EXHIBIT 10.16A

                         AGREEMENT OF PURCHASE AND SALE
                         ------------------------------
                            [Kellogg Office Building]

     This Agreement of Purchase and Sale ("Agreement") is made and entered into
by and between Purchaser and Seller.

                                    RECITALS
                                    --------

A.   Defined terms are indicated by initial capital letters. Defined terms shall
     have the meaning set forth herein, whether or not such terms are used
     before or after the definitions are set forth.

B.   Purchaser desires to purchase the Property and Seller desires to sell the
     Property, all upon the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants
and agreements set forth herein, as well as the sums to be paid by Purchaser to
Seller, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Purchaser and Seller agree as follows:

                         ARTICLE 1. - Basic Information
                                      -----------------

     1.1  Certain Basic Terms. The following defined terms shall have the
meanings set forth below:

          1.1.1    Seller:              WXI/MCN Commercial Real Estate Limited
                                        Partnership, a Delaware limited
                                        partnership

          1.1.2    Purchaser:           AmeriVest Properties, Inc., a Maryland
                                        corporation

          1.1.3    Purchase Price:      $13,550,000.00

          1.1.4    Earnest Money:       $100,000.00 (the "Earnest Money"),
                                        including interest thereon, to be
                                        deposited in accordance with Section 3.1
                                        below.

          1.1.5    Title Company:       Fidelity National Title Insurance
                                        Company
                                        14643 Dallas Parkway
                                        Suite 380
                                        Dallas, Texas 75240
                                        Attention:     Pat Noska
                                        Telephone:     (972) 386-6650
                                        Facsimile:     (972) 386-6651

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          1.1.6    Escrow Agent:        Fidelity National Title Insurance
                                        Company
                                        14643 Dallas Parkway
                                        Suite 380
                                        Dallas, Texas 75240
                                        Attention:     Pat Noska
                                        Telephone:     (972) 386-6650
                                        Facsimile:     (972) 386-6651

          1.1.7    Seller's Broker:     Peregrine Brokerage/Transwestern

          1.1.8    Effective Date:      The date on which this Agreement is
                                        executed by the latter to sign of
                                        Purchaser or Seller, as indicated on the
                                        signature page of this Agreement.

          1.1.9    Property
                   Information
                   Delivery Date:       The date which is seven (7) days after
                                        the Effective Date.

          1.1.10   Title Commitment
                   Delivery Date:       The date which is seven (7) days after
                                        the Effective Date.

          1.1.11   Survey Delivery
                   Date:                The date which is seven (7) days after
                                        the Effective Date.

          1.1.12   Title and Survey
                   Review Period:       The period ending twenty (20) days
                                        after Purchaser's receipt of the
                                        initial Title Commitment (together with
                                        legible copies of all exception
                                        documents referenced therein) and the
                                        initial Survey.

          1.1.13   Inspection Period:   The period beginning on the Effective
                                        Date and ending forty-five (45) days
                                        after the Effective Date.


          1.1.14   Closing Date:        The date which is the earlier to occur
                                        of (i) forty-five (45) days after the
                                        expiration of the Inspection Period or
                                        (ii) December 28, 2001.

                                       2

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     1.2 Closing Costs. Closing costs shall be allocated and paid as follows:

------------------------------------------------------------ -------------------
Cost                                                         Responsible Party
------------------------------------------------------------ -------------------
Title Commitment required to be delivered pursuant to        Seller
Section 5.1
------------------------------------------------------------ -------------------
Premium for standard form Title Policy required to be        Seller
delivered pursuant to Section 5.4
------------------------------------------------------------ -------------------
Premium for any upgrade of Title Policy for extended or      Purchaser
Purchaser additional coverage and any endorsements desired
by Purchaser, any inspection fee charged by the Title
Company, tax certificates, municipal and utility lien
certificates, and any other Title Company charges relating
to the issuance of the Title Policy
------------------------------------------------------------ -------------------
Costs of Survey                                              Seller
------------------------------------------------------------ -------------------
Any revisions, modifications or recertifications to survey   Purchaser
------------------------------------------------------------ -------------------

Costs for UCC Searches                                       Purchaser
------------------------------------------------------------ -------------------
Recording Fees                                               Purchaser
------------------------------------------------------------ -------------------
Any deed taxes, documentary stamps, transfer taxes, Purchaser intangible taxes,
mortgage taxes or other similar taxes, fees or assessments
------------------------------------------------------------ -------------------
Any escrow fee charged by Escrow Agent for holding the       Purchaser1/2
Earnest Money or conducting the Closing                      Seller1/2
------------------------------------------------------------ -------------------
Real Estate Sales Commission to Broker                       Seller
------------------------------------------------------------ -------------------
All other closing costs, expenses, charges and fees          Purchaser
(Seller pays its own legal fees and expenses)
------------------------------------------------------------ -------------------
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<CAPTION>


     1.3 Notice Addresses:

<S>          <C>                                 <C>        <C>
Purchaser:   AmeriVest Properties Inc.           Copy to:   Jenkens & Gilchrist
             1780 South Bellaire Street                     1445 Ross Avenue, Suite 3200
             Suite 515                                      Dallas, Texas 75202
             Denver, Colorado 80222                         Attention:  William L. Sladek, Esq.
             Attention:  John B. Greenman                   Telephone:  (214) 855-4379
             Telephone:  (303) 297-1800                     Facsimile:  (214) 855-4300
             Facsimile:  (303) 291-7353

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</TABLE>

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<TABLE>
<CAPTION>


<S>          <C>                                 <C>        <C>
Seller:      WXI/MCN Commercial Real             Copy to:   Cox, Castle & Nicholson LLP
             Estate Limited Partnership                     19800 MacArthur Blvd.
             c/o Archon Group, L.P.                         Suite 600
             600 E. Las Colinas Blvd.                       Irvine, California  92612-2435
             Suite 400                                      Attention:  Sherry M. Du Pont, Esq.
             Irving, Texas 75038                            Telephone:  (949) 260-4637
             Attention:  Deborah Bacon                      Facsimile:  (949) 476-0256
             Telephone:  (972) 368-2250
             Facsimile:  (972) 368-4097

     1.4 Index of Certain Additional Defined Terms:

Additional Property Information                             Section 4.2
-------------------------------
Asset Manager                                               Section 12.18
-------------
Asset Manager's Employee                                    Section 9.3
------------------------
Assignment                                                  Subsection 7.3.2
----------
Casualty Notice                                             Section 6.2
---------------
CERCLA                                                      Section 11.3
------
Closing                                                     Section 7.1
-------
Deed                                                        Subsection 7.3.1
----
Designated Representative(s)                                Section 12.18
----------------------------
Due Diligence Termination Notice                            Section 4.5
--------------------------------
ERISA                                                       Subsection 7.4.2
-----
Hazardous Materials                                         Section 11.4
-------------------
Improvements                                                Subsection 2.1.1
------------
Independent Consideration                                   Section 3.2
-------------------------
Intangible Personal Property                                Subsection 2.1.4
----------------------------
Land                                                        Subsection 2.1.1
----
Lease Files                                                 Subsection 4.2.1
-----------
Leases                                                      Subsection 2.1.2
------
Leasing Costs                                               Section 8.2
-------------
License Agreements                                          Section 2.1.5
------------------
Material Damage                                             Subsection 6.2.1
---------------
Operating Statements                                        Subsection 4.1.2
--------------------
Permitted Exceptions                                        Section 5.3
--------------------
Permitted Outside Parties                                   Section 4.8
-------------------------
Property                                                    Section 2.1
--------
Property Documents                                          Section 4.5
------------------
Property Information                                        Section 4.1
--------------------
Real Property                                               Subsection 2.1.1
-------------
Rent Roll                                                   Subsection 4.1.1
---------
Reports                                                     Section 4.6
-------
Service Contracts                                           Subsection 4.1.6
-----------------
Survey                                                      Section 5.2
------
Survival Period                                             Section 9.3
---------------
Tangible Personal Property                                  Subsection 2.1.3
--------------------------

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</TABLE>

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Taxes                                                       Section 8.1
-----
Tenant Receivables                                          Subsection 8.1.3
------------------
Title Commitment                                            Section 5.1
----------------
Title Policy                                                Section 5.4
------------
Unbilled Tenant Receivables                                 Subsection 8.1.3(a)
---------------------------
Uncollected Delinquent Tenant Receivables                   Subsection 8.1.3(a)
-----------------------------------------

                             ARTICLE 2. - Property
                                          --------

     2.1 Subject to the terms and conditions of this Agreement, Seller agrees to
sell to Purchaser, and Purchaser agrees to purchase from Seller, the following
property (collectively, the "Property"):

         2.1.1 Real Property. The land desrribed In Exhibit A attached hereto
(the "Land"), together with (i) all improvements located thereon
("Improvements"), (ii) all and singular the rights, benefits, privileges,
easements, tenements, hereditaments, and appurtenances thereon or in anywise
appertaining thereto, (iii) without warranty, all right, title, and interest of
Seller, if any, in and to all strips and gores and any land lying in the bed of
any street, road or alley, open or proposed, adjoining such Land, (iv) all
right, title, and interest of Seller, if any, in and to all development rights,
air rights, sewer rights and permits, water, water rights, riparian rights and
water stock relating to the Land and (v) all right, title, and interest of
Seller, if any, in and to all licenses, permits, covenants and other
rights-of-way, appurtenances or entitlements used in connection with the
beneficial use and enjoyment of the Land (collectively, the "Real Property").

         2.1.2 Leases. All of Seller's right, title and interest, in all leases
of the Real Property (other than License Agreements), including leases which may
be made by Seller after the Effective Date and prior to Closing as permitted by
this Agreement (the "Leases").

         2.1.3 Tangible Personal Property. All of Seller's right, title and
interest, in the equipment, machinery, furniture, furnishings, supplies and
other tangible personal property, if any, owned by Seller and now or hereafter
located in and used in connection with the operation, ownership or management of
the Real Property, but specifically excluding any items of personal property
owned by tenants at or on the Real Property and further excluding any items of
personal property owned by third parties and leased to Seller (collectively, the
"Tangible Personal Property").

         2.1.4 Intangible Personal Property. All of Seller's right, title and
interest, if any, in all intangible personal property related to the Real
Property and the Improvements, including, without limitation: all trade names
and trade marks associated with the Real Property and the Improvements,
including Seller's rights and interests, if any, in the name of the Real
Property; the plans and specifications and other architectural and engineering
drawings for the Improvements, if any (to the extent assignable without cost to
Seller); contract rights related to the operation, ownership or management of
the Real Property, including maintenance, service, construction, supply and
equipment rental contracts, if any, but not including Leases or License
Agreements (collectively, the "Service Contracts")(but only to the extent
assignable without cost to Seller and Seller's obligations thereunder are
expressly assumed by Purchaser pursuant to this Agreement); warranties (to the

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extent assignable without cost to Seller); governmental permits, approvals and
licenses, if any (to the extent assignable without cost to Seller); and
telephone exchange numbers (to the extent assignable without cost to Seller)
(all of the items described in this Section 2.1.4 collectively referred to as
the "Intangible Personal Property").

         2.1.5 License Agreements. All of Seller's right, title and interest, in
and to all agreements (other than Leases), if any, for the leasing or licensing
of rooftop space or equipment, telecommunications equipment, cable access and
other space, equipment and facilities that are located on or within the Real
Property and generate income to Seller as the owner of the Real Property,
including agreements which may be made by Seller after the Effective Date and
prior to Closing as permitted by this Agreement (the "License Agreements ").
Anything in this Agreement to the contrary notwithstanding, Purchaser shall
assume the obligations of the "lessor" or "licensor" under all License
Agreements arising and accruing from and after the Closing Date, some or all of
which may be non-cancelable.

                           ARTICLE 3. - Earnest Money
                                        -------------

     3.1 Deposit and Investment of Earnest Money. Within two (2) business days
after the Effective Date, Purchaser shall deposit the Earnest Money with Escrow
Agent. Escrow Agent shall invest the Earnest Money in federally insured
interest-bearing accounts satisfactory to Seller and Purchaser, shall not
commingle the Earnest Money with any funds of Escrow Agent or others, and shall
promptly provide Purchaser and Seller with confirmation of the investments made.
Such account shall have no penalty for early withdrawal, and Purchaser accepts
all investment risks with regard to such account. All interest earned on the
Earnest Money shall be deemed to be part of the Earnest Money for all purposes
hereunder.

     3.2 Independent Consideration. Simultaneously with the delivery of the
Earnest Money to the Title Company by the Purchaser, Purchaser shall pay to
Seller One Hundred and No/100 Dollars ($100.00) as independent consideration for
Seller's performance under this Agreement ("Independent Consideration"), which
shall be retained by Seller in all instances, and shall not be applied against
the Purchase Price.

     3.3 Form; Failure to Deposit. The Earnest Money and Independent
Consideration shall be in the form of a certified or cashier's check or the wire
transfer to Escrow Agent of immediately available U.S. federal funds. If
Purchaser fails to timely deposit any portion of the Earnest Money or the
Independent Consideration within the time periods required, Seller may terminate
this Agreement by written notice to Purchaser, in which event any Earnest Money
that has previously been deposited by Purchaser with Escrow Agent shall be
delivered to Seller and thereafter the parties hereto shall have no further
rights or obligations hereunder, except for rights and obligations which, by
their terms, survive the termination hereof.

     3.4 Disposition of Earnest Money. The Earnest Money shall be applied as a
credit to the Purchase Price at Closing. However, if Purchaser elects to
terminate this Agreement prior to the expiration of the Inspection Period
pursuant to Section 4.5, Escrow Agent shall pay the entire Earnest Money to
Purchaser one (1) business day following receipt of the Due Diligence
Termination Notice from Purchaser (as long as the current investment can be
liquidated and disbursed in one business day). No notice to Escrow Agent from
Seller shall be required for the release of the Earnest Money to Purchaser by

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Escrow Agent if Purchaser terminates this Agreement pursuant to Section 4.5. In
the event of a termination of this Agreement by either Seller or Purchaser for
any reason other than pursuant to Section 4.5, Escrow Agent is authorized to
deliver the Earnest Money to the party hereto entitled to same pursuant to the
terms hereof on or before the tenth (10th) business day following receipt by
Escrow Agent and the nonterminating party of written notice of such termination
from the terminating party, unless the other party hereto notifies Escrow Agent
that it disputes the right of the other party to receive the Earnest Money. In
such event, Escrow Agent may interplead the Earnest Money into a court of
competent jurisdiction in the county in which the Earnest Money has been
deposited. All reasonable attorneys' fees and costs and Escrow Agent's costs and
expenses incurred in connection with such interpleader shall be assessed against
the party that is not awarded the Earnest Money, or if the Earnest Money is
distributed in part to both parties, then in the inverse proportion of such
distribution.

                           ARTICLE 4. - Due Diligence
                                        -------------

     4.1 Due Diligence Materials To Be Delivered. To the extent such items are
in Seller's possession, Seller shall deliver to Purchaser, the following (the
"Property Information") on or before the Property Information Delivery Date:

         4.1.1 Rent Roll. A current, certified rent roll ("Rent Roll") for the
Property;

         4.1.2 Financial Information. Copy of operating statements and a summary
of capital expenditures pertaining to the Property for the twenty (20) months
preceding the Effective Date of this Agreement or such lesser period as Seller
has owned the Property ("Operating Statements");

         4.1.3 Environmental Reports. Copy of any environmental reports or site
assessments related to the Property prepared for the benefit of Seller;

         4.1.4 Tax Statements. Copy of ad valorem tax statements relating to the
Property for the current and prior tax period;

         4.1.5 Title and Survey. Copy of Seller's most current title insurance
information and survey of the Property;

         4.1.6 Service Contracts. A list, together with complete copies, of all
Service Contracts;

         4.1.7 Personal Property. A list of Tangible Personal Property; and

         4.1.8 License Agreements. A list, together with copies, of all License
Agreements.

         4.1.9 Leasing Costs. A summary of all Leasing Costs set forth in
Section 8.2 below.

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<PAGE>


     4.2 Due Diligence Materials To Be Made Available. To the extent such items
are in Seller's possession or control, Seller shall make available to Purchaser
and Purchaser's Permitted Outside Parties for review, at Seller's option at
either the offices of Seller's Asset Manager or property manager or at the
Property, the following items and information (the "Additional Property
Information") on or before the Property Information Delivery Date, and Purchaser
at its expense shall have the right to make copies of same:

         4.2.1 Lease Files. The lease files for all tenants, including the
Leases, amendments, guaranties, any letter agreements and assignments which are
then in effect and correspondence to and from the tenants ("Lease Files");

         4.2.2 Maintenance Records and Warranties. Maintenance work orders for
the twelve (12) months preceding the Effective Date of this Agreement and
warranties, if any, on roofs, air conditioning units, fixtures and equipment;

         4.2.3 Plans and Specifications. Building plans and specifications
relating to the Property; and

         4.2.4 Licenses, Permits and Certificates of Occupancy. Licenses,
permits and certificates of occupancy relating to the Property.

     4.3 Physical Due Diligence. Commencing on the Effective Date and continuing
until the Closing, Purchaser shall have reasonable access to the Property at all
reasonable times during normal business hours, upon appropriate notice to
tenants as permitted or required under the Leases, for the purpose of conducting
reasonably necessary tests, including surveys and architectural, engineering,
geotechnical and environmental inspections and tests, provided that (i)
Purchaser must give Seller forty-eight (48) hours' prior telephone or written
notice of any such inspection or test, and with respect to any intrusive
inspection or test (i.e., core sampling) must obtain Seller's prior written
consent (which consent may be given, withheld or conditioned in Seller's
reasonable discretion), (ii) prior to performing any inspection or test,
Purchaser must deliver a certificate of insurance to Seller evidencing that
Purchaser and its contractors, agents and representatives have in place
reasonable amounts of commercial general liability insurance in the amount of no
less than $1,000,000 per occurrence and an aggregate limit of at least
$2,000,000 and workers' compensation insurance (within applicable statutory
limits) for its activities on the Property in terms and amounts reasonably
satisfactory to Seller covering any accident arising in connection with the
presence of Purchaser, its contractors, agents and representatives on the
Property, which insurance shall name Seller and Asset Manager as additional
insureds thereunder, and (iii) all such tests shall be conducted by Purchaser in
compliance with Purchaser's responsibilities set forth in Section 4.10 below.
Additionally, Purchaser shall be required to carry an umbrella insurance policy
with a limited of at least $10,000,000. Purchaser shall bear the cost of all
such inspections or tests and shall be responsible for and act as the generator
with respect to any wastes generated by those tests. Subject to the provisions
of Section 4.8 hereof, Purchaser or Purchaser's representatives may meet with
any tenant; provided, however, Purchaser must contact Seller at least
forty-eight (48) hours in advance by telephone or fax to inform Seller of
Purchaser's intended meeting and to allow Seller the opportunity to attend such
meeting if Seller desires. Subject to the provisions of Section 4.8 hereof,
Purchaser or Purchaser's representatives may meet with any governmental

                                       8

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authority for any good faith, reasonable purpose in connection with the
transaction contemplated by this Agreement; provided, however, Purchaser must
contact Seller at least forty-eight (48) hours in advance by telephone or fax to
inform Seller of Purchaser's intended meeting and to allow Seller the
opportunity to attend such meeting if Seller desires.

     4.4 Estoppel Certificates. Seller shall deliver to Purchaser, at or prior
to the expiration of the Inspection Period, tenant estoppel certificates for no
less than eighty-five percent (85%) of the net rentable square feet in the
building, which shall include David S. Pfoff, M.D. (Suite 225), Lucent
Technologies (Suite 730, 750 and 800), Fijitsu Networks (Suite 820), in the form
of Exhibit E attached hereto or such other form as provided in the Leases. In
the event Seller is unable to obtain such tenant estoppel certificates or
Purchaser is not satisfied, in Purchaser's sole and absolute discretion, with
the number of tenant estoppel certificates delivered, or the form or content of
any such tenant estoppel certificate materially differs from that set forth at
Exhibit E or provided for in any Lease, Purchaser may elect to terminate this
Agreement by giving the Due Diligence Termination Notice described in Section
4.5 on or before the last day of the Inspection Period. Seller shall not be
obligated to expend any funds in connection with obtaining any such tenant
estoppel certificates, and the failure of Seller to obtain any such tenant
estoppel certificates shall not be a breach or default hereunder so long as
Seller makes good faith efforts to obtain them.

     4.5 Due Diligence/Termination Right. Purchaser shall have through the last
day of the Inspection Period in which to (i) examine, inspect, and investigate
the Property Information and the Additional Property Information (collectively,
the "Property Documents") and the Property and, in Purchaser's sole and absolute
judgment and discretion, determine whether the Property is acceptable to
Purchaser, (ii) obtain all necessary internal approvals, and (iii) satisfy all
other contingencies of Purchaser. Notwithstanding anything to the contrary in
this Agreement, Purchaser may terminate this Agreement for any reason or no
reason by giving written notice of termination to Seller and Escrow Agent (the
"Due Diligence Termination Notice") on or before the last day of the Inspection
Period. If Purchaser does not give a Due Diligence Termination Notice within the
time period prescribed herein, this Agreement shall continue in full force and
effect, Purchaser shall be deemed to have waived its right to terminate this
Agreement pursuant to Section 4.4 and this Section 4.5, and Purchaser shall be
deemed to have acknowledged that it has received or had access to all Property
Documents and conducted all inspections and tests of the Property that it
considers important.

     4.6 Return of Documents and Reports. If this Agreement terminates for any
reason other than Seller's default hereunder, Purchaser shall promptly return
and/or deliver to Seller all Property Documents and copies thereof.
Additionally, if this Agreement terminates for any reason other than Seller's
default, then Purchaser must deliver to Seller copies of all third party
reports, investigations and studies, other than economic analyses (collectively,
the "Reports" and, individually, a "Report") prepared for Purchaser in
connection with its due diligence review of the Property. The Reports shall be
delivered to Seller without any representation or warranty as to the
completeness or accuracy of the Reports or any other matter relating thereto,
and Seller shall have no right to rely on any Report without the written consent
of the party preparing same. Purchaser's obligation to deliver the Property
Documents and the Reports to Seller shall survive the termination of this
Agreement.

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<PAGE>


     4.7 Service Contracts. On or prior to the last day of the Inspection
Period, Purchaser will advise Seller in writing of which Service Contracts it
will assume and for which Service Contracts Purchaser requests that Seller
deliver written termination at or prior to Closing, provided Seller shall have
no obligation to terminate, and Purchaser shall be obligated to assume, any
Service Contracts which by their terms cannot be terminated without penalty or
payment of a fee. Seller shall deliver at Closing notices of termination of all
Service Contracts that are not so assumed. Purchaser must assume the obligations
arising and accruing from and after the Closing Date under those Service
Contracts (i) that Purchaser has agreed to assume, or that Purchaser is
obligated to assume pursuant to this Section 4.7, and (ii) for which a
termination notice is delivered as of or prior to Closing but for which
termination is not effective until after Closing.

     4.8 Proprietary Information; Confidentiality. Purchaser acknowledges that
the Property Documents are proprietary and confidential and will be delivered to
Purchaser solely to assist Purchaser in determining the feasibility of
purchasing the Property. Purchaser shall not use the Property Documents for any
purpose other than as set forth in the preceding sentence. Purchaser shall not
disclose the contents to any person other than to those persons who are
responsible for determining the feasibility of Purchaser's acquisition of the
Property and who have agreed to preserve the confidentiality of such information
as required hereby, including, without limitation, Purchaser's attorneys,
accountants, agents, consultants, lenders, partners, shareholders or as
otherwise may be required by law or court order (collectively, "Permitted
Outside Parties"). At any time and from time to time, within two (2) business
days after Seller's request, Purchaser shall deliver to Seller a list of all
parties to whom Purchaser has provided any Property Documents or any information
taken from the Property Documents. Purchaser shall not divulge the contents of
the Property Documents and other information except in strict accordance with
the confidentiality standards set forth in this Section 4.8. In permitting
Purchaser to review the Property Documents or any other information, Seller has
not waived any privilege or claim of confidentiality with respect thereto, and
no third party benefits or relationships of any kind, either express or implied,
have been offered, intended or created.

     4.9 No Representation or Warranty by Seller. Purchaser acknowledges that,
except as expressly set forth in this Agreement, neither Seller nor Asset
Manager has made nor makes any warranty or representation regarding the truth,
accuracy or completeness of the Property Documents or the source(s) thereof.
Purchaser further acknowledges that some if not all of the Property Documents
were prepared by third parties other than Seller and Asset Manager. Seller and
Asset Manager expressly disclaim any and all liability for representations or
warranties, express or implied, statements of fact and other matters contained
in such information, or for omissions from the Property Documents, or in any
other written or oral communications transmitted or made available to Purchaser.
Purchaser shall rely solely upon its own investigation with respect to the
Property, including, without limitation, the Property's physical, environmental
or economic condition, compliance or lack of compliance with any ordinance,
order, permit or regulation or any other attribute or matter relating thereto.
Seller and Asset Manager have not undertaken any independent investigation as to
the truth, accuracy or completeness of the Property Documents and are providing
the Property Documents solely as an accommodation to Purchaser.

     4.10 Purchaser's Responsibilities. In conducting any inspections,
investigations or tests of the Property and/or Property Documents, Purchaser and
its agents and representatives shall: (i) not unreasonably disturb the tenants

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<PAGE>


or materially interfere with their use of the Property pursuant to their
respective Leases; (ii) not materially interfere with the operation and
maintenance of the Property; (iii) not damage any part of the Property or any
personal property owned or held by any tenant or any third party; (iv) not
injure or otherwise cause bodily harm to Seller, Asset Manager, or their
respective agents, guests, invitees, contractors and employees or any tenants or
their guests or invitees; (v) comply with all applicable laws; (vi) promptly pay
when due the costs of all tests, investigations, and examinations done by or at
Purchaser's direction with regard to the Property; (vii) not permit any liens to
attach to the Real Property by reason of the exercise of its rights hereunder;
(viii) repair any damage to the Real Property resulting directly or indirectly
from any such inspection or tests; and (ix) not reveal or disclose prior to
Closing any information obtained during the Inspection Period concerning the
Property and the Property Documents to anyone other than the Permitted Outside
Parties, in accordance with the confidentiality standards set forth in Section
4.8 above, or except as may be otherwise required by law.

     4.11 Purchaser's Agreement to Indemnify. Purchaser indemnifies and holds
Seller and Asset Manager harmless from and against any and all liens, claims,
causes of action, damages, liabilities and expenses (including reasonable
attorneys' fees) arising out of Purchaser's inspections or tests permitted under
this Agreement or any violation of the provisions of Sections 4.3, 4.8 and 4.10;
provided, however, the indemnity shall not extend to protect Seller from any (i)
pre-existing liabilities for matters merely discovered by Purchaser (e.g.,
latent environmental contamination) so long as Purchaser's actions do not
materially aggravate any pre-existing liability of Seller or (ii) any
liabilities arising as a result of Seller's willful misconduct or gross
negligence. Purchaser also indemnifies and holds any tenant harmless from and
against any and all claims, causes of action, damages, liabilities and expenses
which such tenant may suffer or incur due to Purchaser's breach of its
obligation under Section 4.8 above to maintain the confidential nature of any
Property Documents or other information relative to such tenant. Purchaser's
obligations under this Section 4.11 shall survive the termination of this
Agreement and shall survive the Closing.

     4.12 Environmental Studies; Seller's Right to Terminate. As additional
consideration for the transaction contemplated in this Agreement, Purchaser must
provide to Seller, immediately following the receipt of same by Purchaser,
copies of any and `all reports, tests or studies involving contamination of or
other environmental concerns relating to the Property; provided, however,
Purchaser shall have no obligation to cause any such tests or studies to be
performed on the Property. Seller acknowledges that Purchaser has not made and
does not make any warranty or representation regarding the truth or accuracy of
any such studies or reports. Notwithstanding Section 4.11 above, Purchaser shall
have no liability or culpability of any nature as a result of having provided
such information to Seller or as a result of Seller's reliance thereon or
arising out of the fact that Purchaser merely conducted such tests or studies,
so long as Purchaser's actions do not aggravate any pre-existing liability of
Seller. In the event that such reports, tests or studies indicate the existence
or reasonable potential existence of any contamination of any portion of the
Property that is not disclosed in the Property Documents and that is material
(meaning that the reasonably estimated cost of remediation and/or other
liability associated therewith, as determined by Seller's environmental
consultants, exceeds $50,000.00) ("Material Contamination") then Seller may
terminate this Agreement by giving written notice to Purchaser within ten (10)
business days after Purchaser has provided Seller with copies of such reports,

                                       11

<PAGE>


tests or studies and Seller has notified Purchaser that such contamination
constitutes Material Contamination, whereupon the Earnest Money shall be
returned to Purchaser, the parties shall have no further obligations hereunder
except for obligations that expressly survive the termination hereof, and Seller
shall pay to Purchaser an amount equal to the lesser of (A) Purchaser's actual
out-of-pocket expenditures incurred directly in connection with negotiating this
Agreement and/or conducting due diligence activities contemplated hereunder, or
(B) Twenty-Five Thousand and No/100 Dollars ($25,000.00), provided, however,
that Purchaser must make written demand of Seller for such reimbursement and
provide Seller reasonable supporting documentation of actual expenditures within
thirty (30) days of the termination of this Agreement, and if Purchaser fails to
provide such written demand and supporting documentation within such thirty (30)
day period, then Purchaser shall be deemed to have forever waived its right to
recover any amount from Seller. Notwithstanding the foregoing, in the event that
the remediation and/or removal of such Material Contamination by Seller or at
Seller's direction can be completed in accordance with all applicable
environmental laws within thirty (30) days from the commencement thereof (as
determined by Seller's environmental consultants), and Seller elects to complete
the remediation, then Purchaser shall have the right (to be exercised at
Purchaser's sole discretion) to either terminate this Agreement as provided for
herein or extend the Closing Date until the date which is three (3) business
days following the date on which: (A) the remediation and/or removal of such
Material Contamination has been completed by Seller or at Seller's direction in
accordance with all applicable environmental laws, and (B) Seller provides
Purchaser with written confirmation (issued by the applicable governmental
authority) that such Material Contamination has been remediated and/or removal
by Seller in accordance with all applicable environmental laws. In the event
Purchaser elects to extend the Closing Date as provided above, Seller shall be
responsible for all costs and expenses associated with the removal and/or
remediation of such Material Contamination. Nothing in this Section 4.12 shall
obligate Seller to undertake any remediation measures whatsoever with respect to
the Property, and Seller's election to do so shall not subsequently give rise to
any claim or cause of action by Purchaser, except as expressly provided for
herein.

                         ARTICLE 5. - Title and Survey
                                      ----------------

     5.1 Title Commitment. Seller shall cause to be prepared and delivered to
Purchaser on or before the Title Commitment Delivery Date: (i) a current
commitment for title insurance or preliminary title report (the "Title
Commitment") issued by the Title Company, in the amount of the Purchase Price
and on a ALTA Standard Form 1992 commitment, with Purchaser as the proposed
insured, and (ii) copies of all documents of record referred to in the Title
Commitment as exceptions to title to the Property.

     5.2 Updated Survey. Seller shall provide an updated existing as-built
survey ("Survey") as necessary in order for the Title Company to delete the
survey exception from the Title Policy. Purchaser may elect to obtain a new
survey or revise, modify, or re-certify the Survey to otherwise satisfy
Purchaser's objectives.

     5.3 Title and Survey Review. During the Title and Survey Review Period,
Purchaser shall review title to the Property as disclosed by the Title
Commitment and the Survey, provided that Purchaser has received the Title
Commitment within the time period specified herein, Purchaser shall make any
objections thereto in writing to Seller no later than ten (10) days prior to the

                                       12

<PAGE>


expiration of the Inspection Period. Seller may respond to Purchaser's
objections in writing no later than three (3) days prior to the expiration of
the Inspection Period. Seller's failure to provide a written response within
said three (3) day period shall be deemed Seller's refusal to cure any Purchaser
objection other than as set forth in this Section 5.3. Seller shall have no
obligation to cure title objections except liens of an ascertainable monetary
amount created by, under or through Seller, which liens Seller shall cause to be
released at or prior to Closing (with Seller having the right to apply the
Purchase Price or a portion thereof for such purpose), and Seller shall deliver
the Property free and clear of any such liens. Seller further agrees to remove
any exceptions or encumbrances to title which are voluntarily created by, under
or through Seller after the Effective Date without Purchaser's consent (if
requested, such consent shall not be unreasonably withheld or delayed). The term
"Permitted Exceptions" shall mean: the specific exceptions (excluding standard
exceptions that are part of the promulgated title insurance form for the Title
Policy) in the Title Commitment that the Title Company has not agreed to remove
from the Title Commitment as of the end of the Title and Survey Review Period
and that Seller is not required to remove as provided above or has not otherwise
agreed to remove; matters created by, through or under Purchaser; items shown on
the Survey which have not been objected to as of the end of the Inspection
Period; real estate taxes for the year in which the Closing occurs which are not
yet due and payable; rights of tenants under the Leases; rights of tenants or
licensees under License Agreements; and any licensees under any Service
Contracts (approved by Purchaser) not terminated as of Closing.

     5.4 Delivery of Title Policy at Closing. In the event that the Title
Company does not issue at Closing, or unconditionally commit at Closing to
issue, to Purchaser, an owner's title policy in accordance with the Title
Commitment, insuring Purchaser's title to the Property in the amount of the
Purchase Price, subject only to the standard exceptions and exclusions from
coverage contained in such policy and the Permitted Exceptions (the "Title
Policy"), Purchaser shall have the right to terminate this Agreement, in which
case the Earnest Money shall be immediately returned to Purchaser and the
parties hereto shall have no further rights or obligations, other than those
that by their terms survive the termination of this Agreement.

                    ARTICLE 6. - Operations and Risk of Loss
                                 ---------------------------

     6.1 Ongoing Operations. From the Effective Date through Closing:

         6.1.1 Leases, Service Contracts and License Agreements. Seller will
timely perform its material obligations under the Leases, Service Contracts and
License Agreements.

         6.1.2 New Contracts. Except as provided in Subsection 6.1.4, Seller
will not enter into any contract that will be an obligation affecting the
Property subsequent to the Closing, except contracts entered into in the
ordinary course of business that are terminable without cause and without the
payment of any termination penalty on not more than thirty (30) days' prior
notice.

         6.1.3 Maintenance of Improvements; Removal of Personal Property.
Subject to Sections 6.2 and 6.3, Seller shall maintain all Improvements
substantially in their present condition (ordinary wear and tear and casualty
excepted) and in a manner consistent with Seller's maintenance of the
Improvements during Seller's period of ownership. Seller will not remove any

                                       13

<PAGE>


Tangible Personal Property except as may be required for necessary repair or
replacement, and replacement shall be of substantially similar quality and
quantity as the removed item of Tangible Personal Property.

         6.1.4 Leasing; License Agreements. Seller will not amend or terminate
any existing Lease or License Agreement or enter into any new Lease or new
License Agreement without providing Purchaser (i) all relevant supporting
documentation, as reasonably determined by Seller, including, without
limitation, tenant financial information to the extent in Seller's possession,
and (ii) as to any such amendment or termination of a Lease or License Agreement
or new Lease or new License Agreement which is to be executed after the
expiration of the Inspection Period, Seller's request for Purchaser's approval.
If Purchaser's consent is requested by Seller as to any amendment or termination
of a Lease or License Agreement, or as to a new Lease or new License Agreement,
Purchaser agrees to give Seller written notice of approval or disapproval of a
proposed amendment or termination of a Lease or License Agreement or new Lease
or new License Agreement within five (5) business days after Purchaser's
receipt- of the items in (i) and (ii) of this Subsection 6.1.4. If Purchaser
does not respond to Seller's request within such time period, then Purchaser
will be deemed to have approved such amendment, termination or new Lease or new
License Agreement. Purchaser's approval rights and obligations will vary
depending on whether the request for approval from Seller is delivered to
Purchaser before or after the expiration of the Inspection Period, as follows:

               (a) With respect to a request for approval delivered by Seller to
     Purchaser at least five (5) business days before the expiration of the
     Inspection Period, Purchaser's consent shall not be required. Moreover,
     whether or not Purchaser consents to an amendment or termination of a Lease
     or License Agreement or the entering into of a new Lease or License
     Agreement, Seller may amend or terminate a Lease or License Agreement or
     enter into a new Lease or License Agreement at anytime prior to the
     expiration of the Inspection Period; however, if Purchaser does not consent
     to same or is not deemed to have approved same, and if Seller elects to
     amend or terminate a Lease or License Agreement or enter into a new Lease
     or License Agreement notwithstanding Purchaser's failure to approve same,
     then Purchaser may, at the time Seller notifies Purchaser of the execution
     of said amendment, termination or new Lease or License Agreement, elect to
     terminate this Agreement and receive a return of the Earnest Money;
     provided that if Purchaser does not elect to terminate within five (5) days
     after said notification from Seller, then Purchaser shall have waived its
     right to terminate pursuant to this Subsection 6.1.4.

               (b) With respect to a request for approval delivered by Seller to
     Purchaser within five (5) business days after the expiration of the
     Inspection Period, Purchaser may withhold its consent at its sole
     discretion, and Seller may not amend or terminate a Lease or License
     Agreement or enter into a new Lease or new License Agreement without
     Purchaser's written consent.

     6.2 Damage. If prior to Closing the Property is damaged by fire or other
casualty, Seller shall estimate the cost to repair and the time required to
complete repairs and will provide Purchaser written notice of Seller's
estimation (the "Casualty Notice") as soon as reasonably possible after the
occurrence of the casualty.

                                       14

<PAGE>


         6.2.1 Material. In the event of any Material Damage to or destruction
of the Property or any portion thereof prior to Closing, either Seller or
Purchaser may, at its option, terminate this Agreement by delivering written
notice to the other on or before the expiration of thirty (30) days after the
date Seller delivers the Casualty Notice to Purchaser (and if necessary, the
Closing Date shall be extended to give the parties the full thirty-day period to
make such election and to obtain insurance settlement agreements with Seller's
insurers). Upon any such termination, the Earnest Money shall be returned to
Purchaser and the parties hereto shall have no further rights or obligations
hereunder, other than those that by their terms survive the termination of this
Agreement. If neither Seller nor Purchaser so terminates this Agreement within
said thirty (30) day period, then the parties shall proceed under this Agreement
and close on schedule (subject to extension of Closing as provided above), and
as of Closing Seller shall assign to Purchaser, without representation or
warranty by or recourse against Seller, all of Seller's rights in and to any
insurance proceeds (including any rent loss insurance applicable to any period
on and after the Closing Date) payable to Seller as a result of such damage or
destruction and Purchaser shall assume full responsibility for all needed
repairs, and Purchaser shall receive a credit at Closing for any deductible
amount under such insurance policies (but the amount of the deductible plus
insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B)
the Purchase Price and a pro rata share of the rental or business loss proceeds,
if any). For the purposes of this Agreement, "Material Damage" and "Materially
Damaged" means damage which, in Seller's reasonable estimation, exceeds
$200,000.00 to repair or which, in Seller's reasonable estimation, will take
longer than ninety (90) days to repair.

         6.2.2 Not Material. If the Property is not Materially Damaged, then
neither Purchaser nor Seller shall have the right to terminate this Agreement,
and Seller shall, at its option, either (i) repair the damage before the Closing
in a manner reasonably satisfactory to Purchaser, or (ii) credit Purchaser at
Closing for the reasonable cost to complete the repair (in which case Seller
shall retain all insurance proceeds and Purchaser shall assume full
responsibility for all needed repairs).

     6.3 Condemnation. If proceedings in eminent domain are instituted with
respect to the Property or any portion thereof, Purchaser may, at its option, by
written notice to Seller given within ten (10) days after Seller notifies
Purchaser of such proceedings (and if necessary the Closing Date shall be
automatically extended to give Purchaser the full ten-day period to make such
election), either: (i) terminate this Agreement, in which case the Earnest Money
shall be immediately returned to Purchaser and the parties hereto shall have no
further rights or obligations, other than those that by their terms survive the
termination of this Agreement, or (ii) proceed under this Agreement, in which
event Seller shall, at the Closing, assign to Purchaser its entire right, title
and interest in and to any condemnation award, and Purchaser shall have the sole
right after the Closing to negotiate and otherwise deal with the condemning
authority in respect of such matter. If Purchaser does not give Seller written
notice of its election within the time required above, then Purchaser shall be
deemed to have elected option (ii) above.

                              ARTICLE 7. - Closing
                                           -------

     7.1 Closing. The consummation of the transaction' contemplated herein
("Closing") shall occur on the Closing Date at the offices of Escrow Agent (or
such other location as may be mutually agreed upon by Seller and Purchaser).
Funds shall be deposited into and held by Escrow Agent in a closing escrow

                                       15

<PAGE>


account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or
completion of all closing conditions and deliveries, the parties shall direct
Escrow Agent to immediately record and deliver the closing documents to the
appropriate parties and make disbursements according to the closing statements
executed by Seller and Purchaser.

     7.2 Conditions 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 transactions contemplated
hereunder are conditioned upon the following:

         7.2.1 Representations and Warranties. 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;

         7.2.2 Deliveries. As of the Closing Date, the other party shall have
tendered all deliveries to be made at Closing; and

         7.2.3 Actions, Suits, etc. There shall exist no pending or threatened
actions, suits, arbitrations, claims, attachments, proceedings, assignments for
the benefit of creditors, insolvency, bankruptcy, reorganization or other
proceedings, against the other party that would materially and adversely affect
the operation or value of the Property or the other party's ability to perform
its obligations under this Agreement.

     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
as of the Closing Date (or such earlier date as is provided herein), such party
may, in its sole discretion, terminate this Agreement by delivering written
notice to the other party on or before the Closing Date (or such earlier date as
is provided herein), or elect to close (or to permit any such earlier
termination deadline to pass) notwithstanding the non-satisfaction of such
condition, in which event such party shall be deemed to have waived any such
condition. In the event such party elects to close (or to permit any such
earlier termination deadline to pass), notwithstanding the non-satisfaction of
such condition, said party shall be deemed to have waived said condition, and
there shall be no liability on the part of any other party hereto for breaches
of representations and warranties of which the party electing to close had
knowledge at the Closing.

     7.3 Seller's Deliveries in Escrow. As of or prior to the Closing Date,
Seller shall deliver in escrow to Escrow Agent the following:

         7.3.1 Deed. A special warranty or other limited warranty deed in a form
attached hereto as Exhibit A-1 (as Seller's local counsel or Title Company shall
advise, warranting title only against any party claiming by, .through or under
Seller) in form acceptable for recordation under the law of the state where the
Property is located and restating (in summary form) the provisions of Article 11
hereof and including a list of Permitted Exceptions to which the conveyance
shall be subject, executed and acknowledged by Seller, conveying to Purchaser
Seller's interest in the Real Property (the "Deed");

         7.3.2 Bill of Sale, Assignment and Assumption. A Bill of Sale,
Assignment and Assumption of Leases and Contracts in the form of Exhibit B
attached hereto (the "Assignment"), executed and acknowledged by Seller, vesting
in Purchaser, Seller's right, title and interest in and to the property
described therein free of any claims, except for the Permitted Exceptions to the
extent applicable;

                                       16

<PAGE>


         7.3.3 Conveyancing or Transfer Tax Forms or Returns. Such conveyancing
or transfer tax forms or returns, if any, as are required to be delivered or
signed by Seller by applicable state and local law in connection with the
conveyance of the Real Property;

         7.3.4 FIRPTA. A Foreign Investment in Real Property Tax Act affidavit
executed by Seller;

         7.3.5 Authority. Evidence of the existence, organization and authority
of Seller and of the authority of the persons executing documents on behalf of
Seller reasonably satisfactory to the underwriter for the Title Policy; and

         7.3.6 Additional Documents. Any additional documents that Purchaser,
Escrow Agent or the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement (provided,
however, no such additional document shall expand any obligation, covenant,
representation or warranty of Seller or result in any new or additional
obligation, covenant, representation or warranty of Seller under this Agreement
beyond those expressly set forth in this Agreement).

     7.4 Purchaser's Deliveries in Escrow. As of or prior to the Closing Date,
Purchaser shall deliver in escrow to Escrow Agent the following:

         7.4.1 Bill of Sale, Assignment and Assumption. The Assignment, executed
and acknowledged by Purchaser;

         7.4.2 ERISA Letter. A letter to Seller in the form of Exhibit C
attached hereto duly executed by Purchaser, confirming that Purchaser is not
acquiring the Property with the assets of an employee benefit plan as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")
and, in the event Purchaser is unable or unwilling to make such a
representation, Purchaser shall be deemed to be in default hereunder, and Seller
shall have the right to terminate this Agreement and to receive and retain the
Earnest Money;

         7.4.3 Conveyancing or Transfer Tax Forms or Returns. Such conveyancing
or transfer tax forms or returns, if any, as are required to be delivered or
signed by Purchaser by applicable state and local law in connection with the
conveyance of Real Property; and

         7.4.4 Additional Documents. Any additional documents that Seller,
Escrow Agent or the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement (provided,
however, no such additional document shall expand any obligation, covenant,
representation or warranty of Purchaser or result in any new or additional
obligation, covenant, representation or warranty of Purchaser under this
Agreement beyond those expressly set forth in this Agreement).

     7.5 Closing Statements. As of or prior to the Closing Date, Seller and
Purchaser shall deposit with Escrow Agent executed closing statements consistent
with this Agreement in the form required by Escrow Agent.

                                       17

<PAGE>


     7.6 Purchase Price. At or before 1:00 p.m. local time on the Closing Date,
Purchaser shall deliver to Escrow Agent the Purchase Price, less the Earnest
Money that is applied to the Purchase Price, plus or minus applicable
prorations, in immediate, same-day U.S. federal funds wired for credit into
Escrow Agent's escrow account, which funds must be delivered in a manner to
permit Escrow Agent to deliver good funds to Seller or its designee on the
Closing Date (and, if requested by Seller, by wire transfer); in the event that
Escrow Agent is unable to deliver good funds to Seller or its designee on the
Closing Date, then the closing statements and related prorations will be revised
as necessary.

     7.7 Possession. Seller shall deliver possession of the Property to
Purchaser at the Closing subject only to the Permitted Exceptions.

     7.8 Delivery of Books and Records. After the Closing, Seller shall deliver
to the offices of Purchaser's property manager or to the Real Property, to the
extent in Seller's or its property manager's possession or control, original
copies of the following: Lease Files; License Agreements; maintenance records
and warranties; plans and specifications; licenses, permits and certificates of
occupancy; copies or originals of all books and records of account, contracts,
and copies of correspondence with tenants and suppliers; receipts for deposits,
unpaid bills and other papers or documents which pertain to the Property; all
advertising materials; booklets; keys; and other items, if any, used in the
operation of the Property.

     7.9 Notice to Tenants. Seller and Purchaser shall each execute, and
Purchaser shall deliver to each tenant immediately after the Closing, a notice
regarding the sale in substantially the form of Exhibit D attached hereto, or
such other form as may be required by applicable state law. This obligation on
the part of Purchaser shall survive the Closing.

                 ARTICLE 8. - Prorations, Deposits, Commissions
                              ---------------------------------

     8.1 Prorations. At Closing, the following items shall be prorated as of the
date of Closing with all items of income and expense for the Property being
borne by Purchaser from and after (but including) the date of Closing: Tenant
Receivables (defined below) and other income and rents that have been collected
by Seller as of Closing; fees and assessments; prepaid expenses and obligations
under Service Contracts; accrued operating expenses; real and personal ad
valorem taxes ("Taxes"); and any assessments by private covenant for the
then-current calendar year of Closing. Specifically, the following shall apply
to such prorations and to post-Closing collections of Tenant Receivables:

         8.1.1 Taxes. If Taxes for the year of Closing are not known or cannot
be reasonably estimated, Taxes shall be prorated based on Taxes for the year
prior to Closing. Any additional Taxes relating to the year of Closing or prior
years arising out of a change in the use of the Real Property or a change in
ownership shall be assumed by Purchaser effective as of Closing and paid by
Purchaser when due and payable, and Purchaser shall indemnify Seller from and
against any and all such Taxes, which indemnification obligation shall survive
the Closing.

         8.1.2 Utilities. Purchaser shall take all steps necessary to effectuate
the transfer of all utilities to its name as of the Closing Date, and where
necessary, post deposits with the utility companies. Seller shall ensure that
all utility meters are read as of the Closing Date. Seller shall be entitled to
recover any and all deposits held by any utility company as of the Closing Date.

                                       18

<PAGE>


         8.1.3 Tenant Receivables. Rents due from tenants under Leases and from
tenants or licensees under License Agreements and operating expenses and/or
taxes payable by tenants under Leases (collectively, "Tenant Receivables") and
not collected by Seller as of Closing shall not be prorated between Seller and
Purchaser at Closing but shall be apportioned on the basis of the period for
which the same is payable and if, as and when collected, as follows:

           (a) Tenant Receivables and other income received from tenants under
     Leases and/or tenants or licensees under License Agreements after Closing
     shall be applied in the following order of priority: (i) first, to Tenant
     Receivables first coming due after Closing and applicable to the period of
     time after Closing, which amount shall be retained by Purchaser; (ii)
     second, to payment of Tenant Receivables first coming due after Closing but
     applicable to the period of time before Closing, including, without
     limitation, the Tenant Receivables described in Subsection 8.1.3(b) below
     (collectively, "Unbilled Tenant Receivables"), which amount shall be
     delivered to Seller; (iii) third, to payment of the current Tenant
     Receivables then due for the month in which the Closing Date occurs, which
     amount shall be apportioned between Purchaser and Seller as of the Closing
     Date as set forth in Section 8.1 hereof (with Seller's portion thereof to
     be delivered to Seller); and (iv) thereafter, to delinquent Tenant
     Receivables which were due and payable as of Closing but not collected by
     Seller as of Closing (collectively, "Uncollected Delinquent Tenant
     Receivables"), which amount shall be delivered to Seller. Notwithstanding
     the foregoing, Seller shall have the right to pursue the collection of
     Uncollected Delinquent Tenant Receivables for a period of one (1) year
     after Closing without prejudice to Seller's rights or Purchaser's
     obligations hereunder, provided, however, Seller shall have no right to
     cause any such tenant or licensee to be evicted or to exercise any other
     "landlord" remedy (as set forth in such tenant's Lease or licensee's
     License agreement) against such tenant other than to sue tenants no longer
     in possession of the premises at the Property for collection. Any sums
     received by Purchaser to which Seller is entitled shall be held in trust
     for Seller on account of such past due rents payable to Seller, and
     Purchaser shall remit to Seller any such sums received by Purchaser to
     which Seller is entitled within ten (10) business days after receipt
     thereof less reasonable, actual costs and expenses of collection, including
     reasonable attorneys' fees, court costs and disbursements, if any. Seller
     expressly agrees that if Seller receives any amounts after the Closing Date
     which are attributable, in whole or in part, to any period after the
     Closing Date, Seller shall remit to Purchaser that portion of the monies so
     received by Seller to which Purchaser is entitled within ten (10) business
     days after receipt thereof. With respect to Unbilled Tenant Receivables,
     Purchaser covenants and agrees to (A) bill the same when billable and (B)
     cooperate with Seller to determine the correct amount of operating expenses
     and/or taxes due. The provisions of this Subsection 8.1.3(a) shall survive
     the Closing.


           (b) Without limiting the generality of the requirements of Subsection
     8.1.3(a)(ii) above, if the final reconciliation or determination of
     operating expenses and/or taxes due under the Leases shows that a net
     amount is owed by Seller to Purchaser, said amount shall be paid by Seller
     to Purchaser within ten (10) business days of such final determination

                                       19

<PAGE>


     under the Leases. If the final determination of operating expenses and/or
     taxes due under the Leases shows that a net amount is owed by Purchaser to
     Seller, Purchaser shall, within ten (10) business days of such final
     determination, remit said amount to Seller. Purchaser agrees to receive and
     hold any monies received on account of such past due expenses and/or taxes
     for Seller and to pay same promptly to Seller as aforesaid. The provisions
     of this Subsection 8.1.3(b) shall survive the Closing.

     8.2 Leasing Costs. Seller agrees to pay or discharge at or prior to Closing
all leasing commissions, costs for tenant improvements, lease buyout costs,
moving allowances, design allowances, legal fees and other costs, expenses and
allowances incurred in order to induce a tenant to enter into a Lease or Lease
renewal or extension (collectively, "Leasing Costs") that are due prior to
Closing with respect to Leases and License Agreements in force as of or prior to
the Effective Date; provided, however, that Seller shall have no obligation to
pay, and Purchaser shall assume the obligation to pay, all Leasing Costs payable
with respect to any option to renew or option to expand that has not been
exercised prior to the Effective Date, which obligation shall survive the
Closing. As of Closing, Purchaser shall assume Seller's obligations for Leasing
Costs incurred with respect to Leases and Lease renewals and extensions and
License Agreements and License Agreement renewals and extensions executed
subsequent to the Effective Date.

     8.3 Closing Costs. Closing costs shall be allocated between Seller and
Purchaser in accordance with Section 1.2.

     8.4 Final Adjustment After Closing. If final bills are not available or
cannot be issued prior to Closing for any item being prorated under Section 8.1,
then Purchaser and Seller agree to allocate such items on a fair and equitable
basis as soon as such bills are available, final adjustment to be made as soon
as reasonably possible after the Closing. Payments in connection with the final
adjustment shall be due within thirty (30) days of written notice. All such
rights and obligations shall survive the Closing.

     8.5 Tenant Deposits. All tenant and licensee security deposits collected
and not applied by Seller (and interest thereon if required by law or contract)
shall be transferred or credited to Purchaser at Closing. As of the Closing,
Purchaser shall assume Seller's obligations related to tenant and licensee
security deposits; but only to the extent they are credited or transferred to
Purchaser.

     8.6 Commissions. Seller shall be responsible to Broker for a real estate
sales commission at Closing (but only in the event of a Closing in strict
accordance with this Agreement) in accordance with a separate agreement between
Seller and Broker. Broker may share its commission with any Co-Broker and any
other licensed broker involved in this transaction, but the payment of the
commission by Seller to Broker shall fully satisfy any obligations of Seller to
pay a commission hereunder. Under no circumstances shall Seller owe a commission
or other compensation directly to any Co-Broker or any other broker, agent or
person. Any cooperating broker shall not be an affiliate, subsidiary or related
in any way to Purchaser. Other than as stated above in this Section 8.6, Seller
and Purchaser each represent and warrant to the other that no real estate
brokerage commission is payable to any person or entity in connection with the

                                       20

<PAGE>


transaction contemplated hereby, and each agrees to and does hereby indemnify
and hold the other harmless against the payment of any commission to any other
person or entity claiming by, through or under Seller or Purchaser, as
applicable. This indemnification shall extend to any and all claims,
liabilities, costs and expenses (including reasonable attorneys' fees and
litigation costs) arising as a result of such claims and shall survive the
Closing.

                  ARTICLE 9. - Representations and Warranties
                               ------------------------------

     9.1 Seller's Representations and Warranties. Seller represents and warrants
to Purchaser that as of the date of Closing:

         9.1.1 Organization and Authority. Seller has been duly organized, is
validly existing as a Delaware limited partnership, and is in good standing in
the State of Delaware and is qualified to do business in the State of Colorado.
Seller has the full right and authority and has obtained any and all consents
required to enter into this Agreement and to consummate or cause to be
consummated the transactions contemplated hereby. This Agreement has been, and
all of the documents to be delivered by Seller at the Closing will be,
authorized and executed and constitute, or will constitute, as appropriate, the
valid and binding obligation of Seller, enforceable in accordance with their
terms.

         9.1.2 Conflicts and Pending Actions. There is no agreement to which
Seller is a party or, to Seller's knowledge, that is binding on Seller which is
in conflict with this Agreement, which challenges or impairs Seller's ability to
execute or perform its obligations under this Agreement. To Seller's knowledge,
there is no action or proceeding or litigation pending or threatened against
Seller or relating to the Property.

         9.1.3 Tenant/Leases. As of the Effective Date, Exhibit F is a true,
correct and complete list of all tenants of the Property and the Lease Files
include true and correct copies of the leases and all amendments.

         9.1.4 Service Contracts and License Agreements. To Seller's knowledge,
the list and copies of Service Contracts and License Agreements to be delivered
to Purchaser pursuant to this Agreement will be correct and complete as of the
date of delivery.

         9.1.5 Notices from Governmental Authorities. To Seller's knowledge,
Seller has not received from any governmental authority written notice of any
material violation of any laws (including, but not limited to, environmental
laws) applicable (or alleged to be applicable) to the Real Property, or any part
thereof, that has not been corrected, except as may be disclosed by the Property
Documents or otherwise disclosed in writing to Purchaser.

         9.1.6 Seller's Actions. Seller has not deposited or released any
Hazardous Materials (as defined below) on the Property in violation of any
applicable laws, rule or regulations in existence as of the Effective Date.

         9.1.7 Seller's Knowledge. Seller represents and warrants that Paul
Garancis is the person most knowledgeable with respect to the Property and the
representations and warranties contained herein.

                                       21

<PAGE>


     9.2 Purchaser's Representations and Warranties. Purchaser represents and
warrants to Seller that:

         9.2.1 Organization and Authority. Purchaser has been duly organized and
is validly existing as a corporation in good standing in the State of Maryland
and is qualified to do business in the state in which the Real Property is
located. Purchaser has the full right and authority and has obtained any and all
consents required to enter into this Agreement and to consummate or cause to be
consummated the transactions contemplated hereby. This Agreement has been, and
all of the documents to be delivered by Purchaser at the Closing will be,
authorized and properly executed and constitute, or will constitute, as
appropriate, the valid and binding obligation of Purchaser, enforceable in
accordance with their terms.

         9.2.2 Conflicts and Pending Action. There is no agreement to which
Purchaser is a party or to Purchaser's knowledge binding on Purchaser which is
in conflict with this Agreement. There is no action or proceeding pending or, to
Purchaser's knowledge, threatened against Purchaser which challenges or impairs
Purchaser's ability to execute or perform its obligations under this Agreement.

     9.3 Survival of Representations and Warranties. The representations and
warranties set forth in this Article 9 are made as of the date of this Agreement
and, except in the case of Subsection 9.1.5, are remade as of the Closing Date
and shall not be deemed to be merged into or waived by the instruments of
Closing, but shall survive the Closing for a period of twelve (12) months (the
"Survival Period"). Terms such as "to Seller's knowledge," "to the best of
Seller's knowledge" or like phrases mean the actual present and conscious
awareness or knowledge of Paul Garancis, asset manager of the Property ("Asset
Manager's Employee"), without any duty of inquiry or investigation; provided
that so qualifying Seller's knowledge shall in no event give rise to any
personal liability on the part of Asset Manager's Employee or any other officer
or employee of Seller or its Asset Manager, on account of any breach of any
representation or warranty made by Seller herein. Said terms do not include
constructive knowledge, imputed knowledge, or knowledge Seller or such persons
do not have but could have obtained through further investigation or inquiry. No
broker, agent, or party other than Seller is authorized to make any
representation or warranty for or on behalf of Seller. Each party shall have the
right to bring an action against the other on the breach of a representation or
warranty hereunder, but only on the following conditions: (i) the party bringing
the action for breach first actually learns of the breach after Closing and
files such action within the Survival Period, and (ii) neither party shall have
the right to bring a cause of action for a breach of a representation or
warranty unless the damage to such party on account of such breach (individually
or when combined with damages from other breaches) equals or exceeds $25,000.00.
Neither party shall have any liability after Closing for the breach of a
representation or warranty hereunder of which the other party hereto had actual
knowledge as of Closing. Furthermore, Purchaser agrees that the maximum
liability of Seller for the alleged breach of any or all representations or
warranties set forth in this Agreement is limited to $350,000.00. The provisions
of this Section 9.3 shall survive the Closing. Any breach of a representation or
warranty that occurs prior to Closing shall be governed by Article 10.

                                       22

<PAGE>


                       ARTICLE 10. - Default and Remedies
                                     --------------------

     10.1 Seller's Remedies. If Purchaser fails to perform its obligations
pursuant to this Agreement at or prior to Closing for any reason except failure
by Seller to perform hereunder, or if prior to Closing any one or more of
Purchaser's representations or warranties are breached in any material respect,
Seller shall be entitled, as its sole remedy (except as provided in Sections
4.11, 8.6, 10.3 and 10.4 hereof), to terminate this Agreement and recover the
Earnest Money as liquidated damages and not as penalty, in full satisfaction of
claims against Purchaser hereunder. Seller and Purchaser agree that Seller's
damages resulting from Purchaser's default are difficult, if not impossible, to
determine and the Earnest Money is a fair estimate of those damages which has
been agreed to in an effort to cause the amount of such damages to be certain.
Notwithstanding anything in this Section 10.1 or in Exhibit G to the contrary,
in the event of Purchaser's default or a termination of this Agreement, Seller
shall have all remedies available at law or in equity in the event Purchaser or
any party related to or affiliated with Purchaser is asserting any claims or
right to the Property that would unreasonably delay or prevent Seller from
having clear, indefeasible and marketable title to the Property, and in said
event Seller shall not be required to submit such matter to arbitration as
contemplated by Exhibit G. In all other events Seller's remedies shall be
limited to those described in this Section 10.1 and Sections 4.11, 8.6, 10.3 and
10.4 hereof. If Closing is consummated, Seller shall have all remedies available
at law or in equity in the event Purchaser fails to perform any obligation that
survives the Closing of this Agreement.

     10.2 Purchaser's Remedies. If Seller fails to perform its obligations
pursuant to this Agreement for any reason except failure by Purchaser to perform
hereunder, or if prior to Closing any one or more of Seller's representations or
warranties are breached in any material respect, Purchaser shall elect, as its
sole remedy, either to (i) terminate this Agreement by giving Seller timely
written notice of such election prior to or at Closing and recover the Earnest
Money, (ii) enforce specific performance, or (iii) waive said failure or breach
and proceed to Closing. Notwithstanding anything herein to the contrary,
Purchaser shall be deemed to have elected to terminate this Agreement if
Purchaser fails to deliver to Seller written notice of its intent to file a
claim or assert a cause of action for specific performance against Seller on or
before ten (10) business days following the scheduled Closing Date or, having
given such notice, fails to file a lawsuit asserting such claim or cause of
action in the county in which the Property is located within two (2) months
following the scheduled Closing Date. Purchaser's remedies shall be limited to
those described in this Section 10.2 and Sections 10.3 and 10.4 hereof. If,
however, the equitable remedy of specific performance is not available,
Purchaser may seek any other right or remedy available at law or in equity;
provided, however, that in no event shall Seller's liability exceed the lesser
of (i) $50,000.00 or (ii) the actual reasonable out-of-pocket expenses incurred
by Purchaser and incurred directly in connection with the negotiation of this
Agreement or the due diligence activities performed by Purchaser or at
Purchaser's direction in connection with the performance of examinations,
inspections and/or investigations pursuant to Article 4. For purposes of this
provision, specific performance shall be considered not available to Purchaser
only if a court of competent jurisdiction (or an arbitrator, as per Exhibit G)
determines conclusively that Purchaser is entitled to specific performance on
the merits of its claim but said court or arbitrator is unable to enforce
specific performance due to reasons beyond the control of the court or
arbitrator. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS,
SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF

                                       23

<PAGE>


THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY
FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE,
EQUITY OR OTHERWISE.

     10.3 Attorneys' Fees. In the event either party hereto employs an attorney
in connection with claims by one party against the other arising from the
operation of this Agreement, the non-prevailing party shall pay the prevailing
party all reasonable fees and expenses, including attorneys' fees, incurred in
connection with such transaction.

     10.4 Other Expenses. If this Agreement is terminated due to the default of
a party, then the defaulting party shall pay any fees or charges due to Escrow
Agent for holding the Earnest Money as well as any escrow cancellation fees or
charges and any fees or charges due to the Title Company for preparation and/or
cancellation of the Title Commitment.

                ARTICLE 11. - Disclaimers, Release and Indemnity
                              ----------------------------------

     11.1 Disclaimers By Seller. Except as expressly set forth in this Agreement
and any document executed by Seller and delivered to Purchaser at Closing, it is
understood and agreed that Seller and Asset Manager have not at any time made
and are not now making, and they specifically disclaim, any warranties or
representations of any kind or character, express or implied, with respect to
the Property, including, but not limited to, warranties or representations as to
(i) matters of title, (ii) environmental matters relating to the Property or any
portion thereof, including, without limitation, the presence of Hazardous
Materials in, on, under or in the vicinity of the Property, (iii) geological
conditions, including, without limitation, subsidence, subsurface conditions,
water table, underground water reservoirs, limitations regarding the withdrawal
of water, and geologic faults and the resulting damage of past and/or future
faulting, (iv) whether, and to the extent to which the Property or any portion
thereof is affected by any stream (surface or underground), body of water,
wetlands, flood prone area, flood plain, floodway or special flood hazard, (v)
drainage, (vi) soil conditions, including the existence of instability, past
soil repairs, soil additions or conditions of soil fill, or susceptibility to
landslides, or the sufficiency of any underscoring, (vii) the presence of
endangered species or any environmentally sensitive or protected areas, (viii)
zoning or building entitlements to which the Property or any portion thereof may
be subject, (ix) the availability of any utilities to the Property or any
portion thereof including, without limitation, water, sewage, gas and electric,
(x) usages of adjoining property, (xi) access to the Property or any portion
thereof, (xii) the value, compliance with the plans and specifications, size,
location, age, use, design, quality, description, suitability, structural
integrity, operation, title to, or physical or financial condition of the
Property or any portion thereof, or any income, expenses, charges, liens,
encumbrances, rights or claims on or affecting or pertaining to the Property or
any part thereof, (xiii) the condition or use of the Property or compliance of
the Property with any or all past, present or future federal, state or local
ordinances, rules, regulations or laws, building, fire or zoning ordinances,
codes or other similar laws, (xiv) the existence or non-existence of underground
storage tanks, surface impoundments, or landfills, (xv) the merchantability of
the Property or fitness of the Property for any particular purpose, (xvi) the
truth, accuracy or completeness of the Property Documents, (xvii) tax
consequences, or (xviii) any other matter or thing with respect to the Property.

                                       24

<PAGE>


     11.2 Sale "As Is, Where Is." Purchaser acknowledges and agrees that upon
Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept
the Property "AS IS, WHERE IS, WITH ALL FAULTS," except to the extent expressly
provided otherwise in this Agreement and any document executed by Seller and
delivered to Purchaser at Closing. Except as expressly set forth in this
Agreement, Purchaser has not relied and will not rely on, and Seller has not
made and is not liable for or bound by, any express or implied warranties,
guarantees, statements, representations or information pertaining to the
Property or relating thereto (including specifically, without limitation,
Property information packages distributed with respect to the Property) made or
furnished by Seller, the Asset Manager of the Property, or any real estate
broker, agent or third party representing or purporting to represent Seller, to
whomever made or given, directly or indirectly, orally or in writing. Purchaser
represents that it is a knowledgeable, experienced and sophisticated purchaser
of real estate and that, except as expressly set forth in this Agreement, it is
relying solely on its own expertise and that of Purchaser's consultants in
purchasing the Property and shall make an independent verification of the
accuracy of any documents and information provided by Seller. Purchaser will
conduct such inspections and investigations of the Property as Purchaser deems
necessary, including, but not limited to, the physical and environmental
conditions thereof, and shall rely upon same. By failing to terminate this
Agreement prior to the expiration of the Inspection Period, Purchaser
acknowledges that Seller has afforded Purchaser a full opportunity to conduct
such investigations of the Property as Purchaser deemed necessary to satisfy
itself as to the condition of the Property and the existence or non-existence or
curative action to be taken with respect to any Hazardous Materials on or
discharged from the Property, and will rely solely upon same and not upon any
information provided by or on behalf of Seller or its agents or employees with
respect thereto, other than such representations, warranties and covenants of
Seller as are expressly set forth in this Agreement. Upon Closing, Purchaser
shall assume the risk that adverse matters, including, but not limited to,
adverse physical or construction defects or adverse environmental, health or
safety conditions, may not have been revealed by Purchaser's inspections and
investigations.

Purchaser's Initials
                    ---------------

     11.3 Seller Released from Liability. Purchaser acknowledges that it will
have the opportunity to inspect the Property during the Inspection Period, and
during such period, observe its physical characteristics and existing conditions
and the opportunity to conduct such investigation and study on and of the
Property and adjacent areas as Purchaser deems necessary, and, except for any
representations and warranties explicitly set forth herein which shall be
governed by Section 9.3 hereof, Purchaser hereby FOREVER RELEASES AND DISCHARGES
Seller and Asset Manager from all responsibility and liability, including
without limitation, liabilities under the Comprehensive Environmental Response,
Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as
amended ("CERCLA"), regarding the condition, valuation, salability or utility of
the Property, or its suitability for any purpose whatsoever (including, but not
limited to, with respect to the presence in the soil, air, structures and
surface and subsurface waters, of Hazardous Materials or other materials or
substances that have been or may in the future be determined to be toxic,
hazardous, undesirable or subject to regulation and that may need to be
specially treated, handled and/or removed from the Property under current or
future federal, state and local laws, regulations or guidelines, and any
structural and geologic conditions, subsurface soil and water conditions and
solid and hazardous waste and Hazardous Materials on, under, adjacent to or
otherwise affecting the Property). Purchaser further hereby WAIVES (and by

                                       25

<PAGE>


Closing this transaction will be deemed to have WAIVED) any and all objections
and complaints (including, but not limited to, federal, state and local
statutory and common law based actions, and any private right of action under
any federal, state or local laws, regulations or guidelines to which the
Property is or maybe subject, including, but not limited to, CERCLA) concerning
the physical characteristics and any existing conditions of the Property.
Purchaser further hereby assumes the risk of changes- in applicable laws and
regulations relating to past, present and future environmental conditions on the
Property and the risk that adverse physical characteristics and conditions,
including, without limitation, the presence of Hazardous Materials or other
contaminants, may not have been revealed by its investigation.

     11.4 "Hazardous Materials" Defined. For purposes hereof, "Hazardous
Materials" means "Hazardous. Material," "Hazardous Substance," "Pollutant or
Contaminant," and "Petroleum" and "Natural Gas Liquids," as those terms are
defined or used in Section 101 of CERCLA, and any other substances regulated
because of their effect or potential effect on public health and the
environment, including, without limitation, PCBs, lead paint, asbestos, urea
formaldehyde, radioactive materials, putrescible materials, and infectious
materials.

     11.5 Indemnity. Purchaser agrees to indemnify and hold Seller harmless of
and from any and all liabilities, claims, demands, and expenses of any kind or
nature (collectively "Claims") which arise or accrue after Closing, and which
are in any way related to the ownership, maintenance, or operation of the
Property by Purchaser and its successors and assigns, including, without
limitation, in connection with Hazardous Materials. This indemnity shall not
include any Claim arising prior to Closing which is attributable to Seller's
negligence or willful misconduct.

     11.6 Survival. The terms and conditions of this Article 11 shall expressly
survive the Closing, not merge with the provisions of any closing documents and
shall be incorporated into the Deed.

     Purchaser acknowledges and agrees that the disclaimers and other agreements
set forth herein are an integral part of this Agreement and that Seller would
not have agreed to sell the Property to Purchaser for the Purchase Price without
the disclaimers and other agreements set forth above.

                          ARTICLE 12. - Miscellaneous
                                        -------------

     12.1 Parties Bound; Assignment. This Agreement, and the terms, covenants,
and conditions herein contained, shall inure to the benefit of and be binding
upon the heirs, personal representatives, successors, and assigns of each of the
parties hereto. Purchaser may assign its rights under this Agreement upon the
following conditions: (i) the assignee of Purchaser must be an affiliate of
Purchaser or an entity controlling, controlled by, or under common control with
Purchaser, (ii) all of the Earnest Money must have been delivered in accordance
herewith, (iii) the Inspection Period shall be deemed to have ended, (iv) the
assignee of Purchaser shall assume all obligations of Purchaser hereunder, but
Purchaser shall remain primarily liable for the performance of Purchaser's
obligations, and (v) a copy of the fully executed written assignment and
assumption agreement shall be delivered to Seller at least ten (10) days prior
to Closing.

                                       26

<PAGE>


     12.2 Headings. The article, section, subsection, paragraph and/or other
headings of this Agreement are for convenience only and in no way limit or
enlarge the scope or meaning of the language hereof.

     12.3 Invalidity and Waiver. If any portion of this Agreement is held
invalid or inoperative, then so far as is reasonable and possible the remainder
of this Agreement shall be deemed valid and operative, and, to the greatest
extent legally possible, effect shall be given to the intent manifested by the
portion held invalid or inoperative. The failure by either party to enforce
against the other any term or provision of this Agreement shall not be deemed to
be a waiver of such party's right to enforce against the other party the same or
any other such term or provision in the future.

     12.4 Governing Law. This Agreement shall, in all respects, be governed,
construed, applied, and enforced in accordance with the law of the state in
which the Real Property is located.

     12.5 Survival. The provisions of this Agreement that contemplate
performance after the Closing and the obligations of the parties not fully
performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments of Closing.

     12.6 Entirety and Amendments. This Agreement embodies the entire agreement
between the parties and supersedes all prior agreements and understandings
relating to the Property. This Agreement may be amended or supplemented only by
an instrument in writing executed by the party against whom enforcement is
sought.

     12.7 Time. Time is of the essence in the performance of this Agreement.

     12.8 Confidentiality. Purchaser shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers or
third parties, except as may be required by law, before the Closing, without the
prior written specific consent of Seller; provided, however, that Purchaser may,
subject to the provisions of Section 4.8, make disclosure of this Agreement to
its Permitted Outside Parties as necessary to perform its obligations hereunder
and as may be required under laws or regulations applicable to Purchaser.

     12.9 Notices. All notices required or permitted hereunder shall be in
writing and shall be served on the parties at the addresses set forth in Section
1.3. Any such notices shall, unless otherwise provided herein, be given or
served (i) by depositing the same in the United States mail, postage paid,
certified and addressed to the party to be notified, with return receipt
requested, (ii) by overnight delivery using a nationally recognized overnight
courier, (iii) by personal delivery, or (iv) by facsimile, evidenced by
confirmed receipt. Notice deposited in the mail in the manner hereinabove
described shall be effective on the third (3rd) business day after such deposit.
Notice given in any other manner shall be effective only if and when received by
the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any
business day with delivery made after such hours to be deemed received the
following business day. A party's address may be changed by written notice to
the other party; provided, however, that no notice of a change of address shall
be effective until actual receipt of such notice. Copies of notices are for
informational purposes only, and a failure to give or receive copies of any
notice shall not be deemed a failure to give notice. Notices given by counsel to
the Purchaser shall be deemed given by Purchaser and notices given by counsel to
the Seller shall be deemed given by Seller.

                                       27

<PAGE>


     12.10 Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and agree that the normal rule
of construction - to the effect that any ambiguities are to be resolved against
the drafting party - shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

     12.11 Calculation of Time Periods. Unless otherwise specified, in computing
any period of time described herein, the day of the act or event after which the
designated period of time begins to run is not to be included and the last day
of the period so computed is to be included, unless such last day is a Saturday,
Sunday or legal holiday for national banks in the location where the Property is
located, in which event the period shall run until the end of the next day which
is neither a Saturday, Sunday, or legal holiday. The last day of any period of
time described herein shall be deemed to end at 5:00 p.m. local time in the
state in which the Real Property is located.

     12.12 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages, provided that executed originals thereof
are forwarded to the other party on the same day by any of the delivery methods
set forth in Section 12.9 other than facsimile.

     12.13 No Recordation. Without the prior written consent of Seller, there
shall be no recordation of either this Agreement or any memorandum hereof, or
any affidavit pertaining hereto, and any such recordation of this Agreement or
memorandum or affidavit by Purchaser without the prior written consent of Seller
shall constitute a default hereunder by Purchaser, whereupon Seller shall have
the remedies set forth in Section 10.1 hereof.

     12.14 Further Assurances. In addition to the acts and deeds recited herein
and contemplated to be performed, executed and/or delivered by either party at
Closing, each party agrees to perform, execute and deliver, but without any
obligation to incur any additional liability or expense, on or after the Closing
any further deliveries and assurances as may be reasonably necessary to
consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Property to Purchaser.

     12.15 Discharge of Obligations. The acceptance of the Deed by Purchaser
shall be deemed to be a full performance and discharge of every representation
and warranty made by Seller herein and every agreement and obligation on the
part of Seller to be performed pursuant to the provisions of this Agreement,
except those which are herein specifically stated to survive Closing.

     12.16 ERISA. Under no circumstances shall Purchaser have the right to
assign this Agreement to any person or entity owned or controlled by an employee
benefit plan if Seller's sale of the Property to such person or entity would, in
the reasonable opinion of Seller's ERISA advisors or consultants, create or
otherwise cause a "prohibited transaction" under ERISA. In the event Purchaser

                                       28

<PAGE>


assigns this Agreement or transfers any ownership interest in Purchaser, and
such assignment or transfer would make the consummation of the transaction
hereunder a "prohibited transaction" under ERISA and necessitate the termination
of this Agreement then, notwithstanding any contrary provision which may be
contained herein, Seller shall have the right to terminate this Agreement.

     12.17 No Third Party Beneficiary. The provisions of this Agreement and of
the documents to be executed and delivered at Closing are and will be for the
benefit of Seller, Asset Manager and Purchaser only and are not for the benefit
of any third party (other than Asset Manager), and accordingly, no third party
(other than Asset Manager) shall have the right to enforce the provisions of
this Agreement or of the documents to be executed and delivered at Closing,
except that a tenant of the Property may enforce Purchaser's indemnity
obligation under Section 4.11 hereof.

     12.18 Asset Manager: Designated Representative. Seller has engaged Archon
Group, L.P. or affiliated companies ("Asset Manager") to provide certain asset
management services with respect to the Property, including acting as a liaison
between Seller and Purchaser in connection with the Property and this Agreement.
The Asset Manager will appoint one or more representatives ("Designated
Representative(s)") to deal with Purchaser. Whenever any approval, acceptance,
consent, direction or action of Seller is required pursuant to this Agreement,
Purchaser shall send to the Designated Representative a written notice
requesting same, which notice shall: (i) describe in detail the matter for which
such approval, acceptance, consent, direction or other action of Seller is
requested; (ii) be accompanied by a copy of any contract, agreement or other
document to be executed by Seller evidencing such approval, consent, acceptance,
direction or action of Seller; and (iii) be accompanied by such other documents,
written explanations and information as may be reasonably necessary to explain
the request fully and completely. The Asset Manager will communicate Seller's
response to any such requests to Purchaser.

     12.19 Mandatory Arbitration. The parties have agreed to submit certain
disputes to mandatory arbitration in accordance with the provisions of Exhibit G
attached hereto and made a part hereof for all purposes.

                    [SIGNATURE PAGES AND EXHIBITS TO FOLLOW]

                                       29

<PAGE>


                         SIGNATURE PAGE TO AGREEMENT OF
                                PURCHASE AND SALE
                                 BY AND BETWEEN
               WXI/MCN COMMERCIAL REAL ESTATE LIMITED PARTNERSHIP
                                       AND
                            AMERIVEST PROPERTIES INC.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written below.

                                            SELLER:
                                            -------

                                            WXI/MCN COMMERCIAL REAL ESTATE
                                            LIMITED PARTNERSHIP, a Delaware
                                            limited partnership

                                            By:  WXI/MCN Commercial Gen-Par,
                                                 L.L.C.,  a Delaware limited
                                                 liability company, its general
                                                 partner

Date executed by Seller:                         By:  /s/  Marijke Lantz
                                                    ---------------------------
                                                 Name:     Marijke Lantz
                                                      -------------------------
10/15/01                                         Title: Assistant Vice President
--------------                                         ------------------------

                                            PURCHASER:
                                            ----------

                                            AMERIVEST PROPERTIES INC.,
                                            a Maryland corporation

Date executed by Purchaser:                 By:  /s/  John B. Greenman
                                               --------------------------------
                                            Name:     John B. Greenman
                                                 ------------------------------
10/15/01                                    Title: Vice President
--------------                                    -----------------------------

                                       30

<PAGE>


                             JOINDER BY ESCROW AGENT

Escrow Agent has executed this Agreement in order to confirm that Escrow Agent
has received and shall hold the Earnest Money required to be deposited under
this Agreement and the interest earned thereto, in escrow, and shall disburse
the Earnest Money, and the interest earned thereon, pursuant to the provisions
of this Agreement.

                                            FIDELITY NATIONAL TITLE INSURANCE
                                            COMPANY


Date executed by Escrow Agent:              By:  /s/  Pat Noska
                                               --------------------------------
                                            Name:     Pat Noska
                                                 ------------------------------
10/17/01                                    Title: Vice President
--------------                                    -----------------------------

                                       31

<PAGE>


                                LIST OF EXHIBITS
                                ----------------

A        -       Legal Description of Real Property

A-1      -       Special Warranty Deed

B        -       Bill of Sale, Assignment and Assumption of Leases and Contracts

C        -       ERISA Letter

D        -       Notice to Tenants

E        -       Tenant Estoppel Certificate

F        -       List of Tenants

G        -       Mandatory Arbitration

                                       32

<PAGE>


                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION
                                -----------------


                                       A-1

<PAGE>


                                   EXHIBIT A-1
                                   -----------
                              SPECIAL WARRANTY DEED
                              ---------------------

RECORDING REQUESTED BY

Sherry M. Dupont, Esq.
Cox, Castle & Nicholson LLP
19800 MacArthur Boulevard
Suite 600
Irvine, CA  92612-2435

WHEN RECORDED RETURN TO

William L. Sladek, Esq.
Jenkens & Gilchrist
1445 Ross Avenue, Suite 3200
Dallas, Texas  75202                              THE AREA ABOVE IS RESERVED FOR
                                                  RECORDER'S USE
------------------------------------------------ -------------------------------


                              SPECIAL WARRANTY DEED
                              ---------------------

     WXI/MCN Commercial Real Estate Limited Partnership ("Grantor"), a limited
partnership created and existing under and by virtue of the laws of the State of
Delaware, having a office at 100 Crescent Court, Dallas, Texas, and authorized
to do business in the State of Colorado, for and in consideration of TEN AND NO/
100 DOLLARS ($10.00) and other good and valuable consideration in hand paid, the
receipt and sufficiency of which are hereby acknowledged, and pursuant to
authority given by the managing partner of said limited partnership, by these
presents does GRANT, BARGAIN, SELL, REMISE, RELEASE, ALIEN AND CONVEY to
AMERIVEST PROPERTIES INC., a Maryland corporation ("Grantee"), and to its
successors and assigns FOREVER, all the following real property situated in the
County of ______________ in the State of Colorado, to wit:

              SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF

subject to those permitted encumbrances set forth on Exhibit B attached hereto
and made a part hereof,

     Together with all and singular the hereditaments and appurtenances
thereunder belonging, or in anywise appertaining, together with the improvements
thereon and the reversion and reversions, remainder and remainders, rents,
issues and profits thereof, and all the estate, right, title, and interest of
Grantor, of, in and to the above described premises, with the hereditaments and
appurtenances: TO HAVE AND TO HOLD the said premises as above described, with
the appurtenances, unto Grantee, its heirs, successors and assigns forever.

     Grantor WILL WARRANT AND DEFEND the said premises unto Grantee, its
successors and assigns, against all persons lawfully claiming, or to claim the
same, by, through or under Grantor, subject to the matters set forth in Exhibit
B attached hereto and made a part hereof.

                                     A-1-1

<PAGE>


     EXCEPT FOR THE WARRANTY OF TITLE SET FORTH ABOVE, GRANTOR EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY NATURE, KIND OR CHARACTER WHATSOEVER, EXPRESS OR
IMPLIED, REGARDING THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY OR
THE IMPROVEMENTS ON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
GRANTEE ACCEPTS SUCH PROPERTY AND IMPROVEMENTS IN AN "AS IS- WHERE IS"
CONDITION, WITH ALL FAULTS.

     GRANTEE BY ITS ACCEPTANCE OF THIS DEED EXPRESSLY WAIVES ANY RIGHT OR CLAIM
AGAINST GRANTOR FOR DAMAGES, RESCISSION OR OTHER REMEDY AT LAW OR IN EQUITY WITH
RESPECT TO OR RESULTING FROM THE PHYSICAL CONDITION OF THE PROPERTY AND THE
IMPROVEMENTS THEREON, INCLUDING WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION
OF THE PROPERTY. THE WAIVER AND EXCULPATION PROVIDED ABOVE SHALL BE DEEMED TO BE
COVENANTS RUNNING WITH THE LAND PARCELS AND BINDING ON ALL SUCCESSORS AND
ASSIGNS OF GRANTEE AND ALL OPERATORS OF THE PROPERTY.

Address of Real Estate:
                        -------------------------

     In Witness Whereof, Grantor has caused its name to be signed to these
presents by its Assistant Vice President, and attested by its Witness, this ____
day of March, 2001.

                                            SELLER
                                            ------

                                            WXI/MCN COMMERCIAL REAL ESTATE
                                            LIMITED PARTNERSHIP, a Delaware
                                            limited partnership
_____________________________
Witness
                                            By:  WXI/MCN Commercial Gen-Par,
                                            L.L.C., a Delaware limited
                                            liability company, its general
                                            partner


                                            By:________________________________
                                            Name:______________________________
                                            Title:_____________________________

                                            State of Colorado
                                            County of ___________________

The foregoing instrument was acknowledged before me this __ day of _______,
2001, by

                                            Witness my hand and official
                                            My commission expires _____________

                                     A-1-2

<PAGE>


                                    EXHIBIT A
                                    ---------

                                   DESCRIPTION
                                   -----------

<PAGE>


                                    EXHIBIT B
                                    ---------

                           PERMITTED TITLE EXCEPTIONS
                           --------------------------

<PAGE>


                                    EXHIBIT B
                                    ---------

                     BILL OF SALE, ASSIGNMENT AND ASSUMPTION
                     ---------------------------------------
                 (Kellogg Office Building, Littleton, Colorado)

     THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION is made as of the ___ day of
______________, ____ by and between WXI/MCN COMMERCIAL REAL ESTATE LIMITED
PARTNERSHIP, a Delaware limited partnership ("Assignor"), and AMERIVEST
PROPERTIES INC., a ("Assignee").

                               W I TN E S S E T H:

     For good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:

     1.   Assignor hereby sells, transfers, assigns and conveys to Assignee the
following:

          a. All right, title and interest of Assignor in and to all tangible
personal property ("Personalty") set forth in the inventory on Exhibit A
attached hereto and made a part hereof, and located on, and used in connection
with the management, maintenance or operation of that certain land and
improvements located in Littleton, Colorado, as more particularly described in
Exhibit B attached hereto and made a part hereof ("Real Property"), but
excluding tangible personal property owned or leased by Assignor's property
manager or the tenants of the Real Property under the Tenant Leases (as defined
below).

          b. All right, title and interest of Assignor in and to those certain
leases described on Exhibit C attached hereto and made a part hereof (the
"Tenant Leases"), relating to the leasing of space in the Real Property and all
of the rights, interests, benefits and privileges of the lessor thereunder, and
to the extent Assignee has not received a credit therefor under the Purchase
Agreement (as defined below), all prepaid rents and security and other deposits
held by Assignor under the Tenant Leases and not credited or returned to
tenants, but subject to all terms, conditions, reservations and limitations set
forth in the Tenant Leases.

          c. To the extent assignable, all right, title and interest of Assignor
in and to those certain contracts set forth on Exhibit D attached hereto and
made a part hereof, and all warranties, guaranties, indemnities and claims
(including, without limitation, for workmanship, materials and performance) and
which exist or may hereafter exist against any contractor, subcontractor,
manufacturer or supplier or laborer or other services relating thereto
(collectively, the "Contracts").

          d. All right, title and interest of Assignor in and to those
agreements set forth on Exhibit E attached hereto and made a part hereof (the
"License Agreements").

     2.   This Bill of Sale, Assignment and Assumption is given pursuant to that
certain Agreement of Purchase and Sale (as amended, the "Purchase Agreement")
dated as of ____________, between Assignor and Assignee, providing for, among
other things, the conveyance of the Personalty, the Tenant Leases and the
Contracts.

                                      B-1

<PAGE>


     3.   Seller represents and warrants that Seller has the right, power and
authority to sell the Personalty, Tenant Leases, Contracts and License
Agreements to Purchaser free and clear of any security or other interests of any
other party. Seller for itself, and its successors and assigns, does hereby
warrant and shall defend title to the Personalty, Tenant Leases, Contracts and
License Agreements unto Purchaser, against the lawful claim of all persons
claiming by, through or under Seller, but not otherwise. As set forth in Article
11 of the Purchase Agreement, which is hereby incorporated by reference as if
herein set out in full and except as set forth herein, the property conveyed
hereunder is conveyed by Assignor and accepted by Assignee AS IS, WHERE IS, AND
WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT AS
EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT BEING THE INTENTION OF
ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE
OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR
MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY
THE COLORADO UNIFORM COMMERCIAL CODE.

     4.   Assignee hereby accepts the assignment of the Personalty, the Tenant
Leases, the Contracts and the License Agreements and agrees to assume and
discharge, in accordance with the terms thereof, all of the obligations
thereunder arising and accruing from and after the date hereof. Additionally,
but without limiting the generality of the foregoing, Assignee agrees to assume
and discharge all leasing commissions, costs for tenant improvements, legal fees
and other costs and expenses incurred with respect to Leases and Lease renewals
and extensions and License Agreements and License Agreement renewals and
extensions executed subsequent to the Effective Date of the Agreement and those
set forth on Exhibit E attached hereto.

     5.   Assignee agrees to indemnify and hold harmless Assignor from any cost,
liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the foregoing obligations
arising from and accruing on or after the date hereof.

     6.   Assignor agrees to indemnify and hold harmless Assignee from any cost,
liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignor's failure to perform any of the obligations of Assignor
under the Tenant Leases, Contracts or License Agreements, to the extent accruing
prior to the date hereof.

     7.   This Bill of Sale, Assignment and Assumption may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

                                      B-2

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale,
Assignment and Assumption as of the date first above written.

                                            ASSIGNOR:
                                            ---------

                                            WXI/MCN COMMERCIAL REAL ESTATE
                                            LIMITED PARTNERSHIP, a Delaware
                                            limited partnership

                                            By:  WXI/MCN Commercial Gen-Par,
                                                 L.L.C., a Delaware limited
                                                 liability company, its general
                                                 partner

                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________

                                            ASSIGNEE:
                                            --------

                                            AMERIVEST PROPERTIES INC.,
                                            a Maryland corporation

                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________

Exhibit A         Personalty
Exhibit B         Real Property
Exhibit C         Tenant Leases
Exhibit D         Contracts
Exhibit E         License Agreements
Exhibit F         Lease Costs and Expenses

                                      B-3

<PAGE>


                                    EXHIBIT C
                                    ---------

                                  ERISA LETTER
                                  ------------

-------------------, --------

WXI/MCN Commercial Real Estate Limited Partnership
c/o Archon Group, L.P.
600 E. Las Colinas Blvd., Suite 400
Irving, Texas 75039

     Re:  Acquisition of Kellogg Office Building, 26 W. Dry Creek Circle,
          Littleton, Colorado


Ladies and Gentlemen:

     The undersigned represents to you that AmeriVest Properties Inc.
("Purchaser"), or any affiliates thereof, or any firm, person or entity
providing financing for the purchase of the entire interest of WXI/MCN
Commercial Real Estate Limited Partnership ("Seller") in the above-described
property (the "Property") are not using the assets of an employee benefit plan
as defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and covered under Title I, Part 4 of the ERISA or
Section 4975 of the Internal Revenue Code of 1986, as amended, in the
performance or discharge of its obligations under that certain Agreement of
Purchase and Sale dated ________________, 200_, with respect to the Property by
and between Seller and Purchaser, including the acquisition of the Property.

                                            Very truly yours,

                                            AmeriVest Properties Inc.,
                                            a Maryland corporation



                                            By:_______________________________

                                            Name:_____________________________

                                            Title:____________________________

                                      C-1

<PAGE>


                                    EXHIBIT D

                                NOTICE TO TENANTS

----------------, -----


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

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

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

Dear Tenant:

You are hereby notified that WXI/MCN Commercial Real Estate Limited Partnership
("Seller"), the current owner of Kellogg Office Building, 26 W. Dry Creek
Circle, Littleton, Colorado (the "Property") and the current owner of the
landlord's interest in your lease in the Property, has sold the Property to
AmeriVest Properties Inc. ("New Owner"), as of the above date. In connection
with such sale, Seller has assigned and transferred its interest in your lease
and any and all security deposits thereunder or relating thereto to New Owner,
and New Owner has assumed and agreed to perform all of the landlord's
obligations under your lease (including any obligations set forth in your lease
to repay or account for any security deposits thereunder) from and after such
date.

Accordingly, (a) all your obligations under the lease from and after the date
hereof, including your obligation to pay rent, shall be performable to and for
the benefit of New Owner, its successors and assigns, and (b) all the
obligations of the landlord under the lease, including any obligations to repay
or account for any security deposits hereunder, shall be the binding obligation
of New Owner and its successors and assigns. Unless and until you are otherwise
notified in writing by New Owner, the address of New Owner for all purposes
under your lease is:

AmeriVest Properties Inc.
1780 South Bellane Street, Suite 515
Denver, Colorado 80222
Attn: John B. Greenman

                                      D-1

<PAGE>


                                            SELLER:
                                            -------

                                            WXI/MCN COMMERCIAL REAL ESTATE
                                            LIMITED PARTNERSHIP, a Delaware
                                            limited partnership

                                            By:  WXI/MCN Commercial Gen-Par,
                                                 L.L.C., a Delaware limited
                                                 liability company, its general
                                                 partner

                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________

                                            New Owner:
                                            ---------

                                            AMERIVEST PROPERTIES INC.,
                                            a Maryland corporation

                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________


                                      D-2

<PAGE>


                                    EXHIBIT E
                                    ---------

                           TENANT ESTOPPEL CERTIFICATE
                           ---------------------------

TO:__________________________

   __________________________

   __________________________

     ___________________________("Tenant") hereby warrants and represents to and
agrees with ________________________________("Purchaser") and to
_________________ ("Lender") as follows, with the understanding that Purchaser
is relying on such warranties, representations and agreements as an inducement
to purchase the property which is described in the lease:

     1. Tenant is the tenant under that certain lease (as amended to date, the
"Lease") dated __________________ between ___________________ as landlord
("Landlord") and Tenant, covering _______________ square feet of leasable area
(the "Leased Premises") in the building (the "Building") located on the property
(the "Property").


     2. Attached hereto as Exhibit A is a true, correct and complete copy of the
Lease, including all amendments or modifications thereto, if any.

     3. The Lease has not been amended or modified, except as reflected in
Exhibit A, and is in full force and effect as originally executed, and, to the
best of Tenant's knowledge and belief, neither Landlord nor Tenant is in default
in any respect under any terms of the Lease.

     4. Monthly rental has not been paid by Tenant to Landlord more than thirty
(30) days in advance.

     5. The amount of the security deposit, if any, is $__________________ .


     6. Tenant has no offset rights against Landlord.

     7. Tenant has accepted possession of its premises, is in occupancy and
there are no unperformed Landlord construction obligations under the Lease or
defenses to the performance of Tenant's obligations under this Lease.

     8. The person signing this letter on behalf of Tenant is a duly authorized
representative of Tenant.

     9. All exhibits attached hereto are by this reference incorporated fully
herein and are true, correct, and complete. The term "this Certificate" shall be
considered to include all such exhibits.

     10. This Certificate shall inure to the benefit of Landlord, Purchaser and
Lender and their respective successors and assigns, and shall be binding upon
Tenant and Tenant's heirs, legal representatives, successors and assigns. This
Certificate shall not be deemed to alter or modify any of the terms and
conditions of the Lease except to the extent specifically set forth herein.

                                      E-1

<PAGE>


     11. All guarantors of the Lease are identified below:

         _____________________________________________________________________

         EXECUTED this _____ day of __________________,_________.


                                            TENANT:
                                            -------

                                            ___________________________________

                                            By:________________________________

                                            Name:______________________________

                                            Title:_____________________________

                                      E-2

<PAGE>


                    Exhibit A to Tenant Estoppel Certificate
                    ----------------------------------------

                [Lease Agreement and Amendments Thereto, If Any]


                                      E-3

<PAGE>


                                   EXHIBIT F
                                   ---------

                                 LIST OF TENANTS
                                 ---------------

                                      F-1

<PAGE>


                                    EXHIBIT G
                                    ---------

                              MANDATORY ARBITRATION
                              ---------------------

     The parties have agreed to submit certain disputes to mandatory arbitration
in accordance with the following provisions:

     Scope of Arbitration. The parties to this Agreement have agreed to submit
all disputes with an amount in controversy of $250,000.00 or less to final and
binding arbitration as the sole and exclusive remedy for all claims for damages
arising out of, involving, or relating to (a) this Agreement or (b) the events
giving rise to this Agreement, including all non-contractual claims for damages
related to this Agreement or the events giving rise to it (including claims for
fraudulent inducement of contract). Notwithstanding the foregoing, the dispute
resolution procedure set forth below shall not apply to (i) claims for
injunctive or other equitable relief, or (ii) any claims for damages exceeding
$250,000.00. The parties agree that two (2) sets of rules will apply, depending
on the amount in controversy. If the amount in controversy is equal to or less
than $50,000.00, then SET A (as set forth below) will apply. If the amount in
controversy is greater than $50,000.00 and less than or equal to $250,000.00,
then SET B will apply. The amount in controversy is calculated using the amount
of actual damages alleged by the Claiming Party (defined below), exclusive of
interest and attorneys' fees. The dispute resolution procedure set forth below
does not independently give rise to any right or remedy. The procedure is
intended to be applied to rights or remedies expressly granted in other sections
of this Agreement.

     Notice of Dispute. Any party shall give the other parties written notice of
the existence and nature of any dispute proposed to be arbitrated (the "Written
Notice"). The Written Notice must be served on the other parties as required
below. The party serving Written Notice shall be referred to as the "Claiming
Party." The party to whom the claims are directed shall be referred to as the
"Responding Party."

     Appointment of Arbitrators.

     SET A: The parties agree that these disputes will be arbitrated by a single
arbitrator who is a board certified or licensed real estate attorney in the
state in which the Property is located. The parties shall attempt to agree upon
an arbitrator within ten (10) days of the service of the Written Notice. If the
parties are unable to agree, then the arbitrator shall be appointed from, and
pursuant to the rules for commercial arbitration of, the American Arbitration
Association. Prior to appointment, the arbitrator shall agree to conduct such
arbitration in strict accordance with the terms of this Agreement.

     SET B: The parties agree that these disputes will be arbitrated by a panel
of three (3) arbitrators. Each party shall appoint one person to serve as an
arbitrator within fifteen (15) days of receipt of the Written Notice. The two
(2) arbitrators thus appointed shall within seven (7) days of their appointment
together select a third arbitrator with such knowledge and expertise as
necessary to serve as chairman of the panel of arbitrators (preferably a board
certified or licensed real estate attorney in the state in which the Property is
located), and this person shall serve as chairman. The three arbitrators shall
determine all matters, including the panel's final decision with respect to the

                                      G-1

<PAGE>


claims presented in the arbitration, by majority vote. If the two arbitrators
selected by the parties are unable to agree upon the appointment of the third
arbitrator within seven (7) days of their appointment, both shall give written
notice of such failure to agree to the parties, and if the parties fail to agree
upon the selection of such third arbitrator within five (5) days thereafter,
such third arbitrator shall be appointed from, and pursuant to the rules for
commercial arbitration of, the American Arbitration Association. Prior to
appointment, each arbitrator shall agree to conduct such arbitration in strict
accordance with the terms of this Agreement.

     Initial Meeting of the Arbitrators. Within seven (7) days after the
selection of the last arbitrator (SET A: the arbitrator; SET B: the third
arbitrator), the arbitrator(s) shall conduct an initial meeting with the parties
(the "Initial Meeting"). All meetings between the arbitrators, or between the
arbitrator(s) and the parties, including the Initial Meeting, may be conducted
by telephone, with the exception of the arbitration hearing at which evidence is
presented. At the Initial Meeting, the parties and the arbitrator(s) shall agree
upon a schedule for the arbitration proceedings, with dates no later than the
deadlines provided below. The statement of claim, the response to the statement
of claim and counterclaims (if any), and the response to the counterclaims (if
any) (collectively, the "Pleadings") shall be submitted to each arbitrator on
the date they are served, unless service occurs prior to appointment of all
arbitrators. If service of any of the Pleadings occurs prior to the appointment
of any of the arbitrators, copies of any such Pleadings shall be submitted to
such arbitrator promptly after such arbitrator's appointment.

     Conduct of the Arbitration.

     SET A: With respect to each dispute to be arbitrated, no more than six (6)
months shall pass between the selection of the arbitrator and the release of a
decision by the arbitrator; no more than two (2) depositions (lasting in total
for both depositions no more than15 hours) may be taken by each of the Claiming
Party or the Responding Party, and no more than ten (10) interrogatories may be
asked for by each of the Claiming Party or the Responding Party. The arbitration
hearing shall last no more than two (2) days with the time divided equally
between the parties. All proceedings, including discovery, depositions, and the
arbitration hearings shall be governed by the Federal Rules of Civil Procedure
and the Local Rules of Civil Procedure of the United States District Court for
the district in which the Property is located, unless such rules conflict with
the provisions of this Agreement, in which case the provisions of this Agreement
control; provided, however, that the parties agree that the provisions of
Federal Rule of Civil Procedure 26(a) shall not apply.

     SET B: With respect to each dispute to be arbitrated, no more than eleven
(11) months shall pass between the selection of the third arbitrator and the
release of a decision by the arbitration panel; no more than eight (8)
depositions (lasting in total for all eight depositions no more than 50 hours)
may be taken by each of the Claiming Party or the Responding Party, and no more
than thirty (30) interrogatories may be asked for by each of the Claiming Party
or the Responding Party. The arbitration hearing shall last no more than five
(5) days with the time divided equally between the parties. All proceedings,
including discovery, depositions, and the arbitration hearings shall be governed
by the Federal Rules of Civil Procedure and the Local Rules of Civil Procedure
of the United States District Court for the district in which the Property is
located, unless such rules conflict with the provisions of this Agreement, in
which case the provisions of this Agreement control; provided, however, that the
parties agree that the provisions of Federal Rule of Civil Procedure 26(a) shall
not apply.

                                      G-2

<PAGE>
<TABLE>
<CAPTION>


     Motions. The parties may make applications to the panel of arbitrator(s)
regarding issues of discovery, procedure and privilege. Any such motions shall
be made to and resolved by the arbitrator(s) as soon as practicable. No party
shall be permitted to file any motions for dismissal of claims (including
dismissal based upon failure to join an indispensable party), or for summary
judgment, concerning the claims or counterclaims asserted in any arbitration.

         Schedule of Arbitration Proceedings.

     SET A: At the Initial Meeting, the parties and the arbitrator shall agree
to a schedule that conforms with the following deadlines:
<S>              <C>                                              <C>

                 Event                                             Deadline Not Later Than
                 -----                                             -----------------------

Service of statement of claim by Claiming Party              15 days after service of Written Notice

Service of response to statement of claim and                21 days after service of statement of claim
counterclaim, if any, by Responding Party

Service of response to counterclaims, if any, by the         7 days after service of counterclaims, if any
Claiming Party

Commencement of document discovery                           1 day after service of response to statement of claim

Commencement of deposition discovery                         45 days after service of statement of claim

Completion of all discovery                                  100 days after service of statement of claim

Commencement of the arbitration hearing                      21 days after the completion of discovery

Issuance of decision by the arbitrator(s)                    14 days after receipt of the last hearing
                                                             transcript by the arbitrator(s). [All sessions of
                                                             the arbitration hearings shall be promptly
                                                             transcribed and transcripts shall be promptly
                                                             provided to the parties and the arbitrator(s).]


          SET B: At the Initial Meeting, the parties and the arbitrators shall
agree to a schedule that conforms with the following deadlines:

                 Event                                             Deadline Not Later Than
                 -----                                             -----------------------

Service of statement of claim by Claiming Party              15 days after service of Written Notice

Service of response to statement of claim and                21 days after service of statement of claim
counterclaim, if any, by Responding Party

Service of response to counterclaims, if any, by the         7 days after service of counterclaims, if any
Claiming Party


                                                       G-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>             <C>                                                <C>

                 Event                                             Deadline Not Later Than
                 -----                                             -----------------------

Commencement of document discovery                           1 day after service of response to statement of claim

Commencement of deposition discovery                         75 days after service of statement of claim

Completion of all discovery                                  200 days after service of statement of claim

Commencement of the arbitration hearing                      30 days after the completion of discovery

Issuance of decision by the arbitrator(s)                    14 days after receipt of the last hearing
                                                             transcript by the arbitrator(s). [All sessions of
                                                             the arbitration hearings shall be promptly
                                                             transcribed and transcripts shall be promptly
                                                             provided to the parties and the arbitrator(s).]

     Extensions of Time. The parties may jointly agree, in writing, to extend
any of the foregoing deadlines.

     Decision Binding on the Parties. Unless the parties agree otherwise in
writing, the arbitrator(s)' decision shall become binding on the parties at such
time as the decision is confirmed by order of a court in the jurisdiction where
the Property is located. The parties irrevocably and unconditionally submit to
the jurisdiction of such court for any and all proceedings relating to such
confirmation. Any award ordered shall be paid within ten (10) days of
confirmation of the arbitrator(s)' decision.

     Cost of Arbitration Proceeding. Except as specifically provided, the costs
incurred by the parties in conjunction with an arbitration proceeding pursuant
to this Agreement, including reasonable attorney's fees, fees paid to experts,
and fees for obtaining transcripts shall be paid or reimbursed in accordance
with the provisions of Section 10.3 of the Agreement. In the event that the
arbitrators determine that no party is entitled to indemnification by any other
party, then (a) each party shall pay its own expenses, including attorney's
fees, fees paid to experts, fees for obtaining transcripts, expenses of
witnesses called solely by that party, and all fees charged by the arbitrator
appointed by such party and (b) the parties shall each pay fifty percent of all
remaining expenses of the arbitration proceeding.

     Service of Documents. Any process, notice, memorandum, motion, demand, or
other paper or communication, or application to the panel of arbitrators shall
be deemed to have been sufficiently served or submitted if done in accordance
with Section 12.9 of this Agreement, except that service by facsimile shall not
suffice for purposes of this Exhibit G.

                                      G-4
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