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                                                              Exhibit 10.15
                                                              -------------




                               PURCHASE AGREEMENT



                                 by and between



                     CITIZENS TELECOM SERVICES COMPANY LLC,


                                   as Seller,


                                       and


                                 PEPSICO, INC.,

                                  as Purchaser


                           Premises:        5600 Headquarters Drive
                                            Plano, Texas




                           Date:            January 31, 2003



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<PAGE>

                               PURCHASE AGREEMENT
                               ------------------

     THIS PURCHASE  AGREEMENT  (this  "Contract") is made and entered into as of
this 31st day of January,  2003 (the "Effective  Date") by and between  CITIZENS
TELECOM SERVICES COMPANY llc, a Delaware limited liability  company  ("Seller"),
whose principal place of business is located at Three High Ridge Park, Stamford,
Connecticut  06905 and PEPSICO,  INC., a North Carolina  corporation  and/or its
permitted  successors,  affiliates and assigns  ("Purchaser"),  whose  principal
place of  business  is located at 700  Anderson  Hill Road,  Purchase,  New York
10577-1444.

                                    ARTICLE I

                                    PROPERTY
                                    --------

     Section  1.01.  Property.  Seller  hereby  agrees  to sell  and  convey  to
Purchaser,  and Purchaser hereby agrees to purchase from Seller,  upon the terms
and conditions set forth herein, the following properties and assets:

          (a) That certain tract of real property located in Plano,  Texas, more
     particularly  described in Exhibit A attached hereto and made a part hereof
     for all  purposes,  together  with  (i) all and  singular  the  rights  and
     appurtenances pertaining to such real property,  including all right, title
     and interest of Seller, if any, in and to any easements,  adjacent streets,
     alleys and  rights-of-way  and all oil and mineral rights and reservations,
     and (ii) all of Seller's  right,  title and  interest in any and all water,
     water rights or similar  rights or privileges  (including  tap rights),  if
     any,  appurtenant to or used in connection  with the ownership or operation
     of such real property (all of the foregoing being hereinafter  collectively
     referred to as the "Real Property").

          (b) All  improvements,  structures  and fixtures now  constructed  and
     completed  with respect to and  situated on the Real  Property and owned by
     Seller,  including  without  limitation  that certain  building and related
     facilities  (containing  approximately 254,653 rentable square feet/285,000
     gross square feet (without any representation or warranty as to such square
     footage)) located at 5600 Headquarters Drive,  Plano, Texas,  together with
     all of Seller's  right,  title and interest in all parking  areas,  loading
     dock  facilities,  landscaping  and  other  improvements,   structures  and
     fixtures owned by Seller located on the Real Property (all of the foregoing
     being hereinafter collectively referred to as the "Improvements").

          (c) All of Seller's interest in all leases covering all or any portion
     of the Real Property and/or the Improvements (collectively,  the "Leases"),
     together  with all  security  deposits,  prepaid  rents and  similar  items
     attributable  to periods after Closing,  any  receivables  attributable  to
     periods after Closing for common area maintenance,  taxes, insurance and/or
     other items, if any, due and payable under any lease for all or any portion
     of the Real Property and/or the Improvements, and to the extent assignable,
     all of Seller's right,  title and interest in all parking  agreements,  all
     contract rights approved by Purchaser (including service contracts) and all
     other  intangible  rights which are appurtenant to the Real Property and/or
     the  Improvements  (all of the  foregoing  being  hereinafter  collectively
     referred to as the "Intangible Property").


                                      -1-
<PAGE>

          (d) All of Seller's  right,  title and interest,  if any, in all plans
     and specifications,  equipment, furniture, furnishings, machinery, heating,
     plumbing,  ventilation and air conditioning systems and equipment,  carpet,
     tile,  floor  coverings,   security  devices,   sprinkler  systems,  office
     supplies,  telephone  exchange numbers,  leasing files and records,  tenant
     credit  reports,  PBX Systems,  audio systems,  keys,  computers,  servers,
     cables,  modems,  maintenance equipment and supplies and all other tangible
     personal  property  situated on the Real  Property  and used in  connection
     therewith or with the Improvements  along with Seller's  interest as lessee
     in any  rented or leased  personal  property,  to the  extent  approved  by
     Purchaser,  including  without  limitation,  all of the  personal  property
     listed on Exhibit G attached hereto and made a part hereof for all purposes
     (all of the foregoing  being  hereinafter  collectively  referred to as the
     "Personal Property").

All of the  foregoing  items  purchased  under this  Contract  are  collectively
referred to as the "Property".

                                   ARTICLE II

                                 PURCHASE PRICE
                                 --------------

     Section 2.01.  Purchase Price. The purchase price (the "Purchase Price") is
an amount equal to  TWENTY-SIX  MILLION FIVE HUNDRED  THIRTY-TWO  THOUSAND  FIVE
HUNDRED AND NO/100 DOLLARS ($26,532,500.00). The sum of ONE MILLION FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS ($1,500,000.00) (the "Cash Portion") will be paid by
Purchaser  to Seller at the  Closing (as  hereinafter  defined) in cash or other
immediately  available wire transferred funds. The balance of the Purchase Price
shall be evidenced by a promissory note (the "Note").  The Note shall be secured
by a deed of trust (the "Deed of Trust"). In the event PepsiCo, Inc. assigns the
Contract  pursuant to Section  12.05  hereof,  PepsiCo,  Inc.  shall execute and
deliver at the Closing a guaranty (the  "Guaranty").  The forms of the Note, the
Deed of Trust and the  Guaranty  shall be as set forth in  Exhibits  H, I and J,
respectively, attached hereto and made a part hereof for all purposes.

     Section 2.02.  Earnest Money.  Purchaser will, within two (2) business days
after the Effective  Date,  deposit the amount of ONE HUNDRED fifty THOUSAND AND
NO/100  DOLLARS  ($150,000.00)  as earnest  money  hereunder  (the  "Purchaser's
Deposit"),  with Republic Title of Texas,  Inc. (the "Title  Company").  As used
herein, the term "Earnest Money Deposit" means the Purchaser's Deposit, together
with all interest  accrued from time to time thereon.  The  Purchaser's  Deposit
may,  at the  option  of  Purchaser,  be in the form of cash,  certified  check,
cashier's check or other  immediately  available  funds.  The Title Company must
hold the Earnest Money Deposit in an interest-bearing account, with all interest
being paid to Purchaser or Seller,  as the case may be, in  accordance  with the
terms of this  Contract.  At the  Closing,  the Earnest  Money  Deposit  will be
applied toward the Cash Portion of the Purchase Price, but otherwise the Earnest
Money Deposit will be held by the Title Company,  and returned to Purchaser,  or
delivered to Seller, in accordance with the terms of this Contract.  In addition
to the Earnest Money  Deposit,  Purchaser has,  concurrently  with its execution
hereof,  delivered  to Seller a check in the amount of FIFTY AND NO/100  DOLLARS
($50.00) (the  "Independent  Contract  Consideration"),  which amount Seller and
Purchaser agree has been bargained for as consideration  for Seller's  execution
and delivery of this Contract.  The  Independent  Contract  Consideration  is in
addition to and independent of any other  consideration  or payment provided for
in this Contract and is non-refundable in all events.


                                      -2-
<PAGE>

                                   ARTICLE III

                                  REVIEW ITEMS
                                  ------------

     Section 3.01. Survey. Seller shall deliver to Purchaser, within twenty (20)
days following the Effective  Date, a new or recertified  survey of the Property
(the  "Survey")  dated no earlier  than thirty (30) days prior to the  Effective
Date. The Survey must comply with the "Minimum Standard Detail  Requirements for
ALTA/ACSM  Land Title  Surveys" as adopted in 1992  (revised  1999) and meet the
accuracy  requirements of an Urban Survey, as defined therein, and include items
1-4, 6 (setbacks only),  7(a),  7(b)(1),  and 8-10,  11(a) (visible  evidence of
utilities  only),  12-14 and 16 of Table A thereof.  The surveyor shall show all
building set-back lines as shown on the recorded  subdivision plats which define
the  boundaries of the Survey and all building  set-back  lines  required  under
applicable  zoning  regulations.  Further,  the surveyor must certify to Seller,
Purchaser and the Title Company,  by the  surveyor's  placement and execution on
the face of the Survey of a surveyor's  certificate in the form attached  hereto
as  Exhibit F and made a part  hereof.  If the legal  description  on the Survey
differs  from that  attached  hereto as  Exhibit A,  Seller  agrees to execute a
quitclaim deed to Purchaser  transferring  whatever right, interest and interest
Seller might own in the legal description contained on the Survey.

     Section 3.02. Title Review Items. Seller shall deliver to Purchaser, within
five (5) days  following the Effective  Date, a Texas form  commitment for title
insurance (the "Title Commitment"),  issued by the Title Company which shall set
forth the state of title to the Real  Property  and the  Improvements  and shall
list all  exceptions,  including  all liens,  easements,  claims,  encumbrances,
rights-of-way, covenants, encroachments,  reservations,  restrictions, and other
conditions  or matters  affecting  the Real  Property  which would  appear in an
owner's  policy of title  insurance  if one were issued,  together  with legible
copies of all items, matters, and documents referred to in the Title Commitment.
The Title Commitment must contain the expressed  commitment of the Title Company
to issue the Owner  Policy to  Purchaser  in the amount of the  Purchase  Price,
insuring the title to the Real Property as is specified in the Title Commitment.
All items set forth or disclosed in the Title Commitment and Survey not objected
to by Purchaser  prior to the end of the Review  Period or which Seller does not
agree to remove,  in Seller's  sole  discretion,  shall be referred to herein as
"Permitted Exceptions". Seller shall not have any obligation to remove any items
reflected by the Title  Commitment  or Survey except as provided in Section 4.04
hereof and those matters which Seller agrees in writing to cure in response to a
letter from Purchaser delivered prior to the end of the Review Period specifying
matters to be cured by Seller.


                                      -3-
<PAGE>

     Section  3.03.  Other Review Items.  Seller must,  within five (5) business
days  following the  Effective  Date,  deliver to Purchaser  copies of the items
shown on Schedule 3.03 to this Contract to the extent in Seller's possession and
control.

     Section 3.04. Inspection/ Confidentiality.  Purchaser has the right, at all
reasonable  times  (after  giving  at least  four (4)  hours  advance  notice to
Seller), to conduct on-site inspections of the Property and physical inspections
and  tests  of  the  Property  during  the  Review  Period,  including,  without
limitation,  the right to enter and inspect all  portions  of the  Property,  to
interview any service contractors and to inspect and audit all of Seller's books
and records relating to the Property; provided, however, Purchaser agrees not to
cause any damage to the  Property.  The parties  agree that no invasive  testing
(other than test  borings for  environmental  testings  [provided,  further,  no
borings shall be done within the Improvements or any paving improvements without
Seller's prior consent], asbestos sampling or radon testing) may be conducted by
Purchaser on the Property  without the written  consent of Seller,  such consent
not to be unreasonably withheld or delayed. Seller hereby directs the manager of
the Property to cooperate  with the reasonable  requests of Purchaser.  Seller's
property  manager  or other  designated  Seller  representative  must be present
during  Purchaser's  on-site  inspections  and  service  contractor  interviews.
Purchaser shall, at its sole cost and expense, repair any damage to the Property
caused by Purchaser's  inspection or testing  thereof,  and shall  indemnify and
hold harmless Seller from and against any and all claims, actions, suits, liens,
damages,  liabilities,  losses and  expenses,  including,  but not  limited  to,
attorney fees, and damage to personal property or personal injury, to the extent
directly  attributable  to any acts performed in exercising  Purchaser's  rights
under this Article III. Purchaser further agrees to maintain the confidentiality
of all matters disclosed therein or thereby, and not to disclose the same to any
person, except (a) to potential investors; (b) to Purchaser's agents, attorneys,
employees  and  contractors  who are  advising,  consulting  with or  performing
services  for  Purchaser in  connection  with its  proposed  acquisition  of the
Property; and (c) in response to a valid subpoena or court order. The provisions
of this  Section  3.04 shall  survive the Closing  and any  termination  of this
Contract.

                                   ARTICLE IV

                                  REVIEW PERIOD
                                  -------------

     Section 4.01.  Review  Period.  Subject to extension as provided in Section
4.05 below, Purchaser has from the Effective Date until 5:00 p.m., Dallas, Texas
time, on the forty-fifth  (45th) day following the Effective  Date,  being March
17, 2003 (the "Review Period") to review and approve the due diligence items and
to conduct such inspections,  interviews,  tests and audits as Purchaser, in its
sole discretion, deems appropriate.

     Section  4.02.  Purchaser's  Notice.  Purchaser  shall  have  the  right to
terminate  this  Contract  for  any or no  reason,  in  its  sole  and  absolute
discretion,  prior to the expiration of the Review Period. If Purchaser fails to
deliver  Seller written notice (the "Waiver  Notice")  waiving this  termination
right on or before the end of the Review  Period,  this Contract shall be deemed
automatically terminated. Purchaser's failure to deliver the Waiver Notice on or
before the expiration of the Review Period shall be deemed Purchaser's  election
to terminate this Contract under this Section 4.02.


                                      -4-
<PAGE>

     Section 4.03.  Termination.  If Purchaser elects to terminate this Contract
in its entirety in accordance with, and subject to the terms of this Article IV,
the  parties  hereto  shall   thereupon  be  relieved  of  all  liabilities  and
obligations hereunder, unless a provision provided for herein provides that such
liability  shall continue  notwithstanding  the termination of this Contract and
such provision shall therefore survive such  termination,  and the Earnest Money
Deposit  must be refunded  fully and  promptly to  Purchaser.  Seller  expressly
acknowledges  and agrees  that,  if Purchaser  requests the Title  Company on or
before the  expiration  of the Review Period to return the Earnest Money Deposit
as a result of  Purchaser's  election to terminate  this Contract  under Section
4.02 and/or  Section  4.05,  then the Title  Company shall have no obligation to
independently  determine  whether Purchaser has the right to receive the Earnest
Money  Deposit,  and  the  Title  Company  may  rely  solely  upon  the  written
instructions  set  forth  in  any  written  notice  delivered  by  Purchaser  in
connection  with such  election,  without  the  joinder,  approval or consent of
Seller.  Purchaser  will promptly  return to Seller any due diligence  materials
delivered by Seller.  Purchaser  will also furnish  Seller,  promptly  following
Purchaser's  receipt,   with  the  final  reports  issued  by  any  third  party
consultants  retained at  Purchaser's  request.  Such  reports will be delivered
without representation, warranty or recourse against Purchaser.

     Section 4.04. Seller's Obligation to Remove Liens. Notwithstanding anything
to the contrary in this Contract,  Seller must remove at or prior to the Closing
any  mortgages,   deeds  of  trust,  notices  of  commencement,   mechanics  and
materialman's  liens  created,  suffered  or incurred  against  the  Property by
Seller,  and  Seller's  failure or refusal to remove same at or prior to Closing
shall be a default under this Contract;  provided,  however, Seller shall not be
in default under this  Contract in the event Seller  furnishes the Title Company
with such bonds,  indemnities or other assurances  sufficient to cause the Title
Company to issue the Owner  Policy to  Purchaser  without  exception to any such
liens.

     Section 4.05.  Environmental Audit. Purchaser has the right, at Purchaser's
cost, to have a Phase I environmental study of the Property performed during the
Review  Period.  In  addition,  in the  event the  Phase I  environmental  study
conducted on behalf of Purchaser  recommends that a Phase II environmental study
be performed on the Property  because of any conditions  discovered or reflected
in the  Phase  I  environmental  study,  Purchaser  shall  have  the  right,  at
Purchaser's  cost,  to have a  Phase  II  environmental  study  of the  Property
performed during the Review Period. Any intrusive testing is subject to Seller's
approval, such approval not to be unreasonably withheld,  delayed or conditioned
so long as such invasive  testing is not performed within the  Improvements.  In
the  event  (i) the  Phase I  environmental  study  recommends  that a Phase  II
environmental  study be performed on the Real Property because of any conditions
discovered  or  reflected in the Phase I  environmental  study,  (ii)  Purchaser
elects,  in Purchaser's sole discretion,  to conduct such Phase II environmental
investigation,  and (iii) Purchaser sends Seller written notice of such election
prior to the end of the  original  Review  Period,  then the Review  Period will
automatically be extended one (1) time by an additional thirty (30) days.


                                      -5-
<PAGE>

     Section  4.06.   Service   Contracts.   Seller  agrees  that  all  service,
maintenance,  and management contracts  (collectively,  the "Service Contracts")
must be  terminated  by Seller,  at Seller's sole cost, on or before the Closing
Date unless Purchaser otherwise elects, by written notice delivered to Seller at
least  thirty  (30) days  prior to  Closing,  to assume  same.  On or before the
Closing  Date,  Seller shall  provide  Purchaser  with  written  evidence of the
termination of such Service Contracts which Purchaser does not elect to assume.

                                    ARTICLE V

                            GOOD AND MARKETABLE TITLE
                            -------------------------

     Section  5.01.  Conveyance.  At the Closing,  Seller will convey fee simple
title to the Real  Property  and the  Improvements  to Purchaser by the Deed (as
hereinafter  defined)  and title to the  Personal  Property  and the  Intangible
Property by the Bill of Sale (as hereinafter defined), free and clear of any and
all deeds of trust, mortgages or other liens or indebtedness;  subject, however,
to the following (collectively, the "Permitted Exceptions"):

          (a) General real estate taxes for the year in which the Closing occurs
     and subsequent years not yet due and payable.

          (b) All easements, restrictions, rights-of-way, party wall agreements,
     encroachments,  covenants,  reservations,  agreements,  leases,  tenancies,
     licenses,  conditions and other matters affecting all or any portion of the
     Property to the extent  defined as  "Permitted  Exceptions"  under  Section
     3.02.

     Section  5.02.  Owner  Policy.  At the Closing,  Purchaser  must be able to
obtain a  standard  Texas  form  Owner  Policy of Title  Insurance  (the  "Owner
Policy")  issued by the Title Company in Purchaser's  favor in the amount of the
Purchase Price,  insuring  Purchaser's fee simple title to the Real Property and
the  Improvements  in accordance with the provisions of Section 3.02 and subject
only to the standard  printed  exceptions (as modified as hereinafter set forth)
and the  Permitted  Exceptions.  The Owner  Policy must  contain  the  following
modifications:  (i) the exception for taxes in the Owner Policy shall be limited
to real  estate  taxes for the  calendar  year in which the  Closing  occurs and
subsequent years to the extent not yet due and payable, and subsequent taxes and
assessments by any taxing  authority for prior years due to change of land usage
or  ownership  (however,  Purchaser  shall have no  liability  for any  rollback
taxes); (ii) there shall be no exception for "visible and apparent easements" or
words to that  effect;  and (iii)  there  shall be no  exception  for "rights of
parties in possession".

                                   ARTICLE VI

                                    CLOSING
                                    -------

     Section  6.01.  Closing.  The  purchase  and  sale  of  the  Property  (the
"Closing")  will be held through  escrow at the offices of the Title Company and
will occur,  subject to  satisfaction  of all conditions  precedent set forth in
this  Contract,  at 11:00 a.m.  Dallas,  Texas time on the fifteenth  (15th) day
following  the end of the Review  Period,  being April 1, 2003, or at such other
time and place as the parties may agree.


                                      -6-
<PAGE>

     Section 6.02. Seller's  Obligations.  At the Closing,  Seller shall execute
and deliver to Purchaser, and/or cause the execution and delivery by all parties
other than Purchaser of, the following with respect to the Property:

          (a) That  certain  special  warranty  deed  (the  "Deed")  in the form
     attached hereto as Exhibit B and made a part hereof for all purposes.

          (b) That certain bill of sale and  assignment  ("Bill of Sale") in the
     form attached hereto as Exhibit C and made a part hereof for all purposes.

          (c)  That  certain  affidavit  (the  "FIRPTA  Affidavit")  in the form
     attached hereto as Exhibit D and made a part hereof for all purposes.

          (d) To the extent not  previously  delivered to  Purchaser  and to the
     extent  being  assigned  to  Purchaser   under  this   Contract,   original
     counterparts  (to the extent  available -  otherwise  copies  certified  by
     Seller to be true and correct to Seller's  knowledge) of all Leases,  lease
     files  (including all  correspondence,  applications  and credit  reports),
     currently effective letters of intent with prospective  tenants,  operating
     agreements,    reciprocal   easement   agreements,   options,   warranties,
     guarantees, permits and other agreements related to the Property, including
     all modifications, supplements or amendments to each of the foregoing.

          (e) All keys to the Property in the possession of Seller.

          (f) To the extent  necessary to permit the Title Company to remove any
     exception in the Owner Policy for  mechanics' and  materialmen's  liens and
     general rights of parties in possession, an affidavit as to debts and liens
     and parties in possession executed by Seller, made to the Title Company and
     in a form  reasonably  acceptable  to the Title  Company,  along with a GAP
     Affidavit and any other items reasonably required by the Title Company.

          (g) Seller's  certification  that all  representations  and warranties
     made by Seller under this  Contract  are true,  complete and correct in all
     material  respects as of the Closing Date (if accurate or, if not accurate,
     a description  of the basis for such  inaccuracy).  Such  certificate  will
     survive for a period of one (1) year following the Closing Date.

          (h)  Appropriate  evidence of Seller's  authority  to  consummate  the
     transactions  contemplated by this Contract as may be required by the Title
     Company or Purchaser.


                                      -7-
<PAGE>

          (i)  Assignments  of all  warranties  relating to the Property and all
     improvements  thereon,  including those relating to the construction of the
     building and all components thereof (to the extent same are assignable).

          (j) Such disclosure form,  affidavits and other  instruments as may be
     required (or which is otherwise  customary) to be executed by a seller upon
     any transfer of real estate in the state in which the Property is located.

     Section 6.03.  Purchaser's  Obligations.  At the Closing,  Purchaser  shall
deliver  the Cash  Portion  of the  Purchase  Price to Seller in cash or by wire
transfer of immediately available funds, and shall execute and deliver to Seller
the following with respect to the Property:

          (a) The Note.

          (b) The Deed of Trust.

          (c) The Bill of Sale.

          (d)  Appropriate  evidence of Purchaser's  authority to consummate the
     transactions  contemplated by this Contract as may be required by the Title
     Company or Seller,  including a legal opinion from Purchaser's  in-house or
     outside  counsel to Seller  regarding  the authority to enter into the loan
     evidenced by the Note and execute all  documents in  connection  therewith,
     including without limitation,  the Note, the Deed of Trust and the Guaranty
     (if the Guaranty is executed).

          (e) Such disclosure forms,  affidavits and other instruments as may be
     required  (or which is otherwise  customary)  to be executed by buyers upon
     any transfer of real estate in the State in which the Property is located.

          (f) The Guaranty,  if PepsiCo, Inc. has assigned the Contract pursuant
     to Section 12.05 hereof, and evidence of PepsiCo's  authority to enter into
     the Guaranty.

     Section 6.04. Management Transition. From and after the date hereof, Seller
will provide  Purchaser  with copies of all  management  reports  concerning the
Property and any reports  which are in the nature of capital  appropriations  or
describe capital  expenditures on the Property,  as and when received by Seller.
Seller  agrees that  Purchaser  may contact  Seller and its property  manager to
obtain  copies of and to discuss any such  reports and to discuss the  operation
and  maintenance  of the  Property.  Seller shall allow  Purchaser's  management
personnel  and  agents to work with  Seller's  property  manager  commencing  no
earlier  than  five  (5) days  prior to the  Closing  Date  for the  purpose  of
installing a computer at the  Property,  loading  information  onto  Purchaser's
computer  network,  determining the exact amount of unpaid and prepaid bills and
otherwise  preparing to take over management of the  Improvements.  Seller shall
also reasonably cooperate with Purchaser following the Closing to effectuate the
transition in operation and management of the Property.


                                      -8-
<PAGE>

     Section 6.05.  Possession.  Possession of the Property must be delivered by
Seller to Purchaser at the Closing, subject only to the Permitted Exceptions.

     Section 6.06. Section 1031 Exchange.  Either party ("exchanging party") may
consummate  the  purchase  of the  Property  as part of a  so-called  like  kind
exchange (the  "Exchange")  pursuant to ss. 1031 of the Internal Revenue Code of
1986,  as amended (the  "Code"),  provided  that:  (a) the Closing  shall not be
delayed or  affected by reason of the  Exchange  nor shall the  consummation  or
accomplishment of the Exchange be a condition precedent or condition  subsequent
to the exchanging  party's  obligations under this Contract;  (b) the exchanging
party shall effect the Exchange  through an assignment of this Contract,  or its
rights  under this  Contract,  to a qualified  intermediary  and the other party
("accommodating  party")  shall not be  required  to take an  assignment  of the
purchase  agreement for the  relinquished  property or be required to acquire or
hold title to any real property for purposes of consummating  the Exchange;  and
(c) the exchanging party shall pay any additional costs that would not otherwise
have been incurred by the exchanging  party or the  accommodating  party had the
exchanging  party  not  consummated  its  purchase  through  the  Exchange.  The
accommodating  party shall not by this agreement or acquiescence to the Exchange
(i) have its rights under this Contract  affected or diminished in any manner or
(ii) be responsible  for  compliance  with or be deemed to have warranted to the
exchanging party that the Exchange in fact complies with ss. 1031 of the Code.

                                   ARTICLE VII

                               CLOSING ADJUSTMENTS
                               -------------------

     Section 7.01. General Prorations.  The following will be apportioned at the
Closing:

          (a) Rents,  if any, as and when collected (the term "rents" as used in
     this  Contract   including  base  rent,   percentage   rent,   common  area
     maintenance,  parking,  tax,  insurance and other  payments due and payable
     under the Leases for all or any portion of the Improvements,  together with
     all taxes thereon) and all other income  generated by all or any portion of
     the  Property,  including  parking  revenue.  There will be no proration of
     rents accrued but not collected as of the Closing Date.

          (b) Taxes and other assessments  (including personal property taxes on
     the Personal Property),  for the current calendar year shall be prorated to
     the Closing Date,  and thus  Purchaser  shall receive a credit  against the
     Purchase  Price at Closing equal to Seller's pro rata portion of such taxes
     and standby  fees,  and  Purchaser  shall assume the  liability to pay such
     taxes (and  Purchaser  shall pay such  taxes) on or before the  delinquency
     date  thereof.  Special  assessments  certified  by any  municipal  utility
     district or other taxing  authority  prior to the Closing Date,  payable in
     installments,  must be paid in their  entirety  by Seller at or before  the
     Closing.  If the tax rate or assessed  valuation  or both have not yet been
     fixed,  the proration shall be based on the prior year's  assessment  after
     adjustment  for any  increase in value or tax rate  reasonably  expected by
     Purchaser's tax consultant;  provided that the parties hereto agree that to
     the extent the actual  taxes for the current year differ from the amount so
     apportioned  at the  Closing,  the parties  hereto will make all  necessary
     adjustments  by  appropriate  payments  between  themselves  following  the
     Closing, and this provision shall survive delivery of the Deed.


                                      -9-
<PAGE>

          (c) Payments under any Service  Contracts which Purchaser  approves in
     writing and agrees to assume at the Closing.

          (d)  Gas,  electricity  and  other  utility  charges,  if  any,  to be
     apportioned on the basis of the last meter reading.

          (e) Other operating  expenses of the Property  actually paid by Seller
     and  accepted by  Purchaser  with respect to the month in which the Closing
     occurs, to the extent not included in clause (a) above.

In making such  apportionments,  Purchaser will receive credit for all rents and
other income paid with respect to the day of the Closing,  and Purchaser will be
charged for taxes and other  expenses  incurred  with  respect to the day of the
Closing.  All  apportionments  are to be subject to post-closing  adjustments as
necessary to reflect later relevant information not available at the Closing and
to correct any errors made at the Closing with  respect to such  apportionments;
provided,  however,  that  such  apportionments  shall be  deemed  final and not
subject to further  post-closing  adjustments if no such  adjustments  have been
requested  in  writing  after a period of sixty  (60) days from such time as all
necessary information is available to make a complete and accurate determination
of such apportionments.  All apportionments  (regardless of whether all relevant
information  has been  received  or  errors  have  been  made) are final and not
subject to further  post-closing  adjustment as of June 30 of the year following
the year in which the Closing Date occurs.

     Section 7.02. Specific Prorations.  Anything  hereinabove  contained to the
contrary notwithstanding:

          (a) Seller  shall  retain and be  entitled  to receive any tax refunds
     issued after  Closing to the extent  applicable  to the period prior to the
     Closing,  but not  otherwise.  After  Closing,  Seller may not initiate nor
     demand  Purchaser  initiate or continue any  litigation to collect such tax
     refunds.

          (b) As to gas,  electricity and other utility  charges,  Seller may on
     written  notice to Purchaser on or before the Closing Date elect to pay one
     or  more  of  said  items  accrued  to  the  date  hereinabove   fixed  for
     apportionment  directly to the person or entity  entitled  thereunto and to
     the extent Seller so elects, such item shall not be apportioned  hereunder,
     and  Seller's  obligation  to pay such item  directly  in such  case  shall
     survive the delivery of the Deed; provided,  however,  that Seller will not
     take any  action  or fail to take any  action  which  would  result  in the
     cessation or termination of utility service to the Property.

          (c)  Seller and  Purchaser  agree  that all rents  received  after the
     Closing  after  reasonable  third party  out-of-pocket  costs of collection
     (excluding any management fees or leasing  expenses),  if any,  incurred by
     Purchaser shall be applied first to current rentals, and then to delinquent
     rentals, if any, in the inverse order of their maturity, and Purchaser will
     promptly  deliver to Seller any such  delinquent  rentals  owed  Seller and
     received  following  the Closing.  Seller may not initiate (nor demand that
     Purchaser initiate) legal or other proceedings for collection of delinquent
     rentals  against  tenants or any other tenants in occupancy at the Closing.
     Seller will deliver to Purchaser,  within five (5) business days  following
     receipt, any rents received by Seller after the Closing and attributable to
     the period from and after the Closing.

                                      -10-
<PAGE>

          (d) At the  Closing,  Seller  shall credit to the account of Purchaser
     against  the  Purchase  Price (i) any  security  deposit (to the extent not
     properly  applied  against  tenant  delinquencies)  reflected as being made
     under any  leases  executed  with  respect  to the  Property  or  otherwise
     actually  collected by Seller,  together with all interest,  if any,  which
     must be paid thereon to any tenant  thereunder;  and (ii) all prepaid rents
     and other  charges  paid in advance  by any  tenants  of the  Property  and
     attributable  to the  period  from and  after  the  Closing.  Any  security
     deposits  not in the  form  of  cash  (e.g.,  letters  of  credit)  must be
     transferred and reissued in Purchaser's  name and delivered to Purchaser at
     the Closing, at Seller's sole cost and, if not so reissued,  Purchaser will
     receive a cash  credit at  Closing  which  will be repaid by  Purchaser  to
     Seller when the letters of credit are so reissued.

          (e) Any leasing  commissions  and tenant  improvement  allowances  due
     under  any  Leases in effect  as of the  Effective  Date  shall be the sole
     obligation of Seller.  Any such leasing  commissions and tenant improvement
     allowances  relating to leases executed  between the Effective Date and the
     Closing  Date  shall be the sole  obligation  of  Seller  unless  Purchaser
     approve such lease, in which event such expenses shall be the obligation of
     Purchaser.

     Section 7.03. Transaction Costs. Purchaser shall be responsible for (a) all
attorneys' fees and expenses of Purchaser's counsel; (b) any inspection or other
costs  incurred  by  Purchaser  as  a  result  of   Purchaser's   due  diligence
investigations;  (c) one-half of any escrow fees  charged by the Title  Company;
(d) the cost of any  endorsements  requested  by  Purchaser  to the Owner Policy
(including  without  limitation,  the deletion of the "survey exception" (except
for shortages in area));  and (e) the cost of a mortgagee  title policy insuring
Seller's  lien  under  the Deed of Trust  and any  recording  fees and  expenses
incurred with respect to the Deed of Trust.  Seller shall be responsible for (i)
all  attorneys'  fees and  expenses  of Seller's  counsel;  (ii) the cost of the
Survey; (iii) the cost of the Owner Policy,  except for any endorsements thereto
requested by Purchaser;  (iv) the cost to record the Deed and other conveyancing
documents; and (v) one-half of any escrow fees charged by the Title Company. All
other  transaction  costs  actually  incurred shall be apportioned in accordance
with local custom for commercial sales in the Dallas/Ft. Worth metropolitan area
and in the  absence  of any such  custom,  must be paid  one-half  by Seller and
one-half by Purchaser.


                                      -11-
<PAGE>

     Section 7.04. Brokerage  Commissions.  Seller shall pay a commission to The
Staubach Company and to Cushman & Wakefield of Texas,  Inc.  (collectively,  the
"Brokers"),  in the amount of $685,000.00  shared  equally  between The Staubach
Company and Cushman & Wakefield of Texas,  Inc.  Such  commission  shall only be
owed if, as and when Closing  actually  occurs and not  otherwise.  In addition,
when the Note is paid in full,  Purchaser  shall  pay The  Staubach  Company  an
additional commission (the "Additional  Commission") equal to $467,500.00 Except
for Brokers,  Seller and Purchaser  acknowledge and agree that neither has dealt
with any other real estate broker, agent or salesman, and any other fees or real
estate  commissions  occasioned by the  execution  and/or  consummation  of this
Contract shall be the sole  responsibility  of the party  contracting  therefor.
Each such party agrees to indemnify, protect, defend and hold harmless the other
party  for  the  payment  of  the   above-described   commissions  owed  by  the
indemnifying  party, and from any and all other fees or real estate  commissions
claimed by any brokers or agents claiming by, through or under the  indemnifying
party. By their  signatures  hereto,  Brokers  represent to Seller and Purchaser
that (i) Brokers  will look solely to Seller for payment of Brokers'  commission
(other than the  Additional  Commission)  and solely to Purchaser for payment of
the  Additional  Commission;   and  (ii)  Brokers  have  not  entered  into  any
arrangement  with any other  party  whereby  such other party is entitled to any
commission  or finder's fee in  connection  with this  transaction,  and Brokers
agree that should any claim be made for brokerage  commissions  or finder's fees
by any other  party by,  through  or on  account of any acts of Brokers or their
representatives,  Brokers shall hold Purchaser and Seller free and harmless from
and against any and all loss, cost, damage and expense in connection  therewith.
If the  transaction  envisioned  hereby  fails to  close  and fund for any or no
reason,  including without  limitation  either parties'  default,  neither party
shall have any  obligation for the payment to Brokers or any other person of any
commission or similar type fee hereunder, or otherwise.

     Section  7.05.  Survival.  The  terms of this  Article  shall  survive  the
termination  of this  Contract  and the Closing  and  delivery of the Deed for a
period of one (1) year thereafter.

                                  ARTICLE VIII

                            TERMINATION AND REMEDIES
                            ------------------------

     Section  8.01.  Purchaser's  Default.  If Purchaser  fails to close for any
reason, except Seller's default or the permitted termination of this Contract by
Purchaser pursuant to Article IV or Seller as herein expressly provided,  Seller
shall be entitled,  as Seller's sole and  exclusive  remedy,  to terminate  this
Contract and to request the Title Company to deliver the Earnest Money  Deposit,
together with all accrued and unpaid  interest  thereon,  to Seller.  Seller and
Purchaser acknowledge and agree that delivery of the Earnest Money Deposit shall
be deemed liquidated damages for Purchaser's  breach of this Contract,  it being
further agreed that the actual damages to Seller in the event of such breach are
impractical to ascertain and the Earnest Money Deposit is a reasonable  estimate
thereof.  Seller has no right to specifically  enforce  Purchaser's  obligations
under this Contract nor to seek or otherwise collect any actual,  out-of-pocket,
lost profit, punitive,  consequential,  treble, or other damages from or against
Purchaser.  In no event  shall  any  officer,  director,  agent or  employee  of
Purchaser  or  its  partners  be  personally   liable  for  any  of  Purchaser's
obligations under this Contract or the documents to be delivered at the Closing.
Purchaser's  indemnity obligation under Section 3.04 will not be subject to this
Section 8.01 (except the previous sentence hereof).


                                      -12-
<PAGE>

     Section  8.02.   Seller's  Default.   If  any  of  Seller's  warranties  or
representations  are  knowingly  made  in a  materially  false,  misleading  and
inaccurate  manner,  or  if  Seller  fails  to  close  for  any  reason,  except
Purchaser's  default or the  permitted  termination  of this  Contract by either
Seller or  Purchaser  (other than under this Section  8.02) as herein  expressly
provided,  Purchaser  shall be  entitled,  as  Purchaser's  sole  and  exclusive
remedies,  to either (a) terminate  this Contract upon written  notice to Seller
and to request the Title Company to return the Earnest Money  Deposit,  together
with all  accrued  interest  thereon,  to  Purchaser  or (b) pursue an action to
enforce specific  performance of Seller's  obligations  under this Contract.  If
Seller's  default is willful,  Purchaser may as  Purchaser's  sole and exclusive
remedies,  either  (i)  enforce  specific  performance  or (ii)  terminate  this
Contract,  receive  the return of the  Earnest  Money  Deposit,  and collect its
actual  out-of-pocket  expenses  from Seller  incurred in  connection  with this
Contract. In no event shall any officer,  director,  agent or employee of Seller
be personally liable for any of Seller's  obligations under this Contract or the
documents to be delivered at the Closing.

                                   ARTICLE IX

                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------

     Section  9.01.  Seller's  Representations.  Seller  hereby  represents  and
warrants  to  Purchaser,  except  as set  forth in that  certain  schedule  (the
"Disclosure  Schedule")  attached hereto as Exhibit E and made a part hereof for
all purposes, as follows:

          (a) Seller is a duly organized,  validly  existing  limited  liability
     company in good  standing  under the laws of the State of Delaware.  Seller
     has the full right and authority to enter into this Contract and consummate
     the sale,  transfers and assignments  contemplated by it herein and each of
     the persons  signing  this  Contract and any other  document or  instrument
     contemplated  hereby  on behalf of  Seller  is  authorized  to do so.  This
     Contract has been duly authorized, executed and delivered by Seller, and is
     and at  the  time  of the  Closing  will  be a  legal,  valid  and  binding
     obligation  of  Seller   enforceable   against   Seller,   except  as  such
     enforceability  may be limited by bankruptcy,  insolvency,  reorganization,
     moratorium or similar laws of general application  affecting the rights and
     remedies of creditors. All the documents executed by Seller which are to be
     delivered  to  Purchaser at the Closing are and at the time of Closing will
     be duly  authorized,  executed and delivered by Seller,  and are and at the
     time of Closing will be legal,  valid,  and binding  obligations  of Seller
     enforceable against Seller, except as such enforceability may be limited by
     bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws of
     general application affecting the rights and remedies of creditors.

          (b) Seller has  received no written  notice of (and  otherwise  has no
     knowledge  of) any plan or study by any  governmental  authority  or agency
     which in any way will materially  impair the continued use and operation of
     the Property as currently used and operated.


                                      -13-
<PAGE>

          (c) Seller has  received no written  notice of (and  otherwise  has no
     knowledge of) any current, proposed or threatened eminent domain or similar
     proceeding,  or private  purchase in lieu of such  proceeding,  which would
     affect the Property in any way whatsoever.

          (d) To the best of Seller's knowledge, Seller has no knowledge of, and
     Seller has  received no written  notice of, any  violation  of any federal,
     state, county, city or any other laws,  ordinances,  rules and regulations,
     including,  but not limited to, those  relating to  environmental,  zoning,
     land use and division,  building,  fire, health and safety matters,  of any
     government  or any  agency,  body or  subdivision  thereof  bearing  on the
     construction of the Improvements and on the operation,  ownership or use of
     the Property (collectively, "Applicable Laws").

          (e) Seller has  received no written  notice of any pending  litigation
     which does or would affect the Property or Seller's  ability to fulfill all
     of its obligations under this Contract. To Seller's knowledge,  there exist
     no writs,  injunctions,  decrees, orders or judgments outstanding,  nor any
     lawsuits,   claims,   proceedings,   citations,   directives,   summons  or
     investigations,   pending  or  threatened  in  writing,   relating  to  the
     ownership,  use,  maintenance or operation of the Property by any person or
     entity.  Except as set forth in the  Disclosure  Schedule,  there  are,  to
     Seller's  knowledge,  no outstanding  claims on Seller's insurance policies
     which claims relate to the Property.

          (f) The execution, delivery and performance of this Contract by Seller
     (i) does not and will not conflict with or result in a breach of or default
     under the  organizational  documents  of Seller,  (ii) to the  knowledge of
     Seller,  does not and will not  conflict  with or result in a breach of any
     condition or provision of, or constitute a default under,  or result in the
     acceleration,  creation or  imposition of any lien,  charge or  encumbrance
     upon any of the Property by reason of the terms of any contract,  mortgage,
     lien,  agreement,  indenture,  instrument,  decree or judgment to which the
     Seller is a party or which is binding upon Seller.

          (g) Seller has not entered  into any and there are no leases  relating
     to any portion of the  Property;  and no person (other than Seller) has any
     right of  possession  to the  Property  or any part  thereof.  There are no
     leasing  commissions  or tenant  finish costs or  allowances  due under any
     Leases which would be payable by Purchaser after the Closing.

          (h) Seller is not a foreign corporation,  foreign partnership, foreign
     trust or foreign estate (as defined in the Internal Revenue Code ("Code")),
     and is not subject to the provisions of Sections 897(a) or 1445 of the Code
     related to the withholding of sales proceeds to foreign persons.

          (i) Seller  has  delivered  to  Purchaser  complete  copies of Service
     Contracts  and,  to  Seller's  knowledge,  Seller  has  delivered  or  made
     available  all  other due  diligence  materials  requested  in  writing  by
     Purchaser  which are in  Seller's  possession  and to  Seller's  knowledge,
     Seller has not failed to make available, at a reasonably accessible central
     location,  to Purchaser for  inspection  any books,  records,  reports,  or
     engineering  or other studies  relevant to the  construction,  maintenance,
     leasing, or operation of the Property which are in Seller's possession.


                                      -14-
<PAGE>

          (j) "As  Is",  "Where  Is".  Except  as  otherwise  set  forth in this
     Contract or in the Deed and any other closing  documents to be executed and
     delivered by Seller at Closing (and  without  limiting any  representations
     and warranties set forth herein or therein), Seller makes no representation
     or warranty, express or implied or arising by operation of law with respect
     to any matter concerning the Property,  including without  limitation,  the
     following:  (i) title (other than the special warranty of title included in
     the Deed), (ii) habitability,  merchantability or suitability or fitness of
     the  Property  for a  particular  purpose  or use,  (iii)  the  nature  and
     condition of the Property,  including without limitation,  water,  drainage
     and grading, soil and geology,  zoning,  utility availability or hook-up or
     easement  rights,   sewage  facilities   (including,   without  limitation,
     availability or nonavailability of appropriate water and sewer capacity) or
     other governmental rights or obligations,  (iv) completeness or accuracy of
     permits,  surveys or reports concerning the Property, (v) tax consequences,
     (vi) compliance of the Property with applicable  environmental  laws, rules
     and regulations  (collectively,  "Environmental Laws"), (vii) the existence
     of  asbestos,  oil,  petroleum  or  chemical  liquids or solids,  liquid or
     gaseous  products or hazardous  substances as those terms and similar terms
     are defined or used in applicable Environmental Laws, (viii) the nature and
     extent of  rights-of-way  and licenses,  or (ix)  compliance  with any law,
     ordinance  or  regulation  of any  governmental  entity or body.  PURCHASER
     HEREBY  ACKNOWLEDGES  AND AGREES THAT PURCHASER HAS OR WILL HAVE,  PRIOR TO
     THE  END OF THE  REVIEW  PERIOD,  THOROUGHLY  INSPECTED  AND  EXAMINED  THE
     PROPERTY AS DEEMED  NECESSARY  BY PURCHASER TO EVALUATE THE PURCHASE OF THE
     PROPERTY.  PURCHASER HEREBY FURTHER  ACKNOWLEDGES AND AGREES THAT PURCHASER
     IS RELYING  AND WILL RELY  SOLELY  UPON THE  INSPECTION,  EXAMINATION,  AND
     EVALUATION  OF THE PROPERTY AND SELLER'S  PROPERTY  FILES BY PURCHASER  AND
     THAT  PURCHASER  IS  PURCHASING  THE PROPERTY ON AN "AS IS," "WHERE IS" AND
     "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATIONS, WARRANTIES AND COVENANTS,
     EXPRESS OR IMPLIED,  OF ANY KIND OR NATURE OTHER THAN THOSE  EXPRESSLY  SET
     FORTH IN THIS CONTRACT OR ANY DOCUMENT  EXECUTED BY SELLER PURSUANT TO THIS
     CONTRACT  BEFORE  OR AT THE  CLOSING  AND  DELIVERED  TO  PURCHASER  AT THE
     CLOSING.  PURCHASER FURTHER AGREES THAT THE PURCHASE PRICE IS BASED IN PART
     UPON THE FACT THAT THE CONVEYANCE TO BE MADE BY SELLER IS WITHOUT  WARRANTY
     OR REPRESENTATION OTHER THAN AS EXPRESSLY SET FORTH IN THIS CONTRACT OR ANY
     DOCUMENT EXECUTED AND DELIVERED BY SELLER AT THE CLOSING. The provisions of
     this Section 9.01(j) shall survive Closing.


                                      -15-
<PAGE>

     Section 9.02. Purchaser's Representations.  Purchaser hereby represents and
warrants  to  Seller,  as of the date  hereof  and as of the  Closing  Date,  as
follows:

          (a) Purchaser is a corporation,  duly organized,  validly existing and
     in good standing under the laws of the State of North Carolina, and has all
     requisite  power and  authority to carry on its business as now  conducted.
     Neither the  execution  and the delivery of this  Contract by Purchaser nor
     Purchaser's  performance  of its  obligations  hereunder  will  result in a
     violation  or breach of any term or  provision  or  constitute a default or
     accelerate the  performance  required under any other agreement or document
     to which  Purchaser is a party or otherwise bound and will not constitute a
     violation of any law,  ruling,  regulation  or order to which  Purchaser is
     subject.  This  Contract  constitutes  a valid and  binding  obligation  of
     Purchaser  enforceable  in  accordance  with  its  terms,  except  as  such
     enforceability  may be limited by bankruptcy,  insolvency,  reorganization,
     moratorium or similar laws of general application  affecting the rights and
     remedies of creditors.

          (b)  Purchaser  has the capacity and complete  authority to enter into
     and perform this Contract, and no consent,  approval or other action by any
     person or entity (other than the person  signing this Contract on behalf of
     Purchaser  and any approval to be obtained by  Purchaser  during the Review
     Period) will be needed  thereafter to authorize  Purchaser's  execution and
     performance of this Contract.

     Section 9.03. Discovery. If either Seller or Purchaser discovers,  prior to
or at the  Closing,  that any  representation  or warranty of the other party is
false,  misleading or inaccurate in any material respect,  the discovering party
may, at its option,  terminate  this  Contract  and the parties  hereto shall be
relieved of all liabilities  and  obligations  hereunder and (a) if Purchaser is
the discovering  party,  Purchaser shall be entitled to the immediate  return of
the Earnest Money Deposit,  together with all accrued interest  thereon,  and to
pursue its remedies  under Section 8.02 of this  Contract;  and (b) if Seller is
the  discovering  party  after the end of the  Review  Period,  Seller  shall be
entitled to pursue its  remedies  under  Section 8.01 of this  Contract.  If the
discovering  party  elects to proceed to Closing such party cannot later bring a
claim against the other as to such  discovered  matter,  it being agreed that in
such event,  the  discovering  party shall have waived all claims related to the
discovered  matter.  Notwithstanding  anything in this Contract to the contrary,
with respect to any claims made by Purchaser  against Seller under this Contract
for matters discovered after Closing,  (i) the amount in controversy must exceed
$10,000  in order  for  Purchaser  to  assert a claim  against  Seller  and (ii)
Purchaser shall be limited to Purchaser's  actual damages incurred on account of
Seller's   breach,   and  Seller  shall  not  be  liable  for  any  punitive  or
consequential  damages.  Representations  and  warranties  under this Article IX
shall fully  survive  the  Closing  for a period of one (1) year after  Closing;
however,  Purchaser shall have two (2) years in which to bring an action against
Seller  for said  breach of  representation  or  warranty  first  discovered  by
Purchaser  after  Closing,  provided that Purchaser  shall have notified  Seller
within said one (1) year survival period of the breach of said representation or
warranty


                                      -16-
<PAGE>

     Section 9.04. Operating  Covenants.  Seller agrees to maintain the Property
prior to the Closing in a manner  consistent  with its current  procedures,  and
shall  not,   without  the  prior  written  consent  of  Purchaser  (not  to  be
unreasonably withheld or delayed), do any of the following:

          (a) Enter into any contract that will not be fully performed by Seller
     on or  before  the  Closing  Date  or  that  will  not  be  susceptible  of
     cancellation  by  Purchaser  on or after the Closing  Date upon thirty (30)
     days or less prior written notice,  without cost or liability to Purchaser,
     or amend,  modify or supplement  any existing  contract  (other than leases
     which  are  subject  to clause  (b)  below) or  agreement  in any  material
     respect.

          (b) Enter into any lease of the Property without Purchaser's consent.

          (c) Fail to maintain its current insurance  covering Seller's interest
     in the Property or advise Purchaser  promptly of the occurrence of any fire
     or other casualty affecting the Property.

          (d) Sell, assign or create any right, title or interest  whatsoever in
     or to the Property  (including any so-called  "back-up" contracts which are
     expressly  prohibited)  or create  any lien  thereon,  other  than liens or
     encumbrances  noted in the Title Commitment,  without promptly  discharging
     same or otherwise complying with the terms of Section 4.04.

          (e)  Intentionally  take any  action  which  would  have the effect of
     violating any of the  representations and warranties of Seller contained in
     this Contract.

     Section 9.05. Conditions  Precedent.  Purchaser is not obligated to perform
under  this  Contract  unless  all of the  following  conditions  precedent  are
satisfied  as of the Closing  Date (or waived in writing by  Purchaser)  and are
otherwise true and correct in all material respects as of the Closing Date:

          (a) There has been no material adverse change in the matters reflected
     in the Title  Commitment  or the  Survey  (provided  that any change in the
     matters  reflected in the Title  Commitment  or the Survey is not caused by
     any action of Purchaser or its agents or representatives).

          (b) All of  Seller's  representations  and  warranties  are  true  and
     correct in all material respects.

          (c)  Seller  has  performed  all of  its  covenants,  agreements,  and
     obligations  under this Contract in all material  respects and is otherwise
     not in default.

Notwithstanding  the  generality of the  foregoing,  Seller shall use reasonable
efforts to  satisfy  all of the  foregoing  conditions  precedent.  If Seller is
unable to satisfy all of the foregoing conditions  precedent,  Purchaser may, as
Purchaser's  sole and  exclusive  remedies,  (i)  waive  one or more  conditions
precedent and proceed to the Closing or (ii)  terminate this Contract by written
notice to Seller and receive a refund of the Earnest Money Deposit. If Purchaser
elects to close, Purchaser will be deemed to have waived any conditions actually
known by Purchaser to be unsatisfied at the Closing.


                                      -17-
<PAGE>

                                    ARTICLE X

                                     NOTICES
                                     -------

     Section 10.01. Notices. Any notice, demand or other communication which may
or is required to be given under this  Contract  must be in writing and must be:
(a) personally delivered; (b) transmitted by United States postage prepaid mail,
registered or certified  mail,  return  receipt  requested;  (c)  transmitted by
reputable overnight courier service, such as Federal Express; or (d) transmitted
by legible facsimile (with answer back  confirmation) to Purchaser and Seller as
listed  below.  Except as  otherwise  specified  herein,  all  notices and other
communications  shall  be  deemed  to have  been  duly  given on (i) the date of
receipt if delivered  personally,  (ii) five (5) business days after the date of
posting  if  transmitted  by  registered  or  certified  mail,   return  receipt
requested,  (iii) the first (1st)  business  day after the date of  deposit,  if
transmitted  by  reputable  overnight  courier  service,  or  (iv)  the  date of
transmission  with confirmed answer back if transmitted by facsimile,  whichever
shall first occur. Any notice sent by facsimile shall also be sent by one of the
other methods set forth above,  but the  effective  date of such fax notice will
remain as set forth in clause (iv) above.  A notice or other  communication  not
given as herein  provided  shall only be deemed given if and when such notice or
communication  and any specified copies are actually  received in writing by the
party and all other  persons to whom they are required or permitted to be given.
Purchaser and Seller may change its address for purposes  hereof by notice given
to the other parties in accordance with the provisions of this Section, but such
notice  shall  not be deemed to have  been  duly  given  unless  and until it is
actually  received by the other parties.  Notices hereunder shall be directed as
follows:

         If to Purchaser:   PepsiCo, Inc.
                            700 Anderson Hill Road
                            Purchase, New York 10577-1444
                            Attention:  Ken O'Gara
                            Telephone:  (914) 253-2063
                            Facsimile:  (914) 253-3545
                            E-mail:  ken.o'gara@pepsi.com


                                      -18-
<PAGE>

         With copies to:    Stutzman, Bromberg, Esserman & Plifka
                            A Professional Corporation
                            2323 Bryan Street, Suite 2200
                            Dallas, Texas  75201
                            Attention:  Michael J. Rowan
                            Telephone:  (214) 969-4900
                            Facsimile:  (214) 969-4999
                            E-mail:  rowan@sbep-law.com

         And:               Law Department
                            Frito-Lay, Inc.
                            7701 Legacy Drive
                            Plano, Texas 75024
                            Attention:  Kelly M. Tullier
                            Telephone:  (972) 334-3809
                            Facsimile:  (972) 334-3871
                            E-mail:  Kelly.Tullier@fritolay.com

         If to Seller:      Citizens Communications Company
                            Administrative Offices
                            Three High Ridge Park
                            Stamford, Connecticut 06905
                            Attention:  Russ Mitten, General Counsel
                            Telephone:  (203) 614-5047
                            Facsimile:  (203) 614-4651
                            E-mail:  rmitten@czn.com

         With a copy to:    Citizens Communications Company
                            Administrative Offices
                            Three High Ridge Park
                            Stamford, Connecticut 06905
                            Attn: Dean Jackson, VP of Business Support Services
                            Telephone:  (203) 614-5028
                            Facsimile:  (203) 614-6743
                            E-mail:  djackson@czn.com


         And:               Locke Liddell & Sapp LLP
                            2200 Ross Avenue, Suite 2200
                            Dallas, Texas  75201-6776
                            Attention:  Mark M. Sloan
                            Telephone:  (214) 740-8715
                            Facsimile:  (214) 740-8800
                            E-mail:  msloan@lockeliddell.com


                                      -19-
<PAGE>

Notwithstanding  the foregoing,  any notices delivered by one party to the other
party under  Article IV may be sent by facsimile  and will be deemed given as of
the date and time shown on the confirmation slip (or, if busy,  delivery attempt
slip)  generated  by the sender's  facsimile  machine.  Purchaser's  or Seller's
counsel may deliver any notice  required or  otherwise  permitted to be given by
Purchaser  or Seller  hereunder  with the same  effect as if given  directly  by
Purchaser or Seller.

                                   ARTICLE XI

                                  RISK OF LOSS
                                  ------------

     Section 11.01.  Minor Damage. In the event of "minor" loss or damage [being
defined for the purpose of this Contract as damage to the Property such that the
Property could be repaired or restored,  in the opinion of an architect mutually
acceptable to Seller and Purchaser (with any fees, costs or expenses  pertaining
to such  opinion to be borne  equally by Purchaser  and Seller),  to a condition
substantially  identical to that of the Property  immediately prior to the event
of  damage  at a cost  equal to or less  than  $250,000,  or  which is  actually
restored  by  Seller  prior to the  Closing  Date to a  condition  substantially
identical  to that of the  Property  immediately  prior to the event of damage],
neither Seller nor Purchaser  shall have the right to terminate this Contract as
to the  Property  due to such damage but Seller  shall  assign to  Purchaser  at
Closing all of Seller's  right,  title and  interest to any claims and  proceeds
Seller may have with respect to any casualty  insurance policies relating to the
Property,  and the  Purchase  Price  shall be reduced by an amount  equal to the
deductible  amount  under such  policies.  Nothing  contained in this Article XI
shall  operate  to  restrict  in any way  Purchaser's  right to  terminate  this
Contract pursuant to Article IV.

     Section  11.02.  Major  Damage.  In the event of a  "major"  loss or damage
(being  defined  as  any  loss  or  damage  which  is  not  "minor"  as  defined
hereinabove),  Purchaser  shall have the option of terminating  this Contract by
written notice to Seller, in which event Seller and Purchaser shall thereupon be
released  from any and all  liability  hereunder.  If  Purchaser  elects  not to
terminate  this  Contract,  Purchaser and Seller shall proceed with the Closing,
provided  Seller shall assign all of Seller's  right,  title and interest to any
claims and proceeds  Seller may have with respect to any casualty,  rent loss or
other insurance policies relating to the Property, and Purchaser shall receive a
credit against the Purchase Price in an amount equal to the aggregate  amount of
any deductible(s) under the insurance policies assigned to Purchaser.

     Section 11.03.  Vendor and Purchaser  Risk.  Except as set forth in Section
11.01 and Section 11.02,  Seller shall bear the full risk of loss until Closing.
Upon the Closing,  full risk of loss with respect to the Property  shall pass to
Purchaser.

     Section  11.04.  Condemnation.  If before the Closing any  condemnation  or
eminent  domain  proceedings  are  threatened  or  initiated  against all or any
material  portion of the Property and, in the  reasonable  opinion of Purchaser,
such condemnation or eminent domain proceedings would materially  interfere with
the current use of the Property, then Purchaser may terminate this Contract upon
written  notice to Seller and Seller and Purchaser  shall  thereupon be released
from any and all further  liability  hereunder.  If Purchaser  does not elect to
terminate  this Contract  within ten (10) business days after receipt of written
notice of the  commencement  of any such  proceedings,  or if, in the reasonable
opinion of Purchaser,  such condemnation or eminent domain proceedings would not
materially  interfere  with Seller's  current use of the Property,  Seller shall
assign to  Purchaser  at the Closing all rights and interest of Seller in and to
any  condemnation  awards  payable  or to  become  payable  on  account  of such
condemnation or eminent domain proceedings.


                                      -20-
<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS
                                  -------------

     Section 12.01. Entire Agreement; Confidentiality. This Contract constitutes
the  entire  agreement  between  the  parties  hereto and  supersedes  any prior
understanding,  letter of intent  or  written  or oral  agreements  between  the
parties  concerning  the Property.  The terms,  covenants and conditions of this
Contract  shall be kept  confidential  and no press  release or other  publicity
regarding the terms of this Contract or Purchaser's  acquisition of the Property
shall be  authorized  by either party  without the other  party's  prior written
consent,  provided  that the  foregoing  shall not prohibit (a)  Purchaser  from
disclosing  the  terms  hereof  to  any  potential  investor;  (b)  Seller  from
disclosing  the  terms  hereof  to  its  shareholders,   creditors,   regulatory
authorities  or  rating  agencies  or any  purchasers  of the  Note;  or (c) any
disclosures  required in connection with any proposed  financing of the Purchase
Price, or any portion  thereof or otherwise  required by applicable law or court
order.  The terms of this Section  12.01 shall survive any  termination  of this
Contract.

     Section 12.02. No Rule of  Construction.  This Contract has been drafted by
both Seller and Purchaser and no rule of  construction  shall be invoked against
either party with respect to the authorship hereof or of any of the documents to
be delivered by the respective parties at the Closing.

     Section 12.03.  Multiple  Counterpart;  Governing Law. This Contract may be
executed in multiple  counterparts each of which shall be deemed an original but
together  shall   constitute  one  and  the  same   instrument.   THE  VALIDITY,
INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAWS  PRINCIPLES AND THE STATE
OR FEDERAL DISTRICT COURTS LOCATED IN DALLAS OR COLLIN COUNTY,  TEXAS SHALL HAVE
JURISDICTION OVER ALL LEGAL ACTION CONCERNING OR RELATING TO THIS CONTRACT.

     Section  12.04.  Attorneys'  Fees. In the event of any  litigation or other
proceeding  brought by either party  hereunder,  the  prevailing  party shall be
entitled to recover its reasonable attorneys' fees and costs of suit.

     Section 12.05.  Assignment.  Except as hereinafter provided,  this Contract
may not be assigned by  Purchaser.  This  Contract  may be assigned by Purchaser
without the prior written  consent of Seller to any affiliate or entity related,
directly or indirectly,  to Purchaser,  provided Purchaser gives Seller at least
five (5) days prior to Closing (i)  written  notice of such  assignment,  (ii) a
copy of the instrument  assigning  Purchaser's rights and obligations under this
Contract and (iii) corporate and authority documents for the assignee evidencing
the  assignee's  existence  and  good  standing  and  authority  to  assume  the
obligations of Purchaser  under this  Contract.  Any such  assignment  shall not
relieve Purchaser of its duties and obligations hereunder; provided, further, in
the event of an assignment of this  Contract,  PepsiCo,  Inc.  shall execute and
deliver the Guaranty to Seller at the Closing.  The Earnest  Money  Deposit will
remain on deposit with the Title  Company  following any such  assignment.  This
Contract  and all  rights  hereunder  shall  inure  to and be  binding  upon the
respective heirs, personal representatives,  successors and permitted assigns of
Seller and Purchaser.


                                      -21-
<PAGE>

     Section  12.06.  Interpretation.  This  Contract  shall,  unless  otherwise
specified herein, be subject to the following rules of  interpretation:  (a) the
singular  includes the plural and the plural the singular;  (b) words  importing
any gender  include the other  genders;  (c)  references  to persons or entities
include  their  permitted  successors  and  assigns;  (d) words and terms  which
include a number of constituent parts,  things or elements,  including the terms
Improvements,  Permitted Exceptions,  Personal Property, Intangible Property and
Property,  shall be construed as referring  separately to each constituent part,
thing or element thereof, as well as to all of such constituent parts, things or
elements as a whole; (e) references to statutes are to be construed as including
all rules and regulations  adopted  pursuant to the statute  referred to and all
statutory provisions  consolidating,  amending or replacing the statute referred
to; (f)  references to agreements  and other  contractual  instruments  shall be
deemed to include all subsequent  amendments  thereto or changes therein entered
into in  accordance  with their  respective  terms;  (g) the words  "approve" or
"consent"  or "agree" or  derivations  of said words or words of similar  import
mean, unless otherwise expressly provided herein or therein, the prior approval,
consent,  or  agreement  in writing of the person  holding the right to approve,
consent or agree with respect to the matter in question, and the words "require"
or  "judgment"  or  "satisfy" or  derivations  of said words or words of similar
import mean the requirement, judgment or satisfaction of the person who may make
a requirement  or exercise  judgment or who must be satisfied,  which  approval,
consent,  agreement,   requirement,   judgment  or  satisfaction  shall,  unless
otherwise  expressly  provided  herein or therein,  be in the sole and  absolute
discretion of the person  holding the right to approve,  consent or agree or who
may make a  requirement  or  judgment  or who must be  satisfied;  (h) the words
"include"  or  "including"  or words of  similar  import  shall be  deemed to be
followed by the words "without  limitation";  (i) the words "hereto" or "hereby"
or "herein" or "hereof" or  "hereunder,"  or words of similar  import,  refer to
this Contract in its entirety; (j) references to sections, articles,  paragraphs
or  clauses  are to the  sections,  articles,  paragraphs  or  clauses  of  this
Contract; and (k) numberings and headings of sections, articles,  paragraphs and
clauses are  inserted as a matter of  convenience  only and shall not affect the
construction of this Contract.

     Section 12.07. Exhibits. The exhibits attached hereto shall be deemed to be
an integral part of this Contract.

     Section 12.08.  Modifications.  This Contract cannot be changed orally, and
no executory agreement shall be effective to waive, change,  modify or discharge
it in whole or in part  unless  such  executory  agreement  is in writing and is
signed  by  the  parties  against  whom  enforcement  of  any  waiver,   change,
modification or discharge is sought. Any such modification need not be joined in
by Broker or the Title Company.


                                      -22-
<PAGE>

     Section 12.09. Reporting Person.  Purchaser and Seller hereby designate the
Title Company as the  "reporting  person"  pursuant to the provisions of Section
6045(e) of the Internal Revenue Code of 1986, as amended.

     Section 12.10.  Time of Essence.  Time is of the essence to both Seller and
Purchaser in the performance of this Contract,  and they have agreed that strict
compliance  by both of them is  required  as to any  date  and/or  time  set out
herein, including,  without limitation, the dates and times set forth in Article
IV and Article VI of this  Contract.  If the final day of any period of time set
out in any provision of this Contract  falls upon a Saturday,  Sunday or a legal
holiday  under the laws of the State in which the Property is located,  then and
in such event,  the time of such period  shall be extended to the next day which
is not a Saturday, Sunday or legal holiday.

     Section 12.11. Dispute Resolution.  If a dispute arises between the parties
that is not settled in the ordinary course of business,  then at the election of
either party and upon due notice to the other, resolution of the dispute will be
pursued by negotiation,  each party appointing an appropriately authorized point
person to negotiate  with the point  person of the other.  If the dispute is not
resolved by negotiation  within  fifteen (15) days after the notice  therefor is
given,  plus such  extensions  of time as the  parties  may  agree,  then at the
election  of either  party and upon due notice to the other,  the  parties  will
pursue resolution in good faith through  confidential and non-binding  mediation
or other alternate form of dispute resolution under such rules and procedures as
the parties may agree for fifteen (15) days after the notice  therefor is given,
plus  such  extensions  of  time  as the  parties  may  agree,  before  pursuing
resolution through all legally available means. Neither party shall be deemed to
have waived any rights or remedies at law or in equity,  and both parties  agree
to maintain the  business  relationship  of the parties to the  greatest  extent
reasonably  practical  during the thirty (30) days, plus such additional time as
the parties may agree,  provided in this section for  negotiation  and alternate
dispute  resolution,  but nothing herein shall be construed as preventing either
party  from  pursuing  any  remedy at law or in equity  as may be  necessary  to
protect intellectual property intersets.



                       [SEE FOLLOWING PAGE FOR SIGNATURES]

                                      -23-

<PAGE>


     IN WITNESS WHEREOF, this Contract has been executed by Purchaser and Seller
as of (but not necessarily on) the date and year first above written.

                        PURCHASER:
                        ---------

                        PEPSICO, INC.,
                        a North Carolina corporation

                        By: /s/  Kenneth J. O'Gara
                           ---------------------------------
                        Name:  Kenneth J. O'Gara
                              ------------------------------
                        Title: V.P. Global Real Estate Services
                               --------------------------------


                                      -24-


<PAGE>


                        SELLER:
                        ------

                        CITIZENS TELECOM SERVICES
                        COMPANY LLC
                        a Delaware limited liability company

                        By: /s/ John H. Casey, III
                           -----------------------------------------
                        Name:  John H. Casey, III
                             ---------------------------------------
                        Title: President and Chief Operating Officer
                              --------------------------------------



                                      -25-
<PAGE>


                              TITLE COMPANY JOINDER
                              ---------------------


     The Title  Company  joins  herein in order to  evidence  its  agreement  to
perform the duties and obligations of the Title Company set forth herein and the
accompanying  escrow  instructions  and to  acknowledge  receipt  of (a) a fully
executed copy of this Contract;  and (b) the Purchaser's Deposit,  together with
Purchaser's  investment  instructions  with respect  thereto.  The Title Company
acknowledges  that any demand  made by  Purchaser  for the return of the Earnest
Money  Deposit  received on or before the last day of the Review Period need not
be joined in by Seller in order to be effective.

         Date:  February 5, 2003.


                                     REPUBLIC TITLE OF TEXAS, INC.

                                     By: /s/ Paulette Hubbard
                                        -----------------------------
                                     Name:  Paulette Hubbard
                                          ---------------------------
                                     Title: Senior Vice President
                                           --------------------------


                                      -26-

<PAGE>


                                 BROKER JOINDER
                                 --------------


     Broker joins herein in order to (a) acknowledge receipt of a fully executed
copy  of  this  Contract;  and  (b)  evidence  Broker's  consent  to the  terms,
limitations,  restrictions  and  covenants set forth in Section 7.04 and Section
12.01, but not otherwise.

         Date: January 31, 2003.

                                    CUSHMAN & WAKEFIELD OF TEXAS, INC.


                                    By: /s/ Rick Hughes
                                        ------------------------------
                                    Name:  Rick Hughes
                                        ------------------------------
                                    Title: Senior Director
                                          ----------------------------



                                      -27-
<PAGE>



                                 BROKER JOINDER
                                 --------------


     Broker joins herein in order to (a) acknowledge receipt of a fully executed
copy  of  this  Contract;  and  (b)  evidence  Broker's  consent  to the  terms,
limitations,  restrictions  and  covenants set forth in Section 7.04 and Section
12.01, but not otherwise.

         Date: January 31, 2003.

                                      THE STAUBACH COMPANY


                                      By:  /s/ Larry M. Toon
                                         ---------------------------
                                      Name:  Larry M. Toon
                                           -------------------------
                                      Title:  Senior Vice President
                                            ------------------------


                                      -28-