a Delaware
                                      limited partnership

                                      By:    PRIME GROUP REALTY TRUST, a
                                             Maryland real estate investment
                                             trust, its Managing General Partner

                                      By:    /s/ W. Michael Karnes
                                              ----------------------------------
                                             Name: W. Michael Karnes
                                                   -----------------------------
                                             Title: Executive VP
                                                    ----------------------------
                                      SELLER:

                                      THE PRIME GROUP, INC.,
                                      an Illinois corporation



                                      By: /s/ Robert J. Rudnik
                                          -------------------------------------
                                      Name: Robert J. Rudnik
                                          -------------------------------------
                                      Title Executive VP
                                            -----------------------------------

<PAGE>


                   EXHIBIT A TO RIGHT OF FIRST OFFER AGREEMENT


That portion of the following that is still owned by Huntley Development Limited
Partnership, an Illinois limited partnership:

The West Half of the Northwest Quarter, the West Half of the East Half of the
Northwest Quarter and the West Half of the Southwest Quarter of Section 9;

that part of the Northwest Quarter of Section 16 lying northerly of a line drawn
parallel with and 150.0 feet northerly of the center line (measured at right
angles thereto) of the Illinois State Toll Highway Commission except the
premises conveyed to the Illinois State Toll Highway Authority by Document
1212496 and that part of the premises conveyed to the Illinois State Toll
Highway Commission by Document 831056 lying 33.0 feet southerly of the north
line (measured at right angles to said north line) of the Northwest Quarter of
said Section 16;

that part of the South Half of Section 7 lying northerly of the northerly right
of way line of the Illinois State Toll Highway Commission;

that part of the South Half of Section 8 lying northerly of the northerly line
of premises conveyed to the Illinois State Toll Highway Commission by Warranty
Deed recorded as Document 903854 and Quit Claim Deed recorded as Document
824832, excepting there- from the premises described in Grant of Easement
recorded as Document 824833;

that part of the Southwest Quarter of Section 4, part the South-east Quarter
of Section 5, part of the North Half of Section 8, part of the Southeast
Quarter of Section 6 and part of the North Half of Section 7 lying southerly
of the following described line: Commencing at the point of intersection of a
line drawn parallel with and 60.0 feet easterly of the center line (measured
at right angles thereto) of Illinois State Route No. 47 with the south line
of the Southwest Quarter of Section 9; thence northerly along said parallel
line 5469.12 feet for a point of beginning; thence westerly at right angles
to the last described course 940.0 feet; thence northerly at right angles to
the last described course 565.0 feet; thence westerly at right angles to the
last described course 140.0 feet; thence southwesterly along a line forming
an angle of 128DEG.00'49" with the last described course (measured clockwise
therefrom) 252.02 feet; thence southwesterly along a line forming an angle
of 141DEG.21'07" with the last described course (measured counter-clockwise
therefrom) 295.0 feet; thence northwesterly along a line forming an angle of
134DEG.20'16" with the last described course (measured counter-clockwise
therefrom) 200.0 feet; thence southwesterly, along a line forming an angle of
96DEG.16'40" with the last described course (measured clockwise therefrom)
200.0 feet; thence southeasterly

<PAGE>

along a line forming an angle of 86DEG.03'40" with the last described course
(measured clockwise therefrom) 525.0 feet; thence southerly along a line
forming an angle of 124DEG.53'15" with the last described course (measured
counter-clockwise therefrom) 215.0 feet; thence southwesterly along a line
forming an angle of 143DEG.54'11" with the last described course (measured
counter-clockwise therefrom) 350.0 feet; thence southwesterly along a line
forming an angle of 158DEG.06'47" with the last described course (measured
counter-clockwise therefrom) 730.0 feet; thence southerly along a line
forming an angle of 122DEG.24'21" with the last described course (measured
clockwise therefrom) 354.58 feet; thence westerly and northwesterly along a
curve to the right having a radius of 4210.0 feet tangent to a line forming
an angle of 86DEG.43'27" with the prolongation of the last described course
(measured clockwise therefrom) 2541.42 feet; thence northwesterly tangent to
the last described curve at the last described point 674.67 feet; thence
northwesterly along a curve to the left having a radius of 1300.0 feet
tangent to the last described course 169.33 feet to the northwest corner of
the Northwest Quarter of said Section 8; thence continuing northwesterly and
westerly along the prolongation of the last described curve 819.43 feet;
thence westerly tangent to the last described curve at the last described
point 200.0 feet; thence westerly along a curve to the right having a radius
of 2440.0 feet tangent to the last described course 516.61 feet; thence
westerly tangent to the last described curve at the last described point,
being along the north line extended and the north line of the Northwest
Quarter of said Section 7, 3653.57 feet to a point on said north line that is
197.91 feet easterly of the northwest corner of said Northwest Quarter;
thence southwesterly, along a line forming an angle of 134DEG.59'21" with the
last described course (measured clockwise therefrom) 279.83 feet to the west
line of the Northwest Quarter of said Section 7 for the terminus of said
line (except that part thereof lying within premises acquired by the Illinois
State Toll Highway Commission through condemnation proceedings of the Circuit
Court of the Sixteenth Judicial Circuit filed in Kane County as Case No.
56-1213, and also except Lots 2 and 3 in Fred Ahrens Subdivision), and also;

that part of the Northeast Quarter of Section 17 lying northerly of the
northeasterly right of way line of the Illinois State Toll Highway Commission,
northerly of the northerly line of Parcel N-4C-38.5 as conveyed by Document
1230382 and westerly of a line drawn parallel with and 250.0 feet westerly of
the westerly line (measured at right angles thereto) of Parcel N-4C-38.1 as
ac-quired through proceedings of the Circuit Court of the Sixteenth Judicial
Circuit as Case No. 56-1242, all in Township 42 North, Range 7 East of the Third
Principal Meridian, Rutland Township, Kane County, Illinois,

                                      2
<PAGE>


EXCEPTING THOSE PARTS THEREOF DESCRIBED AS FOLLOWS:

That part of the Northeast Quarter of Section 8 described as follows:
Commencing at the point of intersection of a line drawn parallel with and
60.0 feet westerly of the center line (measured at right angles thereto) of
Illinois State Route No. 47 with the south line of the Southeast Quarter of
said Section 8; thence northerly along said parallel line 3107.14 feet for a
point of beginning; thence continuing northerly along said parallel line
1427.89 feet; thence westerly at right angles to the last de-scribed course
157.85 feet; thence westerly and southwesterly along a curve to the left
having a radius of 900.0 feet tangent to the last described course 349.42
feet; thence southwesterly tangent to the last described curve at the last
described point 200.15 feet; thence southwesterly and westerly along a curve
to the right having a radius of 4310.0 feet tangent to the last described
course 1370.75 feet; thence southerly along a line forming an angle of
94DEG.01'19" with a line drawn tangent to the last described curve at the last
described point (measured clockwise therefrom) 354.76 feet; thence
southerly, southeasterly, easterly and northeasterly along a curve to the
left having a radius of 980.0 feet tangent to the last described course
2407.19 feet to a line drawn at right angles to said center line from the
point of beginning; thence easterly along said line 274.33 feet to the point
of beginning, also excepting;

that part of the Northeast Quarter of Section 7 and part of the Northwest
Quarter of Section 8 described as follows: Commencing at the point of
intersection of a line drawn parallel with and 60.0 feet westerly of the center
line (measured at right angles thereto) of Illinois State Route No. 47 with the
south line of the Southeast Quarter of said Section 8; thence northerly along
said parallel line 4535.03 feet; thence westerly at right angles to the last
described course 157.85 feet; thence westerly and southwesterly along a curve to
the left having a radius of 900.0 feet tangent to the last described course
349.42 feet; thence southwesterly tangent to the last described curve at the
last described point 200.15 feet; thence southwesterly, westerly and
northwesterly along a curve to the right having a radius of 4310.0 feet tangent
to the last described course 3277.40 feet for a point of beginning; thence
continuing along the prolongation of the last described curve 763.69 feet;
thence northwesterly tangent to the last described curve at the last described
point 674.67 feet; thence northwesterly along a curve to the left having a
radius of 1200.0 feet tangent to the last described course 274.09 feet; thence
southwesterly along a line forming an angle of 96DEG.07'33" with a line drawn
tangent to the last de- scribed curve at the last described point (measured
counter-clockwise therefrom) 338.62 feet; thence southwesterly along a line
forming an angle of 133DEG.23'16" with the last described course (measured
counter-clockwise therefrom) 355.0 feet; thence southwesterly along a line
forming an angle of 224DEG.19'51" with

                                      3
<PAGE>

the last described course (measured counter-clockwise therefrom) 130.0 feet;
thence southeasterly along a line forming an angle of 237DEG.59'12" with the
last described course (measured counter- clockwise therefrom) 420.0 feet;
thence southeasterly along a line forming an angle of 146DEG.E24'47" with the
last described course (measured counter-clockwise therefrom) 810.0 feet;
thence easterly along a line forming an angle of 101DEG.36'55" with the last
described course (measured clockwise therefrom) 744.17 feet; thence
northeasterly along a line forming an angle of 159DEG.01'15" with the last
described course (measured clockwise therefrom) 550.0 feet; thence
northeasterly along a line forming an angle of 125DEG.18'11" with the last
described course (measured clockwise therefrom) 810.06 feet to the point of
beginning, also excepting;

that part Of the North Half of Section 7 described as follows: Commencing at
the point of intersection of a line drawn parallel with and 60.0 feet
westerly of the center line (measured at right angles thereto) of Illinois
State Route No. 47 with the south line of the Southeast Quarter of said
Section 8; thence northerly along said parallel line 4535.03 feet; thence
westerly at right angles to the last described course 157.85 feet; thence
westerly and southwesterly along a curve to the left having a radius of 900.0
feet tangent to the last described course 349.42 feet; thence southwesterly
tangent to the last described curve at the last described point 200.15 feet;
thence southwesterly, westerly and northwesterly along a curve to the right
having a radius of 4310.0 feet tangent to the last described course 4041.09
feet; thence northwesterly tangent to the last described curve at the last
described point 674.67 feet; thence northwesterly, westerly and southwesterly
along a curve to the left having a radius of 1200.0 feet tangent to the last
described course 912.70 feet; thence southwesterly tangent to the last
described curve at the last described point 200.0 feet; thence southwesterly
and westerly along a curve to the right having a radius of 2540.0 feet
tangent to the last described course 514.51 feet for a point of beginning;
thence southerly along a line forming an angle of 90DEG.31'29" with a line
drawn tangent to the last described curve at the last described point
(measured clockwise therefrom) 925.11 feet; thence westerly at right angles
to the last described course 340.0 feet; thence southerly at right angles to
the last described course 100.0 feet; thence southwesterly along a line
forming an angle of 156DEG.38'08" with the last described course (measured
clockwise therefrom) 282.56 feet; thence southwesterly, along a line forming
an angle of 173DEG.53'10" with the last described course (measured
counter-clockwise therefrom) 418.99 feet; thence westerly along a line
forming an angle of 120DEG.08'51" with the last described course (measured
counter-clockwise therefrom) 577.26 feet; thence westerly and northwesterly
along a curve to the right having a radius of 675.0 feet tangent to the last
described course 649.78 feet; thence northwesterly, tangent to the last
described curve at the last

                                       4

<PAGE>

described point 282.06 feet; thence northwesterly and westerly along a curve to
the left having a radius of 390.0 feet tangent to the last described course
373.26 feet; thence westerly tangent to the last described curve at the last
described point 172.68 feet; thence northerly at right angles to the last
described course 981.08 feet to a line drawn parallel with and 100.0 feet
southerly of the north line of the Northwest Quarter of said Section 7 (measured
at right angles thereto); thence easterly along said parallel line 2431.89 feet;
thence easterly along a curve to the left having a radius of 2540.0 feet tangent
to the last described course 23.27 feet to the point of beginning, also
excepting;

that part of the Northeast Quarter of Section 7 described as follows:
Commencing at the point of intersection of a line drawn parallel with and
60.0 feet westerly of the center line (measured at right angles thereto) of
Illinois State Route No. 47 with the south line of the Southeast Quarter of
said Section 8; thence northerly along said parallel line 4535.03 feet;
thence westerly at right angles to the last described course 157.85 feet;
thence westerly and southwesterly along a curve to the left having a radius
of 900.0 feet tangent to the last described course 349.42 feet; thence
southwesterly tangent to the last described curve at the last described point
200.15 feet; thence southwesterly, westerly and northwesterly along a curve
to the right having a radius of 4310.0 feet tangent to the last described
course 4041.09 feet; thence northwesterly tangent to the last described curve
at the last described point 674.67 feet; thence northwesterly, westerly and
southwesterly along a curve to the left having a radius of 1200.0 feet
tangent to the last described course 912.70 feet; thence southwesterly
tangent to the last described curve at the last described point 200.0 feet;
thence southwesterly and westerly along a curve to the right having a radius
of 2540.0 feet tangent to the last described course 514.51 feet; thence
southerly along a line forming an angle of 90DEG.31'29" with a line drawn
tangent to the last described curve at the last described point (measured
clockwise therefrom) 925.11 feet; thence westerly at right angles to the last
described course 340.0 feet; thence southerly at right angles to the last
described course 100.0 feet; thence southwesterly along a line forming an
angle of 156DEG.38'08" with the last described course (measured clockwise
therefrom) 282.56 feet; thence southwesterly along a line forming an angle of
173DEG.53'10" with the last described course (measured counter-clockwise
therefrom) 418.99 feet; thence easterly along a line forming an angle of
59DEG.51'09" with the last described course (measured clockwise therefrom)
34.85 feet; thence easterly and southeasterly along a curve to the right
having a radius of 675.0 feet tangent to the last described course 161.19
feet for a point of beginning; thence continuing southeasterly along the
prolongation of the last described curve 226.37 feet; thence southeasterly
tangent to the last described curve at the last described point 717.92 feet;

                                       5

<PAGE>

thence southeasterly along a curve to the left having a radius of 1550.0 feet
tangent to the last described course 513.47 feet; thence northerly along a
line forming an angle of 107DEG.14'53" with a line drawn tangent to the last
described curve at the last described point (measured counter-clockwise
therefrom) 832.17 feet; thence northwesterly along a line forming an angle of
128DEG.20'47" with the last described course (measured clockwise therefrom)
910.0 feet; thence southwesterly along a line forming an angle of 90DEG.51'35"
with the last described course (measured clockwise therefrom) 827.91 feet to
the point of beginning, and also excepting;

that part of the Northwest Quarter of Section 7, lying southerly of the
southerly right of way line of the Illinois State Toll Highway Commission, all
in Township 42 North, Range 7 East of the Third Principal Meridian, Rutland
Township, Kane County, Illinois.

                                       6