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                                                                   EXHIBIT 10.74

               PURCHASE AGREEMENT FOR METRIS MINNETONKA BUILDING
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                                                                        Phase II

                              PURCHASE AGREEMENT

     THIS PURCHASE AGREEMENT ("Agreement") is made as of October 31, 2000, by
and between OPUS NORTHWEST, L.L.C., a Delaware limited liability company
("Seller") and WELLS CAPITAL, INC., a Georgia corporation ("Purchaser").

     In consideration of this Agreement, Seller and Purchaser agree as follows:

     1.   Sale of Subject Property. Seller agrees to sell to Purchaser, and
Purchaser agrees to buy from Seller, all of Seller's right, title and interest
in and to the following property (collectively, "Subject Property"):

          (a)  Real Property.  Fee simple interest in those certain parcels of
     real estate located at 10900 Wayzata Boulevard, Minnetonka, Minnesota, and
     commonly known as Crescent Ridge Corporate Center, Phase II, legally
     described on Exhibit A attached hereto and made a part hereof ("Land"),
                  ---------
     together with (i) all building structures, improvements and fixtures owned
     by Seller located on the Land, including, without limitation, an
     approximately 300,633 square foot single tenant office building but not
     including any of the improvements located in Link as described in the
     Amended and Restated Declaration of Easements, Covenants, and Restrictions
     Regarding Link described in Section 4(a) hereto ("Improvements"), and (ii)
     all rights, privileges, easements, reversions, water rights, development
     rights, air rights, servitudes and appurtenances thereunto belonging or
     appertaining, including, without limitation, the rights and easements
     benefiting the Land or the Improvements created and established by the
     documents and instruments listed on Exhibit A-1 attached hereto and made a
                                         -----------
     part hereof and all right, title and interest of Seller, if any, in and to
     the streets, alleys and rights-of-way adjacent to the Land and the
     Improvements (collectively, the "Real Property").

          (b)  Personal Property.  All of the equipment and personal property
     owned by Seller and used in the operation of the Real Property, including
     the items set forth and described on Exhibit B attached hereto and made a
                                          ---------
     part hereof (all of which together are collectively referred to as the
     "Personal Property").

          (c)  Lease.  Seller's interest as landlord in and to the lease with
     Metris Direct, Inc. (the "Tenant") described on Exhibit C attached hereto
                                                     ---------
     and made a part hereof, together with all amendments or modifications
     thereto (such lease, as amended, being herein referred to as the "Lease"),
     and together with the guaranty of such Lease from Metris Companies, Inc.
     dated June 9, 1999 (the "Lease Guaranty") and separate Storage Space
     License Agreement by and between Seller and Tenant and guaranteed by Metris
     Companies, Inc. (the "Storage Agreement") which Storage Agreement will be
     substantially in the form attached hereto as Exhibit O and made a part
                                                  ---------
     hereof and will be entered into prior to Closing.
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          (d)  Permits. Seller's interest in and to all assignable licenses,
     permits, and certificates of occupancy owned by Seller and pertaining to
     the Real Property and Personal Property, including, without limitation, the
     items described on Exhibit D attached hereto and made a part hereof (all of
                        ---------
     which together are collectively referred to as the "Permits").

           (e) Service Contracts.  Seller's interest in and to the existing
     service and maintenance contracts described on Exhibit E attached hereto
                                                    ---------
     and made a part hereof, together with all amendments or modifications
     thereto (collectively, the "Service Contracts"), subject to this Section
     1(e).  On or before November  3, 2000, Purchaser shall advise Seller, in
     writing, of any Service Contracts that Purchaser does not desire to be
     assigned to and assumed by Purchaser at Closing (as such term is defined in
     Section 8(a) hereof).  Seller shall then cause any such Service Contracts
     (i.e., any Service Contracts set forth in the aforesaid written notice from
     Purchaser) to be terminated prior to Closing.  Failure by Purchaser to
     notify Seller, in writing, prior to November 3, 2000, shall constitute an
     irrevocable election by Purchaser to have all of the Service Contracts
     assigned to and assumed by Purchaser at Closing. The assumption by
     Purchaser of the obligations of Seller under such Service Contracts shall
     include only such obligations that arise or accrue from and after the date
     of Closing.

          (f)  Warranties. Seller's interest in and to all unexpired, assignable
     warranties and guaranties given or assigned to, or benefiting, Seller, the
     Real Property or the Personal Property relating to the acquisition,
     construction, design, use, operation, management or maintenance of the Real
     Property or the Personal Property, including, without limitation, the
     warranties and guaranties described on Exhibit F attached hereto and made a
                                            ---------
     part hereof (collectively, the "Warranties").

          (g)  Plans. Seller's interest in and to all final plans and
     specifications (excluding shop drawings) relating to the construction of
     the Improvements, to the extent that the same are assignable ("Plans").
     Neither Purchaser nor its successors or assigns may use the Plans for any
     purpose other than the repair, maintenance or restoration of the
     Improvements, without the prior written consent of Seller (which consent
     may be given or withheld in Seller's sole and absolute discretion); and
     provided further, however, that Purchaser shall indemnify, defend and hold
     harmless Seller and each Seller Affiliate from and against any unauthorized
     use of the Plans by Purchaser, its employees, officers, directors,
     affiliates and agents, which indemnification obligation shall survive
     Closing and any termination of this Agreement.

          (h)  Other Intangibles. Seller's interest in and to all other
     assignable intangible property (the "Other Intangible Property") owned by
     Seller pertaining to the Real Property and Personal Property, including,
     without limitation, geotechnical reports, operating manuals, floor plans
     (including any related computer aided design measurements), and landscape
     plans, and together with the non-exclusive right to the name "Crescent
     Ridge Corporate Center", to be utilized by Purchaser (and its successors in
     title) only with respect to the Real Property and to be shared in common
     with Seller (and its successors in title) only with respect to the adjacent
     real property located at 11100 Wayzata Boulevard, Minnetonka, Minnesota.

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     2.   Purchase Price.  Purchaser shall pay to Seller, as consideration for
the purchase of the Subject Property, the sum ("Purchase Price") of Fifty Two
Million Eight Hundred Thousand and 00/100 Dollars ($52,800,000).  The Purchase
Price shall be payable as follows:

          (a)  Initial Earnest Money Deposit.  Concurrently herewith, Purchaser
     shall deposit the sum of Five Hundred Thousand and 00/100 Dollars
     ($500,000) with the escrow department of Old Republic National Title
     Insurance Company ("Title Company") pursuant to an escrow agreement in
     substantially the form of Exhibit G attached hereto and made a part hereof
                               ---------
     (the "Escrow Agreement").  Such sum, together with any interest thereon
     less any investment fees related thereto, is sometimes hereinafter
     collectively referred to as the "Earnest Money." The Earnest Money shall be
     deposited in a federally insured interest-bearing money market account and
     disbursed according to the terms of this Agreement and the Escrow
     Agreement.  All or a portion of the Earnest Money shall, at Purchaser's
     election, be credited against the Purchase Price or returned to Purchaser
     at Closing.

          (b)  Balance of Purchase Price.  The balance of the Purchase Price,
     plus or minus prorations and other adjustments, if any, shall be due at
     Closing.  Purchaser shall pay such balance to Seller, or at the direction
     of Seller, by wire transfer of immediately available funds.

     3.   Conditions Precedent to Closing.  Purchaser's obligation to consummate
the transaction contemplated by this Agreement shall be subject to satisfaction
or waiver of each of the following conditions ("Conditions Precedent") on or
before  November 15, 2000 ("Contingency Date"):

          (a)  Title/Survey. Seller has previously furnished to Purchaser (i) a
     current title commitment bearing application No. HEN.OR973633C
     ("Commitment") for an owner's title policy issued by the Title Company
     showing title in Seller (with copies of all underlying title documents
     listed in the Commitment other than any financing documents encumbering the
     Real Property), which Commitment is in a nominal amount, but shall be
     increased to the Purchase Price at Closing, and (ii) an as-built survey
     ("Survey") for the Real Property prepared in accordance with the Minimum
     Standard Detail Requirements for Class A Land Title Surveys (jointly
     established by ALTA/ACSM, as revised in 1999) and certified to Seller and
     the Title Company (and to be certified to Purchaser and Purchaser's lender
     prior to the Contingency Date).  If the Survey discloses survey defects or
     if the Commitment shows exceptions (collectively, "Unpermitted
     Encumbrances") other than the matters set forth on Exhibit H attached
                                                        ---------
     hereto and made a part hereof (collectively, "Permitted Encumbrances"),
     then Purchaser shall notify Seller, in writing, on or before November 6,
     2000, specifying the Unpermitted Encumbrances.  In such event, prior to the
     Contingency Date, Purchaser shall have received adequate assurances in
     writing from Seller that the Unpermitted Encumbrances will be removed,
     satisfied, or cured on or before Closing, it being acknowledged by the
     parties hereto that the written commitment by the Title Company to delete
     the requirement set forth in item 1 of Schedule B, Section 1, of the
     Commitment from the final title insurance policy to be issued by the Title
     Company shall constitute removal or cure of such Unpermitted Encumbrance
     for purposes hereof.

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          (b)  Tests. Seller has previously delivered to Purchaser true and
     correct copies of the Lease, Permits, Service Contracts, Warranties, Plans
     and the environmental assessments or soils reports in Seller's possession
     or control with respect to the Subject Property, for Purchaser's review and
     analysis. Seller shall allow Purchaser and Purchaser's officers, employees,
     agents, attorneys, accountants, architects and engineers access to the Real
     Property, subject to the rights of the Tenant, and to the books and records
     in Seller's possession or control relating to the Subject Property, without
     charge and at all reasonable times, for the purpose of making such
     inspections, tests and verifications (collectively, "Tests") as they shall
     deem reasonably necessary. On or before the Contingency Date, Purchaser
     shall be satisfied, in its sole and absolute discretion, with the results
     of the Tests. Purchaser shall pay all costs and expenses of the Tests and
     shall defend, indemnify and hold harmless Seller, and its agents, employees
     and contractors, and the Subject Property, from and against any and all
     loss, cost, damage, liability, settlement, cause of action or threat
     thereof or expense (including, without limitation, reasonable attorneys'
     fees and costs) arising from or relating to the Tests. Purchaser shall
     cause any consultants retained by Purchaser and which shall enter upon the
     Real Property to name Seller and Seller's management agent as additional
     insureds on such consultants' policies of liability insurance. Purchaser
     shall promptly repair and restore any damage to the Subject Property
     attributable to the conduct of the Tests, and shall promptly return the
     Subject Property to substantially the same condition as existed prior to
     the conduct of the Tests. No Tests shall be conducted without Seller's
     approval as to the time and manner of such Tests, which approval shall not
     be unreasonably withheld or delayed. At Seller's sole option, any such
     Tests shall be performed in the presence of a representative of Seller. All
     Tests shall be conducted in such a manner so as to minimize interference
     with the operation of the Subject Property and the business of the Tenant.
     In the event Purchaser elects to terminate this Agreement as provided in
     this Section 3, or if this Agreement otherwise terminates as provided for
     hereunder for reasons other than default by Seller, then Purchaser shall
     promptly deliver to Seller copies of the written results of all Tests,
     including, without limitation, any environmental assessments prepared with
     respect to the Subject Property; provided, however, if Purchaser and any
     consultants performing any of the Tests have entered into a written
     agreement prohibiting delivery of any Test results to any other party,
     Purchaser shall not be required so to deliver copies of the written results
     thereof. Anything in this Agreement to the contrary notwithstanding, the
     obligations of Purchaser under this Section 3(b) shall survive Closing and
     any termination of this Agreement; provided, however, that the indemnity by
     Purchaser in favor of Seller under this Section 3(b) shall survive only
     with respect to claims asserted in writing by Seller within one (1) year
     after the Closing or one (1) year after any termination of this Agreement.

     If any of the Conditions Precedent have not been satisfied on or before the
Contingency Date, or if Purchaser is not satisfied, in its sole and absolute
discretion, with any other aspect of the Subject Property, then this Agreement
may be terminated, at Purchaser's sole option, by written notice from Purchaser
to Seller. Such notice of termination may be given at any time on or before the
Contingency Date. Except as otherwise provided herein, upon such termination,
neither party will have any further rights or obligations regarding this
Agreement or the Subject Property, and the Earnest Money shall be returned to
Purchaser. Failure of Purchaser to give Seller notice of termination on or
before the Contingency Date shall constitute an irrevocable

                                       4
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waiver by Purchaser of the right of Purchaser to terminate this Agreement under
this Section 3. All the Conditions Precedent are specifically stated and agreed
to be for the sole and exclusive benefit of Purchaser, and Purchaser shall have
the right unilaterally to waive, in whole or in part, any Condition Precedent by
written notice to Seller.

     4.   Covenants by Seller. Seller covenants and agrees with Purchaser that
from the date hereof until the Closing Date (as such term is defined in Section
8(a) hereof), Seller shall conduct its business involving the Subject Property
as follows (except as specifically provided to the contrary herein):

          (a)  Transfers; Easements. Seller shall refrain from transferring any
     of the Subject Property, or creating on the Real Property any easements,
     restrictions, liens, assessments or encumbrances without the express prior
     written consent of Purchaser; provided, however, that nothing herein shall
     preclude Seller from replacing any equipment, supplies or machinery in the
     ordinary course of operating the Subject Property so long as such
     replacement equipment is of type and quality reasonably equivalent to the
     replaced equipment and provided further that Seller may prepare, execute
     and record an Amended and Restated Declaration of Easements, Covenants and
     Restrictions Regarding Link (the "Amended Link Agreement") and an Amended
     and Restated Declaration of Driveway, Monument and Storm Sewer Easement
     ("Driveway and Storm Sewer Easement Amendment"), the forms of which are
     attached hereto as Exhibit P and Exhibit Q, respectively.
                        ---------     ---------

          (b)  Contracts.  Seller shall refrain from entering into or amending
     any contracts or other agreements regarding the Subject Property (other
     than contracts in the ordinary course of business which are cancelable by
     the owner of the Subject Property, without penalty payable by Purchaser,
     either prior to the Closing Date or within thirty (30) days after giving
     notice thereof) without the prior written consent of Purchaser, which
     consent shall not be unreasonably withheld or delayed.

          (c)  Operations.  Seller shall operate and insure the Subject Property
     in a manner consistent with the existing operation of and insurance on the
     Subject Property and Seller will keep, maintain and repair the Subject
     Property in substantially its condition as of the date of this Agreement..

          (d)  Lease. Seller will not modify, amend or terminate the Lease or
     the Lease Guaranty without the prior written consent of Purchaser;
     provided, however, Seller agrees that Seller shall use reasonable efforts
     in good faith to obtain prior to the Contingency Date, a Fifth Amendment to
     the Lease in substantially the form attached as Exhibit L (the "Fifth
     Amendment") and the Storage Agreement. Seller will not waive any material
     rights of Seller under the Lease or Storage Agreement, and Seller will use
     reasonable commercial efforts to perform and discharge all of the duties
     and obligations of the "Landlord" under the Lease (and when signed, the
     Storage Agreement) in the manner and within the time limits required
     thereunder.

                                       5
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     5.   Representations and Warranties by Seller.

          (a)  Representations and Warranties. Seller represents and warrants to
     Purchaser as follows:

               (i)    Authority. Seller is a limited liability company duly
          organized and validly existing and in good standing under the laws of
          the State of Delaware and in good standing under the laws of the State
          of Minnesota. Seller has the requisite power and authority to enter
          into and perform this Agreement and Seller's Closing Documents (as
          such term is defined in Section 9(a) hereof). This Agreement and
          Seller's Closing Documents have been duly authorized by all necessary
          action on the part of Seller and have been or will be duly executed
          and delivered by Seller. Seller's execution, delivery and performance
          of this Agreement and Seller's Closing Documents will not conflict
          with or result in a violation of Seller's organizational documents, or
          any judgment, order or decree of any court or arbiter, to which Seller
          is a party. This Agreement and Seller's Closing Documents (when
          signed) are valid and binding obligations of Seller, and are
          enforceable against Seller in accordance with their terms, subject to
          applicable bankruptcy, insolvency, reorganization, creditor's rights
          and other similar laws.

               (ii)   Utilities. All installation and connection charges for
          utilities serving the Real Property have been paid in full. Seller has
          received no written notice of actual or threatened reduction or
          curtailment of any utility service currently supplied to the Real
          Property.

               (iii)  Hazardous Substances. Seller shall make available to
          Purchaser in accordance with Section 3(b) hereof complete copies of
          all environmental reports and studies with respect to the Real
          Property conducted or received by Seller from any third party (the
          "Environmental Reports"). Except as disclosed by the Environmental
          Reports or any other environmental assessment obtained by Purchaser,
          to the best of Seller's knowledge, (A) the Real Property has never
          been used for the production, storage, deposit or disposal of
          hazardous substances in any reportable quantities under and in
          violation of applicable environmental laws; and (B) no above or below
          ground gas or fuel storage tank is or has been located at the Real
          Property. Seller has not received any written notice from any
          applicable governmental authority that any hazardous substances have
          been placed or located upon the Real Property in violation of
          applicable environmental laws.

               (iv)   FIRPTA. Seller is not a "foreign person," "foreign
          partnership," "foreign trust" or "foreign estate" as those terms are
          defined in Section 1445 of the Internal Revenue Code.

               (v)    Proceedings. There is no action, litigation, condemnation
          or proceeding of any kind pending or, to the best knowledge of Seller,
          threatened against Seller or against any portion of the Subject
          Property, which would have an

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          adverse effect on the use or value of the Subject Property or an
          adverse effect on the ability of Seller to perform its obligations
          under this Agreement.

               (vi)   Condition of the Real Property. Seller has not received
          written notice from any governmental authority having jurisdiction
          over the Real Property of any violation of any applicable law, rule,
          regulation or code of any such governmental authority, which has not
          been cured or remedied and to the best of Seller's knowledge, no such
          violation exists. To the best of Seller's knowledge, except as
          disclosed by any engineering report received by Purchaser with respect
          to the Real Property, the major structural, mechanical, roof, storm
          drainage, sanitary sewer, and electrical systems constituting the
          Improvements are in good working order and condition to perform the
          work or function for which intended.

               (vii)  Books and Records.  To the best of Seller's knowledge,
          the books and records relating to the Subject Property which have been
          made or will be made available to Purchaser by Seller, and which have
          been prepared by Seller's property manager, accurately reflect the
          operation of the Subject Property.

               (viii) Lease.

                      (A)     Exhibit C is a true and complete list and
                              ---------
                              description of the Lease and Storage Agreement.
                              Seller has delivered to Purchaser a complete and
                              accurate copy of the Lease and drafts of the Fifth
                              Amendment and Storage Agreement. Except as set
                              forth in the Lease, there are no options to
                              expand, rights of first refusal, options to
                              terminate, options to renew, options to purchase,
                              or any rent abatements given to the Tenant.

                      (B)     To the best of Seller's knowledge, each of the
                              Lease and the Lease Guaranty is, and upon Closing
                              each of the Lease, the Fifth Amendment and the
                              Storage Agreement will be, in full force and
                              effect according to the terms set forth therein,
                              and the Lease has not been modified, amended, or
                              altered, in writing or otherwise, except as set
                              forth on Exhibit C.

                      (C)     Seller has not received written notice from the
                              Tenant of any uncured default or unperformed
                              obligation of the Landlord under the Lease,
                              including, without limitation, failure of the
                              Landlord to construct any required tenant
                              improvements. Tenant has not asserted in writing
                              to Seller any offsets, defenses or claims
                              available against rent payable by it or other
                              performance or obligations otherwise due from it
                              under the Lease.

                      (D)     To the best of Seller's knowledge, Tenant is not
                              in default under its Lease (beyond any applicable
                              grace or cure

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                              period), or is in arrears in the payment of any
                              sums or in the performance of any obligations
                              required of it under the Lease.

                      (E)     No guarantor of the Lease has been released or
                              discharged by Seller, voluntarily or
                              involuntarily, from any obligation under the Lease
                              Guaranty.

                      (F)     There are no brokers' commissions, finders' fees,
                              or other charges payable or to become payable to
                              any third party on behalf of Seller as a result of
                              or in connection with the Lease, including,
                              without limitation, any unexecuted options to
                              expand or renew, other than as set forth on
                              Exhibit C-1 attached hereto and made a part
                              -----------
                              hereof.

                      (G)     To the best of Seller's knowledge, the Tenant has
                              not assigned its interest in its Lease or sublet
                              any portion of the premises leased to such Tenant
                              under its Lease.

                      (H)     The Tenant has not prepaid rent for more than the
                              current month under the Lease.

               (ix)   Special Assessments. Except as shown on any tax bills
     delivered to Purchaser and the Commitment and except for (i) the special
     assessments levied by the City of Minnetonka at the public hearing on
     August 14, 2000 in the principal amount of $534,750.30 payable over a ten
     year period commencing 2001 and (ii) the special assessments contemplated
     by the Contract for Private Redevelopment by and between Economic
     Development Authority For the City of Minnetonka, the City of Minnetonka
     and Seller dated February 23, 1998 (the "Redevelopment Agreement") in the
     approximate amount of $210,000 relating to construction costs for a left
     turn lane onto the frontage road south of the Subject Property and design
     costs for minor traffic improvements adjacent to the Subject Property,
     Seller has not received any notice, in writing, of any special assessment
     which affects the Subject Property.

               (x)    Service Contracts. The Service Contracts described on
     Exhibit E are all of the contracts which are in effect and which relate to
     ---------
     the operation, management, or maintenance of the Subject Property. Seller
     shall provide Purchaser with complete and accurate copies of all Service
     Contracts pursuant to Section 3(b) hereof. All such Service Contracts are
     in full force and effect in accordance with their respective provisions.

               (xi)   Warranties and Guaranties. Exhibit F attached hereto is a
                                                 ---------
     complete and accurate list and description of all of the warranties and
     guaranties of contractors, vendors, manufacturers and other parties which
     are known by Seller to be in effect and to relate to the Subject Property.

                                       8
<PAGE>

               (xii)   No Other Agreements. Other than the Lease, Storage
          Agreement, the Service Contracts, and the Permitted Encumbrances,
          there are no leases, service contracts, management agreements, or
          other agreements or instruments in force and effect, oral or written,
          that grant to any person whomsoever or any entity whatsoever any
          right, title, interest or benefit in or to all or any part of the
          Subject Property, any rights to acquire all or any part of the Subject
          Property or any rights relating to the use, operation, management,
          maintenance, or repair of all or any part of the Subject Property.

               (xiii)  Certificates.  Seller has heretofore provided Purchaser
          with complete and accurate copies of all Permits which are known by
          Seller to relate to the Subject Property and which are in the
          possession or control of Seller.

               (xiv)   Bankruptcy.  Seller is solvent and has not made a general
          assignment for the benefit of creditors nor been adjudicated a
          bankrupt or insolvent, nor has a receiver, liquidator, or trustee for
          any of Seller's properties (including the Subject Property) been
          appointed or a petition filed by or against Seller for bankruptcy,
          reorganization, or arrangement pursuant to the Federal Bankruptcy Act
          or any similar Federal or state statute, or any proceeding instituted
          for the dissolution or liquidation of Seller.

               (xv)    No Roll Back Taxes.  The Subject Property has not been
          classified under any designation authorized by law to obtain a special
          low ad valorem tax rate or to receive a reduction, abatement, or
          deferment of ad valorem taxes which will result in additional, catch-
          up or roll-back ad valorem taxes in the future in order to  recover
          the amounts previously reduced, abated or deferred.

          (b)  Seller's Knowledge.  For purposes of this Agreement, the phrase
     "to the best of Seller's knowledge" or words of similar import shall mean
     the actual knowledge of Lori A. Larson, Vice President, Tim Murnane, Vice
     President, Dave Menke, Senior Director of Development, Dan Hanson, Property
     Manager and Jeffrey Smith, Senior Project Manager - Construction.  Seller
     represents to Purchaser that such persons are the only officers or
     representatives of Seller having principal responsibility for the
     development, management, operation, leasing and sale of the Subject
     Property.

          (c)  Representation and Warranty Becoming Untrue.  In the event that,
     between the date of this Agreement and the Closing Date, Seller becomes
     aware that any of the foregoing representations and warranties of Seller is
     no longer true and correct, Seller shall promptly notify Purchaser thereof
     in writing.  Seller covenants and agrees, within thirty (30) days (such
     thirty (30)-day period being sometimes hereinafter referred to as the
     "Warranty Cure Period"), to use reasonable efforts to cure any such then-
     incorrect representations and warranties, and the Closing shall be delayed
     in accordance with this Section 5(c) while Seller undertakes such efforts.
     If, after using reasonable efforts, Seller cannot effect such cure on or
     before the expiration of the Warranty Cure Period, Purchaser shall, within
     five (5) business days following expiration of the Warranty Cure Period,
     elect either (i) to terminate this Agreement (other than the rights and
     obligations of the parties that, by the express terms hereof, survive any
     termination of

                                       9
<PAGE>

     this Agreement), or (ii) to waive any such incorrect representations and
     warranties of Seller, and thereby release Seller from any and all liability
     or obligations with respect thereto, and to proceed hereunder, or (iii) if
     such representations and warranties of Seller are knowingly and
     intentionally breached by Seller, to exercise the remedies available to
     Purchaser under Section 11(b) hereof. Failure of Purchaser to notify Seller
     within the aforesaid five (5)-business day period shall constitute
     Purchaser's irrevocable election under clause (ii) of the immediately
     preceding sentence. In the event that Purchaser terminates this Agreement
     as provided in clause (i) above, the Earnest Money shall be promptly
     returned to Purchaser.

     6.   Representations and Warranties by Purchaser.  Purchaser represents and
warrants to Seller as follows:  (a) Purchaser is a Georgia corporation duly
organized and validly existing and in good standing under the laws of the State
of Georgia, and by the Closing Date, will be in good standing under the laws of
Minnesota as may be required in order for the Title Company to issue the Title
Policy required hereunder; (b) Purchaser has the requisite power and authority
to enter into this Agreement and Purchaser's Closing Documents (as such term is
defined in Section 9(c) hereof); (c) this Agreement has been duly authorized by
all necessary action on the part of Purchaser and this Agreement and Purchaser's
Closing Documents have been or will be duly executed and delivered by Purchaser;
(d) Purchaser's execution, delivery and performance of this Agreement and
Purchaser's Closing Documents will not conflict with or result in violation of
Purchaser's organizational documents, or any judgment, order or decree of any
court or arbiter, to which Purchaser is a party; and (e) this Agreement and
Purchaser's Closing Documents (when signed) are valid and binding obligations of
Purchaser, and are enforceable against Purchaser in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, creditor's rights
and other similar laws.

     7.   Other Matters Related to Representations and Warranties of Seller and
Purchaser. The respective representations and warranties of Seller and Purchaser
contained in this Agreement shall survive Closing; provided, however, that (a)
any cause of action that Purchaser may have against Seller by reason of a breach
or default of any of Seller's representations and warranties set forth herein
shall automatically expire on the date which is one (1) year after the Closing
Date ("Warranty Expiration Date"), except that the same shall not expire as to
any such breach or default as to which Purchaser has instituted litigation
against Seller prior to the Warranty Expiration Date; (b) Seller's total
liability for any breach or breaches of its representations and warranties set
forth herein shall in no event exceed Seller's interest in the Subject Property
or the proceeds from the sale thereof, as the case may be; and (c) Seller shall
have no liability whatsoever to Purchaser with respect to any breach or breaches
by Seller of its representations and warranties set forth herein, if, prior to
Closing, Purchaser obtains actual knowledge of a fact or circumstance, the
existence of which would constitute a breach of Seller's representations and
warranties set forth herein, unless such representations and warranties of
Seller are knowingly and intentionally breached by Seller. Among other things,
for purposes hereof, Purchaser shall be deemed to have actual knowledge of any
fact or circumstance set forth in the estoppel certificates delivered to
Purchaser and in any environmental assessments or engineering reports received
by Purchaser. Seller's representations and warranties set forth herein shall be
deemed automatically modified to the extent that any information contained in
any estoppel certificates delivered to Purchaser prior to Closing or in any
environmental

                                      10
<PAGE>

assessments or engineering reports received by Purchaser is inconsistent with
the matters which are the subject to such representations and warranties.

     8.   Closing.

          (a)  Closing Date.  The closing of the purchase and sale contemplated
     by this Agreement ("Closing") shall occur on or before November 20, 2000,
     or on such earlier or later date as Seller and Purchaser may mutually
     agree, subject to delays occasioned by operation of Sections 3(a), 5(c) or
     9(b) hereof ("Closing Date"), at the offices of Seller's attorneys, Briggs
     and Morgan, P.A., 2400 IDS Center, Minneapolis, MN 55402 or at such other
     location as Seller and Purchaser may mutually agree.

          (b)  Purchaser's Closing Conditions Precedent.  Purchaser's obligation
     to consummate the transaction contemplated by this Agreement shall be
     subject to satisfaction or waiver of each of the following conditions
     ("Purchaser's Closing Conditions Precedent"); provided, however, that
     Purchaser shall have the unilateral right to waive any Purchaser's Closing
     Condition Precedent, in whole or in part, by written notice to Seller:

               (i)   The representations and warranties of Seller set forth in
          Section 5(a) hereof shall be, in all material respects, true and
          complete as of the Closing Date.

               (ii)  Seller shall have performed all of the obligations required
          to be performed by Seller under this Agreement, as and when required
          by this Agreement, in all material respects.

               (iii) Seller shall have obtained an amendment to the Lease, on
          or before the Closing Date, in substantially the form of Exhibit L
                                                                   ---------
          attached hereto and made a part hereof, fully executed by Seller, as
          Landlord under the Lease, and Tenant.

               (iv)  Purchaser shall have received, on or before the Closing
          Date, an estoppel certificate in substantially the form of Exhibit I
                                                                     ---------
          attached hereto and made a part hereof, or otherwise reasonably
          approved by Purchaser, from the Tenant.

               (v)   Seller shall provide Purchaser with (i) evidence reasonably
          acceptable to Purchaser that the Tenant has approved the number of
          parking spaces currently provided on the Subject Property consisting
          of 49 enclosed lower level spaces, 395 ramp spaces and 787 surface
          parking spaces, or (ii) a written undertaking by Seller that Seller
          will construct (at Seller's cost and expense) an additional 21 surface
          parking spaces on the Subject Property on or before  June 1, 2001.

          (c)  Seller's Conditions Precedent.  Seller's obligation to consummate
     the transaction contemplated by this Agreement shall be subject to
     satisfaction or waiver of each of the following conditions ("Seller's
     Closing Conditions Precedent"); provided, however, that Seller shall have
     the unilateral right to waive any Seller's Closing Condition Precedent, in
     whole or in part, by written notice to Purchaser:

                                      11
<PAGE>

               (i)    The representations and warranties of Purchaser set forth
          in Section 6 hereof shall be, in all material respects, true and
          complete.

               (ii)   Purchaser shall have performed all of the obligations
          required to be performed by Purchaser under this Agreement, as and
          when required by this Agreement, in all material respects.

          (d)  Failure of Condition Precedent.  In the event that Purchaser's
     Closing Conditions Precedent or Seller's Closing Conditions Precedent, as
     the case may be, have not been satisfied or waived as of the scheduled
     Closing Date as the same may be extended as permitted above, and provided
     the failure to satisfy or waive any such condition is not attributable to a
     breach or default of this Agreement by Seller or Purchaser, as the case may
     be, this Agreement shall terminate (other than the obligations of the
     parties that, by the express terms hereof, survive any such termination)
     and the Earnest Money shall be returned to the Purchaser.

     9.   Closing Deliveries.

          (a)  Seller's Closing Documents. On the Closing Date, Seller shall
     execute and/or deliver to Purchaser or cause to be executed and/or
     delivered the following (collectively, "Seller's Closing Documents"):

               (i)    Deed. A Limited Warranty Deed conveying the Real Property
          to Purchaser, free and clear of all encumbrances, except the Permitted
          Encumbrances, in the form set forth in Exhibit J attached hereto and
                                                 ---------
          made a part hereof (the "Deed").

               (ii)   Bill of Sale.  A Bill of Sale transferring the Personal
          Property to Purchaser, in the form set forth in Exhibit K attached
                                                          ---------
          hereto and made a part hereof (the "Bill of Sale").

               (iii)  Seller's Affidavit.  An Affidavit of Seller indicating
          that on the Closing Date, to the best of Seller's knowledge, there are
          no outstanding, unsatisfied judgments, tax liens (other than the lien
          of real estate taxes not yet due and payable) or bankruptcies against
          or involving Seller or the Real Property; and that, to the best of
          Seller's knowledge, there are no other unrecorded interests in the
          Real Property other than the Lease as amended by the Fifth Amendment,
          and the Storage Agreement.  Such Affidavit shall be in such form and
          shall contain such averments as may be reasonably required by the
          Title Company in order for the Title Company to issue to Purchaser its
          owner's policy of title insurance without exception for rights of
          parties in possession (other than the rights of the Tenant under the
          Lease and Storage Agreement, as tenant and licensee only) and without
          exception for filed or unfiled mechanics' and materialmen's liens.

               (iv)   Original Documents. Original copies of the Lease, the
          Storage Agreement, the Permits, those of the Service Contracts (if
          any) to be assigned to and assumed by Purchaser pursuant to Section
          1(e) hereof, the Warranties and the

                                      12
<PAGE>

          Plans, to the extent that the same are in Seller's possession or
          control and have not previously been delivered to Purchaser.

               (v)    FIRPTA Affidavit. A non-foreign affidavit properly
          containing such information as is required by Section 1445(b)(2) of
          the Internal Revenue Code and the regulations promulgated thereunder.

               (vi)   Title Documents. Such affidavits of Seller or other
          documents as may be reasonably required by the Title Company in order
          to record the Deed and issue the title insurance policy required by
          this Agreement.

               (vii)  Tax Reporting Designation. A Designation of Person
          Responsible for Tax Reporting under Internal Revenue Code Section 6045
          in the form of Exhibit M attached hereto and made a part hereof
                         ---------
          designating the Title Company as the party responsible for making
          returns required under Internal Revenue Code Section 6405.

               (viii) Operating Expense Statement.  An operating expense
          statement certified by Seller to be a complete and correct list and
          description of operating expenses relating to Seller's ownership,
          operation, management and maintenance of the Subject Property since
          September 1, 2000.

               (ix)   Miscellaneous.  Keys to all locks at the Subject Property
          in Seller's possession or control; and the documents referred to in
          Section 9(d) below.

          (b)  Title Policy. At Closing, Seller shall cause the Title Company to
     deliver to Purchaser its owner's title insurance policy required by this
     Agreement. Seller hereby agrees that Seller shall remove, satisfy or cure
     at or prior to the Closing, any Unpermitted Encumbrances created by Seller
     after the effective date of this Agreement in violation of this Agreement
     or any Unpermitted Encumbrances consisting of taxes and installments of
     special assessments (except for taxes which are not yet due or payable
     which shall be prorated between Seller and Purchaser and installments of
     special assessments as provided in Section 10(a) below), mortgages,
     mechanic's or materialmen's liens or other such monetary encumbrances. In
     the event that Seller shall fail, on or before the date of Closing, to
     remove, satisfy or cure any Unpermitted Encumbrances that Seller is
     obligated hereunder to remove, satisfy or cure or as to which Seller gave
     assurance to Purchaser that Seller would remove, satisfy or cure as
     provided in Section 3(b) above or that Seller created after the Effective
     Date of this Agreement in violation of this Agreement, (i) Purchaser may
     terminate this Agreement by written notice to Seller and Title Company, in
     which even the Earnest Money shall be immediately refunded to Purchaser,
     (ii) Purchaser may remove, cure or cause the Title Company to endorse over
     such Unpermitted Encumbrance, in which event the Purchase Price payable
     pursuant to Section 2 hereof shall be reduced by an amount equal to the
     actual cost and expense incurred by Purchaser in connection with the
     removing, curing or endorsing over of such Unpermitted Encumbrance, or
     (iii) Purchaser may accept title to the Real Property subject to such
     Unpermitted Encumbrances, or (iv) any combination of items (ii) and

                                      13
<PAGE>

     (iii). In the event Purchaser elects to remove, cure or cause the Title
     Company to endorse over any such Unpermitted Encumbrances pursuant to item
     (ii) above, Purchaser at its option, upon giving notice to Seller, may
     extend the date of Closing until the curing of such Unpermitted
     Encumbrances or fifteen (15) days from and after the previously scheduled
     date of Closing, whichever shall first occur. If any defect or objection
     shall not have been removed, cured or endorsed over within such period,
     Purchaser may exercise its option under either item (i) or (iii) hereof.
     Notwithstanding the foregoing, the parties hereto agree that if Seller has
     not completed the Proceeding Subsequent to Initial Registration set forth
     in item 1 of Schedule B - Section 1 of the Commitment by the Closing Date
     and the Title Company agrees to insure over Seller's failure to have
     completed such requirement, Seller undertakes and agrees with Purchaser to
     complete said Proceeding Subsequent and obtain the Order deleting the
     recitals listed in item 1 of Schedule B - Section 1 of the Commitment. The
     foregoing undertaking and agreement shall survive the Closing.

          (c)  Purchaser's Closing Documents. On the Closing Date, Purchaser
     shall execute and/or deliver or cause to be executed and/or delivered to
     Seller the following (collectively, "Purchaser's Closing Documents"):

               (i)    Purchase Price.  The Purchase Price, plus or minus
          prorations and other adjustments, if any, by wire transfer of
          immediately available funds.

               (ii)   Title Documents.  Such affidavits of Purchaser other
          documents as may be reasonably required by the Title Company in order
          to record the Deed and issue the title insurance policy required by
          this Agreement.

          (d)  Purchaser's and Seller's Closing Documents.  On the Closing Date,
     Seller and Purchaser shall jointly execute and deliver the following:

               (i)    Closing Statement.  A closing statement in form and
          substance reasonably acceptable to both Seller and Purchaser, and
          consistent with the terms, provisions and conditions of this
          Agreement.

               (ii)   Transfer Tax Declarations. Such Certificate of Real Estate
          Value or similar declarations, affidavits or certificates as may be
          required by applicable law.

               (iii)  Assignment and Assumption of Lease. An Assignment and
          Assumption of Lease pursuant to which, among other things, (A) Seller
          shall assign to Purchaser all of Seller's right, title and interest as
          landlord in, to and under the Lease and Storage Agreement, and
          Purchaser shall assume the obligations of the landlord under the Lease
          and Storage Agreement with respect to any event, fact or circumstance
          that occurs, from and after the Closing Date; (B) Seller shall defend,
          indemnify and hold harmless Purchaser from and against any lease
          defaults by the landlord under the Lease and Storage Agreement with
          respect to any event, fact or circumstance that occurs prior to the
          Closing Date, and Purchaser shall defend, indemnify and hold harmless
          Seller from and against

                                      14
<PAGE>

          any lease defaults by the landlord under the Lease and Storage
          Agreement with respect to any event, fact or circumstance that occurs
          from and after the Closing Date, subject, however, to Section 26
          hereof; and (C) the total liability of Seller for breach thereof shall
          be limited to Seller's interest in the Subject Property or the
          proceeds from the sale thereof, as the case may be, and the total
          liability of Purchaser for breach thereof shall be limited to
          Purchaser's interest in the Subject Property.

                (iv)  Assignment and Assumption of Permits, Warranties and
          Plans. An Assignment and Assumption of Permits, Warranties and Plans,
          pursuant to which, among other things, (A) Seller shall assign to
          Purchaser all of Seller's right, title and interest as owner in, to
          and under the Permits, Warranties and Plans, and Purchaser shall
          assume all obligations of the owner under the Permits, Warranties and
          Plans with respect to any event, fact or circumstance that occurs,
          from and after the Closing Date; (B) Seller shall defend, indemnify
          and hold harmless Purchaser from and against any default in the
          performance by the owner of its obligations under the Permits,
          Warranties and Plans with respect to any event, fact or circumstance
          that occurs prior to the Closing Date, and Purchaser shall defend,
          indemnify and hold harmless Seller from and against any default in the
          performance by the owner of its obligations under the Permits,
          Warranties and Plans with respect to any event, fact or circumstance
          that occurs from and after the Closing Date; (C) Purchaser shall
          defend, indemnify, and hold harmless Seller and Seller's Affiliates
          from any unauthorized use of the Plans, as more particularly set forth
          in Section 1(f) hereof; and (D) the total liability of Seller for
          breach thereof shall be limited to Seller's interest in the Subject
          Property or the proceeds from the sale thereof, as the case may be,
          and the total liability of Purchaser for breach thereof shall be
          limited to Purchaser's interest in the Subject Property.

                (v)   Assignment of Service Contracts. An Assignment and
          Assumption of Service Contracts pursuant to which, among other things,
          (A) Seller and/or Seller's property manager shall assign to Purchaser
          all right, title and interest of Seller and/or Seller's property
          manager, as buyer, in, to and under the Service Contracts which are to
          be assigned hereunder, and Purchaser shall assume all obligations of
          Seller and/or Seller's property manager under such Service Contracts
          with respect to any event, fact or circumstance that occurs, from and
          after the Closing Date; (B) Seller shall defend, indemnify and hold
          harmless Purchaser from and against any defaults by the buyer under
          such Service Contracts with respect to any event, fact or circumstance
          that occurs prior to the Closing Date, and Purchaser shall defend,
          indemnify and hold harmless Seller and/or Seller's property manager
          from and against any defaults by the buyer under such Service
          Contracts with respect to any event, fact or circumstance that occurs
          from and after the Closing Date; and (C) the total liability of Seller
          for breach thereof shall be limited to Seller's interest in the
          Subject Property or the proceeds from the sale thereof, as the case
          may be, and the total liability of Purchaser for breach thereof shall
          be limited to Purchaser's interest in the Subject Property.

                                      15
<PAGE>

               (vi)   Notices to Tenant.  Written notices to the Tenant advising
          it of the sale of the Subject Property and directing it to make future
          lease payments to Purchaser at the place designated by Purchaser.

               (vii)  Miscellaneous. Such other documents, instruments and
          affidavits as shall be reasonably necessary to consummate the
          transaction contemplated by this Agreement, including, without
          limitation, affidavits identifying any brokers involved as the only
          persons entitled to a brokerage or similar commission in connection
          with consummation of the transaction contemplated hereby.

     10.  Adjustment and Prorations. Seller and Purchaser shall make all
adjustments and apportion all expenses with respect to the Subject Property,
including, without limitation, the following:

          (a)  Real Estate Taxes and Special Assessments.   Seller shall be
     responsible for payment to the collecting authorities of all real estate
     taxes and installments of special assessments affecting the Real Property
     (collectively, "Taxes") due and payable in 1999 and prior years.  Taxes due
     and payable in the year 2000 shall be prorated between Seller and Purchaser
     as of the date immediately preceding the Closing Date ("Proration Date"),
     and Purchaser shall be responsible for payment to the collecting
     authorities of all Taxes which become due and payable after the Proration
     Date.  There shall be no further proration of Taxes.

          (b)  Title Insurance.  Seller shall pay for the cost of the owner's
     title insurance policy required under this Agreement.  Purchaser shall pay
     for the cost of any additional endorsements to the owner's title insurance
     policy which Purchaser is able to obtain from the Title Company, and all
     costs of any lender's title insurance policy.

          (c)  Closing Fee.  Seller and Purchaser will each pay one-half of any
     reasonable and customary closing fee by the Title Company.

          (d)  Deed or Transfer Tax.  Seller shall pay all applicable deed taxes
     imposed by the State of Minnesota.

          (e)  Rents.  The following items shall be prorated on an accrual basis
     up to and including the Proration Date, on the basis of the most recent
     ascertainable amounts thereof or on the basis of such other reasonably
     reliable information with respect thereto:  (i) current and advance rental
     payments under the Leases; (ii) operating expense and insurance escalations
     and adjustments and other charges payable by the Tenant to the landlord
     under the Lease, excluding any contributions toward the payment of Taxes
     (collectively, "Expense Contributions"); (iii) any utility charges and
     deposits made by Seller with respect to utilities for which the landlord
     under the Lease is responsible; and (iv) all other items of accrued or
     prepaid income and expenses, other than delinquent rental payments under
     the Lease.  Such prorations shall not account for or reflect any of the
     foregoing items to the extent Tenant is delinquent in payment of the same.

          When actual Expense Contributions for the year in which Closing occurs
     are known (and the year preceding the year in which Closing occurs if such
     amounts are not

                                      16
<PAGE>

     known at Closing), Purchaser shall bill the Tenant for the additional
     amount, if any, owed by such Tenant as a result of non-payment or
     underpayment of the Tenant's share of Expense Contributions for the year to
     which such Expense Contributions apply under the Tenant's Lease. Upon
     collection of such amounts the same shall be prorated between Seller and
     Purchaser, and Purchaser shall pay Seller all amounts due Seller for the
     period prior to the Proration Date as soon as reasonably practical. In the
     event that the Expense Contributions collected by Seller for the period up
     to and including the Proration Date exceed the actual Expense Contributions
     for such period, Seller shall pay to Purchaser an amount equal to the
     excess of the Expense Contributions collected over the actual Expense
     Contributions for such period as soon as reasonably practical after such
     Expense Contributions are known. Seller shall have the right to inspect the
     books and records of the Subject Property to verify that Purchaser is
     remitting to Seller all amounts to be remitted to Seller according to the
     terms of this Agreement, and for any other purpose related to Seller's
     prior ownership of the Subject Property. Notwithstanding the foregoing, if
     the amounts to be prorated hereunder can be established with reasonable
     certainty at Closing, the appropriate party shall receive credit therefor
     at Closing, which credit shall be final and in lieu of any proration
     contemplated hereby.

          In the event that on the Closing Date the Tenant is delinquent for a
     period of thirty (30) days or less in the payment of rent (base rent,
     additional rent or otherwise), billed but unpaid at the time of Closing, a
     proportionate share of such delinquent rent shall be credited in favor of
     Seller, it being understood that if the Tenant is delinquent for a period
     of thirty (30) days or less in the payment of current monthly rent but is
     also delinquent for a period of more than thirty (30) days for past monthly
     rent, all such rent shall be considered delinquent for more than thirty
     (30) days for purposes of this grammatical paragraph.  In the event that on
     the Closing Date the Tenant is delinquent for a period of more than thirty
     (30) days in the payment of rent (base rent, additional rent or otherwise),
     billed but unpaid at the time of Closing, then no proration shall be made
     at Closing, and, after Closing, Seller shall have the right to proceed
     against the Tenant for collection of such past due amounts, which
     proceedings may include instituting litigation for damages, but not
     eviction from or dispossession of the leased premises.  If Seller recovers
     any such delinquent amounts, the same shall be distributed in the following
     order of priority: (i) to Seller for amounts due or accrued from Tenant
     prior to the Proration Date, then (ii) the balance to Purchaser.  If
     Purchaser recovers any such delinquent amounts, the same shall be
     distributed in the following order of priority:  (i) to Purchaser for
     amounts due or accrued from Tenant from and after the Closing Date, then
     (ii) the balance to Seller, provided the same has not previously been
     credited to Seller as provided above.

          (f)  Recording Costs.  Seller shall pay the cost of recording all
     documents necessary to place record title in the condition required by this
     Agreement other than the cost of recording the Deed which shall be paid by
     Purchaser.

          (g)  Operating Expenses.  All other operating costs of the Subject
     Property shall be allocated between Seller and Purchaser as of the
     Proration Date, so that Seller pays that part of such other operating costs
     payable before the Proration Date, and Purchaser pays that part of such
     operating costs payable from and after the Proration Date.

                                      17
<PAGE>

          (h)  Attorney's Fees.  Each of the parties shall pay its own
     attorneys' fees, except that a party defaulting under this Agreement or any
     closing document shall pay the reasonable attorneys' fees and court costs
     incurred by the nondefaulting party to enforce successfully its rights
     regarding such default.

          (i)  Other Costs.  All other costs shall be allocated in accordance
     with the customs prevailing in similar transactions in the greater
     metropolitan Twin Cities area.

          (j)  Free Rent.  Seller shall pay to Purchaser at Closing the sum of
     $738,416.55 representing the total amount of free or reduced rental under
     the Lease for the period from and after the Closing Date, which amount is
     calculated as provided in Exhibit N attached hereto and made a part hereof,
                               ---------
     based upon an assumed Closing Date of November 20, 2000.  In the event the
     actual amount of free or reduced rental under the Lease is determined
     (either before or after Closing) to be more or less than $738,416.55, or in
     the event the Closing shall occur on a date other than November 20, 2000,
     the foregoing payment amount shall be recalculated and Seller and Purchaser
     shall promptly make appropriate adjustments and payments between them so
     that the payment by Seller to Purchaser under this Section 10(j) shall
     equal the total amount of free or reduced rental under the Lease for the
     period from and after the Closing Date.

     The obligations of the parties under this Section 10 shall survive the
Closing and delivery of the Deed.

     11.  Default.

          (a)  If Purchaser defaults in its obligation to consummate this
     Agreement, Seller shall be entitled, at Seller's option, to terminate this
     Agreement, and the Earnest Money shall be forfeited to Seller, as Seller's
     sole and exclusive remedy; provided, however, that Seller shall also have
     the right to sue for or otherwise recover actual damages as a result of
     Purchaser's failure to perform Purchaser's indemnity obligations herein.

          (b)  If Seller defaults in its obligations under this Agreement or
     knowingly and intentionally breaches its representations and warranties
     hereunder, Purchaser shall be entitled either (i) to terminate this
     Agreement and have the Earnest Money returned as Purchaser's sole and
     exclusive remedy, or (ii) to enforce specific performance of the terms and
     provisions of this Agreement; provided, however, that if Purchaser elects
     to terminate this Agreement and have the Earnest Money returned, Seller
     agrees to pay the actual out-of-pocket expenses incurred by Purchaser (not
     to exceed $100,000) in connection with Purchaser's proposed acquisition of
     the Property.

     12.  Damage. If, prior to the Closing Date, all or any part of the
Improvements are damaged by fire or other casualty, Seller shall promptly give
notice to Purchaser of such fact. If any part of the Improvements are
substantially damaged, at Purchaser's option (to be exercised by Purchaser's
written notice to Seller given within thirty (30) days after Seller's initial
notice to Purchaser), this Agreement shall terminate. In the event of any such
termination of this Agreement, neither party will have any further obligations
under this Agreement (other than the

                                      18
<PAGE>

obligations of the parties that, by the express terms hereof, survive any such
termination), and the Earnest Money shall be refunded to Purchaser. If Purchaser
fails to elect to terminate (in the manner provided in this Section 12) despite
such damage, or if the Improvements are damaged but not substantially, Seller
shall promptly commence to repair such damage or destruction and to return the
Improvements to substantially their condition prior to such damage. If such
damage shall be completely repaired prior to the Closing Date, then there shall
be no reduction in the Purchase Price, and Seller shall retain the proceeds of
all insurance related to such damage. If such damage shall not be completely
repaired prior to the Closing Date, but Seller is diligently proceeding to
repair, then Seller shall complete the repair after the Closing Date and shall
be entitled to receive the proceeds of all insurance related to such damage;
provided, however, that Purchaser shall have the right to delay the Closing Date
until repair is completed. For purposes of this Section 12, the words
"substantially damaged" mean damage that would cost $750,000 or more to repair
or damage that would entitle the Tenant to terminate the Lease.

     13.  Condemnation. If, prior to the Closing Date, eminent domain
proceedings are commenced against all or any part of the Subject Property, or if
the Subject Property is subjected to a bona fide threat of eminent domain, or if
Seller has received notice that any such eminent domain proceedings are
contemplated, Seller shall immediately give notice to Purchaser of such fact
and, at Purchaser's option (to be exercised within thirty (30) days after
Seller's notice), this Agreement shall terminate. In the event of any such
termination, neither party will have further obligations under this Agreement
(other than the obligations of the parties that, by the express terms hereof,
survive any such termination), and the Earnest Money shall be refunded to
Purchaser. If Purchaser fails to elect to terminate (in the manner provided in
this Section 13), then there shall be no reduction in the Purchase Price, and
Seller shall assign to Purchaser at the Closing Date all of Seller's right,
title and interest in and to any award made or to be made in the condemnation
proceedings. Prior to the Closing Date, Seller shall not designate counsel,
appear in, or otherwise act with respect to the condemnation proceedings without
Purchaser's prior written consent, which consent shall not be unreasonably
withheld or delayed; provided, however, that if any action is necessary with
respect to such proceeding to avoid any forfeiture or material prejudice, Seller
shall be entitled to take such action as and to the extent necessary without
obtaining Purchaser's prior written consent.

     14.  Broker's Commission. Seller represents and warrants to Purchaser that
in connection with the transaction contemplated hereby, no third party broker or
finder has been engaged or consulted by Seller or is entitled to compensation or
commission in connection herewith, other than CB Richard Ellis, Inc. ("Seller's
Broker"). Seller shall be responsible for payment of the broker's commission due
and owing Seller's Broker. Seller shall defend, indemnify and hold harmless
Purchaser from and against any and all claims of brokers, finders or any like
third party claiming any right to commission or compensation by or through acts
of Seller in connection herewith. Purchaser represents and warrants to Seller
that in connection with the transaction contemplated hereby, no third party
broker or finder has been engaged or consulted by Purchaser or is entitled to
compensation or commission in connection herewith, other than Seller's Broker.
Purchaser shall defend, indemnify and hold harmless Seller from and against any
and all claims of brokers, finders or any like party claiming any right to
commission or compensation by or through acts of Purchaser in connection
herewith other than Seller's Broker. The indemnity obligations hereunder shall
include, without limitation, all damages, losses, risks, liabilities and
expenses (including, without limitation, reasonable attorneys' fees

                                      19
<PAGE>

and costs) arising from and related to matters being indemnified hereunder.
Neither Seller's Broker nor any other broker, finder or like party shall be
entitled to rely (as a third-party beneficiary or otherwise) on the provisions
herein in claiming any right to commission or compensation or otherwise. The
obligations of the parties under this Section 14 shall survive the Closing or
any termination of this Agreement.

     15.  Mutual Indemnification.  Seller and Purchaser agree to indemnify each
other against, and hold each other harmless from all liabilities (including,
without limitation, reasonable attorneys' fees in defending against claims)
arising out of the ownership, operation or maintenance of the Subject Property
for their respective periods of ownership; provided, however, that nothing
herein shall diminish the defense, indemnify and hold harmless obligations of
Purchaser set forth in Section 3(b) hereof with respect to matters arising from
or related to the Tests.  If and to the extent that the indemnified party has
insurance coverage, or the right to make claim against any third party for any
amount to be indemnified against as set forth above, the indemnified party will,
upon full performance by the indemnifying party of its indemnification
obligations, assign such rights to the indemnifying party.  If such rights are
not assignable, the indemnified party will diligently pursue such rights by
appropriate legal action or proceeding and assign the recovery and/or right of
recovery to the indemnifying party to the extent of the indemnification payment
made by such party.  The provisions of this Section 15 shall survive Closing and
execution and delivery of the Deed.

     16.  Assignment.  Purchaser may not assign its rights under this Agreement
without the prior written consent of Seller; provided, however, that Purchaser
may assign its rights under this Agreement to Wells Operating Partnership, L.P.,
a Delaware limited partnership ("WLP") or Wells Real Estate Investment Trust,
Inc., a Maryland corporation ("Wells REIT") or Wells Development Corporation, a
Georgia corporation ("WDC") or any trust, corporation, partnership or limited
liability company controlling, controlled by or under common control with
Purchaser, WLP, Wells REIT, WDC or any partnership having Purchaser, WLP, Wells
REIT or WDC or any entity controlled by Purchaser, WLP, Wells Reit or WDC as a
direct or indirect general partner.  For purposes hereof, "control" shall mean
ownership (directly or indirectly) of 51% or more of the voting or other
comparable ownership interest of any such trust, corporation, partnership or
limited liability company.  Any assignment shall be subject to all the
provisions, terms, covenants and conditions of this Agreement, and the assignor
shall, in any event, continue to be and remain liable under this Agreement, as
it may be amended from time to time, as a principal and not as a surety without
notice to such assignor.  Any such assignment and assumption shall be evidenced
by a written agreement in form and substance reasonably acceptable to Seller.

     17.  Notices. Any notice or other communication in connection with this
Agreement shall be in writing and shall be sent by United States certified mail,
return receipt requested, postage prepaid, by nationally recognized overnight
courier guarantee next day delivery, by telecopy or facsimile transmission, or
by personal delivery, properly addressed as follows:

          If to Seller:       Opus Northwest, L.L.C.
                              10350 Bren Road West
                              Minnetonka, MN 55343
                              Attn: Lori Larson, Vice President

                                      20

<PAGE>

                              Facsimile No.: (952) 656-4814

          With a copy to:     Opus L.L.C. Legal Department
                              10350 Bren Road West
                              Minnetonka, MN 55343
                              Attn:  Brad Osmundson
                              Facsimile No.: (952) 656-4814

          And a copy to:      Briggs and Morgan, P.A.
                              2400 IDS Center
                              Minneapolis, MN  55402
                              Attn:  Charles R. Haynor, Esq.
                              Facsimile No.: (612) 334-8650

          If to Purchaser:    Wells Capital, Inc.
                              6200 The Corners Parkway
                              Suite 250
                              Norcross, GA 30092
                              Attn:  Michael C. Berndt
                              Facsimile No.:  (770) 200-8222

          With a copy to:     Troutman Sanders LLP
                              Bank of America Plaza
                              600 Peachtree Street N.E.
                              Suite 5200
                              Atlanta, Georgia  30308-2216
                              Attn:  John W. Griffin, Esq.
                              Facsimile No.:  (404) 962-6577

All notices shall be deemed given three (3) business days following deposit in
the United States mail with respect to certified or registered letters, one (1)
business day following deposit if delivered to an overnight courier guaranteeing
next day delivery and on the same day if sent by personal delivery or by
telecopy or facsimile transmission (with proof of transmission).  Attorneys for
each party shall be authorized to give notices for each such party.  Any party
may change its address for the service of notice by giving written notice of
such change to the other party, in any manner above specified.

     18.  Captions.  The section headings or captions appearing in this
Agreement are for convenience only, are not a part of this Agreement, and are
not to be considered in interpreting this Agreement.

     19.  Entire Agreement; Modification.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter herein
contained, and all prior negotiations, discussions, writings and agreements
between the parties with respect to the subject matter herein contained are
superseded and of no further force and effect.  No covenant, term or condition
of this Agreement shall be deemed to have been waived by either party, unless
such waiver is in writing signed by the party charged with such waiver.

                                      21
<PAGE>

      20. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

      21. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.


      22. Severability.  The unenforceability or invalidity of any provisions
hereof shall not render any other provision herein contained unenforceable or
invalid.

      23. "As Is" Sale.  Purchaser acknowledges that except as set forth in this
Agreement and in Seller's Closing Documents (which term "Seller's Closing
Documents" includes the documents referred to in Section 9(d) above), (a)
neither Seller, nor any principal, agent, attorney, employee, broker, or other
representative of Seller, has made any representation or warranty of any kind
whatsoever, either express or implied, with respect to the Subject Property or
any matter related thereto; (b) Purchaser is not relying on any warranty,
representation, or covenant, express or implied, with respect to the condition
of the Subject Property; and (c) Purchaser is acquiring the Subject Property in
its "as-is" condition with all faults.  In particular, but without limitation,
except as set forth in this Agreement and the Seller's Closing Documents, Seller
makes no representations or warranties with respect to the use, condition,
occupation or management of the Subject Property, compliance of the Subject
Property with applicable statutes, laws, codes, ordinances, regulations or
requirements or compliance of the Subject Property with covenants, conditions,
and restrictions, whether or not of record.

      24. Time of Essence.  Time is of the essence of this Agreement.

      25. Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      26. Construction Warranty.  Pursuant to Section 17.1.15 of the Lease,
Seller has warranted to Tenant that the "Tenant Improvements" and related
materials, equipment and installation shall be free from defects in workmanship
and shall conform to the plans and specifications, which warranty is stated to
run for a period of one (1) year after the applicable commencement date for
leased space finished by Seller, and Seller agreed to repair, correct or replace
as necessary any defective item occasioned by a breach of such warranty if
notified by Tenant of the defective item within the foregoing one (1) year
period.  In the event Purchaser is notified by Tenant of a claim under Section
17.1.5 of the Lease (a "Claim"), Purchaser shall notify Seller of such Claim and
Seller shall promptly repair, correct or replace the claimed defective item
occasioned by such breach of warranty and provide Purchaser with reasonable
evidence of such repair, correction or replacement.  Purchaser agrees to provide
Seller access to the Property for the purposes of making such repairs,
corrections or replacements.  In the event Seller fails to promptly repair,
correct or replace such defective item, Purchaser may, after giving Seller five
days notice of such failure on the part of Seller, repair, correct or replace
such defective item and  Seller hereby agrees that in the event Purchaser shall
incur any costs or expenses in performing and complying with the obligations of
the Landlord under Section 17.1.15 of the Lease, Seller shall promptly reimburse
Purchaser for any such costs and expenses, net of any amounts thereof recovered
by Purchaser under any Warranties, within ten (10)

                                      22
<PAGE>

business days after receipt by Seller of a written request for such payment from
Purchaser accompanied by copies of invoices or other back-up information
substantiating the amount of such costs and expenses incurred by Purchaser. The
obligations of Seller under this Section 26 shall survive the Closing, but only
with respect to Claims asserted in writing by Purchaser within thirteen (13)
months after the Closing.

     27.  Exhibits. The following exhibits are made a part hereof, with the same
force and effect as if specifically set forth herein:

     Exhibit A -  Legal Description
     Exhibit A-1  Schedule of Easement Documents
     Exhibit B -  Personal Property
     Exhibit C -  Schedule of Lease
     Exhibit C-1  Schedule of Broker Commissions
     Exhibit D -  Schedule of Permits
     Exhibit E -  Schedule of Service Contracts
     Exhibit F -  Schedule of Warranties
     Exhibit G -  Form of Earnest Money Escrow Agreement
     Exhibit H -  Permitted Encumbrances
     Exhibit I -  Form of Tenant Estoppel Certificate
     Exhibit J -  Form of Deed
     Exhibit K -  Form of Bill of Sale
     Exhibit L    Form of Fifth Amendment to Lease
     Exhibit M    Designation of Person Responsible for Tax Reporting
     Exhibit N    Calculation of Payment Attributable to Free or Reduced Rentals
                  under Lease
     Exhibit O    Form of Storage Agreement
     Exhibit P    Form of Amended Link Agreement
     Exhibit Q    Form of Driveway and Storm Sewer Easement Amendment

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

PURCHASER:                                 SELLER:



WELLS CAPITAL, INC.,                       OPUS NORTHWEST, L.L.C.
a Georgia corporation                      a Delaware limited liability
company



By: /s/ Douglas P. Williams                By: /s/ Lori A. Larson
   ----------------------------               ----------------------------

Its: Senior Vice President                 Its: Vice President--Sales
    ---------------------------                ---------------------------


                                      23
<PAGE>

                                   EXHIBIT A

                               Legal Description

          Lot 2, Block 1, and Outlot C, Crescent Ridge Corporate Center,
          according to the recorded plat thereof, Hennepin County, Minnesota

                                      A-1
<PAGE>

                                  EXHIBIT A-1


      1.  Amended and Restated Declaration of Easements, Covenants and
Restrictions Regarding Link dated October ___, 2000 and recorded in the office
of the Hennepin County Registrar of Titles as Document No. ________.

      2.  Declaration of Covenants, Restrictions and Easements dated May 10,
1999 and recorded in the office of the Hennepin County Registrar of Titles as
Document No. 3155465.

      3.  Declaration of Covenants and Easements Regarding Stormwater Retention
Pond dated October 14, 1999, recorded in the office of the Hennepin County
Registrar of Title as Document No. 3216830.

      4.  Declaration of Driveway and Storm Sewer Easement dated October 14,
1999 recorded in the Office of the Hennepin County Registrar of Titles as
Document No. 3216831, as amended by Amended and Restated Declaration of
Driveway, Monument and Storm Sewer Easement dated _______ __, 2000.

                                     A-1-1
<PAGE>

                                   EXHIBIT B

                               Personal Property

                                 Monument Sign

                        Steel Bench and Storage Cabinet

                                   6' ladder

                                   8' ladder

                                      B-1
<PAGE>

                                   EXHIBIT C

                                     Lease

Metris Direct Inc.



Multi-Tenant Office Lease Agreement, dated 3/29/1999

Guaranty, dated 6/9/1999

First Amendment to Lease, dated 7/12/1999

Consent to First Amendment to Multi-Tenant Office Lease Agreement, dated
8/9/1999

Second Amendment to Multi-Tenant Office Lease Agreement, dated 12/17/1999

Consent to Second Amendment to Multi-Tenant Office Lease Agreement dated _______
(to be entered into).

Third Amendment to Multi-Tenant Office Lease Agreement, dated 4/17/2000

Consent to Third Amendment to Multi-Tenant Office Lease Agreement, dated
4/17/2000

Fourth Amendment to Multi-Tenant Office Lease Agreement, dated 6/21/2000

Consent to Fourth Amendment to Multi-Tenant Office Lease Agreement, dated
6/21/2000

Fifth Amendment to Multi-Tenant Office Lease Agreement dated __/__/00 (to be
entered into)

Consent To Fifth Amendment to Multi-Tenant Office Lease Agreement dated _______
(to be entered into).

Storage Space Licensing Agreement dated ___________, 2000 by and between Opus
Northwest, L.L.C. and Metris Direct, Inc. and guaranteed by Metris Companies,
Inc. (to be entered into)

                                      C-1
<PAGE>

                                  EXHIBIT C-1

                        Schedule of Broker Commissions

                                     None

                                     C-1-1
<PAGE>

                                   EXHIBIT D

                              Schedule of Permits



Building Permit

Permit #078815

Issued Date 4/13/1999



Certificate of Occupancy - Shell

Permit #78815

Issued Date 5/31/2000



Certificate of Occupancy - Metris Direct Inc. (floors 3-8)

Permit #M1087297

Issued Date 8/25/2000



Certificate of Occupancy - Metris Direct Inc. (floors 1 & 9)

Expected Issuance Date:  No later than October 15, 2000



Certificate of Occupancy - Metris Direct Inc. (floor 2)

Expected Issuance Date:  No later than October 31, 2000

                                      D-1
<PAGE>

                                   EXHIBIT E

                         Schedule of Service Contracts

Agreement dated July 10, 2000 between ABM Janitorial and Opus Northwest
Management, L.L.C. for cleaning services.

Agreement dated July 17, 2000 between BFI Waste Systems of North America and
Opus Northwest Management, L.L.C. for trash removal services.

Agreement dated May 28, 2000 between Muzak Limited Partnership and Opus
Northwest Management, L.L.C. for music services.

Agreement dated May 30, 2000 between Otis Elevator Company and Opus Northwest
Management L.L.C. for elevator services.

Agreement dated June 27, 2000 between TruGreen LandCare and Opus Northwest
Management, L.L.C. for landscape services.

                                      E-1
<PAGE>

                                   EXHIBIT F

                       Schedule of Unexpired Warranties

                                and Guaranties

Roofing Guarantee

Dalco Roofing & Sheet Metal, Inc.

Expires 7/25/2010

                                      F-1