UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                       FORM 10-Q

(Mark One)
X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES    
   EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

                                       OR

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   AND EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number:  1-13130 (Liberty Property Trust)
                         1-13132 (Liberty Property Limited Partnership)



               LIBERTY PROPERTY TRUST
        LIBERTY PROPERTY LIMITED PARTNERSHIP
   (Exact name of registrants as specified in their governing documents)


MARYLAND (Liberty Property Trust)                           23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership)         23-2766549
(State or other jurisdiction of 
incorporation or organization)  (I.R.S. Employer Identification Number)

65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania       19355
(Address of Principal Executive Offices)                     (Zip Code)

Registrants' Telephone Number, Including Area Code       (610)648-1700

Indicate by check mark whether the registrants (1) have filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding twelve (12) months (or for 
such shorter period that the registrants were required to file such 
reports) and (2) have been subject to such filing requirements for the 
past ninety (90) days.  YES  X    NO  

On May 13, 1997, 40,842,514 Common Shares of Beneficial Interest, par 
value $.001 per share, of Liberty Property Trust were outstanding.


<PAGE>
      LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
             FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1997

INDEX
-----

Part I.  Financial Information
------------------------------
Item 1.  Financial Statements (unaudited)                         Page
                                                                  ----
         Consolidated balance sheet of Liberty Property 
         Trust at March 31, 1997 and December 31, 1996.              4

         Consolidated statement of operations of Liberty 
         Property Trust for the three months ended March 
         31, 1997 and March 31, 1996.                                5

         Consolidated statement of cash flows of Liberty 
         Property Trust for the three months ended March 
         31, 1997 and March 31, 1996.                                6

         Notes to consolidated financial statements for 
         Liberty Property Trust.                                     7

         Consolidated balance sheet of Liberty Property 
         Limited Partnership at March 31, 1997 and 
         December 31, 1996.                                          9

         Consolidated statement of operations of Liberty 
         Property Limited Partnership for the three months 
         ended March 31, 1997 and March 31, 1996.                   10

         Consolidated statement of cash flows of Liberty 
         Property Limited Partnership for the three months 
         ended March 31, 1997 and March 31, 1996.                   11

         Notes to consolidated financial statements for 
         Liberty Property Limited Partnership.                      12

Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations.                    13-17

Part II. Other Information                                          18
--------------------------

Signatures                                                          19

--------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe 
harbor" for forward-looking statements.  Certain information included in 
this Quarterly Report on Form 10-Q contain statements that are or will 
be forward-looking, such as statements relating to acquisitions and 

<PAGE>
other business development activities, future capital expenditures, 
financing sources and availability, and the effects of regulation 
(including environmental regulation) and competition.  Such forward-
looking information involves important risks and uncertainties that 
could significantly affect anticipated results in the future and, 
accordingly, such results may differ from those expressed in any 
forward-looking statements made by, or on behalf of, the Company. These 
risks and uncertainties include, but are not limited to, uncertainties 
affecting real estate businesses generally (such as entry into new 
leases, renewals of leases and dependence on tenants' business 
operations), risks relating to acquisition, construction and development 
activities, possible environmental liabilities, risks relating to 
leverage and debt service (including availability of financing terms 
acceptable to the Company and sensitivity of the Company's operations to 
fluctuations in interest rates), the potential for the use of borrowings 
to make distributions necessary to qualify as a REIT, dependence on the 
primary markets in which the Company's properties are located, the 
existence of complex regulations relating to status as a REIT and the 
adverse consequences of the failure to qualify as a REIT and the 
potential adverse impact of market interest rates on the market price 
for the Company's securities.


<PAGE>
<TABLE>
        CONSOLIDATED BALANCE SHEET OF LIBERTY PROPERTY TRUST
                            (IN THOUSANDS)

<CAPTION>
                                                      MARCH 31, 1997    DECEMBER 31, 1996
                                                      --------------    -----------------
                                                        (UNAUDITED)
<S>                                                   <C>               <C>
ASSETS
Real estate:
  Land and land improvements                            $  168,376         $  140,196
  Buildings and improvements                             1,027,019            908,835
  Less accumulated depreciation                           (126,110)          (119,151)
                                                        ----------         ----------
Operating real estate                                    1,069,285            929,880

  Development in progress                                   75,963             85,628
  Land held for development                                 49,663             44,054
                                                        ----------         ----------
Net real estate                                          1,194,911          l,059,562

Cash and cash equivalents                                   20,146             19,612
Accounts receivable                                          9,728              8,707
Deferred financing and leasing costs, net of
  accumulated amortization (1997, $32,759; 
  1996, $30,985)                                            26,172             27,013
Prepaid expenses and other assets                           40,755             37,718
                                                        ----------         ----------
Total assets                                            $1,291,712         $1,152,612
                                                        ==========         ==========

LIABILITIES
Mortgage loans                                          $  313,662         $  240,803
Subordinated debentures                                    150,244            171,214 
Lines of credit                                            152,754            266,692
Accounts payable                                             8,450              6,294
Accrued interest                                             3,919              7,411
Dividend payable                                            17,781             14,248
Other liabilities                                           33,980             28,923
                                                        ----------         ----------
Total liabilities                                          680,790            735,585

Minority interest                                           51,655             41,495

SHAREHOLDERS' EQUITY
Common shares of beneficial interest, $.001 par value,
  200,000,000 shares authorized, 39,989,463 and
  31,400,361 shares issued and outstanding as of
  March 31, 1997 and December 31, 1996,
  respectively                                                  40                 31
Additional paid-in capital                                 560,281            370,813
Unearned compensation                                       (1,303)            (1,408)
Retained earnings                                              249              6,096
                                                        ----------         ----------
Total shareholders' equity                                 559,267            375,532
                                                        ----------         ----------
Total liabilities and shareholders' equity              $1,291,712         $1,152,612
                                                        ==========         ==========
</TABLE>
See accompanying notes.


<PAGE>
<TABLE>
        CONSOLIDATED STATEMENT OF OPERATIONS OF LIBERTY PROPERTY TRUST 
            (UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<CAPTION>
                                                             THREE              THREE
                                                          MONTHS ENDED       MONTHS ENDED
                                                         MARCH 31, 1997     MARCH 31, 1996
                                                         --------------     --------------
<S>                                                      <C>                <C>
REVENUE               
Rental                                                       $ 34,641          $25,952
Operating expense reimbursement                                10,849            8,905
Management fees                                                   153              505
Interest and other                                                839            1,201
                                                             --------          -------
Total revenue                                                  46,482           36,563
                                                             --------          -------
               
OPERATING EXPENSES               
Rental property expenses                                        8,639            7,817
Real estate taxes                                               3,280            2,565
General and administrative                                      2,487            1,637
Depreciation and amortization                                   7,970            6,456
                                                             --------          -------
Total operating expenses                                       22,376           18,475
                                                             --------          -------
               
Operating income                                               24,106           18,088
               
Interest expense                                               12,582            9,134
                                                             --------          -------
Income before minority interest                                11,524            8,954
               
Minority interest                                                 975              965
                                                             --------          -------
               
Net income                                                   $ 10,549          $ 7,989
                                                             ========          =======
               
Net income per common share - primary                        $   0.32          $  0.28
                                                             ========          =======
               
Dividends declared per common share                          $   0.41          $  0.40
                                                             ========          =======
               
Weighted average number of common shares outstanding           32,781           28,473
                                                             ========          =======
</TABLE>
               
See accompanying notes.


<PAGE>
<TABLE>
             CONSOLIDATED STATEMENT OF CASH FLOWS OF LIBERTY PROPERTY TRUST 
                                (UNAUDITED AND IN THOUSANDS)

<CAPTION>
                                                          THREE              THREE
                                                       MONTHS ENDED       MONTHS ENDED
                                                      MARCH 31, 1997     MARCH 31, 1996 
                                                      --------------     --------------
<S>                                                   <C>                <C>
OPERATING ACTIVITIES
Net income                                              $  10,549           $   7,989
Adjustments to reconcile net income to net cash               
  provided by operating activities               
     Depreciation and amortization                          7,970               6,456
     Amortization of deferred financing costs               1,139               1,157
     Minority interest in net income                          975                 965 
     Gain on sale                                               -                (377)
     Noncash compensation                                     105                  22
     Changes in operating assets and liabilities:               
        Accounts receivable                                (1,021)             (1,620)
        Prepaid expense and other assets                   (1,854)                 50 
        Accounts payable                                    2,156                (338)
        Accrued interest on existing debt                  (3,492)             (4,656)
        Other liabilities                                   5,624              (3,489)
                                                         ---------           ---------
Net cash provided by operating activities                  22,151               6,159
                                                         ---------           ---------
INVESTING ACTIVITIES
     Investment in properties                             (68,887)             (7,979)
     Investment in development in progress                (31,321)            (15,473)
     Investment in land held for development               (5,609)             (2,089)
     Increase in deferred leasing costs                    (1,644)               (336)
                                                         ---------           ---------
Net cash used in investing activities                    (107,461)            (25,877)
                                                         ---------           ---------
               
FINANCING ACTIVITIES
     Net proceeds from sale of common stock               174,173                   -
     Proceeds from mortgage loans                          42,465                   -
     Repayments of mortgage loans                            (647)               (195)
     Proceeds from lines of credit                         56,062              42,063
     Repayments on line of credit                        (170,000)                  -
     (Increase) decrease in deposits on pending
       acquisitions                                        (1,293)              1,446
     (Increase) decrease in deferred financing costs         (390)                179
     Dividends                                            (12,862)            (11,339)
     Distributions to partners                             (1,664)             (1,329)
                                                         ---------           ---------
               
Net cash provided by financing activities                  85,844              30,825
               
Increase in cash and cash equivalents                         534              11,107 
               
Cash and cash equivalents at beginning of period           19,612              10,629
                                                         ---------           ---------
               
Cash and cash equivalents at end of period               $ 20,146           $  21,736
                                                         =========           =========
               
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS               
Write-off of fully depreciated property and                 
  deferred costs                                         $    257           $     898
Acquisition of properties                                 (36,574)                  -
Assumption of mortgage loans                               31,041                   -
Issuance of operating partnership units                     5,533                   -
Noncash compensation                                          567                 353
Conversion of subordinated debentures                      20,970               5,052
                                                         =========          =========
</TABLE>
See accompanying notes.               


<PAGE>
                         LIBERTY PROPERTY TRUST 

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                            MARCH 31, 1997


NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements of Liberty 
Property Trust (the "Trust") and its subsidiaries, including Liberty 
Property Limited Partnership (the "Operating Partnership") (the Trust, 
Operating Partnership and their respective subsidiaries referred to 
collectively as the "Company"), have been prepared in accordance with 
generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-Q and Article 10 of 
Regulation S-X.  Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements and should be read in conjunction with the 
consolidated financial statements and notes thereto included in the 
Annual Report on Form 10-K of the Trust and the Operating Partnership 
for the year ended December 31, 1996.  In the opinion of management, all 
adjustments (consisting solely of normal recurring adjustments) 
necessary for a fair presentation of the financial statements for these 
interim periods have been included.  The results of interim periods are 
not necessarily indicative of the results to be obtained for a full 
fiscal year.  Certain amounts from prior periods have been restated to 
conform to current period presentation.

In February, 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings per Share, which is required to be adopted 
on December 31, 1997.  At that time, the Company will be required to 
change the method currently used to compute earnings per share and to 
restate all prior periods.  Under the new requirements for calculating 
primary earnings per share, the dilutive effect of stock options will be 
excluded.  The impact of Statement 128 on the calculation of primary and 
fully diluted earnings per share for the quarters ended March 31, 1997 
and 1996 is not expected to be material.

Note 2 - Organization
---------------------

The Trust, a self-administered and self-managed real estate investment 
trust (a "REIT"), was formed in the State of Maryland on March 28, 1994 
and commenced operations on June 23, 1994 upon completion of its initial 
public offering (the "Share Offering").  The Trust conducts all of its 
operations through the Operating Partnership.  At March 31, 1997, the 
Trust owned an 91.52% interest in the Operating Partnership as its sole 
general partner and a .02% interest as a limited partner.  Concurrent 
with the Share Offering, the Operating Partnership completed a public 
offering of $230 million of Exchangeable Subordinated Debentures (the 
"Debentures") due 2001.  The Debentures are guaranteed by the Trust.  

<PAGE>

After June 23, 1995,  the Debentures are exchangeable, at the option of 
the holder thereof, at any time prior to maturity, into Common Shares at 
a rate of one share for each $20 outstanding principal amount of 
Debentures, subject to certain adjustments. 

The Company completed a follow-on offering (the "Follow-on Offering") on 
March 24, 1997 of 7,500,000 Common Shares.  On April 1, 1997, the 
overallotment option was exercised, resulting in the issuance of an 
additional 750,000 Common Shares.  



<PAGE>
<TABLE>
   CONSOLIDATED BALANCE SHEET OF LIBERTY PROPERTY LIMITED PARTNERSHIP
                               (IN THOUSANDS)


<CAPTION>
                                                      MARCH 31, 1997    DECEMBER 31, 1996
                                                      --------------    -----------------
                                                        (UNAUDITED)
<S>                                                   <C>               <C>
ASSETS
Real estate:
  Land and land improvements                            $  168,376         $  140,196
  Buildings and improvements                             1,027,019            908,835
  Less accumulated depreciation                           (126,110)          (119,151)
                                                        ----------         ----------
Operating real estate                                    1,069,285            929,880

  Development in progress                                   75,963             85,628
  Land held for development                                 49,663             44,054
                                                        ----------         ----------
Net real estate                                          1,194,911          l,059,562

Cash and cash equivalents                                   20,146             19,612
Accounts receivable                                          9,728              8,707
Deferred financing and leasing costs, net of
  accumulated amortization (1997, $32,759; 
  1996, $30,985)                                            26,172             27,013
Prepaid expenses and other assets                           40,755             37,718
                                                        ----------         ----------
Total assets                                            $1,291,712         $1,152,612
                                                        ==========         ==========

LIABILITIES
Mortgage loans                                          $  313,662         $  240,803
Subordinated debentures                                    150,244            171,214 
Lines of credit                                            152,754            266,692
Accounts payable                                             8,450              6,294
Accrued interest                                             3,919              7,411
Dividend payable                                            17,781             14,248
Other liabilities                                           33,980             28,923
                                                        ----------         ----------
Total liabilities                                          680,790            735,585

OWNERS' EQUITY
General partner's equity                                   559,267            375,532
Limited partners' equity                                    51,655             41,495
                                                        ----------         ----------
Total owners' equity                                       610,922            417,027
                                                        ----------         ----------
Total liabilities and owners' equity                    $1,291,712         $1,152,612
                                                        ==========         ==========
</TABLE>
See accompanying notes.


<PAGE>
<TABLE>
               CONSOLIDATED STATEMENT OF OPERATIONS OF 
                 LIBERTY PROPERTY LIMITED PARTNERSHIP 
                    (UNAUDITED AND IN THOUSANDS)

<CAPTION>
                                                             THREE              THREE
                                                          MONTHS ENDED       MONTHS ENDED
                                                         MARCH 31, 1997     MARCH 31, 1996
                                                         --------------     --------------
<S>                                                      <C>                <C>
REVENUE               
Rental                                                       $34,641           $25,952
Operating expense reimbursement                               10,849             8,905
Management fees                                                  153               505
Interest and other                                               839             1,201
                                                             -------           -------
Total revenue                                                 46,482            36,563
                                                             -------           -------
               
OPERATING EXPENSES               
Rental property expenses                                       8,639             7,817
Real estate taxes                                              3,280             2,565
General and administrative                                     2,487             1,637
Depreciation and amortization                                  7,970             6,456
                                                             -------           -------
Total operating expenses                                      22,376            18,475
                                                             -------           -------
               
Operating income                                              24,106            18,088
               
Interest expense                                              12,582             9,134
                                                             -------           -------
Net income                                                   $11,524           $ 8,954
                                                             =======           =======

Net income allocated to general partner                      $10,549           $ 7,989
Net income allocated to limited partners                         975               965
                                                             =======           =======
</TABLE>
See accompanying notes.



<PAGE> 
<TABLE>
 CONSOLIDATED STATEMENT OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP 
                           (UNAUDITED AND IN THOUSANDS)

<CAPTION>
                                                          THREE              THREE
                                                       MONTHS ENDED       MONTHS ENDED
                                                      MARCH 31, 1997     MARCH 31, 1996 
                                                      --------------     --------------
<S>                                                   <C>                <C>
OPERATING ACTIVITIES
Net income                                               $  11,524          $   8,954
Adjustments to reconcile net income to net cash               
  provided by operating activities                     
     Depreciation and amortization                           7,970              6,456
     Amortization of deferred financing costs                1,139              1,157
     Gain on sale                                                -               (377)
     Noncash compensation                                      105                 22
     Changes in operating assets and liabilities:               
        Accounts receivable                                 (1,021)            (1,620)
        Prepaid expense and other assets                    (1,854)                50 
        Accounts payable                                     2,156               (338)
        Accrued interest on existing debt                   (3,492)            (4,656)
        Other liabilities                                    5,624             (3,489)
                                                         ---------          ---------
Net cash provided by operating activities                   22,151              6,159
                                                         ---------          ---------
               
INVESTING ACTIVITIES
     Investment in properties                              (68,887)            (7,979)
     Investment in development in progress                 (31,321)           (15,473)
     Increase in land held for development                  (5,609)            (2,089)
     Increase in deferred leasing costs                     (1,644)              (336)
                                                         ---------          ---------
Net cash used in investing activities                     (107,461)           (25,877)
                                                         ---------          ---------
               
FINANCING ACTIVITIES
     Proceeds from mortgage loans                           42,465                  -
     Repayments of mortgage loans                             (647)              (195)
     Proceeds from lines of credit                          56,062             42,063
     Repayments on line of credit                         (170,000)                 -
     (Increase) decrease in deposits on pending 
       acquisitions                                         (1,293)             1,446
     (Increase) decrease in deferred financing costs          (390)               179 
     Capital contributions                                 174,173                  -
     Distribution to partners                              (14,526)           (12,668)
                                                         ---------          ---------
               
Net cash provided by financing activities                   85,844             30,825
               
Increase in cash and cash equivalents                          534             11,107 
               
Cash and cash equivalents at beginning of period            19,612             10,629
                                                         ---------          ---------
               
Cash and cash equivalents at end of period               $  20,146          $  21,736
                                                         =========          =========
               
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS               
Write-off of fully depreciated property and                 
  deferred costs                                         $     257          $     898
Acquisition of properties                                  (36,574)                 -
Assumption of mortgage loans                                31,041                  -
Issuance of operating partnership units                      5,533                  -
Noncash compensation                                           567                353
Conversion of subordinated debentures                       20,970              5,052
                                                         =========          =========
</TABLE>
See accompanying notes.               


<PAGE>
                    LIBERTY PROPERTY LIMITED PARTNERSHIP

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                             MARCH 31, 1997


NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited consolidated financial statements of Liberty 
Property Limited Partnership (the "Operating Partnership") and its 
direct and indirect subsidiaries have been prepared in accordance with 
generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-Q and Article 10 of 
Regulation S-X.  Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements and should be read in conjunction with the 
consolidated financial statements and notes thereto included in the 
Annual Report on Form 10-K of the Trust and the Operating Partnership 
for the year ended December 31, 1996.  In the opinion of management, all 
adjustments (consisting solely of normal recurring adjustments) 
necessary for a fair presentation of the financial statements for these 
interim periods have been included.  The results of interim periods are 
not necessarily indicative of the results to be obtained for a full 
fiscal year.  Certain amounts from prior periods have been restated to 
conform to current period presentation.

NOTE 2 - ORGANIZATION
---------------------

Liberty Property Trust (the "Trust", and together with the Operating 
Partnership referred to as the "Company"), a self-administered and self-
managed real estate investment trust (a "REIT"), was formed in the State 
of Maryland on March 28, 1994 and commenced operations on June 23, 1994 
upon completion of its initial public offering (the "Share Offering"). 
The Trust conducts all of its operations through the Operating 
Partnership.  At March 31, 1997, the Trust owned an a 91.52% interest in 
the Operating Partnership as its sole general partner and a .02% 
interest as a limited partner.  Concurrent with the Share Offering, the 
Operating Partnership completed a public offering of $230 million of 
Exchangeable Subordinated Debentures (the "Debentures") due 2001.  The 
Debentures are guaranteed by the Trust.  After June 23, 1995,  the 
Debentures are exchangeable, at the option of the holder thereof, at any 
time prior to maturity, into Common Shares at a rate of one share for 
each $20 outstanding principal amount of Debentures, subject to certain 
adjustments. 

The Company also completed a follow-on offering (the "Follow-on 
Offering") on March 24, 1997 of 7,500,000 Common Shares.  On April 1, 
1997, the overallotment option was exercised, resulting in the issuance 
of an additional 750,000 Common Shares.  

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS
------------------------------------------------------------------------

The following discussion compares the activities of the Company for the 
three month period ended March 31, 1997 (unaudited) with the activities 
of the Company for the three month period ended March 31, 1996 
(unaudited).  As used herein, the term "Company" includes the Trust, the 
Operating Partnership and their subsidiaries.

This information should be read in conjunction with the accompanying 
consolidated financial statements and notes included elsewhere in this 
report.

RESULTS OF OPERATIONS
---------------------

For the three month period ended March 31, 1997 compared to the three
------------------------------------------------------------------------
month period ended March 31, 1996.
-----------------------------------

Rental revenues increased from $26.0 million to $34.6 million, or by 33% 
for the three month periods ended March 31, 1996 to 1997. This increase 
is primarily due to the increase in the number of properties in 
operation ("Operating Properties") during the respective periods.  As of 
March 31, 1996, the Company had 213 Operating Properties, and as of 
March 31, 1997, the Company had 285 Operating Properties.  From January 
1, 1996 through March 31, 1996, the Company acquired 5 properties, for a 
Total Investment of approximately $18.4 million.  From January 1, 1997 
through March 31, 1997, the Company acquired or completed the 
development on 26 properties for a Total Investment of approximately 
$158.9 million.  The "Total Investment" for a property is defined as the 
property's purchase price plus closing costs and management's estimate, 
as determined at the time of acquisition, of the cost of necessary 
building improvements in the case of acquisitions, or land costs and 
land and building improvement costs in the case of development projects, 
and where appropriate, other development costs and carrying costs 
required to reach rent commencement.  

Operating expense reimbursement increased from $8.9 million for the 
three month period ended March 31, 1996 to $10.8 million for the three 
month period ended March 31, 1997.  This increase is a result of the 
reimbursement from tenants for increases in rental property expenses and 
real estate taxes.  The operating expense recovery percentage (the ratio 
of operating expense reimbursement to rental property expenses and real 
estate taxes) increased from 85.8% for the three month period ended 
March 31, 1996 to 91.0% for the three month period ended March 31, 1997, 
due to the increase in occupancy. 

Rental property and real estate tax expenses increased from $10.4 
million for the three month period ended March 31, 1996 to $11.9 million 
for the three month period ended March 31, 1997.  This increase is due 

<PAGE>

to the increase in the number of properties owned during the respective 
periods, partly offset by a reduction in snow removal and other seasonal 
operating costs during the mild 1997 winter compared to the severe 1996 
winter.  

Property level operating income for the "Same Store" properties 
(properties owned as of January 1, 1996) increased from $23.8 million 
for the three month period ended March 31, 1996 to $25.3 million for the 
three month period ended March 31, 1997, and increase of 6.6%.  This 
increase is due principally to increases in the occupancy and increases 
in the rental rates for the properties.

Set forth below is a schedule comparing the property level operating 
income for the Same Store properties for the three month periods ended 
March 31, 1997 and 1996.

                                               Three Months Ended
                                        ------------------------------
                                                (In thousands)
                                        ------------------------------
                                        March 31, 1997  March 31, 1996
                                        --------------  --------------
Rental revenue                             $26,237         $25,108
Operating expense reimbursement              7,983           8,575
                                           -------         -------
                                            34,220          33,683

Rental property expenses                     6,471           7,478
Real estate taxes                            2,429           2,444
                                           -------         -------  
Property level operating income            $25,320         $23,761
                                           =======         =======

General and administrative expenses increased by $850,000 from the three 
months ended March 31, 1996 to the comparable period in 1997, due to the 
increase in personnel and other related overhead costs necessitated by 
the increase in the number of properties owned during the respective 
periods.

Depreciation and amortization expense increased from $6.5 million for 
the three month period ended March 31, 1996 to $8.0 million for the 
three month period ended March 31, 1997.  This increase is due to an 
increase in the number of properties owned during the respective 
periods.

Interest expense increased from $9.1 million for the three month period 
ended March 31, 1996 to $12.6 million for the three month period ended 
March 31, 1997.  This increase is due to an increase in the average debt 
outstanding for the first quarter of 1996 compared to the first quarter 
of 1997, which equalled $492.3 million and $647.7 million, respectively, 
and increases in interest rates, partially offset by reduced interest as 
a result of the Debenture conversions.

As a result of the foregoing, the Company's operating income increased 
from $18.1 million for the three month period ended March 31, 1996 to 
$24.1 million for the three month period ended March 31, 1997.  In 

<PAGE>

addition, income before minority interest for the three month periods 
increased by 28%, from $9.0 million for the three month period ended 
March 31, 1996 to $11.5 million for the three month period ended March 
31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1997, the Company had cash and cash equivalents of $20.1    
million.  Working capital at March 31, 1997 was $17.5 million.

Net cash flow provided by operating activities increased from $6.2 
million for the three month period ended March 31, 1996, to $22.2 
million for the three month period ended March 31, 1997.  This $16.0 
million increase was primarily due to the cash provided by the 
additional Operating Properties in service during the latter period.

Net cash used in investing activities increased from $25.9 million for 
the three month period ended March 31, 1996, to $107.5 million for the 
three month period ended March 31, 1997.  This increase was a result of 
increased acquisition activity in the first quarter of 1997, including 
the acquisition of a portfolio of 16 properties in the Minneapolis, 
Minnesota marketplace.

Net cash provided by financing activities increased from $30.8 million 
for the three month period ended March 31, 1996, to $85.8 million for 
the three month period ended March 31, 1997.  This increase was 
attributable to the Follow-On Offering which was completed on March 24, 
1997 which resulted in the issuance of 7,500,000 Common Shares.

The Company believes that its undistributed cash flow from operations 
are adequate to fund its short-term liquidity requirements.

The Company has funded its long-term liquidity requirements such as 
property acquisition and development activities primarily through 
secured line of credit facilities.  As of March 31, 1997, the Company 
had in place two line of credit facilities with separate lenders; one 
for a maximum of $250 million (the "$250 Million Line of Credit"), and 
the other for a maximum of $100 million (the "$100 Million Line of 
Credit").  

The $250 Million Line of Credit matures on June 15, 1998, subject to the 
Company's option to extend the maturity of the loan as described below.  
As of March 31, 1997, $72.8 million was outstanding under the $250 
Million Line of Credit.  The $250 Million Line of Credit is recourse to 
the Company only with respect to 50% of the outstanding principal amount 
thereof.  Funds borrowed under the $250 Million Line of Credit bear 
interest at an annual rate of 175 basis points over LIBOR.  Subject to 
certain conditions and the payment of a fee equal to 0.5% of the then 
outstanding loan balance, the Company may exercise a one-time option to 
convert the loan balance into a two-year term loan upon the maturity of 
the $250 Million Line of Credit.  Following such conversion, the 
interest rate on the term loan would be LIBOR plus 4%.

<PAGE>

The $100 Million Line of Credit matures on December 13, 1998, however, 
at any time prior to December 13, 1998, maturity may be extended for one 
year subject to certain conditions and the payment of an extension fee 
equal to 1/4% of the total commitment (as defined).  As of March 31, 
1997 $80.0 million was outstanding under the $100 Million Line of 
Credit.  The interest rate on the $100 Million Line of Credit is 1.60% 
over LIBOR. 
 
Periodically, the Company pays down borrowings on the Lines of Credit  
facilities with funds from long term capital sources.  In 1997, the 
Company used $170.0 million of the proceeds from the Follow-on Offering 
to paydown the Lines of Credit.
 
As of March 31, 1997, $313.7 million in mortgage loans were outstanding 
with maturities ranging from 1997 to 2013. The interest rates on $279.6 
million of mortgage loans are fixed and range from 6% to 10%.  Interest 
rates on $34.1 million of mortgage loans float with LIBOR or prime, of 
which $10.3 million is subject to certain caps.  The weighted average 
interest rate for the mortgage loans is 7.7%, and the weighted average 
life is 7.9 years.

General

The Company expects to incur variable rate debt, including borrowings 
under the Lines of Credit, from time to time.  The Company has entered 
into a swap agreement, with a notional amount of $114.5 million, to 
hedge against possible fluctuations in interest rates in anticipation of 
a debt issuance in 1997 for a five to seven year term.   The Company 
believes that its existing sources of capital will provide sufficient 
funds to finance its continued acquisition and development activities.  
In this regard, the Company continues to evaluate its long term capital 
sources which generally include the availability of debt financing and 
access to equity.  

In July 1995, the Company filed a shelf registration with the Securities 
and Exchange Commission that enabled the Company to offer up to an 
aggregate of $350.0 million of securities, including common stock, 
preferred stock and debt (the "Initial Shelf Registration").  On 
November 27, 1995, the Company completed a follow-on public offering of 
7,200,000 common shares resulting in proceeds of $140.4 million.

On October 15, 1996, the Company filed a Registration Statement of 
1,000,000 shares to be issued through a Dividend Reinvestment and Share 
Purchase Plan.

On February 21, 1997, the Company filed a shelf registration with the  
Securities and Exchange Commission that enables the Company to offer up  
to an aggregate of $850.0 million of securities, including common stock,  
preferred stock and debt (the "Second Shelf  Registration").  On March 
24, 1997, the Company completed the Follow-on Offering which resulted in 
the issuance of an additional 7,500,000 Common Shares, and on April 1, 
1997, the overallotment option was exercised, resulting in the issuance 

<PAGE>

of an additional 750,000 Common Shares.  The issuance of these Common 
Shares resulted in gross proceeds of $202.1 million.  Collectively, the 
Initial Shelf Registration and the Second Shelf Registration are 
referred to as the "Shelf Registration".  

Presently, the Shelf Registration provides Liberty Property Trust and 
Liberty Property Limited Partnership with the ability to offer up to 
$479.4 million and $400.0 million of securities, respectively.     

On February 8, 1996, Moody's Investors Service assigned a prospective 
rating of Ba2 for senior unsecured debt issued by Liberty Property 
Limited Partnership under the shelf registration.

Calculation of Funds from Operations

Management considers Funds from Operations an appropriate measure of the  
performance of an equity REIT.  Funds from Operations is defined by  
NAREIT as net income or loss (computed in accordance with generally  
accepted accounting principles), excluding gains or losses from debt  
restructuring and sales of property plus depreciation and amortization  
excluding the amortization of deferred financing costs and depreciation  
of non-real estate assets.  Funds from Operations should not be  
considered as an alternative to net income or as an alternative to cash  
flow or as a measure of liquidity.  Funds from Operations for the three 
month periods ended March 31, 1997 and 1996 are as follows: 

                                               THREE MONTHS ENDED
                                                 (IN THOUSANDS)
                                         -------------------------------
                                         MARCH 31, 1997   MARCH 31, 1996
                                         --------------   --------------
Net Income                                  $10,549          $ 7,989
Add Back:                                            
  Minority Interest                             975              965
  Depreciation and amortization               7,859            6,388
  Gain on sale                                    -             (377)
                                            -------          ------- 
Funds from operations                       $19,383          $14,965
                                            =======          ======= 

INFLATION
---------

Inflation has remained relatively low during the last three years, and 
as a result, it has not had a significant impact on the Company during 
this period.  The Lines of Credit bear interest at a variable rate; 
therefore, the amount of interest payable under the Lines of Credit will 
be influenced by changes in short-term interest rates, which tend to be 
sensitive to inflation.  To the extent an increase in inflation would 
result in increased operating costs, such as in insurance, real estate 
taxes and utilities, substantially all of the tenants' leases require 
the tenants to absorb these costs as part of their rental obligations.  
In addition, inflation also may have the effect of increasing market 
rental rates.

<PAGE>

PART II:    OTHER INFORMATION
-----------------------------

Item 1.     Legal Proceedings

            None

Item 2.     Changes in Securities

            None

Item 3.     Defaults upon Senior Securities

            None

Item 4.     Submission of Matters to a Vote of Security Holders

            None

Item 5.     Other Information

            None

Item 6.     Exhibits and Reports on Form 8-K

            a.    Exhibits

                  3.1     Fourth Amendment to Agreement of Limited 
Partnership of Liberty Property Limited Partnership dated March 21, 
1997.

                  10.1    First Amendment to Loan Agreement by and among  
Liberty Property Limited Partnership and Liberty Property Trust and The 
First National Bank of Boston and the other banks named therein, dated 
March 11, 1997.

                  10.2    Contract of Sale by and between NWBC 
Associates Limited Partnership and Liberty Property Limited Partnership 
dated January 22, 1997.

                  10.3    Amendment to Contract of Sale by and between 
NWBC Associates Limited Partnership and Liberty Property Limited 
Partnership dated March 20, 1997.

                  10.4    Contract of Sale by and between 330 Associates 
Limited Partnership and Liberty Property Limited Partnership dated 
January 22, 1997.

                  10.5    Amendment to Contract of Sale by and between 
330 Associates Limited Partnership and Liberty Property Limited 
Partnership dated March 20, 1997.

<PAGE>
                  10.6    Contract of Sale by and between SOBC 
Associates, LLC and Liberty Property Limited Partnership dated January 
22, 1997.

                  10.7    Amendment to Contract of Sale by and between 
SOBC Associates, LLC and Liberty Property Limited Partnership dated 
March 20, 1997.

                  10.8    Agreement by and between The Varde Fund III-A, 
A, L.P. and Liberty Property Limited Partnership dated February 21, 
1997.

                  10.9   Agreement by and between Crosstown Asset Corp. 
I., and Liberty Property Limited Partnership dated February 21, 1997.

                  10.10  Contribution and Acquisition Agreement by and 
among The Liberty Corporation, the Land Seller, and the Contributors 
(defined within) and Liberty Property Limited Partnership and Liberty 
Property Trust dated March 5, 1997.

                  10.11  Form of Contributors Rights Agreement by and 
among The Liberty Corporation, and certain subsidiaries, and Liberty 
Property Trust.

                  10.12  Registration Rights Agreement by and among 
Liberty Property Trust and Robert C. Lux, Stewart R. Stender, 330 
Associates, Inc., NWBC Associates, Inc., and APEX Asset Management 
Corporation dated March 20, 1997.
                  
                  27   Financial Data Schedule (EDGAR VERSION ONLY)

            b.    Reports on Form 8-K

                  Report on Form 8-K dated February 10, 1997 filed under 
Item 5 relating to the acquisition of four properties during the period 
from January 1, 1997 to February 10, 1997.  The report included a 
Combined Statement of Operating Revenue and Certain Operating Expenses 
for a majority of the properties, Pro Forma Condensed Consolidated 
Balance Sheets for Liberty Property Trust and Liberty Property Limited 
Partnership, and Pro Forma Consolidated Statements of Operations for 
Liberty Property Trust and Liberty Property Limited Partnership.

Report on Form 8-K dated March 5, 1997 filed under Item 5 relating to 
the acquisition of one property and the probable acquisition of 39 
additional properties during the period from February 10, 1997 to 
February 28, 1997.  The report included a Combined Statement of 
Operating Revenue and Certain Operating Expenses for a majority of the 
properties, Pro Forma Condensed Consolidated Balance Sheets for Liberty 
Property Trust and Liberty Property Limited Partnership, and Pro Forma 
Consolidated Statements of Operations for Liberty Property Trust and 
Liberty Property Limited Partnership.


<PAGE>

Report on Form 8-K dated March 21, 1997 filed under Item 5 relating to 
the Secondary Offering which was completed on March 24, 1997.  

<PAGE>                 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 
each registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized.

LIBERTY PROPERTY TRUST




/s/ JOSEPH P. DENNY                           May 14, 1997
---------------------------------             --------------------------
Joseph P. Denny                               Date
President




/s/ GEORGE J. ALBURGER, JR.                   May 14, 1997
---------------------------------             --------------------------
George J. Alburger, Jr.                       Date
Chief Financial Officer




LIBERTY PROPERTY LIMITED PARTNERSHIP
By:  LIBERTY PROPERTY TRUST, GENERAL PARTNER





/s/ JOSEPH P. DENNY                            May 14, 1997
----------------------------------             -------------------------
Joseph P. Denny                                Date
President




/s/ GEORGE J. ALBURGER, JR.                    May 14, 1997
----------------------------------             -------------------------
George J. Alburger, Jr.                        Date
Chief Financial Officer


<PAGE>

EXHIBIT 3.1

                        FOURTH AMENDMENT
                               TO
                 AGREEMENT OF LIMITED PARTNERSHIP
                               OF
               LIBERTY PROPERTY LIMITED PARTNERSHIP


THIS FOURTH AMENDMENT, dated as of March 21, 1997, amends the 
Partnership Agreement (as defined below) of  LIBERTY PROPERTY LIMITED 
PARTNERSHIP, a Pennsylvania limited partnership (the "Partnership").  
Capitalized terms used herein but not defined herein shall have the 
meanings given such terms in Partnership Agreement.

                           BACKGROUND

A.   On March 28, 1994, Rouse General Corp., a Pennsylvania corporation 
(the "Initial General Partner"), and Willard G. Rouse, III, George 
Congdon and Joseph Denny (the "Initial Limited Partners") formed  a 
Pennsylvania limited partnership under the name "Liberty Property 
Limited Partnership" (the "Partnership") with the Initial General 
Partner and the Initial Limited Partners as the sole general partner and 
the sole limited partners, respectively of the Partnership;

B.   Certain Persons were admitted to the Partnership on June 23, 1994 
as additional limited partners; (i) effective as of June 23, 1994, the 
Initial General Partner and the Initial Limited Partners withdrew from 
the Partnership and their partnership interests in the Partnership were 
redeemed for $100; and (ii) effective as of June 23, 1994, Liberty 
Property Trust, a Maryland real estate investment trust, was admitted to 
the Partnership as the sole general partner thereof;

C.   The Partners as of June 23, 1994 entered into that certain 
Agreement of Limited Partnership dated as of June 23, 1994, which was 
subsequently amended on March 1, 1995 and on June 19, 1995. On June 19, 
1995, the Partners restated and amended the Agreement of Limited 
Partnership such that the terms of the amended and restated Agreement of 
Limited Partnership superseded and replaced in their entireties the 
terms of the Agreement of Limited Partnership and the amendments thereto 
(the "First Restated and Amended Agreement of Limited Partnership"); and

D.   The First Restated and Amended Agreement of Limited Partnership was 
amended by agreements executed on December 22, 1995 and December 30, 
1996.  The First Restated and Amended Agreement of Limited Partnership 
as amended prior to the date of this Agreement is referred to as the 
"Partnership Agreement."

E.   The Partnership is a party to the following Contracts of Sale:

     (a)   Contract of Sale by and between the Partnership and 330 
Associates Limited Partnership, a Minnesota limited partnership ("330 
Associates"), dated January 22, 1997;
     (b)   Contract of Sale by and between the Partnership and SOBC 
Associates LLC, a Minnesota limited liability company ("SOBC 
Associates"), dated January 22, 1997;
     (c)   Contract of Sale by and between the Partnership and NWBC 
Associates Limited Partnership, a Minnesota limited partnership ("NWBC 
Associates"), dated January 22, 1997; and
     (d)   Amended and Restated Agreement by and between the Partnership 
and Apex Asset Management Corporation ("Apex") dated February 21, 1997.
(collectively, as amended, the "Contracts of Sale") pursuant to which 
the Partnership has agreed to acquire certain real and personal property 
owned by 330 Associates, SOBC Associates, NWBC Associates and Apex in 
consideration for, among other things, Partnership Interests in the 
Partnership.

F.   Pursuant to Section 4.2 of the Partnership Agreement, the General 
Partner of the Partnership has the power and authority to issue 
additional Partnership Interests to persons on such terms and conditions 
as the General Partner shall deem advisable. 

G.   The General Partner, pursuant to the exercise of such authority and 
in accordance with Section 14.1(b)(2) of the Partnership Agreement, has 
determined to execute this Amendment to the Partnership Agreement to 
evidence the issuance of additional Partnership Interests and the 
admission of the other signatories hereto as Limited Partners of the 
Partnership.

NOW, THEREFORE, in consideration of the mutual convenants and agreements 
herein contained and other good and valuable consideration, the receipt, 
adequacy and sufficiency of which are hereby acknowledged, the parties 
hereto, intending to be legally bound, hereby amend the Partnership 
Agreement as follows:

1.   The Partnership Agreement is hereby amended to reflect the 
admission as a Limited Partner on the date hereof of the Persons set 
forth on Schedule A attached hereto (the "Admitted Partners") and the 
ownership by such Persons of the number of Partnership Interests listed 
opposite each person's name on Schedule A.  Attached as Schedule B is a 
list of the Partners of the Partnership prior to the admission of the 
Persons set forth on Schedule A, together with the number of Partnership 
Interests owned by such partners.

2.   The Partnership Interests issued hereby shall have the same rights, 
preferences, privileges and designations as the Limited Partner 
Partnership Interests which have heretofore been issued by the 
Partnership, including, but not limited to, the right to convert such 
Partnership Interests into Common Shares of Beneficial Interest, par 
value, $.001 per share (the "Common Shares"), of the General Partner 
pursuant to Section 11.1 of the Partnership Agreement; provided that 
distribution to be received by the newly admitted Limited Partners in 
their capacity as partners of the Partnership shall be pro-rated to 
reflect the portion of the fiscal quarter of the Partnership for which 
the newly admitted Limited Partners held their Partnership Interests and 
shall not be pro rata in accordance with their then Percentage 
Interests; and provided, further that the newly admitted Limited 
Partners shall not be entitled to sell such Partnership Interests to the 
General Partner.

3.   Anything herein to the contrary notwithstanding, the Partnership 
Interests issued to the Admitted Partners shall not be exchangeable or 
convertible into Common Shares until after the first anniversary of the 
date of this Amendment.

4.   By execution of this Amendment to the Partnership Agreement by the 
General Partner and the Persons listed on Schedule A, such Persons agree 
to be bound by each and every term of the Partnership Agreement as 
amended from time to time in accordance with the terms of the 
Partnership Agreement.

5.   On the date of this Amendment, each of the Admitted Partners shall 
execute and deliver to the Liberty Property Trust an Irrevocable Proxy 
coupled with an Interest in the form set forth on Exhibit 1 hereto 
attached.

6.   For purposes of Article XIII of the Partnership Agreement only, the 
terms "Limited Partner" and "Limited Partners" shall refer only to those 
persons who are admitted as Limited Partners to the Partnership 
concurrently with the consummation of the transactions contemplated by 
the Contracts of Sale.

7.   Except as expressly set forth in this Amendment to the Partnership 
Agreement, the Partnership Agreement is hereby ratified and confirmed in 
each and every respect.

IN WITNESS WHEREOF, this Amendment to the Agreement of Limited 
Partnership Agreement executed and delivered as of the date first above 
written.


                          General Partner:
                          LIBERTY  PROPERTY TRUST

                          By: 
                             -----------------------------

                          Its:
                             -----------------------------


                          ADMITTED PARTNERS:


                          --------------------------------
                          Stewart R. Stender


                          --------------------------------
                          Robert C. Lux


                          NWBC ASSOCIATES, INC., A Minnesota Corporation

                          By: 
                              -----------------------------
                              Stewart R. Stender, President


                          APEX ASSET MANAGEMENT CORPORATION,
                          A Minnesota Corporation

                          By:
                              -----------------------------
                              Stewart R. Stender, President


                          330 ASSOCIATES, INC.

                          By: 
                              -----------------------------
                              Stewart R. Stender, President




                          SCHEDULE "A"



                                            NUMBER OF
ADMITTED PARTNERS                     PARTNERSHIP INTERESTS
-----------------                     ---------------------

Stewart R. Stender                           53,865

Robert C. Lux                                53,864

NWBC Associates, Inc                         28,191

330 Associates, Inc.                          2,574

APEX Asset Management Corporation            85,051



                                SCHEDULE "B"
                  LIBERTY PROPERTY LIMITED PARTNERSHIP 
                           PARTNERSHIP INTERESTS
                         AS OF MARCH 21, 1997


                                          NUMBER OF
                                         PARTNERSHIP
LIMITED PARTNERS                          INTERESTS
----------------                         -----------

Peter M. Balitsaris                          34,969
Claiborn M. Carr                            138,198
John A. Castorina                            11,094
George F. Congdon                           245,419
Joseph P. Denny                             260,250
Jill R. Felix                               195,043
Robert E. Fenza                             187,670
Edward Fitzgerald                             9,344
Lawrence D. Gildea                           93,319
Robert Goldschmidt                           22,895
Michael T. Hagan                              9,343
David C. Hammers                            177,678
Robert J. Kiel                               14,491
Earl Kline                                   18,820
James C. Lutz                                27,981
James C. Mazzarelli                          13,445
Steven E. Messaros                            7,246
Sharon Messaros                               7,245
Mary Beth Morrissey                           9,344
Leslie R. Price                             167,964
Joseph M. Reichert                           27,242
Rouse & Associates, Inc.                      4,652
Williard G. Rouse III                       450,269
Trust for the Children of
  George F. Congdon, dated
  6/27/85, Michael M. Dean,
  Trustee                                    92,825
Trust for the Children of
  David C. Hammers, dated
  6/27/85, Michael M. Dean,
  Trustee                                    89,651
Trust for Mary Rouse                         11,223
Trust for Anne Rouse                         11,223
Trust for Rouse Younger Children
  dated 6/27/85, Michael M. Dean,
  Trustee                                    89,651
Trust for the Benefit of 
  Laurie Hammers, dated
  1/1/90, Michael M. Dean, Trustee            5,506
Mike Weitzmann                               42,312
Southeast Limited Partnership               168,445
Liberty Special Purpose Corp.                10,574
Rebecca Lingerfelt                            8,076
J. Ryan Lingerfelt Irrevocable Trust         15,625
Justin M. Lingerfelt Irrevocable Trust       15,625
Daniel K. Lingerfelt Irrevocable Trust       15,625
Catherine E. Lingerfelt Irrecovable Trust    15,625
Alan T. Lingerfelt                          317,500
L. Harold Lingerfelt                        164,375
James J. Carpenter                           78,750
David L. Lingerfelt                          30,674
Morris U. Ferguson                            6,000
Carl C. Lingerfelt                           12,500
Murray H. Wright                              7,500
Erle Marie Latimer                           12,500
Mazel Investments LLC                        28,025
                                          ---------

Total Limited Partner Interests           3,361,418

                                          Percentage
General Partner                            Ownership
-----------------------------             ----------

Liberty Property Trust                     90.48% GP

GP - The Partnership units for Liberty Property Trust has not been 
reflected because there is no conversion of units to shares to the 
general partner.


                          EXHIBIT 1


           IRREVOCABLE PROXY COUPLED WITH AN INTEREST


KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby irrevocably 
constitutes and appoints Liberty Property Trust, a Maryland real estate 
agent and proxy with respect to all of the partnership interest of 
Liberty Property Limited Partnership, a Pennsylvania limited partnership 
(the "Operating Partnership"), as to which the undersigned is now or 
hereafter becomes entitled to vote and/or consent, and to vote and/or 
consent with respect to such partnership interest in the name, place and 
stead of the undersigned, with full power of substitution and 
resubstitution, at any meeting of the limited partners of the Operating 
Partnership and at any adjournment thereof, or pursuant to any consent 
in lieu of a meeting, and with respect to each and every action as to 
which the undersigned may vote or consent.  The foregoing proxy, which 
is coupled with an interest and, therefore, not terminable by the 
undersigned without the consent of the Proxy Holder, will remain in 
effect until, and terminate only upon, termination by the Proxy Holder.  
The undersigned here waives any defect which might cause the proxy 
granted hereunder to be invalid or unenforceable.  The undersigned 
hereby agrees to execute such other instruments as the Proxy Holder or 
the Operating Partnership shall reasonably request to confirm the 
validity and enforceability of the proxy granted hereunder.

IN WITNESS WHEREOF, the undersigned has executed and delivered this 
Proxy on this 21st day of March, 1997.




                               ----------------------------------
                               (To be executed by each person/
                                entity receiving Partnership
                                Interests at or immediately after
                                the Closing)


EXHIBIT 10.1

                      FIRST AMENDMENT TO LOAN AGREEMENT


     This First Amendment to Loan Agreement is made as of the 11th day 
of March, 1997, by and among LIBERTY PROPERTY LIMITED PARTNERSHIP, a 
Pennsylvania limited partnership (the "Borrower"), LIBERTY PROPERTY 
TRUST, a Maryland trust (the "Company") and THE FIRST NATIONAL BANK OF 
BOSTON, a national banking association ("PNC"), CORESTATES BANK, N.A., a 
national banking association ("CoreStates") and DRESDNER BANK, AG, New 
York and Grand Cayman Branches, a German Bank ("Dresdner"), (FNBB, PNC, 
CoreStates and Dresdner are collectively hereinafter the "Banks") and 
THE FIRST NATIONAL BANK OF BOSTON, as agent for itself and the Banks 
(the "Agent").

     WHEREAS, the parties hereto are parties to that certain Loan 
Agreement dated as of December 13, 1996 (the "Existing Agreement"): and

     WHEREAS, the parties have agreed to amend the Existing Agreement to 
provide for an increase in the Total Commitment from $80,000,000 to 
$100,000,000 and in certain other respects.

     NOW, THEREFORE, the parties hereby agree that effective upon the 
date hereof the Existing Agreement is amended as follows:

     1.     Increase in Total Commitment.  Each of PNC, CoreStates and 
Dresdner hereby increases its Commitment to the amount shown on the 
revised Schedule 1.2 attached hereto effective on the First Amendment 
Effective Date (hereinafter defined).  The Borrower shall execute and 
deliver to each of said Banks a Note (collectively the "Additional 
Notes") in an amount equal to the difference between said Bank's 
Commitment as shown on said revised Schedule 1.2 and the Note dated 
December 27, 1996 delivered to each such Bank at the time it became a 
party to the Loan Agreement.  The second sentence of section 2.3 is 
amended to read as follows:  "One or more Notes shall be payable to the 
order of each Bank and the aggregate principal amount of the Notes held 
by each Bank shall be equal to such Bank's Commitment".  On the First 
Amendment Effective Date each of PNC, CoreStates and Dresdner shall 
transfer funds to FNBB in the amount necessary so that each Bank's 
percentage of each of the Loans outstanding after the First Amendment 
Effective Date shall equal such Bank's Commitment Percentage as set 
forth on Schedule 1.2.  All outstanding Eurodollar Loans shall continue 
in effect for the remainder of their applicable Interest Periods and 
PNC, CoreStates and Dresdner shall accept the currently effective 
interest rates on their increased percentage of each Eurodollar Loan.  
FNBB shall not receive any Fixed Rate Prepayment Fee on the amounts so 
received by FNBB from the other Banks.

     2.     Updated Schedules to Loan Agreement.  The following 
Schedules to the Loan Agreement are hereby updated, supplemented or 
replaced as follows:

          (a)     Schedule 1 is replaced by Schedule 1 attached hereto.

          (b)     Schedule 1.1 is replaced by Schedule 1.1 attached 
hereto.

          (c)     Schedule 1.2 is replaced by Schedule 1.2 attached 
hereto.

          (d)     Schedule 1.3 is replaced by Schedule 1.3 attached 
hereto.

          (e)     Schedule 6.18 is replaced by Schedule 6.18 attached 
hereto.

          (f)     Schedule 6.22(d) is replaced by Schedule 6.22(d) 
attached hereto. 

          (g)     Schedule 6.22(I) is supplemented by adding thereto the 
rent rolls for each of the Additional Properties attached to the 
Borrower's Certificates delivered to the Agent with respect to the 
Additional Properties.

     3.     Effective Date.  This Amendment shall become effective on a 
date to be set forth in a notice from the Agent to the Borrower and the 
Banks (the "First Amendment Effective Date") which date shall be after 
each of the documents listed on the closing Agenda attached hereto as 
Exhibit A each in form and substance satisfactory to the Agent shall 
have been received by the Agent.

     4.     Additional Properties.  During the period after the 
Effective Date to an including the First Amendment Effective Date the 
following Real Estate Assets have become Mortgaged Properties pursuant 
to section 5.3 and section 5.4 (collectively, the "Additional 
Properties"):

          (a)     property owned by the Borrower located at 151 South 
Warner  Road,  Upper Merion Township, Montgomery County, Pennsylvania:

          (b)     property owned by the Borrower located at 200, 220, 
and 240 Gibraltar Road, Horsham Township, Montgomery County, 
Pennsylvania:

          (c)     property owned by Liberty Property Development Corp. 
located at 1821 Battery Dantzler Road, Chesterfield County, Virginia:

          (d)     property owned by the Borrower located at 3501 Riga 
Boulevard, Tampa, Hillsborough County, Florida:

          (e)     property owned by the Borrower located at 650 and 680 
Swedesford Road, Tredyffrin Township, Chester County, Pennsylvania: and

          (f)     property owned by the borrower located at 7248 
Industrial Boulevard, Trexlertown, Upper Macungie Township, Lehigh 
County, Pennsylvania.

    
     5.    Representations and Warranties.  The Borrower and the Company 
represent and warrant that each of the representations and warranties 
contained in section 6 is true, correct and complete in all material 
respects as of the date hereof to the same extent as though made on such 
date and that no Default or Event of Default has occurred and is 
continuing on the date hereof.

     6.    Effectiveness of Loan Documents.  On even date herewith each 
Guaranty and each Security Deed shall be amended to reflect the increase 
of the Total commitment and the execution and delivery of the Additional 
Notes.  All references in the Existing Agreement to said Loan Documents 
shall mean and be in reference to said Loan Documents as so amended.  
The Borrower Hereby confirms that each of the Security Documents shall 
continue to secure the payment and performance of all of the Obligations 
under the Existing Agreements as amended hereby and the Borrower's 
obligations under the Security Documents shall continue to be valid and 
enforceable and shall not be impaired or limited by the execution or 
effectiveness of this Amendment.  Every reference contained in the Loan 
Documents to the Credit Agreement shall mean and be a reference to the 
Existing Agreement as amended hereby and as the Credit Agreement may be 
further amended.  Every reference contained in the Loan Documents to the 
Notes shall be deemed to include the Additional Notes.  Except as 
specifically amended by this Amendment, the Existing Agreement and each 
of the Loan Documents shall remain in full force and effect and are 
hereby ratified and confirmed.

     7.     Miscellaneous.  This Amendment shall be governed by 
interpreted and construed in accordance with all of the same provisions 
applicable under the Existing Agreement including, without limitation, 
all definitions set forth in section 1.1 the rules of interpretation set 
forth in section 1.2 the provisions relating to governing law set forth 
in section 20. the provisions relating to counterparts in section 22 and 
the provision relating to severability in section 26.

     IN WITNESS WHEREOF, the undersigned have duly executed this 
Amendment as a sealed instrument as of the date first set forth above.

                         LIBERTY PROPERTY TRUST


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 

                         LIBERTY PROPERTY LIMITED PARTNERSHIP

                         By: LIBERTY PROPERTY TRUST
                             its general partner


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                         THE FIRST NATIONAL BANK OF BOSTON
                         as Agent



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                         THE FIRST NATIONAL BANK OF BOSTON



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                         PNC BANK NATIONAL ASSOCIATION
 
                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          CORESTATES BANK, N.A.

                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                         DRESDNER BANK AG, New York and
                         Grand Cayman Branches


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 





EXHIBIT 10.2

                          CONTRACT OF SALE
                                 NWBC


This Contract of Sale (the "Contract") dated as of this ___ day of 
January, 1997 is made and entered into by and between NWBC ASSOCIATES 
LIMITED PARTNERSHIP, a Minnesota limited partnership ("Seller") and 
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership 
or its permitted assigns ("Buyer").


ARTICLE I

DEFINED TERMS

1.1     Definitions.  As used in this Contract, the following terms have 
the meanings indicated:

        "330 Contract" means that Contract of Sale of even date herewith 
between Buyer and 330 Associates Limited Partnership.

        "Average Share Price" means the average closing price for the 
twenty (20) Business Days preceding the Closing Date of a Share as 
reported on the New York Stock Exchange.

        "Business Day" means a day other than a Saturday, a Sunday or 
another day on which commercial banks in Minneapolis, Minnesota are not 
required to be open for public business. 

        "Closing" means the consummation of the purchase of the Property 
by Buyer from Seller in accordance with Article VIII.

        "Closing Date" means the date on which the Closing is actually 
held.

        "Earnest Money Deposit" means the portion of the Purchase Price 
deposited by Buyer in escrow with the Title Company as provided in 
Section 3.2, plus any interest accrued thereon.  The amount of the total 
Earnest Money Deposit shall be payable as provided in Section 3.2 hereof.

        "Effective Date" means the date on which the Title Company 
acknowledges receipt of a fully-executed counterpart of this Contract.

        "Improvements" means the seven buildings, and all fixtures and 
other improvements associated therewith, containing approximately 520,880 
square feet of net rentable area, situated on the Land, consisting of the 
following buildings:

        Building Address                      Square Footage
        -----------------------------------   --------------
        2905 Northwest Boulevard
        (Northwest Business Campus I)              84,765
        2800 Campus Drive
        (Northwest Business Campus II)             64,852
        2955 Xenium Lane
        (Northwest Business Campus III)            24,800
        9401-9443 Science Center Drive
        (Science Center)                           73,898
        6321-6325 Bury Drive
        (Westwood IV)                              72,831
        7115-7173 Shady Oak
        (Valley Oak)                               77,925
        7660-7716 Golden Triangle Drive
        (Technology Park VII)                      89,672
        7400 Flying Cloud Drive
        (Eden Pointe)                              32,137

        "Inspection Period" means the period commencing on the Effective 
Date and ending on March 7, 1997.

        "Land" means all of those certain lots, tracts or parcels of 
land, in Plymouth and Eden Prairie, Hennepin County, Minnesota, as more 
fully described on Exhibit A, on which the Improvements are located, 
together with all and singular the rights appurtenant to that land.  

        "Leases" means all leases and/or occupancy agreements for space 
in the Project.

        "Partnership Agreement" means the First Restated and Amended 
Agreement of Limited Partnership dated as of June 19, 1995, as amended 
on December 22, 1995, as further amended on December 31, 1996, of the 
Buyer.

        "Permitted Exceptions" means the Title Exceptions set forth in 
the Title Commitment (defined in Section 4.1) or reflected in the survey 
delivered pursuant to Section 4.2, or any other exceptions or conditions 
that affect or may affect Seller's title to or use of the Property to 
which Buyer has not objected pursuant to Section 4.3, or that are 
approved (or deemed to be approved) by Buyer in accordance with Section 
4.4.

        "Personal Property" means (a) all tangible personal property 
owned by Seller and located on or attached to the Project, (b) Seller's 
interest in all licenses or permits relating to the Property, (c) 
Seller's interest in all service, maintenance, management, or other 
contracts relating to the ownership or operation of the Project, (d) 
Seller's interest in all warranties or guaranties relating to the 
Project, (e) Seller's interest in all representations and warranties 
made to Seller by its predecessor in interest, to the extent assignable, 
and (f) Seller's interest in the names of the Project.

        "Project" means the Land and the Improvements.  

        "Property" means, collectively, the Project, the Leases, and the 
Personal Property.

        "Property Manager" means:

             CB Commercial
             330 Second Avenue South
             Minneapolis MN 55402
             Attn:  Richard Schadegg
             Phone:  612-341-8108
             Fax:  612-341-9849

        "Purchase Price" means the total consideration to be paid by 
Buyer to Seller for the Property.

        "Rent Roll" means a rent roll identifying and providing certain 
information on the Leases, itemizing all security deposits, prepaid 
rents, and other property held by Seller for the account of the Tenants.

        "Shares" means the Common Shares of Beneficial Interest, par 
value $.001 per share, of the Trust.

        "SOBC Contract" means that Contract of Sale of even date 
herewith between the Buyer and SOBC Associates LLC.

        "Tenants" means those persons holding rights of a tenant under 
the Leases.

        "Title Company" means:

             Commonwealth Land Title Insurance Company
             51 Haddonfield Road
             Suite 115
             P.O. Box 5382
             Cherryhill, NJ 08304
             Attn:  Joe Patti
             Telephone No. 609-662-1500
             Telecopier:  609-665-6513

        The Title Company shall conduct the title examination, furnish 
Seller and Buyer with evidence of title and exceptions thereto and issue 
the Title Policy.

        "Title Exception" means any lien, mortgage, security interest, 
encumbrance, pledge, assignment, claim, charge, lease (surface, space, 
mineral, or otherwise), condition, restriction, option, conditional sale 
contract, right of first refusal, restrictive covenant, exception, 
easement (temporary or permanent), right-of-way, encroachment, overlap, 
or other outstanding claim, interest, estate, or equity of any nature.

        "Trust" means the Liberty Property Trust, a Maryland real estate 
investment trust and the General Partner of Buyer.

1.2     Other Defined Terms.  Other defined terms have the meanings 
assigned to them elsewhere in this Contract.




ARTICLE II

AGREEMENT OF PURCHASE AND SALE

On the terms and conditions stated in this Contract, Seller hereby 
agrees to sell and convey the Property to Buyer, and Buyer hereby agrees 
to purchase and acquire the Property from Seller.



ARTICLE III

PURCHASE PRICE

3.1     Purchase Price.  The Purchase Price (herein so called) to be 
paid by Buyer to Seller is THIRTY-ONE MILLION TWO HUNDRED TWENTY-SEVEN 
THOUSAND AND No/100 U.S. Dollars ($31,227,000).

3.2     Earnest Money Deposit.  Within one (1) Business Day after the 
Effective Date, Buyer shall have delivered $66,667 to the Title Company, 
in cash or cash equivalents representing funds immediately available for 
disbursement on the day of receipt by the Title Company, to be held by 
the Title Company in escrow to be applied or disposed of by it as is 
provided in this Contract.  Buyer's failure to timely make the Deposit 
(a) makes this Contract voidable at Seller's option and (b) gives Seller 
the right to immediately terminate the Contract in which event the 
Seller and Buyer shall have no further obligation to one another.  The 
Earnest Money Deposit shall be invested in an interest-bearing account 
with a financial institution and in a manner reasonably acceptable to 
Seller and Buyer.  All interest earned is part of the Earnest Money 
Deposit under this Contract.  If the purchase and sale hereunder is 
consummated, then the Earnest Money Deposit shall be applied to the 
Purchase Price at Closing.  In all other events, the Earnest Money 
Deposit shall be disposed of by the Title Company as provided in this 
Contract.

3.3     Payment of Purchase Price.  The Purchase Price shall be payable 
to Seller through the Title Company, by:

        (i)  Buyer assuming and paying at or after Closing, to Aetna 
Life Insurance Company ("Lender"), the outstanding principal balance of 
that Mortgage Note dated April 25, 1996 executed by Seller in favor of 
Lender in the original principal amount of $24,150,000, together with 
interest, contingent interest and all other amounts due to Lender in 
connection therewith (estimated to be $28,300,000) as shown in a payoff 
letter from Lender;

        (ii)  payment of an amount of cash equal to the sum of all 
closing costs incurred by Seller in connection herewith (estimated to be 
no more than $500,000); and 

        (iii)  the balance of the Purchase Price shall be paid by the 
issuance to the Seller of interests in the Buyer (the "Partnership 
Interests"), with each Partnership Interest valued at the lesser of (a) 
the Average Share Price as of the Closing Date, or (b) $25, and with the 
number of Partnership Interests rounded to the nearest whole number.  At 
least ten (10) Business Days prior to the Closing Date, Seller shall 
give Buyer written notice of its best estimate of the allocation of the 
Purchase Price as between cash and Partnership Interests.

3.4     Other Contracts.  Notwithstanding anything herein to the 
contrary, in the event that Buyer, for any reason, exercises its right 
to terminate this Contract, as a condition precedent to any such 
termination, it shall also, simultaneously, terminate the SOBC Contract 
and the 330 Contract.  If the SOBC Contract or the 330 Contract is 
terminated pursuant to Section 3.5 thereof, then Buyer may terminate 
this Contract.  In the event of such termination of this Contract, the 
Earnest Money shall be promptly refunded to Buyer and Seller shall have 
no further obligations, one to the other, with respect to the subject 
matter of this Contract (except under Section 4.7).

3.5     The Partnership Interests.

        (a)  Each Partnership Interest issued as part of the Purchase 
Price shall be exchangeable after the first anniversary of the Closing 
Date, on a one-for-one basis, for a Share of the Trust, on the basis set 
forth in and subject to the restrictions contained in the Partnership 
Agreement (including, without limitation, usual and customary provisions 
providing for adjustment in the number of Shares into which Partnership 
Interests are convertible upon certain changes in the capitalization of 
the Trust.)

        (b)  Buyer and Seller hereby acknowledge and confirm that they 
intend for the transfer of a portion of the Property to Buyer in 
exchange for Partnership Interests to qualify as a contribution pursuant 
to Section 721 of the Internal Revenue Code of 1986, as amended (the 
"Code").  Buyer and Seller agree to take any reasonable steps necessary 
to cause such transfer to qualify as a contribution pursuant to such 
section.

             Buyer acknowledges that, at Closing, Seller shall 
distribute the Partnership Interests to Stewart R. Stender, Robert C. 
Lux and NWBC Associates, Inc., each of which are partners of Seller. 

        (c)  Seller acknowledges and confirms that:

             (i)  neither the Partnership Interests nor the Shares into 
which the Partnership Interests may be converted have been registered 
under the Securities Act of 1933, as amended (the "Securities Act"), or 
any state securities laws;

             (ii) there is no obligation to register the Partnership 
Interests or the Shares except pursuant to the Registration Rights 
Agreement (as defined below);

             (iii) neither the Partnership Interests nor the Shares into 
which the Partnership Interests may be converted may be sold or 
otherwise transferred by Seller except (A) pursuant to registration 
under the Securities Act and state securities laws or an exemption 
therefrom or (B) as a distribution at Closing to Stewart R. Stender, 
Robert C. Lux and NWBC Associates, Inc. in accordance with the 
respective interests in Seller.

             (iv) the Partnership Interests shall not be convertible 
into Shares until after the first anniversary of the Closing Date; and

             (v) the Partnership Interests being acquired hereunder are 
being acquired for Seller's own account and not for the account of any 
other person or persons, for investment and not with a view to the 
disposition thereof in violation of the Securities Act. 

        (d)  Buyer acknowledges and confirms that:

             (i) it will not sell the Property (or any portion thereof) 
for two years following the Closing Date; and

             (ii) Seller as a holder of Partnership Interests in Buyer 
will participate in the allocations and distributions of Buyer on the 
same basis as the other limited partners of Buyer as determined in 
accordance with the terms and provisions of the Partnership Agreement, 
provided, however, that the initial distribution to Seller or those 
holding the Partnership Interests through Seller will be prorated based 
upon the portion of the fiscal quarter of Buyer for which Seller or 
those holding the Partnership Interests through Seller held the 
Partnership Interests.

        (e) Buyer has provided Seller, and Seller acknowledges receipt 
of, a copy of the Partnership Agreement.

        (f) Buyer and Seller hereby agree to negotiate in good faith the 
terms and conditions of the following documents (the "Partnership 
Documents") and to use their best efforts to conclude such negotiations 
and have a mutually agreeable form of each of the Partnership Documents 
on or before January 31, 1997:

             (i) a proxy (the "Proxy Agreement") containing usual and 
customary terms as to the appointing of the Board of Trustees of the 
Trust (so long as the Trust is a general partner of Buyer), as Seller's 
proxy with respect to all Partnership Interests owned by Seller, with 
authority to consent or withhold consent, in the Trust's sole 
discretion, with respect to any matter as to which limited partners of 
Buyer may act pursuant to the terms of the Partnership Agreement;

             (ii) an investment letter (the "Investment Letter") 
containing usual and customary representations and agreements obtained 
from purchasers of securities in private placements regarding the 
restrictions on transferability of the securities being acquired and the 
financial sophistication and qualification of the purchasers;

             (iii) a registration rights agreement (the "Registration 
Rights Agreement") containing usual and customary representations and 
agreements concerning the registration of the Shares, including without 
limitation, provisions for (A) Seller to have two demand registration 
rights and unlimited "piggyback" registration rights with respect to the 
Shares issuable upon exchange of the Partnership Interests, which rights 
shall commence on the first anniversary of the Closing Date, (B) Buyer 
to cover all expenses of such registration other than the fees of 
Seller's counsel and the registration fee for such Shares which shall be 
borne by Seller (not to exceed $2,500), (C) Seller to agree that, 
notwithstanding the effectiveness of any registration statement covering 
the Partnership Interests (other than in connection with an underwritten 
offering), it will not sell during any week a number of Shares greater 
than 10% of the average weekly trading volume for the Shares on the New 
York Stock Exchange for the preceding four calendar weeks.

             (iv) an amendment to the Partnership Agreement (the 
"Partnership Amendment") for the purpose of evidencing, among other 
things, the issuance of the Partnership Interests as a portion of the 
Purchase Price.

In the event that the parties have not agreed to the form of each of the 
Partnership Documents on or before January 31, 1997, either party hereto 
may terminate this Agreement by notice to the other party and, upon such 
termination, the Earnest Money shall be promptly refunded to Buyer and 
Buyer and Seller shall have no further obligations, one to the other, 
with respect to the subject matter of this Contract (except under 
Section 4.7).



ARTICLE IV

TITLE AND SURVEY

4.1     Title Commitment; Exception Documents.

        (a)  Seller has furnished to Buyer and Buyer's counsel a copy of 
Seller's Policy of Title Insurance for the Property.

        (b)  Buyer shall obtain a commitment for an ALTA owner's policy 
of title insurance (the "Title Commitment") on the Property issued by 
the Title Company and any desired endorsements to the Title Commitment 
which are available, if any.  

        (c)  Seller shall also furnish to Buyer copies of instruments 
that create or evidence Title Exceptions affecting the Property, as 
described in the Title Commitment (together, the "Title Documents").  

        (d)  Seller shall not be obligated to provide Buyer an abstract 
of title to the Land, but Seller shall provide any owner's duplicate 
certificate of title as to the Land at closing.

4.2     Survey.  Seller has provided to Buyer a copy of the most recent 
survey of the Project in Seller's possession.  

        Seller shall deliver to Buyer, as soon as practicable, but in 
any case within fifteen (15) days after the Effective Date, an as-built 
survey of the Property prepared by BRW, Inc., Ron Krueger & Associates, 
Inc. and Harry S. Johnson Companies, Inc. as an Urban Survey in 
accordance with the Minimum Standard Detail Requirements and 
Classifications for ALTA/ASCM Land Title Surveys as adopted by the 
American Land Title Association and American Congress on Surveying and 
Mapping in 1992 which shall (a) include items 1, 2, 3, 4, 6, 7, 8, 9, 
10, 11 and 13 from Table A of such Requirements and (b) shall be 
certified to Buyer and Title Company and any lender of Buyer's of which 
Buyer notifies Seller in writing on or prior to the expiration of the 
Inspection Period.

        The legal description of the Land contained in the Survey and in 
the Title Policy shall be used to describe the Land in the special 
warranty deed conveying the Project from Seller to Buyer.

4.3     Review of Title Commitment, Survey and Exception Documents.  
Buyer has a period of seven (7) Business Days (the "Title Review 
Period") after the later of (i) January 31, 1997 and (ii) Buyer's 
receipt of the Title Commitment, the Title Documents and the Survey in 
which to give written notice to Seller specifying Buyer's objections to 
the Title Commitment, the Survey or the Title Documents ("Objections"); 
provided, however, Buyer may not make any Objection to any of the 
Permitted Exceptions listed on Exhibit "I" attached hereto.  For 
purposes of this Section 4.3, Seller shall have satisfied all of its 
obligations with regard to title to the Project if Buyer has not 
objected to any of the Title Documents furnished to it or any other 
Title Exception referenced in the Title Commitment, within the Title 
Review Period. 

4.4     Seller's Obligation to Cure; Buyer's Right to Terminate.  If 
Buyer timely notifies Seller in writing of Objections to any of the 
matters furnished to Buyer pursuant to Section 4.3, then Seller shall, 
within thirty (30) days after Seller's receipt of Buyer's notice (the 
"Cure Period"), make reasonable efforts in good faith to attempt to cure 
the Objections.  Other than (i) mortgages or other liens securing 
indebtedness of Seller, judgments or tax liens against Seller or 
mechanics' liens against the Property (collectively, "Liens") which 
shall be satisfied, bonded or insured over by Seller at or prior to 
Closing (ii) minor encroachments which do not materially affect Buyer's 
or Tenant's use of the Property which Seller shall not be obligated to 
correct and (iii) objections which are insured over by the Title Company 
at no cost or liability to Seller, (iv) and other than the easements 
described in Section 5.6(e) for which Seller's sole obligation will be 
to assign the escrowed funds described therein, Seller is not obligated 
to effect a cure of any Objection unless such Objection is a material 
defect in the marketability of title to the Property (a "Material 
Objection") and the cost of curing all such Material Objections is less 
than $100,000 in the aggregate, but Buyer may, at its option, pay the 
excess amounts to Title Company at Closing (which payment shall not 
entitle Buyer to a reduction in the Purchase Price) and cause the Title 
Company to cure such Objections, but such Objections (which Buyer 
intends to pay to cure as aforesaid) shall not delay Closing nor shall 
Seller have any further liability or obligation with respect thereto.  
If Seller does not satisfy all Objections within the Cure Period, then, 
as its sole options or remedies, Buyer may either (a) waive the 
unsatisfied Objections, which then become Permitted Exceptions, and 
proceed to consummate this transaction without further recourse against 
Seller, (b) provide written notice of Buyer's intention to pay the cost 
of curing such Objections and pay the cost of curing such Objections at 
Closing as provided in the preceding sentence, but such payment shall 
not entitle Buyer to a reduction in the Purchase Price except to the 
extent that (i) such Objection relates to a Lien or (ii) Buyer pays the 
first $100,000 of such costs to cure Material Objections (which Seller 
would otherwise have paid to cure such Material Objections pursuant to 
the preceding sentence), in which event Buyer shall be entitled to a 
reduction in the Purchase Price only to the extent of that portion of 
the first such $100,000 to the extent paid by Buyer to cure such 
Material Objections, but Buyer shall have no further recourse against 
Seller by reason of such Objections or (c) terminate this Contract and 
receive back the Earnest Money Deposit, in which latter event Seller and 
Buyer have no further obligations, one to the other, with respect to the 
subject matter of this Contract (except under Section 4.7).  If 
unsatisfied Objections remain but Buyer does not deliver written notice 
of its waiver thereof, of Buyer's intention to pay the cost of curing 
such Objections or of the termination of this Contract to Seller within 
five (5) Business Days after expiration of the Cure Period, then the 
unsatisfied Objections shall become additional Permitted Exceptions, 
with no reduction in the Purchase Price, and Buyer shall have no further 
right to terminate this Contract under this Section 4.4.  If Seller 
shall effect a cure of the Objections within the Cure Period it shall 
deliver written notice thereof to Buyer and Buyer and Seller shall 
proceed to Closing as provided herein.

4.5     Title Policy.  The Title Policy shall be issued by the Issuing 
Title Company, in the amount of the Purchase Price, insuring that Buyer 
has fee simple title to the Property, subject only to the Permitted 
Exceptions.   Seller shall pay for the costs of abstracting, searches 
and the preparation of the Title Commitment; the premium for the Title 
Policy and any additional premiums for any endorsements requested by 
Buyer shall be paid by Buyer.  Any closing or escrow fees charged by the 
title company shall be paid one-half by Buyer and one-half by Seller.
 
4.6     Inspection.  Buyer may, during the Inspection Period, make such 
examinations, studies, inspections, and investigations of the Property 
as Buyer deems advisable.  Any physical inspections within the buildings 
on the Property shall be made only on Business Days and during normal 
business hours that will not disturb the quiet enjoyment of the Project 
by Tenants, and inspections of space occupied by a Tenant shall be made 
only with at least twenty-four (24) hours' advance notice to and consent 
of Seller and, at Seller's election, in the presence of a representative 
of Seller.  Seller shall reasonably cooperate with Buyer in contacting 
Tenants to permit Buyer's inspection.  Buyer shall use its best efforts 
to group inspections together on the same day or days in order to 
minimize the number of visits to Tenants' spaces and the impact on the 
Tenants.  By giving written notice to Seller before the expiration of 
the Inspection Period, Buyer may, in Buyer's sole discretion, terminate 
this Contract and receive back the Earnest Money Deposit, if Buyer has 
found the Property unsuitable for Buyer's purpose, or if Buyer has found 
any agreements or information regarding the Property unacceptable, or 
for any other reason, in Buyer's sole discretion.  If Buyer does not 
timely give that notice, then (a) Buyer shall be deemed to have accepted 
the condition of the Property, the estoppel certificates to be delivered 
by Seller pursuant to Section 5.2(b) hereof, (b) Buyer's right to 
terminate this Contract pursuant to this Section 4.6 shall be deemed 
waived, and (c) the Earnest Money Deposit shall thereafter not be 
refundable and shall be deemed earned by Seller in any event other than 
Seller's default or unless Buyer terminates the Contract under the 
provisions of Sections 4.4, 7.1, 9.1, or 11.9 hereof.

4.7     Indemnification.  Buyer shall indemnify, defend and hold Seller 
harmless from any and all demands, claims, actions or causes of action, 
assessments, losses, costs, damages, liabilities, interest, penalties 
and reasonable attorney's fees asserted against, resulting to, imposed 
on, or incurred by Seller as a result of any act or omission of Buyer, 
or any of Buyer's agents, consultants, contractors, or employees, in 
connection with an entry on or investigation or examination of the 
Property, or any part thereof, before Closing.  The indemnification 
obligations of Buyer with respect to these matters shall survive the 
Closing or the termination of this Contract for any reason and shall 
remain in full force and effect thereafter, but any claims of 
indemnification hereunder must be made by notice to Buyer within six (6) 
months after the date of termination hereof or the Closing Date, as 
applicable.




ARTICLE V

REPRESENTATIONS, WARRANTIES, COVENANTS,
AND AGREEMENTS OF SELLER

5.1     Representations and Warranties of Seller.  Seller represents and 
warrants to Buyer as of the Effective Date, except where specific 
reference is made to another date or dates, that:

        (a)  Attached as Schedule 1 is a complete and accurate Rent Roll 
showing all of the Leases which shall be updated by Seller prior to 
Closing if necessary.

        (b)  Attached as Schedule 2 is a complete and accurate list of 
all services, maintenance and management contracts relating to the 
Property which shall be updated prior to Closing if necessary;

        (c)  Seller has no current actual knowledge of, and has received 
no written notice from, any governmental authority requiring any work, 
repairs, construction, alterations or installations on or in connection 
with the Property, or asserting any violation of any federal, state, 
county or municipal laws, ordinances, codes, orders, regulations or 
requirements affecting any portion of the Property, including, without 
limitation, the Americans with Disabilities Act and any applicable 
environmental laws or regulations.  To the current actual knowledge of 
Seller, there is no action, suit or proceeding pending or, threatened 
against or affecting Seller or the Property or any portion thereof or 
relating to or arising out of the ownership of the Property, in any 
court or before any federal, state, county or municipal department, 
commission, board, bureau or agency or other governmental 
instrumentality.

        (d)  Seller is not a foreign person under Sections 1445 and 7701 
of the Internal Revenue Code of 1986, as amended, and regulations 
promulgated thereunder;

        (e)  To Seller's current actual knowledge, there is no 
individual sewage treatment system on or serving the Property as such 
term is defined in Minnesota Statutes Section 115.55; there are no wells 
or underground storage tanks on the Property; 

        (f)  Seller has full right, power and authority to sell the 
Property to Buyer as provided in this Contract and to carry out Seller's 
obligations under this Contract, and all requisite action necessary to 
authorize Seller to enter into this Contract and to carry out Seller's 
obligations hereunder has been taken;

        (g)  To Seller's current actual knowledge, there is no violation 
of Environmental Laws related to the Property or the presence or release 
of Hazardous Materials on or from the Property except as disclosed in 
the environmental reports listed on Schedule 3 delivered by Seller to 
Purchaser or made available for Purchaser's review.  The term 
"Environmental Laws" includes without limitation the Resource 
Conservation and Recovery Act and the Comprehensive Environmental 
Response Compensation and Liability Act ("CERCLA") and other federal 
laws governing the environment as in effect on the date of this 
Agreement together with their implementing regulations and guidelines as 
of the date of this Agreement, and all state, regional, county, 
municipal and other local laws, regulations and ordinances that are 
equivalent or similar to the federal laws recited above or that purport 
to regulate Hazardous Materials in effect as of the date of this 
Agreement.  "Hazardous Materials" means any substance which is (i) 
designated, defined, classified or regulated as a hazardous substance, 
hazardous material, hazardous waste, pollutant or contaminant under any 
Environmental Law, as currently in effect as of the date of this 
Agreement (ii) petroleum hydrocarbon, including crude oil or any 
fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) 
friable asbestos, (vi) flammable explosives, (vii) infectious materials 
or (viii) radioactive materials.

        (h)  Seller has not entered into any other contracts for the 
sale of the Property, nor are there any rights of first refusal or 
options to purchase the Property or any other rights of others to 
acquire the Property that might prevent the consummation of this 
Contract.

        (i)  No brokerage or leasing commissions or other compensation 
is or will be due or payable to any person, firm, corporation or other 
entity with respect to or on account of any of the Leases or any 
extensions or renewals thereof, except for Leases executed after the 
Effective Date as provided in Section 5.2(c)(iii) hereof and except as 
provided in Section 5.6 hereof.

        (j)  Seller has no current actual knowledge of any material 
misstatement in the statements of income and expenses for the Property, 
attached hereto as Exhibit L, to the extent such statements relate to 
the period of Seller's ownership of the Property.

        (k)  Tax and Real Estate Investment Trust Matters.

             (i)  None of the Leases provides for the payment of rents 
which is based on the income or profits of any person or entity, except 
to the extent of amounts computed by reference to a fixed percentage or 
percentages of a tenant's receipts or sales (within the meaning of 
Internal Revenue Code Section 856(d)(2)(A) (the Internal Revenue Code is 
referred to herein as the "Code").

             (ii) The services and activities performed by the landlord 
with respect to the Project are services which are customarily performed 
by lessors in connection with the rental of real property similar to the 
Project in the geographic area in which the Project is located.  The 
services and activities performed are necessary for the operation of the 
Project and are not performed primarily for the convenience of tenants.

             (iii) The landlord of the Project does not lease any 
substantial personal property to the tenants at the Project other than 
personal property which has been installed upon the Project and has 
become a part of the real property.

             (iv) Except as provided on Exhibit M attached hereto, to 
the extent the Project provides parking lots for tenants and their 
employees and customers, the parking lots are offered on an unreserved, 
complimentary basis, other than with respect to spaces required to be 
reserved for handicapped persons under law.  The landlord of the Project 
does not provide parking attendants, reserved parking or other services 
in connection with the parking areas.]

             (v) The landlord of the Project does not provide any 
utility services to tenants at the Project other than usual and 
customary utility services, such as electricity, gas, water and sewer 
service.  In some instances, utility services are separately metered and 
paid by the tenants.  In other cases, the landlord master meters 
electric and water services, in which case the cost of the utility 
service is allocated among the tenants on a prorata basis on the basis 
of usage or area.  The billing mechanism for any master metering 
arrangement with respect to Project is usual and customary for the 
geographic area in which the Project is located.

             (vi) Neither the Land nor any of the Improvements is "held 
for sale" within the meaning of the Code.

Seller shall deliver a certificate at Closing as to the correctness of 
the representations and warranties set forth above as of the Closing 
Date and if any such representation shall not then be correct, of any 
exceptions thereto.  

Notwithstanding anything contained in this Agreement to the contrary, 
all of the representations, warranties and certifications (the 
"Representations") which are made by Seller and set forth herein or in 
any of the documents or instruments required to be delivered by Seller 
hereunder, shall be subject to the following conditions and limitations: 
(i) there shall be no liability on the part of Seller for breaches of 
Representations of which Buyer had current actual knowledge at Closing 
and (ii) in the event that prior to the time of Closing, during the 
course of Buyer's inspections, studies, tests and investigations or 
through other sources, Buyer gains current actual knowledge of a fact or 
circumstance which, by its nature, indicates that a Representation was 
or has become untrue or inaccurate, and such fact or circumstance was 
not intentionally withheld from Buyer by Seller with the intent to 
defraud Buyer, then Buyer shall not have the right to bring any lawsuit 
or other legal action against Seller, nor pursue any other remedies 
against Seller, as a result of the breach of the Representation caused 
thereby, but Buyer's sole right shall be to terminate this Agreement in 
which event the Earnest Money Deposit shall be returned to Buyer.

5.2     Covenants and Agreements of Seller.  Seller covenants and agrees 
with Buyer as follows:

        (a)  Within ten (10) days after the Effective Date, Seller shall 
deliver to Buyer (or, with respect to items (v), (vi) and (x) below, 
permit inspection in the offices of the Property Manager), copies (or 
where specifically indicated, original counterparts) of the following:

             (i)  All existing Leases;

             (ii)  All service, maintenance, management, and other 
contracts relating to the ownership and operation of the Property;

             (iii)  All building permits and certificates of occupancy 
or of substantial completion issued with respect to the construction and 
ownership of the Project that, to Seller's current actual knowledge, are 
in Seller's or the Property Manager's possession;

             (iv)  All available real estate and personal property tax 
statements for real estate and personal property taxes due and payable 
in the year of Closing with respect to the Project and, if received by 
Seller, the valuation notice issued with respect to the Project for the 
year of Closing, that, to Seller's current actual knowledge, are in 
Seller's or the Property Manager's possession;

             (v)  All operating budgets, operating statements and 
property reports that, to Sellers' actual knowledge are in Seller's or 
the Property Manager's possession;

             (vi)  The plans and specifications with respect to the 
Project that, to Seller's current actual knowledge, are in Seller's or 
the Property Manager's possession, to be furnished with no 
representation, warranty, or recourse whatsoever;

             (vii)  The Rent Roll, current through the first day of the 
month preceding the month in which the Effective Date falls; 

             (viii)  To the extent in Seller's or the Property Manager's 
possession, all environmental reports pertaining to the Property; and

             (ix)  All other books and financial records with respect to 
the Property that, to Seller's current actual knowledge, are in Seller's 
or Property Manager's possession (other than Seller's projections and 
other financial information prepared by Seller in connection with its 
purchase of the Property, internal financial or performance reviews, the 
closing documents relating to such purchase, Seller's partnership 
agreement and other partnership financial and tax records).

Seller represents and warrants to Buyer that the information described 
in this Section 5.2:

        (a) constitutes all of the books and financial records in 
Seller's possession (or in the possession of its Property Manager) with 
respect to the Property (other than Seller's projections and other 
financial information prepared by Seller in connection with its purchase 
of the Property, internal financial or performance reviews, the closing 
documents relating to such purchase, Seller's partnership agreement or 
other partnership financial and tax records).  In the event that Buyer 
terminates the Contract for any reason, Buyer shall immediately return 
to Seller all of the information concerning the Property supplied by 
Seller or Property Manager.

        (b) Within thirty (30) days after the Effective Date, Seller 
shall use reasonable efforts to obtain and deliver to Buyer estoppel 
certificates from the Tenants of the Property, in the form of Exhibit 
"J" attached to this Contract.  If Seller is unable to obtain an 
estoppel certificate for each tenant substantially in the form of 
Exhibit "J", Seller shall deliver to Buyer an estoppel certificate 
executed by Seller as to such Tenant in the form of Exhibit "K", as 
modified to make the statements therein true and correct.

        (c) From the date hereof until the Closing Date or the earlier 
termination of this Contract, Seller shall:

             (i) Operate, insure at current insured amounts, maintain 
and lease the Project in the ordinary course of Seller's business and 
use reasonable efforts to reasonably preserve for Buyer the relationship 
of Seller and Seller's suppliers, Tenants, and others having ongoing 
business relations with Seller relating to the Project; and

             (ii) Advise Buyer of any litigation, arbitration, or 
administrative hearing before any governmental agency concerning of 
affecting the Property in any manner that is instituted or threatened in 
writing after the Effective Date and of which Seller has current actual 
knowledge; and

             (iii) Not, without Buyer's prior written consent (which 
consent may be withheld in Buyer's sole discretion), enter into any 
leases, contracts or other commitments that will survive Closing other 
than service contracts that are terminable on thirty (30) days or less 
notice.  With respect to any lease or any renewal, extension or 
amendment of any lease for any portion of the Property which is approved 
by Buyer and which is entered into after the Effective Date, Buyer shall 
pay (or reimburse Seller at Closing) for the cost of all tenant 
improvements and leasing commissions required by the terms thereof.

        Any consent or approval requested by Seller pursuant to this 
Section 5.2(c)(iii) shall be deemed granted if Buyer does not object 
within five (5) Business Days after Buyer's receipt of Seller's written 
request.

5.3     Survival Beyond Closing.  Except to the extent that Buyer has 
current actual knowledge of any breach at or prior to Closing (which 
Buyer, by closing the purchase contemplated hereby, shall be deemed to 
have waived), the representations, warranties, and covenants of Seller 
contained in this Contract shall survive the Closing.  In the event of 
any such breach or misrepresentation discovered by Buyer after Closing, 
Buyer may bring an action against Seller for Buyer's actual damages 
resulting from such breach, but not for any incidental or consequential 
damages, provided, however, that any action with regard to an alleged 
breach of any such representation, warranty or covenant of Seller must 
be brought within two (2) years after Closing.

5.4     Current Actual Knowledge; Authority.  The term "Buyer's current 
actual knowledge," as used in the Contract, means matters of which John 
Gattuso is presently aware at the relevant time by virtue of Buyer's 
inspections and due diligence with respect to the Property, but without 
being required to undertake any further investigation or inquiry 
whatsoever.  The term "Seller's current actual knowledge," as used in 
this Contract, means matters of which Seller, Stewart R. Stender or 
Robert C. Lux is presently aware at the relevant time, by virtue of 
Seller's ownership of the Property, without undertaking any further 
investigation or inquiry whatsoever, but does not include matters of 
which any other person or entity (including, but not limited to, the 
Property Manager or any prior manager of the Property) other than 
Seller, Stewart R. Stender or Robert C. Lux is or may be aware but 
Seller acknowledges that it has made good faith inquiry of the Property 
Manager with regard to the correctness of the representations and 
warranties set forth in Section 5.1. and the delivery of the documents 
referenced in Section 5.2(a).  No brokers, agents or other third parties 
(including, but not limited to, the Property Manager or any prior 
manager of the Property) are authorized by make any representations and 
warranties binding on Seller.  In particular, but without limitation, 
except as is expressly represented or warranted in Section 5.2(a) 
hereof, Seller hereby disclaims, and makes no representation or 
warranty, as to the accuracy of the contents or the completeness of any 
item delivered by either Seller or the Property Manager of the Project 
to Buyer or made available for inspection or review by Buyer.

5.5     "AS-IS" Sale.  Seller has advised Buyer that Seller has retained 
an independent contractor to manage the Project and that Seller recently 
acquired the Project.  Accordingly, Seller's current personnel have 
limited personal knowledge regarding the construction of the Project, 
the operation of the Project, and other matters that an owner of 
property similar to the Project might ordinarily have.  A material 
consideration in negotiating the Purchase Price is Buyer's agreement 
that Buyer shall rely solely on its own investigation in consummating 
this transaction, except as expressly stated to the contrary in this 
Contract and that SELLER HAS MADE NO EXPRESSED OR IMPLIED 
REPRESENTATIONS OR WARRANTIES RESPECTING THE SUBJECT MATTER OF THIS 
TRANSACTION, EXCEPT AS EXPRESSLY STATED TO THE CONTRARY IN THIS 
CONTRACT.  (See Section 11.6)

5.6     Due Diligence Disclosure.  Seller has disclosed to Buyer and 
Buyer acknowledges and agrees that the Purchase Price is based upon the 
following disclosure relating to the Property:

        (a) Seller will cause the roof of the Science Center building 
(9401-9443 Science Center Drive) to be replaced by April 30, 1997, at 
Seller's sole cost and expense.  Other than to replace such roof by such 
date, Seller shall have no obligations with respect to the roof of the 
Science Center Building after the Closing Date.

        (b) Seller shall complete the repaving of the parking lot of the 
Valley Oak Building by no later than June 15, 1997, at Seller's sole 
cost and expense.  Other than to complete the repaving of the parking 
lot by such date, Seller shall have no obligations with respect to the 
parking lot of the Valley Oak Building after the Closing Date.

        (c) Seller has given Buyer notice of an expansion joint issue in 
the Science Center Project, costing approximately $20,000 to repair.  
Seller shall have no obligations with respect to the expansion joint of 
the Science Center Project after the Closing Date.

        (d) Seller shall pay (or credit Buyer for) a $10,000 commission 
payable with respect to the Sox Appeal Lease (6321-6315 Bury Drive 
Building) in December, 1997 and a $13,678 commission payable with 
respect to the Mamac Lease in February, 1997 7400 Flying Cloud Drive 
Building).

        (e) Seller will transfer to Buyer an escrow with the Title 
Company executed with respect to certain title defects with respect to 
the 7660-7716 Golden Triangle Drive and 7115-7173 Shady Oak Drive 
Buildings.

        (f) In connection with the building of the age and use of the 
Improvements, there may be minor defects discovered by Buyer during the 
Inspection Period which shall not permit Buyer to renegotiate the 
Purchase Price.

        (g) Seller has certain obligations under the Cipirco Lease to 
provide additional leasable areas to such Tenant and to provide 
additional tenant improvements, which obligations will be assumed by 
Buyer.




ARTICLE VI

REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF BUYER

6.1     Representations and Warranties of Buyer.Buyer represents, 
warrants, covenants, and agrees with Seller as of the Effective Date and 
as of the Closing Date, except where specific reference is made to 
another date or dates that:

        (a)  Buyer has the full right, power, and authority to purchase 
the Property from Seller as provided in this Contract and to carry out 
Buyer's obligations under this Contract, and all requisite action 
necessary to authorize Buyer to enter into this Contract and to carry 
out Buyer's obligations hereunder has been taken;

        (b)  Buyer shall rely solely on its own investigation in 
consummating this transaction and, except for express representations 
and warranties of Seller contained herein or as expressly stated herein 
to the contrary, Buyer has not relied on any representation, warranty or 
assurance, expressed or implied;

        (c)  Buyer shall promptly advise Seller in writing if Buyer's 
investigation of the Property reveals the presence of hazardous wastes 
or other environmental contamination (including asbestos), or facts that 
would cause a reasonable person to investigate further the possibility 
of such contamination.

        (d)  Within seven (7) days after the date hereof, Buyer and the 
Trust will deliver to Seller copies of Buyer's and the Trust's Annual 
Report on Form 10-K for the year ended December 31, 1995, Quarterly 
Reports on Form 10-Q for the fiscal quarters ended March 31, 1996 and 
June 30, 1996, as amended, and September 30, 1996, each as filed with 
the Securities and Exchange Commission (the "SEC") (collectively, the 
"Securities Filings").  As of their respective filing dates with the 
SEC, the Securities Filings complied as to form in all material respects 
with the applicable requirements of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), and the respective rules and 
regulations promulgated thereunder, and did not contain any untrue 
statement of material fact or omit to state a material fact required to 
be stated therein or necessary to make the statements therein, in light 
of the circumstances under which they were made, not misleading.  No 
event has occurred since the filing of Buyer's and the Trust's Quarterly 
Report on Form 10-Q for the fiscal quarter ended September 30, 1996 
which is required to be disclosed in a report filed either by Buyer or 
the Trust pursuant to Section 13(a) or 15(d) of the Exchange Act which 
has not been so disclosed.

        (e)  The Partnership Interests to be issued to Seller will be, 
when issued, duly authorized, validly issued, fully paid and non-
assessable.  The Shares to be issued upon exchange of the Partnership 
Interests will be, when issued, duly authorized, validly issued, fully 
paid and non-assessable, and no liability shall attach to Seller related 
thereto.
 



ARTICLE VII

CONDITIONS PRECEDENT TO BUYER'S AND SELLER'S PERFORMANCE

7.1     Performance of Buyer's Obligations.  Seller is not obligated to 
perform under this Contract unless:

        (a)  Buyer has performed all obligations and agreements 
performable by Buyer on or before Closing; 

        (b)  Buyer is simultaneously closing on the 330 Contract and the 
SOBC Contract; and

        (c)  all representations and warranties of Buyer are true and 
correct in all material respects as of the Closing Date.

7.2     Performance of Seller's Obligations.  Buyer is not obligated to 
perform under this Contract unless:

        (a)  Seller has performed all obligations and agreements 
performable by Seller on or before Closing; 

        (b)  all representations and warranties of Seller are true and 
correct in all material respects as of the Closing Date; 

        (c)  as of the Closing, there have been no material adverse 
changes in the physical condition of the Project from the condition 
thereof as of the end of the Inspection Period; and

        (d)  no material default, vacation, termination, bankruptcy or 
other adverse material change in status has occurred with respect to any 
Tenant or Tenants representing an aggregate of more than 5% of the total 
net operating income with respect to the Property, as shown on the Rent 
Roll for the Property.

7.3     Approval of Seller's Lender.  Seller's performance hereunder is 
subject to receipt of Seller's lender's approval of the execution and 
performance of this Contract by not later than January 31, 1997.  If for 
any reason such approval has not been obtained by Seller by such date, 
Seller shall have the right to terminate this Agreement by notice to 
Buyer on or before January 31, 1997; provided, however, if Seller is 
unable to secure such approval on or before January 31, 1997, Buyer may, 
at Buyer's option, by notice to Seller, extend said deadline to the end 
of the Inspection Period.  If Seller terminates this Contract by reason 
of this Section 7.3, the Earnest Money shall be promptly refunded to 
Buyer and Buyer and Seller shall have no further obligations, one to the 
other, with respect to the subject matter of this Contract (except under 
Section 4.7).




ARTICLE VIII

CLOSING

8.1     Date and Place of Closing.  The Closing shall take place in the 
offices of the Title Company in Minneapolis, Minnesota.  The Closing Date 
shall be March 20, 1997, unless an earlier date is agreed on in writing 
by Seller and Buyer.  

8.2     Items to be Delivered at the Closing.   

        (a)  Seller.  At the Closing, Seller shall deliver or cause to be 
delivered to Buyer or the Title Company, the following items:

             (i)  the Title Policy, in the form specified by Section 4.5, 
with the cost thereof to be paid as provided in Section 4.5;

             (ii)  a Special Warranty Deed, duly executed and 
acknowledged by Seller, in substantially the form attached as Exhibit 
"B", subject to the Permitted Exceptions;

             (iii)  the original Leases or, if original Leases are not in 
Seller's possession, copies thereof certified by Seller to be true and 
correct copies of original Lease;

             (iv)  duplicate originals of the Assignment and Assumption 
of Leases of substantially the form attached as Exhibit "C", duly 
executed and acknowledged by Seller;

             (v)  a Bill of Sale and Assignment and Assumption of 
Contracts, Bonds, Warranties and Guaranties in substantially the forms 
attached as Exhibits "D" and "F", respectively, fully executed and 
acknowledged by Seller;

             (vi)  a Non-Foreign Certification, in substantially the form 
attached as Exhibit "G", in compliance with Section 1445 of the Internal 
Revenue Code of 1986, as amended, and regulations promulgated thereunder, 
stating under penalty of perjury the Seller's United States 
identification number and that Seller is not a "foreign person" as 
defined in Section 1445, duly executed and acknowledged by Seller; 
provided, however that if Seller fails to deliver this affidavit, Buyer 
may withhold from the Purchase Price and pay to the Internal Revenue 
Service the amounts required by Section 1445, and regulations promulgated 
thereunder;

             (vii)  keys to all locks located in the Project that are in 
Seller's possession;

             (viii)  the Rent Roll, substantially in the form attached 
hereto as Exhibit "E", certified by Seller to its current actual 
knowledge through the Closing Date;

             (ix)  a Tenant Notice Letter in substantially the form 
attached as Exhibit "H" (the "Tenant Notice Letters") for each of the 
Tenants, duly executed by Seller;

             (x)  originals (or, if originals are not in Seller's 
possession, copies certified by Seller to be true and correct copies 
thereof) of all service contracts, plans, warranties, guaranties, and 
other contracts and agreements relating to the ownership and operation of 
the Project that, to its current actual knowledge, are in Seller's 
possession, but Seller shall not be obligated to deliver copies of the 
purchase agreement or closing documents relating to the purchase of the 
Property by Seller;

             (xi)  appropriate evidence of authorization, satisfactory to 
Buyer and the Title Company, in their reasonable discretion, for (A) the 
sale of the Property in accordance with this Contract, (B) the execution 
and delivery of this Contract on behalf of Seller, and (C) the 
consummation of the transactions contemplated by this Contract on behalf 
of Seller; 

             (xii)  a standard form seller's affidavit in form acceptable 
to the Title Company; 

             (xiii)  The Proxy Agreement, Investment Letter and 
Registration Rights Agreement substantially in the forms agreed upon 
pursuant to Section 3.5 and executed by Seller and Robert C. Lux, Stewart 
R. Stender and NWBC Associates, Inc.; 

             (xiv)  Seller's written agreement to indemnify and hold 
Buyer harmless of and from all liabilities, losses, damages, costs, 
expenses (including reasonable attorney's fees) that Buyer suffers or 
incurs by reason of any act or cause of action occurring or accruing 
prior to Closing Date and arising out of any act or failure to act of 
Seller's agents, representatives and employees relating to this Contract 
or to the Project.

             (xv)  other items reasonably requested by the Title Company 
as administrative requirements for consummating the Closing.

        (b)  Buyer.At the Closing, Buyer shall deliver to Seller or the 
Title Company:

             (i)  the cash sum required by Section 3.3;

             (ii)  duplicate originals of the Assignment and Assumption 
of Leases, duly executed and acknowledged by Buyer;

             (iii)  duplicate originals of the Assignment and Assumption 
of Contracts, Bond, Warranties and Guaranties, duly executed by Buyer;

             (iv)  the Tenant Notice Letters, duly executed by Buyer;

             (v)  appropriate evidence of authorization, satisfactory to 
Seller and the Title Company, in their reasonable discretion, for (A) the 
purchase of the Property in accordance with this Contract, (B) the 
execution and delivery of this Contract on behalf of Buyer, and (C) the 
consummation of the transactions contemplated by this Contract on behalf 
of Buyer;

             (vi)  other items reasonably requested by the Title Company 
as administrative requirements for consummating the Closing; 

             (vii)  The Registration Rights Agreement substantially in 
the form agreed upon pursuant to Section 3.5 and executed by the Trust, 
and the Partnership Amendment substantially in the form agreed upon 
pursuant to Section 3.5 and executed by or on behalf of the Trust and the 
limited partners of Buyer;

             (viii)  Assumption of the Lender Loan Documents; and
 
             (ix)  Buyer's written agreement to indemnify and hold Seller 
harmless of and from all liabilities, losses, damages, costs, expenses 
(including reasonable attorney's fees) that Seller suffers or incurs by 
reason of any act or cause of action occurring or accruing on or after 
the Closing Date and arising out of any act or failure to act of Buyer's 
agents, representatives and employees relating to this Contract or to the 
Project.

8.3     Adjustments at Closing.  The following items shall be adjusted or 
prorated between Seller and Buyer with respect to the Property:

        (a)  Ad valorem taxes and installments of special assessments 
(collectively, "Taxes") relating to the Property due and payable in the 
calendar year of Closing shall be prorated between Seller and Buyer as of 
Closing Date, with the Seller being responsible for the number of days in 
such calendar year of the Seller's ownership and Buyer being responsible 
for the number of days in such calendar year of the Buyer's ownership.

             If the actual amount of Taxes due and payable in the 
calendar year of Closing is not known or cannot be calculated based on 
tax rates and assessed values as of the Closing Date, the proration shall 
be based on the amount of Taxes due and payable with respect to the 
Property in the calendar year preceding the calendar year of Closing.  If 
the amount of actual Taxes due and payable in the calendar year in which 
the Closing takes place more or are less than the amount used to prorate 
for Taxes as of the Closing Date, then an adjustment for actual Taxes due 
shall be made after Closing with fifteen days after receipt of the 
property tax statements by Buyer.  Any amounts now or hereafter received 
by Buyer (net of costs and expenses incurred in connection with such 
protest) or Seller by reason of tax protests for real estate taxes due 
and payable with respect to periods prior to the Closing Date shall be 
the property of Seller, subject only to the rights of Tenants therein.

        (b)  Subject to the provisions of subsection (f) below, rents 
(including Tenants' contributions for operating costs and taxes) actually 
paid to and received by Seller in collected funds before Closing with 
respect to the Project for the month in which Closing occurs shall be 
prorated as of Closing, with Seller to be charged and Buyer to be 
credited with their respective portions.  Rents payable with respect to 
the Project for the month in which Closing occurs which have not been 
paid to and received by Seller in collected funds before Closing shall be 
prorated as of Closing, but with no cash credit or debit provided at 
Closing.  Nothing in this subparagraph shall prohibit, limit, or restrict 
Seller from collecting or attempting to collect directly from any Tenant 
after Closing in any lawful manner, but excluding Seller's bringing a 
unlawful detainer action against a Tenant in connection with Seller's 
collection efforts, any rents delinquent at the time of Closing.  Rents 
received after Closing shall be applied first to current rents and rents 
that become delinquent after Closing and then to rents that are 
delinquent as of the Closing (with Seller's portion to be promptly paid 
by Buyer to Seller). 

        (c)  Seller shall pay over to Buyer and shall deliver to Buyer an 
accounting for the following: unforfeited deposits paid to Seller (but 
not Seller's predecessor) by Tenants, including all rental, security, 
utility, key, damage, and other deposits; prepaid rents paid to Seller by 
the Tenants for periods subsequent to the Closing Date; and any other 
money held by Seller for the account of the Tenants.

        (d)  All insurance policies and property management and leasing 
agreements shall be terminated as of the Closing and there shall be no 
prorations as to these items.

        (e)  All other income and ordinary operating expenses of the 
Property (other than for public utilities, for which each party shall 
deal directly with the service provider), including maintenance, 
management, and other service charges, and all other normal operating 
charges with respect to the Project shall be prorated effective at 
Closing based on reasonable estimates of such operating expenses, and 
appropriate cash adjustments shall be made by Buyer and Seller at 
Closing.

        (f)  With respect to amounts paid or payable by Tenants under the 
Leases pursuant to provisions relating to escalations or pass-throughs of 
operating expenses and real estate taxes ("Additional Rents"), Seller 
shall provide to Buyer at closing a certified statement itemizing by 
Tenant the amount of Additional Rents collected from such Tenant and a 
computation of the actual Additional Rents due from such Tenant for the 
period from January 1, 1997 (or, if such Tenant pays Additional Rents on 
other than a calendar year basis, from the commencement of the fiscal 
year on which such Tenant pays Additional Rents) through the last day of 
the month prior to the month in which Closing occurs (the "Additional 
Rent Statement").  Promptly after Closing, but in no event more than 
thirty (30) days after Closing, Seller shall provide a final certified 
Additional Rent Statement updating the statement previously provided 
through the date of Closing.  At the time each such Additional Rent 
Statement is provided, Seller shall also provide to Buyer the supporting 
data upon which such Additional Rent Statement is based.  As soon as 
practical after Closing, Seller shall attempt to reconcile with the 
Tenants for the period prior to Closing.

             If the final Additional Rent Statement shows that Seller has 
over collected the Additional Rents due from the Tenants under the Leases 
in force (including month to month and other holdover or extension 
arrangements with such Tenants) at the Closing, Seller shall pay to Buyer 
the amount of such over collected Additional Rents at the time the final 
Additional Rent Statement is provided to Buyer.  If the final Additional 
Rent Statement shows that Seller has under collected the Additional Rents 
due from the Tenants under the Leases in force at the Closing, Buyer 
shall make appropriate adjustments to the monthly amounts payable by such 
Tenants and shall invoice such under collected amounts to such Tenants as 
part of Buyer's year end billing to reconcile estimated Additional Rents 
to actual amounts received from each such Tenant.  Buyer shall pay to 
Seller such uncollected amounts as, if and when received by Buyer.  Buyer 
shall use reasonable efforts to collect such amounts due and shall be 
entitled to recover the cost of collections incurred in connection with 
such efforts (apportioned proportionately between the amounts due to 
Seller and to Buyer) other than Buyer's administrative and overhead costs 
in billing and collection in connection with normal operations at the 
Property.  The foregoing notwithstanding, Buyer shall have no liability 
to Seller for any uncollected amounts and shall not be required to 
commence any legal action to collect any such amounts.

             Notwithstanding Seller's provision to Buyer of the final 
certified Additional Rent Statement and the payment if any, of over 
collected amounts at the time of the provision of such statement, Seller 
shall remain obligated to refund to any Tenant any additional amounts 
finally determined to have been overcollected from such Tenant with 
respect to the period prior to Closing by an independent arbitral or 
judicial authority.

             With respect to Additional Rents due to Seller from Tenants 
not in occupancy as of the date of Closing, Seller shall retain all 
rights relating thereto and all amounts collected by Seller relating 
thereto shall be retained by Seller.

             As between Seller and Buyer, Additional Rents shall be 
allocated and apportioned over the period with regard to which operating 
expenses or real estate taxes are incurred, notwithstanding the date on 
which such Additional Rents become payable.

             The provisions of this subsection (f) shall survive Closing.

        (g)  Buyer shall be entitled to a credit against the Purchase 
Price as provided in Sections 4.4 and 5.2(d) hereof.

8.4     Possession and Closing.  Possession of the Property shall be 
delivered to Buyer by Seller at the Closing, subject to the rights of the 
Tenants.  Buyer shall make its own arrangements for the provision of 
public utilities to the Project and Seller shall terminate its contracts 
with such utility companies that provide services to the Project.

8.5     Costs of Closing.  Each party is responsible for paying the legal 
fees of its counsel in negotiating, preparing, and closing the 
transaction contemplated by this Contract.  Seller shall be responsible 
for paying the state deed tax (if any) due upon recording of the Special 
Warranty Deed and Buyer shall be responsible for paying the recording 
fees for such deed.  Any other expense not specifically allocated herein 
shall be allocated between the parties in the customary manner for 
closings of real property similar to the Property in the geographic area 
in which the Property is located.




ARTICLE IX

DEFAULTS AND REMEDIES

9.1     Seller's Defaults; Buyer's Remedies.  In addition to Buyer's 
remedy for the breaches described in Section 5.3 hereof, if Seller is in 
default hereunder after expiration of any applicable cure period provided 
herein, Buyer may, at Buyer's sole option, do any of the following, as 
Buyer's sole and exclusive remedies:

        (a)  Terminate this Contract by giving written notice to Seller 
on or before the Closing Date, in which event the Earnest Money Deposit 
shall be returned to Buyer; or

        (b)  If the default is Seller's failure to cure Objections, cure 
the Objections not cured by Seller at Closing (thereby waiving any 
further recourse against Seller by reason thereof) and reduce the 
Purchase Price only to the extent of up to the first $100,000 (in the 
aggregate) of the cost of curing any Material Objections and the full 
amount of the cost of discharging any Lien, to the extent paid by Buyer 
and not by Seller pursuant to Section 4.4 hereof, and proceed to 
consummate this transaction in accordance with this Contract, or

        (c)  Enforce specific performance of this Contract.

9.2     Buyer's Default; Seller's Remedies.  If Buyer is in default under 
this Contract or under the SOBC Contract or the 330 Contract, and such 
default continues for ten (10) days after written notice thereof from 
Seller to Buyer, Seller may, as Seller's sole and exclusive remedy, 
terminate this Contract and receive the Earnest Money Deposit from the 
Title Company.

9.3     Payment of Earnest Money Deposit.  Upon the termination of this 
Contract by reason of a default by Buyer hereunder and expiration of any 
applicable cure period provided herein, the Earnest Money Deposit shall 
forthwith be tendered by the Title Company to Seller.  If the Earnest 
Money Deposit may be properly delivered to Seller under this Section 9.3, 
then Buyer shall, promptly on written request from Seller, execute and 
deliver any documents necessary to cause the Title Company to deliver the 
Earnest Money Deposit to Seller.

9.4     Waiver of Claims.  As a further material inducement to Seller to 
enter into this Contract and the transactions contemplated herein, Buyer 
represents and warrants to Seller that Buyer is acquiring the Property 
for commercial or business use, has knowledge and experience in financial 
and business matters that enable Buyer to evaluate the merits and risks 
of the transaction herein contemplated, has bargained for and obtained a 
Purchase Price and other terms under this Contract which make the 
acceptance of a contract which substantially limits its recourse against 
the Seller acceptable and has been and will continue to be represented by 
counsel in connection with the transactions contemplated herein.

9.5     Statutory Cancellation.  The parties agree that if Seller 
commences a statutory cancellation of this Agreement by reason of Buyer's 
default, the Buyer's cure period shall be limited to thirty (30) days.



ARTICLE X

BROKERAGE COMMISSIONS

10.1     Amount.  Seller shall pay a real estate brokerage commission to 
Tom Holtz of CB Commercial (the "Seller's Broker") in the amount of 
$200,000 for Broker's services in connection with this transaction, if, 
as and when Closing occurs and Seller conveys the Property to Buyer.

        Seller's obligation to pay such commission is totally contingent 
upon the consummation of the Closing and the payment to Seller of the 
Purchase Price and shall not be payable if Closing and such payment shall 
not occur for any reason, including Seller's default.  Seller's Broker 
may divide its commission with other licensed real estate brokers, 
agents, or salespersons, but Seller's only obligation to pay a commission 
with respect to the Property, regardless of the nature or extent of 
Seller's contact with any other broker or salesman is to Seller's Broker 
pursuant to this Contract.  Notwithstanding the foregoing, Seller may, at 
its option, require the Buyer to pay the Seller's Broker in which event 
the Purchase Price shall be reduced by the amount of such payment.  Buyer 
shall be responsible to pay the commission or fee due to Tim Leary & 
David Ryder of CB Commercial ("Buyer's Broker") in connection with this 
Contract Buyer's Broker shall have no right to share in the commission 
payable by Seller to Seller's Broker.  Buyer's obligation to pay such 
commission is totally contingent upon the consummation of the Closing and 
the payment to Seller of the Purchase Price and shall not be payable if 
Closing and such payment shall not occur for any reason, including 
Buyer's default.

10.2     Indemnity.  Seller represents and warrants to Buyer that Seller 
has not contacted or entered into any agreement with any real estate 
broker, agent, finder, or any other party in connection with this 
transaction, other than as identified in Section 10.1 and that Seller has 
not taken any action that would result in any real estate broker's, 
finder's, or other fees or commissions being due to any other party with 
respect to this transaction.  Seller acknowledges and agrees that Buyer 
shall have no obligation to pay any commission by reason of the purchase 
and sale contemplated hereby to Seller's Broker and that any commission 
payable to any such persons or entities by reason of the purchase and 
sale contemplated hereby shall be paid by Seller; such agreement shall 
not create any obligation by Seller to such person or entity absent a 
written agreement with Seller to such effect.  Buyer represents and 
warrants to Seller that Buyer has not contacted or entered into any 
agreement with any real estate broker, agent, finder, or other party in 
connection with this transaction, other than as identified in Section 
10.1 and that Buyer has not taken any action that would result in any 
real estate broker's, finder's, or other fees or commissions being due to 
any other party with respect to this transaction.  Buyer acknowledges and 
agrees that Seller shall have no obligation to pay any commission by 
reason of the purchase and sale anticipated hereby to Buyer's Broker.  
Each party hereby indemnifies and agrees to hold the other party harmless 
from any loss, liability, damage, cost, or expense (including, but not 
limited to, reasonable attorney's fees) resulting to the other party from 
a breach of the representation and warranty made by such party herein.  
The indemnities set forth in this Section 10.2 shall survive the Closing.

    



ARTICLE XI

MISCELLANEOUS

11.1     Notices.  All notices, demands, requests, and other 
communications given with respect to the subject matter of this Contract 
shall be in writing, and shall be deemed to be delivered (a) on receipt 
if delivered by hand delivery, (b) on receipt if faxed to the number 
provided below (provided that a copy of such fax is also sent by U.S. 
mail or by a recognized overnight courier service), or (c) when delivered 
to a recognized overnight courier service, or whether actually received 
or not, if addressed as provided below: 

If to Seller:         c/o Apex Asset Management Corporation
                      600 South Highway 169, Suite 1970
                      Minneapolis MN 55426
                      Attn:  Stewart R. Stender
                      Fax No: 612-545-1510

Copies to:            Fabyanske, Svoboda, Westra & Hart
                      1100 Kinnard Financial Center
                      920 Second Avenue South
                      Minneapolis MN 55402
                      Attn:  Mark W. Westra
                      Fax No: 612-338-3857

If to Buyer:          Liberty Property Limited Partnership
                      65 Valley Stream Parkway
                      Great Valley Corporate Center
                      Malvern, PA 19355
                      Fax No: 610-644-4129
                      Phone No: 610-648-1754

With a copy to:       Liberty Property Limited Partnership
                      65 Valley Stream Parkway
                      Great Valley Corporate Center
                      Malvern, PA 19355
                      Attention:  Anne Sheppard
                      Fax No: 610-644-4129
                      Phone No: 610-648-1700


Copies to:            Dorsey & Whitney
                      220 South Sixth Street
                      Suite 2200
                      Minneapolis MN 55402
                      Attention:  Jeff Benson
                      Phone No: 612-340-2600
                      Fax No: 612-340-7800

11.2     Governing Law.  This Contract is being executed and delivered, 
and is intended to be performed, in the State of Minnesota, and the laws 
of Minnesota shall govern the validity, construction, enforcement, and 
interpretation of this Contract, unless otherwise specified herein.  This 
Contract is performable in, and the exclusive venue for any action 
brought with respect hereto shall lie in, Hennepin County, Minnesota.

11.3     Entirety and Amendments.  This Contract embodies the entire 
agreement between the parties and supersedes all prior agreements and 
understandings, if any, relating to the Property, including any letter of 
intent executed relating to the Property, and may be amended or 
supplemented only by an instrument in writing executed by the party 
against whom enforcement is sought.

11.4     Parties Bound.  This Contract is binding on and inures to the 
benefit of Seller and Buyer, and their respective heirs, executors, 
administrators, successors, and assigns.

11.5     Further Acts.  In addition to the acts and deeds recited in this 
Contract and contemplated to be performed, executed, and/or delivered 
under this Contract, Seller and Buyer agree to perform, execute, and/or 
deliver or cause to be performed, executed, and/or delivered at the 
Closing of after the Closing all further acts, deeds, and assurances 
reasonably necessary to consummate the transactions contemplated hereby.

11.6     Condition of the Property.  EXCEPT FOR ANY REPRESENTATIONS AND 
WARRANTIES OF SELLER PROVIDED HEREIN, BUYER ACKNOWLEDGES AND AGREES THAT 
THE PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO BUYER "AS IS, WHERE IS, 
AND WITH ALL FAULTS", AND THAT, EXCEPT FOR ANY EXPRESS REPRESENTATIONS 
AND WARRANTIES OF SELLER PROVIDED HEREIN, SELLER DOES NOT WARRANT OR MAKE 
ANY REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY, 
QUANTITY, QUALITY, CONDITION, SUITABILITY OR FITNESS FOR ANY PURPOSE 
WHATSOEVER OF THE PROPERTY AND HAS NO OBLIGATION WHATSOEVER TO UNDERTAKE 
ANY REPAIRS, ALTERATIONS, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY 
PORTION OF THE PROPERTY.  

BUYER AGREES THAT IN THE EVENT OF ANY SUCH CONSTRUCTION DEFECTS, ERRORS, 
OMISSIONS OR ON ACCOUNT OF ANY OTHER CONDITIONS AFFECTING THE PROPERTY, 
BUYER SHALL LOOK SOLELY TO SELLER'S PREDECESSORS OR TO SUCH CONTRACTORS 
AND CONSULTANTS AS MAY HAVE CONTRACTED FOR WORK IN CONNECTION WITH THE 
PROPERTY FOR ANY REDRESS OR RELIEF.  EXCEPT FOR ANY REPRESENTATIONS AND 
WARRANTIES OF SELLER PROVIDED HEREIN, UPON THE ASSIGNMENT BY SELLER OR 
ITS CLAIMS, BUYER RELEASES SELLER OF ALL RIGHTS, EXPRESS OR IMPLIED, 
BUYER MAY HAVE AGAINST SELLER ARISING OUT OF OR RESULTING FROM ANY 
ERRORS, OMISSIONS OR DEFECTS IN THE PROPERTY. 

SUBJECT TO THE DELIVERY BY SELLER OF THE INFORMATION DESCRIBED IN SECTION 
5.2(a) HEREOF, TO THE EXTENT IN SELLER'S, SELLER'S PARTNERS OR THE 
PROPERTY MANAGER'S POSSESSION, BUYER ALSO ACKNOWLEDGES AND AGREES THAT 
THE PROVISIONS IN THIS CONTRACT FOR INSPECTION AND INVESTIGATION OF THE 
PROPERTY ARE ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION 
WITH RESPECT TO THE MERCHANTABILITY, QUANTITY, QUALITY, CONDITION, AND 
SUITABILITY OR FITNESS FOR ANY PURPOSE OF THE PROPERTY, INCLUDING, 
WITHOUT LIMITATION, ITS COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS.

11.7     Time of the Essence.  It is agreed by Seller and Buyer that time 
is of the essence with respect to this Contract.

11.8     Exhibits.  The Exhibits referred to in, and attached to, this 
Contract are incorporated in and made a part of this Contract for all 
purposes.

11.9     Risk of Loss.  Seller shall promptly notify Buyer of any fire or 
other casualty affecting the Project or of any actual or threatened (to 
the extent that Seller has current actual knowledge thereof) taking or 
condemnation of all or any portion of the Project.  If between the 
Effective Date of the Contract and the Closing Date, there occurs:

        (a)  damage to the Project caused by fire or other casualty that 
would cost $500,000 or more to repair or would be likely to result in 
Buyer's judgment, in the loss of any Tenant or Tenants representing an 
aggregate of more than 5% of the total net operating income with respect 
to the Property; or

        (b)  the taking or condemnation of all or a portion of the 
Project that would materially interfere with the present use of the 
Project or if any taking or condemnation occurs for which Buyer does not 
approve the amount of the condemnation award;

             then, Buyer may terminate this Contract by giving written 
notice to Seller within ten (10) Business Days after Buyer has received 
notice from Seller.  If Buyer does not so timely elect to terminate this 
Contract, then the Closing shall take place as provided herein and there 
shall be assigned to Buyer at the Closing all interest of Seller in and 
to any insurance proceeds (and Seller shall pay to Buyer the amount of 
any deductible) or condemnation awards payable to Seller on account of 
that event, less sums that Seller incurs before the Closing to repair any 
of the damage.  

             If between the Effective Date of the Contract and the 
Closing Date, there occurs:

        (c)  damage to the Project caused by fire or other casualty that 
would cost less than $500,000 to repair or would be likely to result, in 
Buyer's judgment, in the loss of any Tenant or Tenants representing an 
aggregate of less than 5% of the total net operating income with respect 
to the Property; or

        (d)  the taking or condemnation of all or a portion of the 
Project that would not materially interfere with the present use of the 
Project and Buyer approves of the condemnation award;

             then, Buyer may not terminate this Contract and there shall 
be assigned to Buyer at the Closing all interest of Seller in and to 
insurance proceeds (and Seller shall pay to Buyer the amount of any 
deductible) or condemnation awards payable to Seller on account of that 
event, less sums that Seller incurs before the Closing to repair any of 
the damage.

             The provisions of the Section 11.9 shall survive Closing.

11.10   Assignment.  This Agreement shall apply to, inure to the benefit 
of and be binding upon and enforceable against the parties hereto and 
their respective successors and assigns.  No such assignment will release 
Buyer from any of its obligations hereunder.

11.11  Attorney's Fees.  If either party hereto employs an attorney to 
enforce or defend its rights hereunder, the prevailing party shall be 
entitled to recover its reasonable attorney's fees.

11.12  Non-Disclosure; Non-Recordation.  Neither party shall make public 
disclosure with respect to this transaction before the Closing except:

        (a) as may be required by law, including without limitation 
disclosures required under securities laws; and

        (b) to such lenders, attorneys, accountants, partners, directors, 
officers, employees and representatives of either party or of such 
party's advisors who need to know such information for the purpose of 
evaluating and consummating the transaction, including the financing of 
the transaction; and

        (c) to present or prospective sources of financing.

        Neither this Contract, nor a memorandum hereof, shall be recorded 
in any public records.

11.13  Enforceability.  If a provision of this Contract is held to be 
illegal, invalid, or unenforceable under present or future laws effective 
during this Contract, the legality, validity, and enforceability of the 
remaining provisions of this Contract shall not be affected thereby, and 
in lieu of each illegal, invalid or unenforceable provision there shall 
be added automatically as a part of this Contract a provision as similar 
in terms to such illegal, invalid, or unenforceable provision as may be 
possible and be legal, valid, and enforceable.

11.14  Business Day.  Notwithstanding any other provision herein, if the 
Closing Date or the expiration of the Inspection Period, Title Review 
Period or Cure Period occurs on a day that is not a Business Day, then 
the Closing Date or the expiration date for such period shall be extended 
to 4:00 p.m. on the first Business Day following that date.

11.15  Expiration of Offer.  If a fully-executed counterpart of this 
Contract is not received by Seller and Title Company on or before January 
24, 1997, as indicated below, the offer contained in this Contract shall 
be null and void.

11.16  Counterpart Signatures.  This Contract may be executed in any 
number of counterparts, which, when assembled and taken together, is to 
be regarded as a single agreement. 




                          SIGNATURE PAGE FOR
                           CONTRACT OF SALE
                                  NWBC



EXECUTED by Buyer on the         day of January, 1997

                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By: Liberty Property Trust,
                              its sole general partner

                          By: 
                              ------------------------------ 
                          Its:
                              ------------------------------ 



EXECUTED by Seller on __ day of January, 1997.

                          SELLER:

                          NWBC ASSOCIATES LIMITED PARTNERSHIP, 
                          a Minnesota limited partnership


                          By: NWBC ASSOCIATES, INC., 
                              a Minnesota corporation, its general 
                              partner


                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


JOINDER OF BROKERS


Brokers have executed this Contract solely for the purposes of evidencing 
its agreement to the terms of Section 10.1 of this Contract.  No consent 
by Brokers shall be required to amend any other term of this Contract.


Date executed:  January __, 1997 

                          CB COMMERCIAL

                          By: 
                                  ------------------------------ 
                          Name:   Tom Holtz
                          Title:


                          By:
                                  ------------------------------ 
                          Name:   Jim Leary 
                          Title:


                          By:
                                  ------------------------------ 
                          Name:   David Ryder
                          Title:




JOINDER OF TITLE COMPANY



The undersigned has received a counterpart of this Contract, fully 
executed by Seller and Buyer, on the       day of January, 1997.




                          COMMONWEALTH LAND TITLE INSURANCE COMPANY


                          By:   
                                  ------------------------------ 
                          Name:
                          Title:

 



JOINDER OF SELLER'S PARTNERS


The undersigned partners in Seller agree that the Partnership Interests 
in Buyer acquired pursuant hereto shall be pledged as security for the 
performance of the obligations, duties and liabilities of Seller that 
survive Closing, provided however, that if no action is commenced with 
regard to an alleged breach in the performance of said obligations, 
duties and liabilities of Seller that survive Closing within one (1) year 
after Closing, such Partnership Interest shall thereafter be free and 
clear of any such pledge.  The undersigned partners in Seller agree to 
execute and/or deliver such instruments as Buyer may reasonably request 
to perfect such pledge.

Dated:  January __, 1997


                          ------------------------------ 
                          Stewart R. Stender


                          ------------------------------ 
                          Robert C. Lux


                          NWBC ASSOCIATES, INC.

                          By:
                              ------------------------------ 
                          Its:
                              ------------------------------ 


EXHIBIT 10.3

                                 AMENDMENT 
                                    TO
                             CONTRACT OF SALE
                                   NWBC


This Amendment (the "Amendment") dated as of the __ day of March, 1997, 
is made and entered into by and between NWBC ASSOCIATES LIMITED 
PARTNERSHIP, a Minnesota limited partnership ("Seller") and LIBERTY 
PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership or its 
permitted assigns ("Buyer").

                                WITNESSETH

 
WHEREAS, Seller and Buyer entered into that Contract of Sale dated 
January 22, 1997, as amended by Amendment No. 1 thereto dated January 31, 
1997 and by letter agreements dated March 7, 1997 and March 13, 1997 (the 
"Contract") with regard to certain property owned by Seller in Hennepin 
County, Minnesota; and

WHEREAS, Section 7.3 of the Contract requires that the approval of 
Seller's lender be obtained, which approval has been obtained subject to 
certain conditions; and 

WHEREAS, Seller and Buyer have agreed to amend the Contract in order to 
evidence their agreement to certain changes to the Contract to 
accommodate the conditions of such lender's approval, as provided 
hereinafter; and

NOW, THEREFORE, in consideration of the foregoing recitals and for other 
good and valuable consideration, the receipt and sufficiency of which is 
hereby acknowledged, the parties hereto agree as follows:

1.     Defined Terms.  Unless the context otherwise indicates or unless 
otherwise defined herein, capitalized terms used herein shall have the 
meanings set forth in the Contract.

2.     Amendments.

        a.   Seller has delivered to Buyer the approval of Alegis Realty 
Investors LLC, as agent for Aetna Life Insurance Company ("Lender") of 
the prepayment of Seller's indebtedness, subject to the Buyer's agreement 
with the terms and conditions hereof.

        b.   Section 3.3, through 3.3(iii), of the Agreement is hereby 
amended in its entirety to read as follows:

             "At Closing the following shall occur:

             (i)  Buyer will assume at Closing $22,000,000 of the 
outstanding principal balance of that Mortgage Note (the "Note") dated 
April 25, 1996, executed by Seller in favor of Lender, in the original 
principal amount of $24,150,000;

             (ii) Buyer will pay at Closing the balance of said Note to 
the extent in excess of $22,000,000, including unpaid interest, 
contingent interest and other amounts due to Lender in connection 
therewith in the amount of $7,543,763.40, which shall be credited against 
the Purchase Price, provided that the Note and the other loan documents 
evidencing and securing the Note are amended (the "Amended Loan 
Documents") by Buyer and Lender to:

                     (1)   acknowledge that the outstanding principal 
balance of the Note is $22,000,000 and that the Note and such other loan 
documents are in full force and effect and that Seller is not in default 
thereunder;

                     (2)   amend the interest rate to 8% per annum, 
interest only payable monthly, with a maturity date of three (3) years 
following Closing;

                     (3)   delete all contingent interest provisions 
which provide Lender with a share of the cash flow or of the value of the  
Property, and terminate the Option Agreement entered into in connection 
with the loan;
 
                     (4)   provide for prepayment at par at any time 
after nine (9) months following Closing;

                     (5)   provide that Lender may call the Note for 
payment, at par, on or after six (6) months following Closing, upon sixty 
(60) days' written notice to Buyer which notice may be given to Buyer at 
any time after four (4) months following Closing;

                     (6)   provide for a release of Seller, Lux, Stender 
and NWBC Associates, Inc. from all liability thereunder; 

                     (7)   acknowledge that Buyer has no interest in the 
Deferred Maintenance Escrow Agreement; 

                     (8)   acknowledge that all other reserve and escrow 
accounts required by Lender will be transferred to Buyer, without 
adjustment to the Purchase Price (except that the Purchase Price will be 
adjusted by reason of any overfunded or underfunded real estate tax or 
insurance escrow account); and

                     (9)   contain such other modifications as Buyer may 
reasonably require and such other terms to which Buyer and Lender may 
reasonably agree."

             (iii)  Buyer will pay adjusted costs (including the closing 
costs) shown on the attachment to the Closing Statement in the amount of 
$283,236.60; and

             (iv)  Buyer shall issue to Seller 56,381 partnership 
interests in Buyer (the "Partnership Interests"), with each Partnership 
Interest valued at the lesser of (a) the Average Share Price as of the 
Closing Date, or (b) $25, and with the number of Partnership Interests 
rounded to the nearest whole number."

        c.   Section 3.5(f)(iii) of the Contract and the Registration 
Rights Agreement previously approved by Buyer and Seller is hereby 
amended to increase the permitted weekly trading by Seller from 10% to 
20% of the average weekly trading volume for the Shares.

        d.   Section 7.3 is hereby deleted.

        e.   Section 8.2(b)(viii) of the Contract is hereby amended 
to read:

             "(viii)  Assumption of the Note and execution of 
the Amended Loan Documents."

        f.   Section 7.2 of the Contract is hereby amended to add the 
following new subsection (e):

             "(e)Buyer is satisfied, in its reasonable discretion, with 
the form and content of the Amended Loan Documents."

        g.   Subject to the terms of this Amendment, Buyer has accepted 
the condition of the Property pursuant to Section 4.6 of the Contract.

3.     Leasing Commissions.  

        a.   With respect to leases entered into after the effective date 
of the Contract, Seller hereby certifies to Buyer that the Hex 
Graphics/Howmedica tenant improvements have been fully completed and paid 
in full in the amount of $18,000.00 and that the Hex Graphics leasing 
commission in the amount of $3,499.73, the Howmedica leasing commission 
in the amount of $4,085.81 and the Multi-Ad Services leasing commission 
in the amount of $6,554.55 have been paid in full and Buyer agrees to 
reimburse Seller for such tenant improvement costs and leasing 
commissions at Closing.

        b.   With respect to the Sox Appeal lease and the Mamac lease 
described in Section 5.6(d) of the Contract, Seller hereby certifies to 
Buyer that the leasing commissions for such leases have been paid in 
full.
 
4.     Full Force and Effect.  Seller and Buyer agree that the Contract 
is in full force and effect and has not been amended, modified or 
supplemented in any respect, except as provided herein.

5.     Governing Law.  This Amendment is being executed and delivered and 
is intended to be performed in the State of Minnesota, and the laws of 
Minnesota shall govern the validity, construction, enforcement and 
interpretation of this Amendment, unless otherwise specified herein.

6.     Parties Bound.  This Amendment is binding on and inures to the 
benefit of Seller and Buyer, and their respective heirs, executors, 
administrators, successors and assigns.

7.     Counterpart Signatures.  This Amendment may be executed in any 
number of counterparts, which, when assembled and taken together, is to 
be regarded as a single agreement.



                            SIGNATURE PAGE FOR
                                 AMENDMENT 
                                     TO 
                             CONTRACT OF SALE
                                    NWBC



EXECUTED by Buyer on the         day of March, 1997

                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust,
                               its sole general partner

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


EXECUTED by Seller on __ day of March, 1997.

                          SELLER:

                          NWBC ASSOCIATES LIMITED PARTNERSHIP,
                          a Minnesota limited partnership


                          By:  NWBC ASSOCIATES, INC., 
                               a Minnesota corporation, its general 
partner


                          By:
                               ------------------------------ 

                          Its: 
                               ------------------------------ 



EXHIBIT 10.4

                             CONTRACT OF SALE
                    330 ASSOCIATES LIMITED PARTNERSHIP


   This Contract of Sale (the "Contract") dated as of this ___ day of 
January, 1997, is made and entered into by and between 330 ASSOCIATES 
LIMITED PARTNERSHIP, a Minnesota limited partnership ("Seller") and 
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership 
or its permitted assigns ("Buyer").

   ARTICLE I

   DEFINED TERMS

   1.1   Definitions.  As used in this Contract, the following terms 
have the meanings indicated:   

   "Average Share Price" means the average closing price for the twenty 
(20) Business Days preceding the Closing Date of a Share as reported on 
the New York Stock Exchange.

   "Business Day" means a day other than a Saturday, a Sunday or another 
day on which commercial banks in Minneapolis, Minnesota are not required 
to be open for public business. 

   "Closing" means the consummation of the purchase of the Property by 
Buyer from Seller in accordance with Article VIII.

   "Closing Date" means the date on which the Closing is actually held.

   "Earnest Money Deposit" means the portion of the Purchase Price 
deposited by Buyer in escrow with the Title Company as provided in 
Section 3.2, plus any interest accrued thereon.  The amount of the total 
Earnest Money Deposit shall be payable as provided in Section 3.2 
hereof.

   "Effective Date" means the date on which the Title Company 
acknowledges receipt of a fully-executed counterpart of this Contract.

   "Improvements" means the building, and all fixtures and other 
improvements associated therewith, containing approximately 197,100 
square feet of net rentable area, situated on the Land generally known 
as the Towle Building, 330 Second Avenue South, Minneapolis, Minnesota.

   "Inspection Period" means the period commencing on the Effective Date 
and ending on March 7, 1997.

   "Land" means the certain lot, tract or parcel of land, in 
Minneapolis, Hennepin County, Minnesota, as more fully described on 
Exhibit A, on which the Improvements are located, together with all and 
singular the rights appurtenant to that land.  

   "Leases" means all leases and/or occupancy agreements for space in 
the Project.

   "NWBC Contract" means that Contract of Sale of even date herewith 
between Buyer and NWBC Associates Limited Partnership.

   "Partnership Agreement" means the First Restated and Amended 
Agreement of Limited Partnership dated as of June 19, 1995, as amended 
on December 22, 1995, as further amended on December 31, 1996, of the 
Buyer.
   
   "Permitted Exceptions" means the Title Exceptions set forth in the 
Title Commitment (defined in Section 4.1) or reflected in the survey 
delivered pursuant to Section 4.2, or any other exceptions or conditions 
that affect or may affect Seller's title to or use of the Property to 
which Buyer has not objected pursuant to Section 4.3, or that are 
approved (or deemed to be approved) by Buyer in accordance with Section 
4.4.

   "Personal Property" means (a) all tangible personal property owned by 
Seller and located on or attached to the Project, (b) Seller's interest 
in all licenses or permits relating to the Property, (c) Seller's 
interest in all service, maintenance, management, or other contracts 
relating to the ownership or operation of the Project, (d) Seller's 
interest in all warranties or guaranties relating to the Project, (e) 
Seller's interest in all representations and warranties made to Seller 
by its predecessor in interest, to the extent assignable, and (f) 
Seller's interest in the names of the Project.

   "Project" means the Land and the Improvements.  

   "Property" means, collectively, the Project, the Leases, and the 
Personal Property.

   "Property Manager" means:

         CB Commercial
         330 Second Avenue South
         Minneapolis MN 55402
         Attn:  Richard Schadegg
         Phone:  612-341-8108
         Fax:  612-341-9849
         
   "Purchase Price" means the total consideration to be paid by Buyer to 
Seller for the Property.

   "Rent Roll" means a rent roll identifying and providing certain 
information on the Leases, itemizing all security deposits, prepaid 
rents, and other property held by Seller for the account of the Tenants.

   "Shares" means the Common Shares of Beneficial Interest, par value 
$.001 per share, of the Trust.
   
   "SOBC Contract" means that Contract of Sale of even date herewith 
between the Buyer and SOBC Associates LLC.

   "Tenants" means those persons holding rights of a tenant under the 
Leases.

   "Title Company" means:

         Commonwealth Land Title Insurance Company
         51 Haddonfield Road
         Suite 115
         P.O. Box 5382
         Cherryhill, NJ 08304
         Attn:  Joe Patti
         Telephone No. 609-662-1500
         Telecopier:  609-665-6513

The Title Company shall conduct the title examination, furnish Seller 
and Buyer with evidence of title and exceptions thereto and issue the 
Title Policy.
   
   "Title Exception" means any lien, mortgage, security interest, 
encumbrance, pledge, assignment, claim, charge, lease (surface, space, 
mineral, or otherwise), condition, restriction, option, conditional sale 
contract, right of first refusal, restrictive covenant, exception, 
easement (temporary or permanent), right-of-way, encroachment, overlap, 
or other outstanding claim, interest, estate, or equity of any nature.

   "Trust" means the Liberty Property Trust, a Maryland real estate 
investment trust and the General Partner of Buyer.

   1.2   Other Defined Terms.  Other defined terms have the meanings 
assigned to them elsewhere in this Contract.


   ARTICLE II

   AGREEMENT OF PURCHASE AND SALE

   On the terms and conditions stated in this Contract, Seller hereby 
agrees to sell and convey the Property to Buyer, and Buyer hereby agrees 
to purchase and acquire the Property from Seller.

   ARTICLE III

   PURCHASE PRICE

   3.1   Purchase Price.  The Purchase Price (herein so called) to be 
paid by Buyer to Seller is TWELVE MILLION FOUR HUNDRED SEVENTY-EIGHT 
THOUSAND EIGHTY-SEVEN No/100 U.S. Dollars ($12,478,087), subject to 
adjustment as provided below.

   Buyer agrees to pay to Seller, as an additional Purchase Price, the 
Earn Out Amount, as defined below, in connection with the new leases of 
vacant (or to become vacant) leasable areas of the Improvements and the 
renewal or extension of existing leases (collectively, such new leases 
and renewals and extensions of existing leases are "New Leases").  The 
Earn Out Amount will be payable at Closing as to such amount thereof to 
which Seller has qualified through the Closing Date, and payable on 
January 15, 1998 as to such amount thereof to which Seller has qualified 
on or after the Closing Date through December 31, 1997.  

   The Earn Out Amount shall be equal to (i) the amount of Net Operating 
Income, as defined below, as of the applicable calculation date, in 
excess of $1,316,000 (the agreed Net Operating Income from the Leases 
existing on the date hereof), multiplied by (ii) $8.51 with regard to 
the Earn Out Amount payable on the Closing Date or $7.69 with regard to 
the Earn Out Amount payable after the Closing Date.

   Net Operating Income as of the applicable calculation date shall be 
the sum of (i) the then remaining portion of said $1,316,000 payable 
pursuant to the Leases existing on the date hereof and which are in full 
force and effect on the applicable calculation date, plus (ii) the 
average annual gross rent payable over the primary term of the New 
Leases, less (ii) tenant reimbursements for operating expenses, taxes 
and utilities for the New Leases, and less (iii) Transaction Costs, as 
defined below, relating to the New Leases, amortized as to the 
applicable lease, over the primary term of such lease, with interest at 
the rate of 10% per annum.

   Transaction Costs as to any New Lease shall be all costs paid by 
Buyer for tenant improvements, attorneys' fees, external and internal 
commissions, space planning and other lease incentives provided to the 
applicable tenant in connection with a New Lease.

   Notwithstanding anything herein, a New Lease must have a minimum 
primary term of three (3) years in order for the increase to be included 
in the calculation of the Earn Out Agreement.

   For Example:

      A ten (10) year lease for 10,000 square feet at 23.00 p.s.f. 
average with operating expenses of $8.05 p.s.f. and transaction costs of 
$10.00 p.s.f. would earn out the following amount (provided that the 
$1,316,000 Net Operating Income threshold has been exceeded):

      Triple Net Rent       = $23.00 p.s.f.- $8.05 p.s.f.
                            = $14.95 p.s.f.
      Net Operating Income  = $14.95 p.s.f.
                            = $ 1.59 p.s.f.(amortized transaction costs)
                            = $13.36 p.s.f.
      Earn Out              = $13.36 p.s.f. x $7.69 p.s.f.
                            = $102.74 p.s.f. x 10,000 s.f.
                            = $1,027,384


    3.2   Earnest Money Deposit.  Within one (1) Business Day after the 
Effective Date, Buyer shall have delivered $66,667 to the Title Company, 
in cash or cash equivalents representing funds immediately available for 
disbursement on the day of receipt by the Title Company, to be held by 
the Title Company in escrow to be applied or disposed of by it as is 
provided in this Contract.  Buyer's failure to timely make the Deposit 
(a) makes this Contract voidable at Seller's option and (b) gives Seller 
the right to immediately terminate the Contract in which event the 
Seller and Buyer shall have no further obligation to one another.  The 
Earnest Money Deposit shall be invested in an interest-bearing account 
with a financial institution and in a manner reasonably acceptable to 
Seller and Buyer.  All interest earned is part of the Earnest Money 
Deposit under this Contract.  If the purchase and sale hereunder is 
consummated, then the Earnest Money Deposit shall be applied to the 
Purchase Price at Closing.  In all other events, the Earnest Money 
Deposit shall be disposed of by the Title Company as provided in this 
Contract.

   3.3   Payment of Purchase Price.  The Purchase Price payable at 
Closing shall be payable to Seller through the Title Company, by:

      (i)   Buyer assuming and paying, at Closing, to First Bank 
National Association ("Lender"), the outstanding principal balance of 
that Amendment and Restatement of Promissory Note dated March 29, 1996, 
in the original principal amount of $4,950,000, together with all 
interest and all other amounts due to Lender in connection therewith, as 
shown on a payoff letter from Lender;

      (ii)   Buyer purchasing, at or prior to Closing, the partnership 
interest in Seller of Crosstown Asset Corp. I., a Delaware corporation 
("Crosstown"), for the amount that would otherwise be distributable to 
Crosstown pursuant to the Partnership Agreement of Seller (estimated to 
be in the amount of $4,300,000, based on the Purchase Price without any 
Earn Out Amount payable at Closing), in connection with a sale of the 
Property to Buyer for the Purchase Price and the liquidation of the 
Seller.  Seller shall use its best efforts, in consultation with Buyer, 
to negotiate and present to Buyer on or before January 31, 1997, in form 
acceptable to Buyer (in Buyer's sole discretion), an agreement with 
Crosstown wherein Crosstown agrees to sell its limited partnership 
interest to Buyer for a cash payment at Closing;

      (iii)   Buyer purchasing, at or prior to Closing, the interest of 
Apex Asset Management Corporation ("Apex") in that certain Asset 
Management Agreement, dated April 13, 1994 (the "Contract"), payable at 
Closing in Partnership Interests (estimated to be in the amount of 
$1,400,000, based on the Purchase Price without any Earn Out Amount 
payable at Closing) of the Buyer ("Partnership Interests") and 
relinquishing all rights to any Earn Out Amount payable after Closing.  
Seller shall use its best efforts, in consultation with Buyer, to 
negotiate and present to Buyer on or before January 31, 1997, in form 
acceptable to Buyer (in Buyer's sole discretion), an agreement with Apex 
wherein Apex agrees to sell the Contract to Buyer for Partnership 
Interests at Closing.

      (iv)   An amount of cash equal to the sum of all closing costs 
incurred by Seller in connection herewith (estimated to be no more than 
$700,000); and

      (v)   The balance of the Purchase Price shall be paid by the 
issuance to the Seller of interests in the Buyer (the "Partnership 
Interests"), with each Partnership Interest valued at the lesser of (a) 
the Average Share Price as of the Closing Date, or (b) $25, and with the 
number of Partnership Interests rounded to the nearest whole number.  At 
least ten (10) Business Days prior to the Closing Date, Seller shall 
give Buyer written notice of its best estimate of the allocation of the 
Purchase Price as between cash and Partnership Interests.

   In the event that the agreements described in (ii) or (iii) above are 
not executed by January 31, 1997, in form and substance acceptable to 
Buyer and Seller, either party may terminate this Agreement.  In the 
event of such termination of this Contract, the Earnest Money shall be 
promptly refunded to Buyer and Buyer and Seller shall have no further 
obligations, one to the other, with respect to the subject matter of 
this Contract (except under Section 4.7).

   The Earn Out Amount payable on January 11, 1998 shall be paid in cash 
or immediately available funds to 330 Associates, Inc., as agent for the 
current partners of Seller (i.e., 330 Associates, Inc., Robert C. Lux, 
Stewart R. Stender and Crosstown, notwithstanding the purchase by Buyer 
of Crosstown's interest in Seller).

   The parties acknowledge that in order to accommodate Seller's desire 
to transfer the Property as a contribution for Partnership Interests 
under Section 721 of the Code, the Buyer has agreed to acquire certain 
interests of Crosstown and Apex, as described above.  The parties 
acknowledge that agreements must be negotiated and entered into with 
Crosstown and Apex as provided in subsections (ii) and (iii) above.  
These agreements and the closing of the acquisitions contemplated by 
these agreements are essential to the closing of the transaction 
contemplated by this Agreement.  Because this Agreement is being 
executed in advance of the negotiations of the agreements with Crosstown 
and Apex, it is not possible to anticipate the ways in which the 
negotiation of the agreements with Crosstown and Apex might impact on 
the provisions of the Agreement.  The parties acknowledge that the 
provisions of this Agreement (other than the Purchase Price) may need to 
be modified to address specific issues which arise in connection with 
the negotiation of the agreements with Crosstown and Apex, but that any 
such modification shall require the written agreement of each of Buyer 
and Seller.  The parties further agree that, except with respect to 
Section 4.7, this Agreement is terminable by Buyer or Seller if 
satisfactory negotiations of the agreements with Crosstown and Apex and 
related modifications to this Agreement are not entered into as provided 
above on or before January 31, 1997.  In the event of such termination 
of this Contract, the Earnest Money shall be promptly refunded to Buyer 
and Buyer and Seller shall have no further obligations, one to the 
other, with respect to the subject matter of this Contract (except under 
Section 4.7).

   3.4   Other Contracts.  Notwithstanding anything herein to the 
contrary, in the event that Buyer, for any reason, exercises its right 
to terminate this Contract, as a condition precedent to any such 
termination, it shall also, simultaneously, terminate the SOBC Contract 
and the NWBC Contract (unless previously terminated pursuant to Section 
7.3 of the NWBC Contract).  If the NWBC Contract is terminated pursuant 
to Section 7.3 thereof or if the SOBC Contract or the NWBC Contract is 
terminated pursuant to Section 3.5 thereof, then Buyer may terminate 
this Contract.  In the event of such termination of this Contract, the 
Earnest Money shall be promptly refunded to Buyer and Buyer and Seller 
shall have no further obligations, one to the other, with respect to the 
subject matter of this Contract (except under Section 4.7).

   3.5   The Partnership Interests.

      (a)   Each Partnership Interest issued as part of the Purchase 
Price shall be exchangeable after the first anniversary of the Closing 
Date, on a one-for-one basis, for a Share of the Trust, on the basis set 
forth in and subject to the restrictions contained in the Partnership 
Agreement (including, without limitation, usual and customary provisions 
providing for adjustment in the number of Shares into which Partnership 
Interests are convertible upon certain changes in the capitalization of 
the Trust.)

      (b)   Buyer and Seller hereby acknowledge and confirm that they 
intend for the transfer of the Property to Buyer in exchange for 
Partnership Interests to qualify as a contribution pursuant to Section 
721 of the Internal Revenue Code of 1986, as amended (the "Code").  
Buyer and Seller agree to take any reasonable steps necessary to cause 
such transfer to qualify as a contribution pursuant to such section.  

   Buyer shall also issue to Seller, for distribution at Closing to 
Buyer in liquidation of Buyer's partnership interest in Seller, 
Partnership Interests equal to the amount paid to Crosstown pursuant to 
Section 3.3(ii) divided by the share price used in Section 3.3(v).  At 
Closing, Seller shall distribute the Partnership Interests described in 
the preceding sentence to Buyer and the Partnership Interests issued 
pursuant to Section 3.3(v) to Stewart R. Stender, Robert C. Lux and 330 
Associates, Inc. in accordance with their respective interests in Seller 
in liquidation of such partner's interest in Seller.

      (c)   Seller acknowledges and confirms that:

         (i)   neither the Partnership Interests nor the Shares into 
which the Partnership Interests may be converted have been registered 
under the Securities Act of 1933, as amended (the "Securities Act"), or 
any state securities laws;

         (ii)   there is no obligation to register the Partnership 
Interests or the Shares except pursuant to the Registration Rights 
Agreement (as defined below);

         (iii)   neither the Partnership Interests nor the Shares into 
which the Partnership Interests may be converted may be sold or 
otherwise transferred by Seller except (A) pursuant to registration 
under the Securities Act and state securities laws or an exemption 
therefrom or (B) as a distribution at Closing to Robert C. Lux, Stewart 
R. Stender, 330 Associates, Inc. and Buyer in accordance with their 
respective interests in Seller.

         (iv)   the Partnership Interests shall not be convertible into 
Shares until after the first anniversary of the Closing Date; and

         (v)   the Partnership Interests being acquired hereunder are 
being acquired for Seller's own account and not for the account of any 
other person or persons, for investment and not with a view to the 
disposition thereof in violation of the Securities Act. 

      (d)   Buyer acknowledges and confirms that:

         (i)   it will not sell the Property (or any portion thereof) 
for two years following the Closing Date; and

         (ii)   Seller as a holder of Partnership Interests in Buyer 
will participate in the allocations and distributions of Buyer on the 
same basis as the other limited partners of Buyer as determined in 
accordance with the terms and provisions of the Partnership Agreement, 
provided, however, that the initial distribution to Seller or those 
holding the Partnership Interests through Seller will be prorated based 
upon the portion of the fiscal quarter of Buyer for which Seller or 
those holding the Partnership Interests through Seller held the 
Partnership Interests.

      (e)   Buyer has provided Seller, and Seller acknowledges receipt 
of, a copy of the Partnership Agreement.

      (f)   Buyer and Seller hereby agree to negotiate in good faith the 
terms and conditions of the following documents (the "Partnership 
Documents") and to use their best efforts to conclude such negotiations 
and have a mutually agreeable form of each of the Partnership Documents 
on or before January 31, 1997:

         (i)   a proxy (the "Proxy Agreement") containing usual and 
customary terms as to the appointing of the Board of Trustees of the 
Trust (so long as the Trust is a general partner of Buyer), as Seller's 
proxy with respect to all Partnership Interests owned by Seller, with 
authority to consent or withhold consent, in the Trust's sole 
discretion, with respect to any matter as to which limited partners of 
Buyer may act pursuant to the terms of the Partnership Agreement;

         (ii)   an investment letter (the "Investment Letter") 
containing usual and customary representations and agreements obtained 
from purchasers of securities in private placements regarding the 
restrictions on transferability of the securities being acquired and the 
financial sophistication and qualification of the purchasers;

         (iii)   a registration rights agreement (the "Registration 
Rights Agreement") containing usual and customary representations and 
agreements concerning the registration of the Shares, including without 
limitation, provisions for (A) Seller to have two demand registration 
rights and unlimited "piggyback" registration rights with respect to the 
Shares issuable upon exchange of the Partnership Interests, which rights 
shall commence on the first anniversary of the Closing Date, (B) Buyer 
to cover all expenses of such registration other than the fees of 
Seller's counsel and the registration fees for such Shares which shall 
be borne by Seller (not to exceed $2,500), (C) Seller to agree that, 
notwithstanding the effectiveness of any registration statement covering 
the Partnership Interests (other than in connection with an underwritten 
offering), it will not sell during any week a number of Shares greater 
than 10% of the average weekly trading volume for the Shares on the New 
York Stock Exchange for the preceding four calendar weeks.

         (iv)   an amendment to the Partnership Agreement (the 
"Partnership Amendment") for the purpose of evidencing, among other 
things, the issuance of the Partnership Interests as a portion of the 
Purchase Price.

   In the event that the parties have not agreed to the form of each of 
the Partnership Documents on or before January 31, 1997, either party 
hereto may terminate this Agreement by notice to the other party and, 
upon such termination, the Earnest Money shall be promptly refunded to 
Buyer and Buyer and Seller shall have no further obligations, one to the 
other, with respect to the subject matter of this Contract (except under 
Section 4.7).

   ARTICLE IV

   TITLE AND SURVEY

   4.1   Title Commitment; Exception Documents.

      (a)   Seller has furnished to Buyer and Buyer's counsel a copy of 
Seller's Policy of Title Insurance for the Property.

      (b)   Buyer shall obtain a commitment for an ALTA owner's policy 
of title insurance (the "Title Commitment") on the Property issued by 
the Title Company and any desired endorsements to the Title Commitment 
which are available, if any.  

      (c)   Seller shall also furnish to Buyer copies of instruments 
that create or evidence Title Exceptions affecting the Property, as 
described in the Title Commitment (together, the "Title Documents").  

      (d)   Seller shall not be obligated to provide Buyer an abstract 
of title to the Land, but Seller shall provide any owner's duplicate 
certificate of title as to the Land at closing.

   4.2   Survey.  Seller has provided to Buyer a copy of the most recent 
survey of the Project in Seller's possession.  

   Seller shall deliver to Buyer, as soon as practicable, but in any 
case within fifteen (15) days after the Effective Date, an as-built 
survey of the Property prepared by Egan, Field & Nowak, Inc. as an Urban 
Survey in accordance with the Minimum Standard Detail Requirements and 
Classifications for ALTA/ASCM Land Title Surveys as adopted by the 
American Land Title Association and American Congress on Surveying and 
Mapping in 1992 which shall (a) include items 1, 2, 3, 4, 6, 7, 8, 9, 
10, 11 and 13 from Table A of such Requirements and (b) shall be 
certified to Buyer and Title Company and any lender of Buyer's of which 
Buyer notifies Seller in writing on or prior to the expiration of the 
Inspection Period.

   The legal description of the Land contained in the Survey and in the 
Title Policy shall be used to describe the Land in the special warranty 
deed conveying the Project from Seller to Buyer.

   4.3   Review of Title Commitment, Survey and Exception Documents.  
Buyer has a period of seven (7) Business Days (the "Title Review 
Period") after the later of (i) January 31, 1997 or (ii) Buyer's receipt 
of the Title Commitment, the Title Documents and the Survey in which to 
give written notice to Seller specifying Buyer's objections to the Title 
Commitment, the Survey or the Title Documents ("Objections"); provided, 
however, Buyer may not make any Objection to any of the Permitted 
Exceptions listed on Exhibit "I" attached hereto.  For purposes of this 
Section 4.3, Seller shall have satisfied all of its obligations with 
regard to title to the Project if Buyer has not objected to any of the 
Title Documents furnished to it or any other Title Exception referenced 
in the Title Commitment, within the Title Review Period. 

   4.4   Seller's Obligation to Cure; Buyer's Right to Terminate.  If 
Buyer timely notifies Seller in writing of Objections to any of the 
matters furnished to Buyer pursuant to Section 4.3, then Seller shall, 
within thirty (30) days after Seller's receipt of Buyer's notice (the 
"Cure Period"), make reasonable efforts in good faith to attempt to cure 
the Objections.  Other than (i) mortgages or other liens securing 
indebtedness of Seller, judgments or tax liens against Seller or 
mechanics' liens against the Property (collectively, "Liens") which 
shall be satisfied, bonded or insured over by Seller at or prior to 
Closing, (ii) minor encroachments which do not materially affect Buyer's 
or Tenant's use of the Property which Seller shall not be obligated to 
correct and (iii) Objections which are insured over by the Title Company 
at no cost or liability to Seller, Seller is not obligated to effect a 
cure of any Objection unless such Objection is a material defect in the 
marketability of title to the Property (a "Material Objection") and the 
cost of curing such Material Objection is less than $50,000 in the 
aggregate for all such Objections, but Buyer may, at its option, pay the 
excess amounts to Title Company at Closing (which payment shall not 
entitle Buyer to a reduction in the Purchase Price) and cause the Title 
Company to cure such Objections, but such Objections (which Buyer 
intends to pay to cure as aforesaid) shall not delay Closing nor shall 
Seller have any further liability or obligation with respect thereto.  
If Seller does not satisfy all Objections within the Cure Period, then, 
as its sole options or remedies, Buyer may either (a) waive the 
unsatisfied Objections, which then become Permitted Exceptions, and 
proceed to consummate this transaction without further recourse against 
Seller, (b) provide written notice of Buyer's intention to pay the cost 
of curing such Objections and pay the cost of curing such Objections at 
Closing as provided in the preceding sentence, but such payment shall 
not entitle Buyer to a reduction in the Purchase Price except to the 
extent that (i) such Objection relates to a Lien or (ii) Buyer pays the 
first $50,000 of such costs to cure Material Objections (which Seller 
would otherwise have paid to cure such Material Objections pursuant to 
the preceding sentence), in which event Buyer shall be entitled to a 
reduction in the Purchase Price only to the extent of that portion of 
the first such $50,000 to the extent paid by Buyer to cure such Material 
Objections, but Buyer shall have no further recourse against Seller by 
reason of such Objections or (c) terminate this Contract and receive 
back the Earnest Money Deposit, in which latter event Seller and Buyer 
have no further obligations, one to the other, with respect to the 
subject matter of this Contract (except under Section 4.7).  If 
unsatisfied Objections remain but Buyer does not deliver written notice 
of its waiver thereof, of Buyer's intention to pay the cost of curing 
such Objections or of the termination of this Contract to Seller within 
five (5) Business Days after expiration of the Cure Period, then the 
unsatisfied Objections shall become additional Permitted Exceptions, 
with no reduction in the Purchase Price, and Buyer shall have no further 
right to terminate this Contract under this Section 4.4.  If Seller 
shall effect a cure of the Objections within the Cure Period it shall 
deliver written notice thereof to Buyer and Buyer and Seller shall 
proceed to Closing as provided herein.

   4.5   Title Policy.  The Title Policy shall be issued by the Issuing 
Title Company, in the amount of the Purchase Price, insuring that Buyer 
has fee simple title to the Property, subject only to the Permitted 
Exceptions.   Seller shall pay for the costs of abstracting, searches 
and the preparation of the Title Commitment; the premium for the Title 
Policy and any additional premiums for any endorsements requested by 
Buyer shall be paid by Buyer.  Any closing or escrow fees charged by the 
title company shall be paid one-half by Buyer and one-half by Seller.
 
   4.6   Inspection.   Buyer may, during the Inspection Period, make 
such examinations, studies, inspections, and investigations of the 
Property as Buyer deems advisable.  Any physical inspections within the 
buildings on the Property shall be made only on Business Days and during 
normal business hours that will not disturb the quiet enjoyment of the 
Project by Tenants, and inspections of space occupied by a Tenant shall 
be made only with at least twenty-four (24) hours' advance notice to and 
consent of Seller and, at Seller's election, in the presence of a 
representative of Seller.  Seller shall reasonably cooperate with Buyer 
in contacting Tenants to permit Buyer's inspection.  Buyer shall use its 
best efforts to group inspections together on the same day or days in 
order to minimize the number of visits to Tenants' spaces and the impact 
on the Tenants.  By giving written notice to Seller before the 
expiration of the Inspection Period, Buyer may, in Buyer's sole 
discretion, terminate this Contract and receive back the Earnest Money 
Deposit, if Buyer has found the Property unsuitable for Buyer's purpose, 
or if Buyer has found any agreements or information regarding the 
Property unacceptable, or for any other reason, in Buyer's sole 
discretion.  If Buyer does not timely give that notice, then (a) Buyer 
shall be deemed to have accepted the condition of the Property, subject 
to the estoppel certificates to be delivered by Seller pursuant to 
Section 5.2(b) hereof, (b) Buyer's right to terminate this Contract 
pursuant to this Section 4.6 shall be deemed waived, and (c) the Earnest 
Money Deposit shall thereafter not be refundable and shall be deemed 
earned by Seller in any event other than Seller's default or unless 
Buyer terminates the Contract under the provisions of Sections 4.4, 7.1, 
9.1, or 11.9 hereof.

   4.7   Indemnification.  Buyer shall indemnify, defend and hold Seller 
harmless from any and all demands, claims, actions or causes of action, 
assessments, losses, costs, damages, liabilities, interest, penalties 
and reasonable attorney's fees asserted against, resulting to, imposed 
on, or incurred by Seller as a result of any act or omission of Buyer, 
or any of Buyer's agents, consultants, contractors, or employees, in 
connection with an entry on or investigation or examination of the 
Property, or any part thereof, before Closing.  The indemnification 
obligations of Buyer with respect to these matters shall survive the 
Closing or the termination of this Contract for any reason and shall 
remain in full force and effect thereafter, but any claims of 
indemnification hereunder must be made by notice to Buyer within six (6) 
months after the date of termination hereof or the Closing Date, as 
applicable.


   ARTICLE V

   REPRESENTATIONS, WARRANTIES, COVENANTS,AND AGREEMENTS OF SELLER

   5.1   Representations and Warranties of Seller.  Seller represents 
and warrants to Buyer as of the Effective Date, except where specific 
reference is made to another date or dates, that: 

      (a)   Attached as Schedule 1 is a complete and accurate Rent Roll 
showing all of the Leases which shall be updated by Seller prior to 
Closing if necessary.

      (b)   Attached as Schedule 2 is a complete and accurate list of 
all services, maintenance and management contracts relating to the 
Property which shall be updated prior to Closing if necessary;

      (c)   Seller has no current actual knowledge of, and has received 
no written notice from, any governmental authority requiring any work, 
repairs, construction, alterations or installations on or in connection 
with the Property, or asserting any violation of any federal, state, 
county or municipal laws, ordinances, codes, orders, regulations or 
requirements affecting any portion of the Property, including, without 
limitation, the Americans with Disabilities Act and any applicable 
environmental laws or regulations.  Except as provided in Schedule 4 
attached hereto, to the current actual knowledge of Seller, there is no 
action, suit or proceeding pending or, threatened against or affecting 
Seller or the Property or any portion thereof or relating to or arising 
out of the ownership of the Property, in any court or before any 
federal, state, county or municipal department, commission, board, 
bureau or agency or other governmental instrumentality.

      (d)   Seller is not a foreign person under Sections 1445 and 7701 
of the Internal Revenue Code of 1986, as amended, and regulations 
promulgated thereunder;

      (e)   To Seller's current actual knowledge, there is no individual 
sewage treatment system on or serving the Property as such term is 
defined in Minnesota Statutes Section 115.55; there are no wells or 
underground storage tanks on the Property; 

      (f)   Seller has full right, power and authority to sell the 
Property to Buyer as provided in this Contract and to carry out Seller's 
obligations under this Contract, and all requisite action necessary to 
authorize Seller to enter into this Contract and to carry out Seller's 
obligations hereunder has been taken;

      (g)   To Seller's current actual knowledge, there is no violation 
of Environmental Laws related to the Property or the presence or release 
of Hazardous Materials on or from the Property except as disclosed in 
the environmental reports listed on Schedule 3 delivered by Seller to 
Purchaser or made available for Purchaser's review.  The term 
"Environmental Laws" includes without limitation the Resource 
Conservation and Recovery Act and the Comprehensive Environmental 
Response Compensation and Liability Act ("CERCLA") and other federal 
laws governing the environment as in effect on the date of this 
Agreement together with their implementing regulations and guidelines as 
of the date of this Agreement, and all state, regional, county, 
municipal and other local laws, regulations and ordinances that are 
equivalent or similar to the federal laws recited above or that purport 
to regulate Hazardous Materials in effect as of the date of this 
Agreement.  "Hazardous Materials" means any substance which is (i) 
designated, defined, classified or regulated as a hazardous substance, 
hazardous material, hazardous waste, pollutant or contaminant under any 
Environmental Law, as currently in effect as of the date of this 
Agreement (ii) petroleum hydrocarbon, including crude oil or any 
fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) 
friable asbestos, (vi) flammable explosives, (vii) infectious materials 
or (viii) radioactive materials.

      (h)   Seller has not entered into any other contracts for the sale 
of the Property, nor are there any rights of first refusal or options to 
purchase the Property or any other rights of others to acquire the 
Property that might prevent the consummation of this Contract.

      (i)   No brokerage or leasing commissions or other compensation is 
or will be due or payable to any person, firm, corporation or other 
entity with respect to or on account of any of the Leases or any 
extensions or renewals thereof, except for Leases executed after the 
Effective Date as provided in Section 5.2(c)(iii) hereof and except as 
provided in Section 5.6 hereof.

      (j)   Seller has no current actual knowledge of any material 
misstatement in the statements of income and expenses for the Property, 
attached hereto as Exhibit L, to the extent such statements relate to 
the period of Seller's ownership of the Property.

      (k)   Tax and Real Estate Investment Trust Matters.

         (i)   None of the Leases provides for the payment of rents 
which is based on the income or profits of any person or entity, except 
to the extent of amounts computed by reference to a fixed percentage or 
percentages of a tenant's receipts or sales (within the meaning of 
Internal Revenue Code Section 856(d)(2)(A) (the Internal Revenue Code is 
referred to herein as the "Code").

         (ii)   The services and activities performed by the landlord 
with respect to the Project are services which are customarily performed 
by lessors in connection with the rental of real property similar to the 
Project in the geographic area in which the Project is located.  The 
services and activities performed are necessary for the operation of the 
Project and are not performed primarily for the convenience of tenants.

         (iii)   The landlord of the Project does not lease any 
substantial personal property to the tenants at the Project other than 
personal property which has been installed upon the Project and has 
become a part of the real property.

         (iv)   Except as provided on Exhibit M attached hereto, to the 
extent the Project provides parking lots for tenants and their employees 
and customers, the parking lots are offered on an unreserved, 
complimentary basis, other than with respect to spaces required to be 
reserved for handicapped persons under law.  The landlord of the Project 
does not provide parking attendants, reserved parking or other services 
in connection with the parking areas.

         (v)   The landlord of the Project does not provide any utility 
services to tenants at the Project other than usual and customary 
utility services, such as electricity, gas, water and sewer service.  In 
some instances, utility services are separately metered and paid by the 
tenants.  In other cases, the landlord master meters electric and water 
services, in which case the cost of the utility service is allocated 
among the tenants on a prorata basis on the basis of usage or area.  The 
billing mechanism for any master metering arrangement with respect to 
Project is usual and customary for the geographic area in which the 
Project is located.

         (vi)   Neither the Land nor any of the Improvements is "held 
for sale" within the meaning of the Code.

   Seller shall deliver a certificate at Closing as to the correctness 
of the representations and warranties set forth above as of the Closing 
Date and if any such representation shall not then be correct, of any 
exceptions thereto.  

   Notwithstanding anything contained in this Agreement to the contrary, 
all of the representations, warranties and certifications (the 
"Representations") which are made by Seller and set forth herein or in 
any of the documents or instruments required to be delivered by Seller 
hereunder, shall be subject to the following conditions and limitations: 
(i) there shall be no liability on the part of Seller for breaches of 
Representations of which Buyer had current actual knowledge at Closing 
and (ii) in the event that prior to the time of Closing, during the 
course of Buyer's inspections, studies, tests and investigations or 
through other sources, Buyer gains current actual knowledge of a fact or 
circumstance which, by its nature, indicates that a Representation was 
or has become untrue or inaccurate, and such fact or circumstance was 
not intentionally withheld from Buyer by Seller with the intent to 
defraud Buyer, then Buyer shall not have the right to bring any lawsuit 
or other legal action against Seller, nor pursue any other remedies 
against Seller, as a result of the breach of the Representation caused 
thereby, but Buyer's sole right shall be to terminate this Agreement in 
which event the Earnest Money Deposit shall be returned to Buyer.

   5.2   Covenants and Agreements of Seller.  Seller covenants and 
agrees with Buyer as follows:

      (a)   Within ten (10) days after the Effective Date, Seller shall 
deliver to Buyer (or, with respect to items (v), (vi) and (x) below, 
permit inspection in the offices of the Property Manager), copies (or 
where specifically indicated, original counterparts) of the following:

         (i)   All existing Leases;

         (ii)   All service, maintenance, management, and other 
contracts relating to the ownership and operation of the Property;

         (iii)   All building permits and certificates of occupancy or 
of substantial completion issued with respect to the construction and 
ownership of the Project that, to Seller's current actual knowledge, are 
in Seller's or the Property Manager's possession;
   
         (iv)   All available real estate and personal property tax 
statements for real estate and personal property taxes due and payable 
in the year of Closing with respect to the Project and, if received by 
Seller, the valuation notice issued with respect to the Project for the 
year of Closing, that, to Seller's current actual knowledge, are in 
Seller's or the Property Manager's possession;

         (v)   All operating budgets, operating statements and property 
reports that, to Sellers' actual knowledge are in Seller's or the 
Property Manager's possession;
      
         (vi)   The plans and specifications with respect to the Project 
that, to Seller's current actual knowledge, are in Seller's or the 
Property Manager's possession, to be furnished with no representation, 
warranty, or recourse whatsoever;

         (vii)   The Rent Roll, current through the first day of the 
month preceding the month in which the Effective Date falls; 

         (viii)   To the extent in Seller's or the Property Manager's 
possession, all environmental reports pertaining to the Property; and

         (ix)   All other books and financial records with respect to 
the Property that, to Seller's current actual knowledge, are in Seller's 
or Property Manager's possession (other than Seller's projections and 
other financial information prepared by Seller in connection with its 
purchase of the Property, internal financial or performance reviews, the 
closing documents relating to such purchase, Seller's partnership 
agreement and other partnership financial and tax records).

   Seller represents and warrants to Buyer that the information 
described in this Section 5.2(a) constitutes all of the books and 
financial records in Seller's possession (or in the possession of its 
Property Manager) with respect to the Property (other than Seller's 
projections and other financial information prepared by Seller in 
connection with its purchase of the Property, internal financial or 
performance reviews, the closing documents relating to such purchase, 
Seller's partnership agreement or other partnership financial and tax 
records).  In the event that Buyer terminates the Contract for any 
reason, Buyer shall immediately return to Seller all of the information 
concerning the Property supplied by Seller or Property Manager.

      (b)   Within thirty (30) days after the Effective Date, Seller 
shall use reasonable efforts to obtain and deliver to Buyer estoppel 
certificates from the Tenants of the Property, in the form of Exhibit 
"J" attached to this Contract.  If Seller is unable to obtain an 
estoppel certificate for each tenant substantially in the form of 
Exhibit "J", Seller shall deliver to Buyer an estoppel certificate 
executed by Seller as to such Tenant in the form of Exhibit "K", as 
modified to make the statements therein true and correct.
   
      (c)   From the date hereof until the Closing Date or the earlier 
termination of this Contract, Seller shall:

         (i)   Operate, insure at current insured amounts, maintain and 
lease the Project in the ordinary course of Seller's business and use 
reasonable efforts to reasonably preserve for Buyer the relationship of 
Seller and Seller's suppliers, Tenants, and others having ongoing 
business relations with Seller relating to the Project; and

         (ii)   Advise Buyer of any litigation, arbitration, or 
administrative hearing before any governmental agency concerning of 
affecting the Property in any manner that is instituted or threatened in 
writing after the Effective Date and of which Seller has current actual 
knowledge; and

         (iii)   Not, without Buyer's prior written consent (which 
consent may be withheld in Buyer's sole discretion), enter into any 
leases, contracts or other commitments that will survive Closing other 
than service contracts that are terminable on thirty (30) days or less 
notice.  With respect to any lease or any renewal, extension or 
amendment of any lease for any portion of the Property which is approved 
by Buyer and which is entered into after the Effective Date, Buyer shall 
pay (or reimburse Seller at Closing) for the cost of all tenant 
improvements and leasing commissions required by the terms thereof.

      Any consent or approval requested by Seller pursuant to this 
Section 5.2(c)(iii) shall be deemed granted if Buyer does not object 
within five (5) Business Days after Buyer's receipt of Seller's written 
request.

   5.3   Survival Beyond Closing.  Except to the extent that Buyer has 
current actual knowledge of any breach at or prior to Closing (which 
Buyer, by closing the purchase contemplated hereby, shall be deemed to 
have waived), the representations, warranties, and covenants of Seller 
contained in this Contract shall survive the Closing.  In the event of 
any such breach or misrepresentation discovered by Buyer after Closing, 
Buyer may bring an action against Seller for Buyer's actual damages 
resulting from such breach, but not for any incidental or consequential 
damages, or may offset such amounts against any Earn Out Amount (but 
this provision shall not delay the payment of the Earn Out Amount if no 
such action has been commenced prior to the date payment of the Earn Out 
Amount is due and payable), provided, however, that any action with 
regard to an alleged breach of any such representation, warranty or 
covenant of Seller must be brought within two (2) years after Closing.

   5.4   Current Actual Knowledge; Authority.  The term "Buyer's current 
actual knowledge," as used in the Contract, means matters of which John 
Gattuso is presently aware at the relevant time by virtue of Buyer's 
inspections and due diligence with respect to the Property, but without 
being required to undertake any further investigation or inquiry 
whatsoever.  The term "Seller's current actual knowledge," as used in 
this Contract, means matters of which Seller, Stewart R. Stender or 
Robert C. Lux is presently aware at the relevant time, by virtue of 
Seller's ownership of the Property, without undertaking any further 
investigation or inquiry whatsoever, but does not include matters of 
which any other person or entity (including, but not limited to, the 
Property Manager or any prior manager of the Property) other than 
Seller, Stewart R. Stender or Robert C. Lux is or may be aware but 
Seller acknowledges that it has made good faith inquiry of the Property 
Manager with regard to the correctness of the representations and 
warranties set forth in Section 5.1 and the delivery of the documents 
referenced in Section 5.2(a).  No brokers, agents or other third parties 
(including, but not limited to, the Property Manager or any prior 
manager of the Property) are authorized by make any representations and 
warranties binding on Seller.  In particular, but without limitation, 
except as is expressly represented or warranted in Section 5.2(a) 
hereof, Seller hereby disclaims, and makes no representation or 
warranty, as to the accuracy of the contents or the completeness of any 
item delivered by either Seller or the Property Manager of the Project 
to Buyer or made available for inspection or review by Buyer.

   5.5   "AS-IS" Sale.  Seller has advised Buyer that Seller has 
retained an independent contractor to manage the Project and that Seller 
recently acquired the Project.  Accordingly, Seller's current personnel 
have limited personal knowledge regarding the construction of the 
Project, the operation of the Project, and other matters that an owner 
of property similar to the Project might ordinarily have.  A material 
consideration in negotiating the Purchase Price is Buyer's agreement 
that Buyer shall rely solely on its own investigation in consummating 
this transaction, except as expressly stated to the contrary in this 
Contract and that SELLER HAS MADE NO EXPRESSED OR IMPLIED 
REPRESENTATIONS OR WARRANTIES RESPECTING THE SUBJECT MATTER OF THIS 
TRANSACTION, EXCEPT AS EXPRESSLY STATED TO THE CONTRARY IN THIS 
CONTRACT.  (See Section 11.6)

   5.6   Due Diligence Disclosure.  Seller has disclosed to Buyer and 
Buyer acknowledges and agrees that the Purchase Price is based upon the 
following disclosure relating to the Property:

      (a)   Seller has given Buyer notice of an exterior caulking issue 
of the Towle Building, costing approximately $90,000 to repair.  Seller 
shall have no obligations with respect to the exterior caulking of the 
Towle Building after the Closing Date.

      (b)   Seller has given Buyer a copy of the MPCA closure letter 
related to the underground storage tank that was removed at the Towle 
Building.  Seller shall have no obligations with respect to this issue 
after the Closing Date.

      (c)   In connection with the building of the age and use of the 
Improvements, there may be minor defects discovered by Buyer during the 
Inspection Period which shall not permit Buyer to renegotiate the 
Purchase Price.

      (d)   Seller has given Northern States Power Company a Promissory 
Note with an outstanding balance of approximately $23,000, the proceeds 
of which were used to install certain energy efficient light fixtures.  
This Note is payable in installments with the utility bills for the 
Property, which bills have been included as an operating expense of the 
Property for purposes of computing the operating expense reimbursements 
by the Tenants.  Such Note will be assumed by Buyer at Closing with no 
adjustment in the Purchase Price.

   ARTICLE VI

   REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF BUYER

   6.1   Representations and Warranties of Buyer.   Buyer represents, 
warrants, covenants, and agrees with Seller as of the Effective Date and 
as of the Closing Date, except where specific reference is made to 
another date or dates that:

      (a)   Buyer has the full right, power, and authority to purchase 
the Property from Seller as provided in this Contract and to carry out 
Buyer's obligations under this Contract, and all requisite action 
necessary to authorize Buyer to enter into this Contract and to carry 
out Buyer's obligations hereunder has been taken;

      (b)   Buyer shall rely solely on its own investigation in 
consummating this transaction and, except for express representations 
and warranties of Seller contained herein or as expressly stated herein 
to the contrary, Buyer has not relied on any representation, warranty or 
assurance, expressed or implied;

      (c)   Buyer shall promptly advise Seller in writing if Buyer's 
investigation of the Property reveals the presence of hazardous wastes 
or other environmental contamination (including asbestos), or facts that 
would cause a reasonable person to investigate further the possibility 
of such contamination.

      (d)   Within seven (7) days after the date hereof, Buyer and the 
Trust will deliver to Seller copies of Buyer's and the Trust's Annual 
Report on Form 10-K for the year ended December 31, 1995, Quarterly 
Reports on Form 10-Q for the fiscal quarters ended March 31, 1996 and 
June 30, 1996, as amended, and September 30, 1996, each as filed with 
the Securities and Exchange Commission (the "SEC") (collectively, the 
"Securities Filings").  As of their respective filing dates with the 
SEC, the Securities Filings complied as to form in all material respects 
with the applicable requirements of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), and the respective rules and 
regulations promulgated thereunder, and did not contain any untrue 
statement of material fact or omit to state a material fact required to 
be stated therein or necessary to make the statements therein, in light 
of the circumstances under which they were made, not misleading.  No 
event has occurred since the filing of Buyer's and the Trust's Quarterly 
Report on Form 10-Q for the fiscal quarter ended September 30, 1996 
which is required to be disclosed in a report filed either by Buyer or 
the Trust pursuant to Section 13(a) or 15(d) of the Exchange Act which 
has not been so disclosed.

      (e)   The Partnership Interests to be issued to Seller will be, 
when issued, duly authorized, validly issued, fully paid and non-
assessable.  The Shares to be issued upon exchange of the Partnership 
Interests will be, when issued, duly authorized, validly issued, fully 
paid and non-assessable, and no liability shall attach to Seller related 
thereto.
 
   6.2   Leasing.  Buyer agrees to retain CB Commercial to be its 
leasing agent for the Property through December 31, 1997, on 
commercially reasonable terms and conditions acceptable to Buyer.  Buyer 
and Seller agree to cooperate with each other in connection with 
approving New Leases for the Property.

    
   ARTICLE VII

   CONDITIONS PRECEDENT TO BUYER'S AND SELLER'S PERFORMANCE

   7.1   Performance of Buyer's Obligations.  Seller is not obligated to 
perform under this Contract unless:

      (a)   Buyer has performed all obligations and agreements 
performable by Buyer on or before Closing; 

      (b)   Buyer is simultaneously closing on the NWBC Contract and the 
SOBC Contract (unless the NWBC Contract was terminated by Seller in 
accordance with the terms thereof); 

      (c)   all representations and warranties of Buyer are true and 
correct in all material respects as of the Closing Date; and

      (d)   Buyer is simultaneously closing on, and performing at 
Closing all of its closing obligations under the agreements referenced 
in Section 3.3 whereby Buyer is to buy from Crosstown its Partnership 
Interest in Seller and from Apex its interest in the Contract.

   7.2   Performance of Seller's Obligations.  Buyer is not obligated to 
perform under this Contract unless:

      (a)   Seller has performed all obligations and agreements 
performable by Seller on or before Closing; 

      (b)   all representations and warranties of Seller are true and 
correct in all material respects as of the Closing Date; 

      (c)   as of the Closing, there have been no material adverse 
changes in the physical condition of the Project from the condition 
thereof as of the end of the Inspection Period; 

      (d)   no material default, vacation, termination, bankruptcy or 
other adverse material change in status has occurred with respect to any 
Tenant or Tenants representing an aggregate of more than 5% of the total 
net operating income with respect to the Property, as shown on the Rent 
Roll for the Property; and

      (e)   Crosstown and Apex are simultaneously closing on, and 
performing at Closing all of its closing obligations under, the 
agreements referenced in Section 3.3 whereby Crosstown is to sell to 
Buyer its partnership interest in Seller and whereby Apex is to sell its 
interest in the Contract to Buyer.

   
   ARTICLE VIII

   CLOSING

   8.1   Date and Place of Closing.  The Closing shall take place in the 
offices of the Title Company.  The Closing Date shall be March 20, 1997, 
unless an earlier date is agreed on in writing by Seller and Buyer.  

   8.2   Items to be Delivered at the Closing.   

      (a)   Seller.  At the Closing, Seller shall deliver or cause to be 
delivered to Buyer or the Title Company, the following items:

         (i)   the Title Policy, in the form specified by Section 4.5, 
with the cost thereof to be paid as provided in Section 4.5;

         (ii)   a Special Warranty Deed, duly executed and acknowledged 
by Seller, in substantially the form attached as Exhibit "B", subject to 
the Permitted Exceptions; 

         (iii)   the original Leases or, if original Leases are not in 
Seller's possession, copies thereof certified by Seller to be true and 
correct copies of original Lease;

         (iv)   duplicate originals of the Assignment and Assumption of 
Leases of substantially the form attached as Exhibit "C", duly executed 
and acknowledged by Seller;

         (v)   a Bill of Sale and Assignment and Assumption of 
Contracts, Bonds, Warranties and Guaranties in substantially the forms 
attached as Exhibits "D" and "F", respectively, fully executed and 
acknowledged by Seller;
   
         (vi)   a Non-Foreign Certification, in substantially the form 
attached as Exhibit "G", in compliance with Section 1445 of the Internal 
Revenue Code of 1986, as amended, and regulations promulgated 
thereunder, stating under penalty of perjury the Seller's United States 
identification number and that Seller is not a "foreign person" as 
defined in Section 1445, duly executed and acknowledged by Seller; 
provided, however that if Seller fails to deliver this affidavit, Buyer 
may withhold from the Purchase Price and pay to the Internal Revenue 
Service the amounts required by Section 1445, and regulations 
promulgated thereunder;

         (vii)   keys to all locks located in the Project that are in 
Seller's possession;

         (viii)   the Rent Roll, substantially in the form attached 
hereto as Exhibit "E", certified by Seller to its current actual 
knowledge through the Closing Date;

         (ix)   a Tenant Notice Letter in substantially the form 
attached as Exhibit "H" (the "Tenant Notice Letters") for each of the 
Tenants, duly executed by Seller;

         (x)   originals (or, if originals are not in Seller's 
possession, copies certified by Seller to be true and correct copies 
thereof) of all service contracts, plans, warranties, guaranties, and 
other contracts and agreements relating to the ownership and operation 
of the Project that, to its current actual knowledge, are in Seller's 
possession, but Seller shall not be obligated to deliver copies of the 
purchase agreement or closing documents relating to the purchase of the 
Property by Seller;
   
         (xi)   appropriate evidence of authorization, satisfactory to 
Buyer and the Title Company, in their reasonable discretion, for (A) the 
sale of the Property in accordance with this Contract, (B) the execution 
and delivery of this Contract on behalf of Seller, and (C) the 
consummation of the transactions contemplated by this Contract on behalf 
of Seller; 

         (xii)   a standard form seller's affidavit in form acceptable 
to the Title Company; 

         (xiii)   The Proxy Agreement, Investment Letter and 
Registration Rights Agreement substantially in the forms agreed upon 
pursuant to Section 3.5 and executed by Seller and Robert C. Lux, 
Stewart R. Stender, 330 Associates, Inc. and Apex Asset Management 
Corp.; 

         (xiv)   Seller's written agreement to indemnify and hold Buyer 
harmless of and from all liabilities, losses, damages, costs, expenses 
(including reasonable attorney's fees) that Buyer suffers or incurs by 
reason of any act or cause of action occurring or accruing prior to 
Closing Date and arising out of any act or failure to act of Seller's 
agents, representatives and employees relating to this Contract or to 
the Project;

         (xv)   an assignment to Buyer of the Note referred to in 
Section 5.6(d) hereof;

         (xvi)   an agreement among the partners of Seller whereby 
Seller is dissolved and the Partnership Interests are distributed to its 
partners; 

         (xvii)   an agreement terminating the Contract without any 
further payment to the Asset Manager; and
   
         (xvii)   other items reasonably requested by the Title Company 
as administrative requirements for consummating the Closing.
   
      (b)   Buyer.   At the Closing, Buyer shall deliver to Seller or 
the Title Company:

         (i)   the cash sum required by Section 3.3;

         (ii)   duplicate originals of the Assignment and Assumption of 
Leases, duly executed and acknowledged by Buyer;

         (iii)   duplicate originals of the Assignment and Assumption of 
Contracts, Bond, Warranties and Guaranties, duly executed by Buyer;

         (iv)   the Tenant Notice Letters, duly executed by Buyer;

         (v)   appropriate evidence of authorization, satisfactory to 
Seller and the Title Company, in their reasonable discretion, for (A) 
the purchase of the Property in accordance with this Contract, (B) the 
execution and delivery of this Contract on behalf of Buyer, and (C) the 
consummation of the transactions contemplated by this Contract on behalf 
of Buyer;

         (vi)   other items reasonably requested by the Title Company as 
administrative requirements for consummating the Closing; 

         (vii)   The Registration Rights Agreement substantially in the 
form agreed upon pursuant to Section 3.5 and executed by the Trust, and 
the Partnership Amendment substantially in the form agreed upon pursuant 
to Section 3.5 and executed by or on behalf of the Trust and the limited 
partners of Buyer;

         (viii)   Assumption of the Lender Loan Documents; 
 
         (ix)   Buyer's written agreement to indemnify and hold Seller 
harmless of and from all liabilities, losses, damages, costs, expenses 
(including reasonable attorney's fees) that Seller suffers or incurs by 
reason of any act or cause of action occurring or accruing on or after 
the Closing Date and arising out of any act or failure to act of Buyer's 
agents, representatives and employees relating to this Contract or to 
the Project;

         (x)   an agreement among the partners of Seller whereby Seller 
is dissolved and the Partnership Interests are distributed to its 
partners; 

         (xi)   an assumption by Buyer of the Note referred to in 
Section 5.6(d) hereof; and

         (xii)   an agreement terminating the Contract without any 
further payment to the Asset Manager.

   8.3   Adjustments at Closing.  The following items shall be adjusted 
or prorated between Seller and Buyer with respect to the Property:

      (a)   Ad valorem taxes and installments of special assessments 
(collectively, "Taxes") relating to the Property due and payable in the 
calendar year of Closing shall be prorated between Seller and Buyer as 
of Closing Date, with the Seller being responsible for the number of 
days in such calendar year of the Seller's ownership and Buyer being 
responsible for the number of days in such calendar year of the Buyer's 
ownership.

      If the actual amount of Taxes due and payable in the calendar year 
of Closing is not known or cannot be calculated based on tax rates and 
assessed values as of the Closing Date, the proration shall be based on 
the amount of Taxes due and payable with respect to the Property in the 
calendar year preceding the calendar year of Closing.  If the amount of 
actual Taxes due and payable in the calendar year in which the Closing 
takes place more or are less than the amount used to prorate for Taxes 
as of the Closing Date, then an adjustment for actual Taxes due shall be 
made after Closing within fifteen days after receipt of the property tax 
statements by Buyer.  Any amounts now or hereafter received by Buyer 
(net of costs and expenses incurred in connection with such protest) or 
Seller by reason of tax protests for real estate taxes due and payable 
with respect to periods prior to the Closing Date shall be the property 
of Seller, subject only to the rights of Tenants therein.

      (b)   Subject to the specific provisions of subsection (f) below, 
Rents (including Tenants' contributions for operating costs and taxes) 
actually paid to and received by Seller in collected funds before 
Closing with respect to the Project for the month in which Closing 
occurs shall be prorated as of Closing, with Seller to be charged and 
Buyer to be credited with their respective portions.  Rents payable with 
respect to the Project for the month in which Closing occurs which have 
not been paid to and received by Seller in collected funds before 
Closing shall be prorated as of Closing, but with no cash credit or 
debit provided at Closing.  Nothing in this subparagraph shall prohibit, 
limit, or restrict Seller from collecting or attempting to collect 
directly from any Tenant after Closing in any lawful manner, but 
excluding Seller's bringing a unlawful detainer action against a Tenant 
in connection with Seller's collection efforts, any rents delinquent at 
the time of Closing.  Rents received after Closing shall be applied 
first to current rents and rents that become delinquent after Closing 
and then to rents that are delinquent as of the Closing (with Seller's 
portion to be promptly paid by Buyer to Seller). 

      (c)   Seller shall pay over to Buyer and shall deliver to Buyer an 
accounting for the following: unforfeited deposits paid by Tenants, 
including all rental, security, utility, key, damage, and other 
deposits; prepaid rents paid to Seller by the Tenants for periods 
subsequent to the Closing Date; and any other money held by Seller for 
the account of the Tenants.

      (d)   All insurance policies and property management and leasing 
agreements shall be terminated as of the Closing and there shall be no 
prorations as to these items.

      (e)   All other income and ordinary operating expenses of the 
Property (other than for public utilities, for which each party shall 
deal directly with the service provider), including maintenance, 
management, and other service charges, and all other normal operating 
charges with respect to the Project shall be prorated effective at 
Closing based on reasonable estimates of such operating expenses, and 
appropriate cash adjustments shall be made by Buyer and Seller at 
Closing.

      (f)   With respect to amounts paid or payable by Tenants under the 
Leases pursuant to provisions relating to escalations or pass-throughs 
of operating expenses and real estate taxes ("Additional Rents"), Seller 
shall provide to Buyer at closing a certified statement itemizing by 
Tenant the amount of Additional Rents collected from such Tenant and a 
computation of the actual Additional Rents due from such Tenant for the 
period from January 1, 1997 (or, if such Tenant pays Additional Rents on 
other than a calendar year basis, from the commencement of the fiscal 
year on which such Tenant pays Additional Rents) through the last day of 
the month prior to the month in which Closing occurs (the "Additional 
Rent Statement").  Promptly after Closing, but in no event more than 
thirty (30) days after Closing, Seller shall provide a final certified 
Additional Rent Statement updating the statement previously provided 
through the date of Closing.  At the time each such Additional Rent 
Statement is provided, Seller shall also provide to Buyer the supporting 
data upon which such Additional Rent Statement is based.  As soon as 
practical after Closing, Seller shall attempt to reconcile with the 
Tenants for the period prior to Closing.

      If the final Additional Rent Statement shows that Seller has over 
collected the Additional Rents due from the Tenants under the Leases in 
force (including month to month and other holdover or extension 
arrangements with such Tenants) at the Closing, Seller shall pay to 
Buyer the amount of such over collected Additional Rents at the time the 
final Additional Rent Statement is provided to Buyer.  If the final 
Additional Rent Statement shows that Seller has under collected the 
Additional Rents due from the Tenants under the Leases in force at the 
Closing, Buyer shall make appropriate adjustments to the monthly amounts 
payable by such Tenants and shall invoice such under collected amounts 
to such Tenants as part of Buyer's year end billing to reconcile 
estimated Additional Rents to actual amounts received from each such 
Tenant.  Buyer shall pay to Seller such uncollected amounts as, if and 
when received by Buyer.  Buyer shall use reasonable efforts to collect 
such amounts due and shall be entitled to recover the cost of 
collections incurred in connection with such efforts (apportioned 
proportionately between the amounts due to Seller and to Buyer) other 
than Buyer's administrative and overhead costs in billing and collection 
in connection with normal operations at the Property.  The foregoing 
notwithstanding, Buyer shall have no liability to Seller for any 
uncollected amounts and shall not be required to commence any legal 
action to collect any such amounts.

   Notwithstanding Seller's provision to Buyer of the final certified 
Additional Rent Statement and the payment if any, of over collected 
amounts at the time of the provision of such statement, Seller shall 
remain obligated to refund to any Tenant any additional amounts finally 
determined to have been overcollected from such Tenant with respect to 
the period prior to Closing by an independent arbitral or judicial 
authority.

   With respect to Additional Rents due to Seller from Tenants not in 
occupancy as of the date of Closing, Seller shall retain all rights 
relating thereto and all amounts collected by Seller relating thereto 
shall be retained by Seller.

   As between Seller and Buyer, Additional Rents shall be allocated and 
apportioned over the period with regard to which operating expenses or 
real estate taxes are incurred, notwithstanding the date on which such 
Additional Rents become payable.

   The provisions of this subsection (f) shall survive Closing.

      (g)   Buyer shall be entitled to a credit against the Purchase 
Price as provided in Sections 4.4 and 5.2(d) hereof.

   8.4   Possession and Closing.  Possession of the Property shall be 
delivered to Buyer by Seller at the Closing, subject to the rights of 
the Tenants.  Buyer shall make its own arrangements for the provision of 
public utilities to the Project and Seller shall terminate its contracts 
with such utility companies that provide services to the Project.

   8.5   Costs of Closing.  Each party is responsible for paying the 
legal fees of its counsel in negotiating, preparing, and closing the 
transaction contemplated by this Contract.  Seller shall be responsible 
for paying the state deed tax (if any) due upon recording of the Special 
Warranty Deed and Buyer shall be responsible for paying the recording 
fees for such deed.  Any other expense not specifically allocated herein 
shall be allocated between the parties in the customary manner for 
closings of real property similar to the Property in the geographic area 
in which the Property is located.


   ARTICLE IX

   DEFAULTS AND REMEDIES

   9.1   Seller's Defaults; Buyer's Remedies.  In addition to Buyer's 
remedy for the breaches described in Section 5.3 hereof, if Seller is in 
default hereunder after expiration of any applicable cure period 
provided herein, Buyer may, at Buyer's sole option, do any of the 
following, as Buyer's sole and exclusive remedies:

      (a)   Terminate this Contract by giving written notice to Seller 
on or before the Closing Date, in which event the Earnest Money Deposit 
shall be returned to Buyer; or

      (b)   If the default is Seller's failure to cure Objections, cure 
the Objections not cured by Seller at Closing (thereby waiving any 
further recourse against Seller by reason thereof) and reduce the 
Purchase Price only to the extent of up to the first $50,000 (in the 
aggregate) of the cost of curing any Material Objections and the full 
amount of the cost of discharging any Liens, to the extent paid by Buyer 
and not by Seller pursuant to Section 4.4 hereof, and proceed to 
consummate this transaction in accordance with this Contract, or

      (c)   Enforce specific performance of this Contract. 

   9.2   Buyer's Default; Seller's Remedies.  If Buyer is in default 
under this Contract or under the SOBC Contract or the NWBC Contract, and 
such default continues for ten (10) days after written notice thereof 
from Seller to Buyer, Seller may, as Seller's sole and exclusive remedy, 
terminate this Contract and receive the Earnest Money Deposit from the 
Title Company.

   9.3   Payment of Earnest Money Deposit.  Upon the termination of this 
Contract by reason of a default by Buyer hereunder and expiration of any 
applicable cure period provided herein, the Earnest Money Deposit shall 
forthwith be tendered by the Title Company to Seller.  If the Earnest 
Money Deposit may be properly delivered to Seller under this Section 
9.3, then Buyer shall, promptly on written request from Seller, execute 
and deliver any documents necessary to cause the Title Company to 
deliver the Earnest Money Deposit to Seller.

   9.4   Waiver of Claims.  As a further material inducement to Seller 
to enter into this Contract and the transactions contemplated herein, 
Buyer represents and warrants to Seller that Buyer is acquiring the 
Property for commercial or business use, has knowledge and experience in 
financial and business matters that enable Buyer to evaluate the merits 
and risks of the transaction herein contemplated, has bargained for and 
obtained a Purchase Price and other terms under this Contract which make 
the acceptance of a contract which substantially limits its recourse 
against the Seller acceptable and has been and will continue to be 
represented by counsel in connection with the transactions contemplated 
herein.

   9.5   Statutory Cancellation.  The parties agree that if Seller 
commences a statutory cancellation of this Agreement by reason of 
Buyer's default, the Buyer's cure period shall be limited to thirty (30) 
days.

   9.6   Crosstown/Apex Default.  If Crosstown or Apex default under 
their respective agreements with Buyer contemplated under subsection 
(ii) and (iii) of Section 3.3 of this Agreement, including a failure by 
Crosstown or Apex to perform at Closing, and Buyer notifies Seller that 
it has decided not to seek specific performance of Crosstown's or Apex's 
performance, as applicable, or that such specific performance is not 
available, then Buyer or Seller shall have the right to terminate this 
Agreement by giving written notice to the other party on or before 
Closing, in which event the Earnest Money shall be returned to Buyer and 
Buyer and Seller shall have no further obligations, one to the other, 
with respect to the subject matter of this Contract (except under 
Section 4.7) except that Seller shall reimburse Buyer for all reasonable 
out-of-pocket costs and expenses incurred by Buyer in connection with 
this Agreement and with the Property, including, but not limited to, 
title company charges, engineering fees, environmental consultant's 
fees, architect's fees, legal fees (including the cost of pursuing such 
specific performance) and other similar charges.

   ARTICLE X

   BROKERAGE COMMISSIONS

   10.1   Amount.  Seller shall pay a real estate brokerage commission 
to Tom Holtz of CB Commercial (the "Seller's Broker") in the amount of 
2.25% of the Purchase Price for Broker's services in connection with 
this transaction, if, as and when Closing occurs and Seller conveys the 
Property to Buyer.

   Seller's obligation to pay such commission is totally contingent upon 
the consummation of the Closing and the payment to Seller of the 
Purchase Price and shall not be payable if Closing and such payment 
shall not occur for any reason, including Seller's default.  Seller's 
Broker may divide its commission with other licensed real estate 
brokers, agents, or salespersons, but Seller's only obligation to pay a 
commission with respect to the Property, regardless of the nature or 
extent of Seller's contact with any other broker or salesman is to 
Seller's Broker pursuant to this Contract.  Notwithstanding the 
foregoing, Seller may, at its option, require the Buyer to pay the 
Seller's Broker in which event the Purchase Price shall be reduced by 
the amount of such payment.  Buyer shall be responsible to pay the 
commission or fee due to Tim Leary & David Ryder of CB Commercial 
("Buyer's Broker") in connection with this Contract Buyer's Broker shall 
have no right to share in the commission payable by Seller to Seller's 
Broker.  Buyer's obligation to pay such commission is totally contingent 
upon the consummation of the Closing and the payment to Seller of the 
Purchase Price and shall not be payable if Closing and such payment 
shall not occur for any reason, including Buyer's default.

     10.2   Indemnity.  Seller represents and warrants to Buyer that 
Seller has not contacted or entered into any agreement with any real 
estate broker, agent, finder, or any other party in connection with this 
transaction, other than as identified in Section 10.1 and that Seller 
has not taken any action that would result in any real estate broker's, 
finder's, or other fees or commissions being due to any other party with 
respect to this transaction.  Seller acknowledges and agrees that Buyer 
shall have no obligation to pay any commission by reason of the purchase 
and sale contemplated hereby to Seller's Broker and that any commission 
payable to any such persons or entities by reason of the purchase and 
sale contemplated hereby shall be paid by Seller; such agreement shall 
not create any obligation by Seller to such person or entity absent a 
written agreement with Seller to such effect.  Buyer represents and 
warrants to Seller that Buyer has not contacted or entered into any 
agreement with any real estate broker, agent, finder, or other party in 
connection with this transaction, other than as identified in Section 
10.1 and that Buyer has not taken any action that would result in any 
real estate broker's, finder's, or other fees or commissions being due 
to any other party with respect to this transaction.  Buyer acknowledges 
and agrees that Seller shall have no obligation to pay any commission by 
reason of the purchase and sale anticipated hereby to Buyer's Broker.  
Each party hereby indemnifies and agrees to hold the other party 
harmless from any loss, liability, damage, cost, or expense (including, 
but not limited to, reasonable attorney's fees) resulting to the other 
party from a breach of the representation and warranty made by such 
party herein.  The indemnities set forth in this Section 10.2 shall 
survive the Closing.

   ARTICLE XI

   MISCELLANEOUS

     11.1   Notices.  All notices, demands, requests, and other 
communications given with respect to the subject matter of this Contract 
shall be in writing, and shall be deemed to be delivered (a) on receipt 
if delivered by hand delivery, (b) on receipt if faxed to the number 
provided below (provided that a copy of such fax is also sent by U.S. 
mail or by recognized overnight courier service) or (c) when delivered 
to a recognized overnight courier service, or whether actually received 
or not, if addressed as provided below: 

If to Seller:  c/o Apex Asset Management Corporation
               600 South Highway 169, Suite 1970
               Minneapolis MN 55426
               Attn:  Stewart R. Stender
               Fax No: 612-545-1510

   Copies to:  Fabyanske, Svoboda, Westra & Hart
               1100 Kinnard Financial Center
               920 Second Avenue South
               Minneapolis MN 55402
               Attn:  Mark W. Westra
               Fax No: 612-338-3857

If to Buyer:   Liberty Property Limited Partnership
               65 Valley Stream Parkway
               Great Valley Corporate Center
               Malvern, PA 19355
               Attn:  John Gattuso
               Fax No: 610-644-4129
               Phone No: 610-648-1754

With a copy to:Liberty Property Limited Partnership
               65 Valley Stream Parkway
               Great Valley Corporate Center
               Malvern, PA 19355
               Attention:  Anne Sheppard
               Fax No: 610-644-4129
               Phone No: 610-648-1700


   Copies to:  Dorsey & Whitney
               220 South Sixth Street
               Suite 2200
               Minneapolis MN 55402
               Attention:  Jeffrey Benson
               Phone No: 612-340-2757
               Fax No: 612-340-7800

     11.2   Governing Law.  This Contract is being executed and 
delivered, and is intended to be performed, in the State of Minnesota, 
and the laws of Minnesota shall govern the validity, construction, 
enforcement, and interpretation of this Contract, unless otherwise 
specified herein.  This Contract is performable in, and the exclusive 
venue for any action brought with respect hereto shall lie in, Hennepin 
County, Minnesota.

     11.3   Entirety and Amendments.  This Contract embodies the entire 
agreement between the parties and supersedes all prior agreements and 
understandings, if any, relating to the Property, including any letter 
of intent executed relating to the Property, and may be amended or 
supplemented only by an instrument in writing executed by the party 
against whom enforcement is sought.

     11.4   Parties Bound.  This Contract is binding on and inures to 
the benefit of Seller and Buyer, and their respective heirs, executors, 
administrators, successors, and assigns.

     11.5   Further Acts.  In addition to the acts and deeds recited in 
this Contract and contemplated to be performed, executed, and/or 
delivered under this Contract, Seller and Buyer agree to perform, 
execute, and/or deliver or cause to be performed, executed, and/or 
delivered at the Closing of after the Closing all further acts, deeds, 
and assurances reasonably necessary to consummate the transactions 
contemplated hereby.

     11.6   Condition of the Property.  EXCEPT FOR ANY REPRESENTATIONS 
AND WARRANTIES OF SELLER PROVIDED HEREIN, BUYER ACKNOWLEDGES AND AGREES 
THAT THE PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO BUYER "AS IS, 
WHERE IS, AND WITH ALL FAULTS", AND THAT, EXCEPT FOR ANY EXPRESS 
REPRESENTATIONS AND WARRANTIES OF SELLER PROVIDED HEREIN, SELLER DOES 
NOT WARRANT OR MAKE ANY REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THE 
MERCHANTABILITY, QUANTITY, QUALITY, CONDITION, SUITABILITY OR FITNESS 
FOR ANY PURPOSE WHATSOEVER OF THE PROPERTY AND HAS NO OBLIGATION 
WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS, OR OTHER WORK OF ANY 
KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY.

EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER PROVIDED 
HEREIN, BUYER AGREES THAT IN THE EVENT OF ANY SUCH CONSTRUCTION DEFECTS, 
ERRORS, OMISSIONS OR ON ACCOUNT OF ANY OTHER CONDITIONS AFFECTING THE 
PROPERTY, BUYER SHALL LOOK SOLELY TO SELLER'S PREDECESSORS OR TO SUCH 
CONTRACTORS AND CONSULTANTS AS MAY HAVE CONTRACTED FOR WORK IN 
CONNECTION WITH THE PROPERTY FOR ANY REDRESS OR RELIEF.  EXCEPT FOR ANY 
REPRESENTATIONS AND WARRANTIES OF SELLER PROVIDED HEREIN, UPON THE 
ASSIGNMENT BY SELLER OR ITS CLAIMS, BUYER RELEASES SELLER OF ALL RIGHTS, 
EXPRESS OR IMPLIED, BUYER MAY HAVE AGAINST SELLER ARISING OUT OF OR 
RESULTING FROM ANY ERRORS, OMISSIONS OR DEFECTS IN THE PROPERTY. 

SUBJECT TO THE DELIVERY BY SELLER OF THE INFORMATION DESCRIBED IN 
SECTION 5.2(a) HEREOF, TO THE EXTENT IN SELLER'S, SELLER'S PARTNERS OR 
THE PROPERTY MANAGER'S POSSESSION, BUYER ALSO ACKNOWLEDGES AND AGREES 
THAT THE PROVISIONS IN THIS CONTRACT FOR INSPECTION AND INVESTIGATION OF 
THE PROPERTY ARE ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN 
DETERMINATION WITH RESPECT TO THE MERCHANTABILITY, QUANTITY, QUALITY, 
CONDITION, AND SUITABILITY OR FITNESS FOR ANY PURPOSE OF THE PROPERTY, 
INCLUDING, WITHOUT LIMITATION, ITS COMPLIANCE WITH APPLICABLE 
ENVIRONMENTAL LAWS.

     11.7   Time of the Essence.  It is agreed by Seller and Buyer that 
time is of the essence with respect to this Contract.

     11.8   Exhibits.  The Exhibits referred to in, and attached to, 
this Contract are incorporated in and made a part of this Contract for 
all purposes.

     11.9   Risk of Loss.  Seller shall promptly notify Buyer of any 
fire or other casualty affecting the Project or of any actual or 
threatened (to the extent that Seller has current actual knowledge 
thereof) taking or condemnation of all or any portion of the Project.  
If between the Effective Date of the Contract and the Closing Date, 
there occurs:

      (a)   damage to the Project caused by fire or other casualty that 
would cost $500,000 or more to repair or would be likely to result in 
Buyer's judgment, in the loss of any Tenant or Tenants representing an 
aggregate of more than 5% of the total net operating income with respect 
to the Property; or

      (b)   the taking or condemnation of all or a portion of the 
Project that would materially interfere with the present use of the 
Project or if any taking or condemnation occurs for which Buyer does not 
approve the amount of the condemnation award;

then, Buyer may terminate this Contract by giving written notice to 
Seller within ten (10) Business Days after Buyer has received notice 
from Seller.  If Buyer does not so timely elect to terminate this 
Contract, then the Closing shall take place as provided herein and there 
shall be assigned to Buyer at the Closing all interest of Seller in and 
to any insurance proceeds (and Seller shall pay to Buyer the amount of 
any deductible) or condemnation awards payable to Seller on account of 
that event, less sums that Seller incurs before the Closing to repair 
any of the damage.  

If between the Effective Date of the Contract and the Closing Date, 
there occurs:

      (c)   damage to the Project caused by fire or other casualty that 
would cost less than $500,000 to repair or would be likely to result, in 
Buyer's judgment, in the loss of any Tenant or Tenants representing an 
aggregate of less than 5% of the total net operating income with respect 
to the Property; or

      (d)   the taking or condemnation of all or a portion of the 
Project that would not materially interfere with the present use of the 
Project and Buyer approves of the condemnation award;

then, Buyer may not terminate this Contract and there shall be assigned 
to Buyer at the Closing all interest of Seller in and to insurance 
proceeds (and Seller shall pay to Buyer the amount of any deductible) or 
condemnation awards payable to Seller on account of that event, less 
sums that Seller incurs before the Closing to repair any of the damage.

   The provisions of the Section 11.9 shall survive Closing.

     11.10   Assignment.  This Agreement shall apply to, inure to the 
benefit of and be binding upon and enforceable against the parties 
hereto and their respective successors and assigns.  No such assignment 
will release Buyer from any of its obligations hereunder.

     11.11   Attorney's Fees.  If either party hereto employs an 
attorney to enforce or defend its rights hereunder, the prevailing party 
shall be entitled to recover its reasonable attorney's fees.

     11.12   Non-Disclosure; Non-Recordation.  Neither party shall make 
public disclosure with respect to this transaction before the Closing 
except:

      (a)   as may be required by law, including without limitation 
disclosures required under securities laws; and

      (b)   to such lenders, attorneys, accountants, partners, 
directors, officers, employees and representatives of either party or of 
such party's advisors who need to know such information for the purpose 
of evaluating and consummating the transaction, including the financing 
of the transaction; and

      (c)   to present or prospective sources of financing.

Neither this Contract, nor a memorandum hereof, shall be recorded in any 
public records.

     11.13   Enforceability.  If a provision of this Contract is held to 
be illegal, invalid, or unenforceable under present or future laws 
effective during this Contract, the legality, validity, and 
enforceability of the remaining provisions of this Contract shall not be 
affected thereby, and in lieu of each illegal, invalid or unenforceable 
provision there shall be added automatically as a part of this Contract 
a provision as similar in terms to such illegal, invalid, or 
unenforceable provision as may be possible and be legal, valid, and 
enforceable.

     11.14   Business Day.  Notwithstanding any other provision herein, 
if the Closing Date or the expiration of the Inspection Period, Title 
Review Period or Cure Period occurs on a day that is not a Business Day, 
then the Closing Date or the expiration date for such period shall be 
extended to 4:00 p.m. on the first Business Day following that date.

     11.15   Expiration of Offer.  If a fully-executed counterpart of 
this Contract is not received by Seller and Title Company on or before 
January 24, 1997, as indicated below, the offer contained in this 
Contract shall be null and void.

   11.16   Counterpart Signatures.  This Contract may be executed in any 
number of counterparts, which, when assembled and taken together, is to 
be regarded as a single agreement. 

   11.17   Liability of Seller.   Notwithstanding anything herein to the 
contrary, and notwithstanding Buyer's purchase of the limited 
partnership interest of Crosstown in Seller at Closing,

      a.   Buyer shall have no liability hereunder as a partner in 
Seller after Closing, nor shall Buyer be subject to any claims of 
contribution or indemnification from the other partners in Seller for 
any claim made by Buyer against Seller hereunder or under the closing 
documents executed by Seller hereunder; 

      b.   Buyer's rights and obligations against Seller shall not be 
affected or impaired in any manner by Buyer's acquisition of the 
partnership interests of Crosstown in Seller; and

      c.   The current partners in Seller (330 Associates, Inc., Robert 
C. Lux, Stewart R. Stender and Crosstown), and not Buyer, shall be 
liable for the obligations of Seller hereunder, if and to the extent 
such partners have liability therefor under applicable law, but the 
current limited partners are not, by this Section 11.17, agreeing to 
assume any personal liability for the obligations of Seller hereunder.



   SIGNATURE PAGE FOR CONTRACT OF SALE - 330



   EXECUTED by Buyer on the            day of January, 1997.

                          BUYER:   

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust, 
                               its sole general partner


                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


                          And

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 



        EXECUTED by Seller on      day of January, 1997.

                          SELLER:
               
                          330 ASSOCIATES LIMITED PARTNERSHIP, 
                          a Minnesota limited partnership


                          By:   330 Associates, Inc.,
                                a Minnesota corporation,
                                its general partner


                          By:
                                ------------------------------ 
                          Its:
                                ------------------------------ 



JOINDER OF SELLER'S PARTNERS


The undersigned partners in Seller agree that the Partnership Interests 
in Buyer acquired pursuant hereto shall be pledged as security for the 
performance of the obligations, duties and liabilities of Seller, 
Crosstown and Apex that survive Closing, provided however, that if no 
action is commenced with regard to an alleged breach in the performance 
of said obligations, duties and liabilities of Seller, Crosstown and 
Apex that survive Closing within one (1) year after Closing, such 
Partnership Interest shall thereafter be free and clear of any such 
pledge.  The undersigned further acknowledge and agree to the limitation 
on the liability and contribution right of Buyer as provided in Section 
11.17.  The undersigned partners in Seller agree to execute and/or 
deliver such instruments as Buyer may reasonably request to perfect such 
pledge.

   Dated:  January __, 1997


                          ------------------------------ 
                          Stewart R. Stender


                          ------------------------------ 
                          Robert C. Lux

      
                          330 ASSOCIATES, INC.

                          By:
                              ------------------------------ 
                          Its:
                              ------------------------------ 




JOINDER OF BROKERS


Brokers have executed this Contract solely for the purposes of 
evidencing its agreement to the terms of Section 10.1 of this Contract. 
No consent by Brokers shall be required to amend any other term of this 
Contract.


Date executed:  January __, 1997         

                          CB COMMERCIAL     

                          By: 
                                 ------------------------------ 
                          Name:  Tom Holtz
                          Title:
                                 ------------------------------ 


                          By:    
                                 ------------------------------ 
                          Name:  Jim Leary
                          Title:
                                 ------------------------------ 


                          By:
                                 ------------------------------ 
                          Name:  David Ryder
                          Title:
                                 ------------------------------ 
                     



   JOINDER OF TITLE COMPANY



   The undersigned has received a counterpart of this Contract, fully 
executed by Seller and Buyer, on the        day of January, 1997




                          COMMONWEALTH LAND TITLE INSURANCE COMPANY


                          By:
                                  ------------------------------ 
                          Name:
                                  ------------------------------ 
                          Title:
                                  ------------------------------ 

 


EXHIBIT 10.5

                              AMENDMENT 
                                  TO
                           CONTRACT OF SALE
                                 330



This Amendment (the "Amendment") dated as of the __ day of March, 1997, 
is made and entered into by and between 330 ASSOCIATES LIMITED 
PARTNERSHIP, a Minnesota limited partnership ("Seller") and LIBERTY 
PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership or its 
permitted assigns ("Buyer").

                              WITNESSETH


WHEREAS, Seller and Buyer entered into that Contract of Sale dated 
January 22, 1997, as amended by Amendment No. 1 thereto dated January 31, 
1997 and by letter agreements dated March 7, 1997 and March 13, 1997 (the 
"Contract") with regard to certain property owned by Seller in Hennepin 
County, Minnesota; and

WHEREAS, Seller and Buyer have agreed to amend the Contract in order to 
evidence their agreement to certain changes to the Contract, as provided 
hereinafter; and

NOW, THEREFORE, in consideration of the foregoing recitals and for other 
good and valuable consideration, the receipt and sufficiency of which is 
hereby acknowledged, the parties hereto agree as follows:

1.     Defined Terms.  Unless the context otherwise indicates or unless 
otherwise defined herein, capitalized terms used herein shall have the 
meanings set forth in the Contract.  As used in this Amendment, the 
following terms have the meanings indicated:

        a.   "Net Effective Rent" means the average Triple Net Rent, 
minus Transaction Costs relating to the applicable New Lease or Renewal 
Lease amortized over the primary term of such New or Renewal Lease with 
interest at the rate of 10% per annum.

        b.   "Triple Net Rent" means annual gross rent per square foot 
minus $9.01 per square foot for the operating expenses of the 
Improvements.

        c.   "Transaction Costs" as to any New Lease or Renewal Lease 
means all costs paid by Buyer in connection therewith including, but not 
limited to, costs for tenant improvements, attorneys' fees, external and 
internal commissions, space planning and other lease incentives provided 
to the applicable tenant in connection with a New Lease or a Renewal 
Lease.

2.     Amendments.

        a.   Section 3.1 of the Agreement is hereby amended in its 
entirety to read as follows:  

             "3.1   Purchase Price.  The Purchase Price (herein so 
called) to be paid by Buyer to Seller is THIRTEEN MILLION SEVEN HUNDRED 
THIRTY THOUSAND no/100ths U.S. Dollars ($13,730,000.00), reduced by 
obligations assumed and the amounts paid by Buyer pursuant to Section 
3.3(i) through (v) below and subject to adjustment as provided below.

             Buyer agrees to pay to Seller, as an additional Purchase 
Price, the Earn Out Amount, as defined below, in connection with the new 
leases of vacant (or to become vacant) leasable areas of the Improvements 
entered into on or before December 31, 1997 ("New Leases") and the 
renewal or extension of existing leases effectively exercised or entered 
into on or before December 31, 1997 (provided, however, that no Earn Out 
Amount shall be payable with respect to any renewal or extension of an 
existing lease pursuant to a renewal or extension option contained 
therein and exercised by such tenant more than one year in advance of the 
applicable exercise date in such lease) ("Renewal Leases").  The Earn Out 
Amount will be payable on January 15, 1998 as to such amount thereof to 
which Seller has qualified on or after the Closing Date through December 
31, 1997.

             The Earn Out Amount shall be equal to the lesser of (a) 
$2,000,000, or (b)(i) the amount of Net Operating Income, as defined 
below, as of December 31, 1997, in excess of $1,466,000, multiplied by 
(ii) $7.69. 

             The parties agree that the annual Net Operating Income from 
the Leases existing on the date hereof, including the rent payable with 
respect to the Renewal Leases with Guaranty Title and IBEW and the rent 
payable with respect to the New Leases with DEA and OHA, but not 
including the rent payable with respect to the U.S. Bankruptcy Court 
Lease, is $1,307,000.  Seller acknowledges that no Earn Out Amount will 
be payable with respect to the first $159,000 net increase in annual Net 
Operating Income over the $1,307,000 annual Net Operating Income as of 
the date hereof.

             Net Operating Income as of December 31, 1997 shall be the 
sum of 

             (i) $1,307,000;

             plus (ii) the average annual Net Effective Rent payable over 
the primary term of each New Lease;

             plus (iii) with respect to any Renewal Lease, (a) the 
average annual Net Effective Rent payable over the renewal or extended 
term to the extent in excess of the Triple Net Rent payable by such 
tenant over the immediately preceding twelve months; 
 
             less (iv) the Triple Net Rent payable over the immediately 
preceding twelve months pursuant to the terms of any (i) Lease which has 
been terminated or the terms of which have expired as of such date, or 
(ii) any Lease in existence on December 31, 1997 which is being replaced 
in whole or in part by any New Lease or Renewal Lease, it being the 
intent of the parties that the Earn Out Amount be paid on the net 
increase in Net Operating Income (after the initial threshold of 
$1,466,000 is met) resulting from such New Lease or Renewal Lease, but no 
reduction will be made by reason of the expiration of the Lease as to the 
U.S. Bankruptcy Court.  

             For the purpose of determining the Net Effective Rent 
payable with respect to any New Lease, any Renewal Lease or any expired 
or terminated Lease which is based on an annual gross rent, the annual 
gross rent will be converted to Triple Net Rent by subtracting $9.01 per 
square foot for the operating expenses of the Improvements.  

             The calculation of Earn Out Amount will be based on the 
Leases in existence on December 31, 1997, without respect to whether the 
tenant under any New Lease or any Renewal Lease has taken occupancy of 
its premises or commenced payment of rent or whether any other conditions 
of the effectiveness of such Lease remains unsatisfied.  The foregoing 
notwithstanding, if any New Lease or Renewal Lease is signed on or before 
December 31, 1997 and if the tenant is not bound with respect to such New 
Lease or Renewal Lease unless and until certain conditions and 
contingencies in favor of the tenant (and outside of Landlord's control) 
are met, any Earn Out Amount that would otherwise be payable with respect 
to such Lease or Renewal Lease shall not be payable unless and until such 
time as all such contingencies and conditions have been fulfilled or 
removed.

             As part of the approval by Buyer of each New Lease and each 
Renewal Lease and upon the expiration or termination of any Lease, Buyer 
and Seller shall agree as to the effect such occurrence shall have on the 
calculation of Net Operating Income and the Earn Out Amount.

             Notwithstanding anything herein, a New Lease or a Renewal 
Lease must have a minimum primary term of three (3) years from and after 
the effective date thereof in order for the increase to be included in 
the calculation of the Earn Out Amount.

For Example:

A ten (10) year lease for 10,000 square feet at 23.00 p.s.f. average 
gross rent with operating expenses of $9.01 p.s.f. and transaction costs 
of $10.00 p.s.f. would increase Net Operating Income and generate an Earn 
Out Amount (to the extent the $1,466,000 Net Operating Income threshold 
has been exceeded) as follows: 

Triple Net Rent                 =   $23.00 p.s.f. - $9.01 p.s.f.
Calculation                     =   $13.99 p.s.f.

Net Effective Rent Calculation  =   $13.99 p.s.f.(average triple net rent 
                                    over primary term)
                                =   $1.59 p.s.f.(amortized transaction 
                                    costs)
                                =   $12.40 p.s.f.

Earn Out                        =   $12.40 p.s.f. x $7.69 p.s.f.
                                =   $95.36 p.s.f. x 10,000 s.f.
                                =   $953,560

        b.   Section 3.3, through 3.3(v), of the Contract is hereby 
amended to read as follows:

             "At Closing the following shall occur:

             (i)  Buyer will assume and pay to First Bank National 
Association ("Lender"), the outstanding principal balance of that 
Amendment and Restatement of Promissory Note dated March 29, 1996, in the 
original principal amount of $4,950,000, together with all interest and 
all other amounts due to Lender in connection therewith, as shown on a 
payoff letter from Lender;

             (ii)  Buyer will purchase the partnership interest in Seller 
of Crosstown Asset Corp. I., a Delaware corporation ("Crosstown") for 
$5,750,664.35;

             (iii)  Buyer will acquire, by contribution, the interest of 
Apex Asset Management Corporation ("Apex") in that certain Asset 
Management Agreement, dated April 13, 1994 (the "Contract") for 85,051 in 
Partnership Interests, it being understood and agreed that effective at 
Closing, Apex relinquishes all rights to any Earn Out Amount payable 
after Closing;

             (iv)  Buyer will pay adjusted costs (including the closing 
costs) shown on the attachment to the Closing Statement in the amount of 
$454,234.55;

             (v)  Buyer shall issue to Seller 257,324 partnership 
interests in Buyer (the "Partnership Interests"), with each Partnership 
Interest valued at the lesser of (a) the Average Share Price as of the 
Closing Date, or (b) $25, and with the number of Partnership Interests 
rounded to the nearest whole number."

        c.   Notwithstanding the second paragraph following Section 
3.3(v) of the Purchase Agreement, 330 Associates Inc., Lux and Stender 
may elect, by notice to Buyer on or before January 8, 1998, to be paid 
their proportionate share of the Earn Out Amount in Partnership Interests 
(valued at the lesser of (a) the Average Share Price as of December 31, 
1997 or (b) $25, and with the number of Partnership Interests rounded to 
the nearest whole number.)  No Partnership Interests shall be distributed 
to Crosstown in connection with such Earn Out Amount, it being the intent 
of the parties that the recipients of such Interests be limited to Robert 
Lux, Stewart Stender and 330 Associates, Inc.

        d.   Section 3.5(f)(iii) of the Contract and the Registration 
Rights Agreement previously approved by Buyer and Seller is hereby 
amended to increase the permitted weekly trading by Seller from 10% to 
20% of the average weekly trading volume for the Shares.

        e.   Towle Financial has delivered to Buyer an estoppel 
certificate indicating certain problems with the HVAC system.  Seller 
agrees that Buyer may offset any costs Buyer incurs to satisfy such 
problem, up to an aggregate sum of $10,000, against any Earn Out Amount 
due to Seller on January 15, 1998. Seller shall have no other obligation 
to Buyer with respect to this issue.

        f.   Buyer's environmental report disclosed that there is certain 
asbestos containing materials used in insulating pipejoints in the 
Building.  Prior to Closing, Seller shall remove the asbestos containing 
materials disclosed in such report in compliance with all applicable laws 
and regulations and deliver an inspection report from Nova Environmental 
that such work has been completed in compliance with all applicable laws 
and regulations, at Seller's cost.  Seller shall have no other obligation 
to Buyer with respect to this issue.

        g.   The Purchase Price reflects a $20,000 adjustment by reason 
of issues raised by Buyer relating to the condition of the cooling tower.  
Seller shall have no other obligation to Buyer with respect to this 
issue.

h.Subject to the terms of this Amendment, Buyer has accepted the 
condition of the Property pursuant to Section 4.6 of the Contract.

        i.   The following provision is hereby added to Section 6.2 of 
the Contract.  Buyer shall have the right to withhold approval of any 
leasing transaction that (i) has Transaction Costs in excess of $3.00 per 
rentable square foot per lease year, (ii) involves a tenant whose credit 
is unacceptable to Buyer in Buyer's reasonable judgment, (iii) has a use 
that is not compatible, in Buyer's reasonable judgment, with the 
structure or the other tenants or occupants of the Improvements; or (iv) 
would require Buyer to relocate offices at the Improvements.  In the 
event that Buyer, in its sole discretion, approves a leasing transaction 
outside the above-referenced terms and conditions, such transactions 
shall be eligible to contribute toward the Earn Out Amount, subject to 
the terms and conditions governing the Earn Out Amount contained herein. 

3.    Leasing Commissions.  Seller hereby certifies to Buyer that the OHA 
leasing commission in the amount of $43,307.96, the Guaranty Title 
leasing commission in the amount of $5,005.50 and the IBEW leasing 
commission in the amount of $4,050.00 have been paid in full.

4.    Full Force and Effect.  Seller and Buyer agree that the Contract is 
in full force and effect and has not been amended, modified or 
supplemented in any respect, except as provided herein.

5.    Governing Law.  This Amendment is being executed and delivered and 
is intended to be performed in the State of Minnesota, and the laws of 
Minnesota shall govern the validity, construction, enforcement and 
interpretation of this Amendment, unless otherwise specified herein.

6.    Parties Bound.  This Amendment is binding on and inures to the 
benefit of Seller and Buyer, and their respective heirs, executors, 
administrators, successors and assigns.

7.    Counterpart Signatures.  This Amendment may be executed in any 
number of counterparts, which, when assembled and taken together, is to 
be regarded as a single agreement.



                          SIGNATURE PAGE FOR
                              AMENDMENT 
                                  TO 
                           CONTRACT OF SALE
                                  330



EXECUTED by Buyer on the         day of March, 1997

                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust,
                               its sole general partner

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 

EXECUTED by Seller on __ day of March, 1997.

                          SELLER:

                          330 ASSOCIATES LIMITED PARTNERSHIP,
                          a Minnesota limited partnership


                          By:  330 Associates, Inc.,
                               a Minnesota corporation,
                               its general partner


                          By:  
                               ------------------------------ 
                          Its:
                               ------------------------------ 





Robert C. Lux and Stewart R. Stender agree that, for a period of two 
years from the date of Closing that they will not solicit any tenants in 
the Improvements on the date hereof to move to any building in which they 
have an interest or for which they provide leasing or management 
services.  In the event they (or their agents) are contacted by a tenant 
in the Improvements, they agree to immediately disclose such interest to 
Buyer and may proceed to negotiate with such tenant only after receipt of 
written consent from Buyer.  This Agreement shall survive Closing.


                          ------------------------------ 
                          Robert C. Lux



                          ------------------------------ 
                          Stewart R. Stender

Dated March ___, 1997



EXHIBIT 10.6

                          CONTRACT OF SALE
                                 SOBC


This Contract of Sale (the "Contract") dated as of this ___ day of 
January, 1997 is made and entered into by and between SOBC ASSOCIATES 
LLC, a Minnesota limited liability company ("Seller") and LIBERTY 
PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership or its 
permitted assigns ("Buyer").


                             ARTICLE I

                           DEFINED TERMS

1.1     Definitions.  As used in this Contract, the following terms have 
the meanings indicated:

        "330 Contract" means that Contract of Sale of even date herewith 
between Buyer and 330 Associates Limited Partnership.

        "Average Share Price" means the average closing price for the 
twenty (20) Business Days preceding the Closing Date of a Share as 
reported on the New York Stock Exchange.

        "Business Day" means a day other than a Saturday, a Sunday or 
another day on which commercial banks in Minneapolis, Minnesota are not 
required to be open for public business. 

        "Closing" means the consummation of the purchase of the Property 
by Buyer from Seller in accordance with Article VIII.

        "Closing Date" means the date on which the Closing is actually 
held.

        "Earnest Money Deposit" means the portion of the Purchase Price 
deposited by Buyer in escrow with the Title Company as provided in 
Section 3.2, plus any interest accrued thereon.  The amount of the total 
Earnest Money Deposit shall be payable as provided in Section 3.2 hereof.

        "Effective Date" means the date on which the Title Company 
acknowledges receipt of a fully-executed counterpart of this Contract.

        "Improvements" means the seven buildings, and all fixtures and 
other improvements associated therewith, containing approximately 304,073 
square feet of net rentable area, situated on the Land, consisting of the 
following buildings:

             Building Address                      Square Footage
             --------------------------------      --------------
             10301-10313 West 70th Street              23,547
             10321 West 70th Street                    28,372
             10333 West 70th Street                    21,640
             10349-10357 West 70th Street              53,912
             10365-10375 West 70th Street              56,877
             10393-10394 West 70th Street              52,684
             7078 Shady Oak Road                       67,041

        "Inspection Period" means the period commencing on the Effective 
Date and ending on March 7, 1997.

        "Land" means all of those certain lots, tracts or parcels of 
land, Eden Prairie, Hennepin County, Minnesota, as more fully described 
on Exhibit A, on which the Improvements are located, together with all 
and singular the rights appurtenant to that land.  

        "Leases" means all leases and/or occupancy agreements for space 
in the Project.

        "NWBC Contract" means that Contract of Sale of even date 
herewith between the Buyer and NWBC Associates Limited Partnership.

        "Partnership Agreement" means the First Restated and Amended 
Agreement of Limited Partnership dated as of June 19, 1995, as amended 
on December 22, 1995, as further amended on December 31, 1996, of the 
Buyer.

        "Permitted Exceptions" means the Title Exceptions set forth in 
the Title Commitment (defined in Section 4.1) or reflected in the survey 
delivered pursuant to Section 4.2, or any other exceptions or conditions 
that affect or may affect Seller's title to or use of the Property to 
which Buyer has not objected pursuant to Section 4.3, or that are 
approved (or deemed to be approved) by Buyer in accordance with Section 
4.4.

        "Personal Property" means (a) all tangible personal property 
owned by Seller and located on or attached to the Project, (b) Seller's 
interest in all licenses or permits relating to the Property, (c) 
Seller's interest in all service, maintenance, management, or other 
contracts relating to the ownership or operation of the Project, (d) 
Seller's interest in all warranties or guaranties relating to the 
Project, (e) Seller's interest in all representations and warranties 
made to Seller by its predecessor in interest, to the extent assignable, 
and (f) Seller's interest in the names of the Project.

        "Project" means the Land and the Improvements.  

        "Property" means, collectively, the Project, the Leases, and the 
Personal Property.

        "Property Manager" means:

             CB Commercial
             330 Second Avenue South
             Minneapolis MN 55402
             Attn:  Richard Schadegg
             Phone:  612-341-8108
             Fax:  612-341-9849

        "Purchase Price" means the total consideration to be paid by 
Buyer to Seller for the Property.

        "Rent Roll" means a rent roll identifying and providing certain 
information on the Leases, itemizing all security deposits, prepaid 
rents, and other property held by Seller for the account of the Tenants.

        "Shares" means the Common Shares of Beneficial Interest, par 
value $.001 per share, of the Trust.

        "Tenants" means those persons holding rights of a tenant under 
the Leases.

        "Title Company" means:

             Commonwealth Land Title Insurance Company
             51 Haddonfield Road
             Suite 115
             P.O. Box 5382
             Cherryhill, NJ 08304
             Attn:  Joe Patti
             Telephone No. 609-662-1500
             Telecopier:  609-665-6513

        The Title Company shall conduct the title examination, furnish 
Seller and Buyer with evidence of title and exceptions thereto and issue 
the Title Policy.

        "Title Exception" means any lien, mortgage, security interest, 
encumbrance, pledge, assignment, claim, charge, lease (surface, space, 
mineral, or otherwise), condition, restriction, option, conditional sale 
contract, right of first refusal, restrictive covenant, exception, 
easement (temporary or permanent), right-of-way, encroachment, overlap, 
or other outstanding claim, interest, estate, or equity of any nature.

        "Trust" means the Liberty Property Trust, a Maryland real estate 
investment trust and the General Partner of Buyer.

1.2     Other Defined Terms.  Other defined terms have the meanings 
assigned to them elsewhere in this Contract.


ARTICLE II

AGREEMENT OF PURCHASE AND SALE

On the terms and conditions stated in this Contract, Seller hereby 
agrees to sell and convey the Property to Buyer, and Buyer hereby agrees 
to purchase and acquire the Property from Seller.



ARTICLE III

PURCHASE PRICE

3.1     Purchase Price.  The Purchase Price (herein so called) to be 
paid by Buyer to Seller is FIFTEEN MILLION TWO HUNDRED EIGHTY-FIVE 
THOUSAND AND No/100 U.S. Dollars ($15,285,000).

3.2     Earnest Money Deposit.  Within one (1) Business Day after the 
Effective Date, Buyer shall have delivered $66,667 to the Title Company, 
in cash or cash equivalents representing funds immediately available for 
disbursement on the day of receipt by the Title Company, to be held by 
the Title Company in escrow to be applied or disposed of by it as is 
provided in this Contract.  Buyer's failure to timely make the Deposit 
(a) makes this Contract voidable at Seller's option and (b) gives Seller 
the right to immediately terminate the Contract in which event the 
Seller and Buyer shall have no further obligation to one another.  The 
Earnest Money Deposit shall be invested in an interest-bearing account 
with a financial institution and in a manner reasonably acceptable to 
Seller and Buyer.  All interest earned is part of the Earnest Money 
Deposit under this Contract.  If the purchase and sale hereunder is 
consummated, then the Earnest Money Deposit shall be applied to the 
Purchase Price at Closing.  In all other events, the Earnest Money 
Deposit shall be disposed of by the Title Company as provided in this 
Contract.

3.3     Payment of Purchase Price.  The Purchase Price shall be payable 
to Seller through the Title Company, by:

        (i)  assuming and agreeing to pay, in form and substance 
reasonably acceptable to Jackson National Life Insurance Company 
("Lender"), the outstanding principal balance (as shown in a writing 
from Lender) of that Promissory Note executed by Seller in favor of 
Lender in the original principal amount of $9,120,000, and with an 
outstanding principal balance as of the date hereof of approximately 
$9,078,858.51 and the other loan documents executed in connection 
therewith (collectively, the "Lender Loan Documents"); Buyer shall be 
responsible to pay, in addition to the Purchase Price, an assumption fee 
of 1% of the outstanding principal balance of such loan at closing 
payable to Lender together with Lender's out-of-pocket costs, in 
connection with such assumption; 

        (ii)  Buyer purchasing, at or prior to Closing, (a) the Warrant 
issued to The Varde Fund III-A, L.P., a Delaware limited partnership 
("Varde"), pursuant to that Warrant Agreement dated March 19, 1996 
between Seller and Varde, and (b) that Promissory Note dated March 29, 
1996 from Seller to Varde in the original principal amount of 
$2,430,000, for a cash price (estimated to be in the aggregate amount of 
$4,300,000) equal to the amount that would otherwise be distributed to 
Varde (if Varde exercised the Warrant, cancelled the Note and became a 
member of Seller) pursuant to the organizational documents of Seller by 
reason of the sale of the Property to Buyer and the liquidation of 
Seller; Seller shall use its best efforts, in consultation with Buyer, 
to negotiate and present to Buyer on or before January 31, 1997, in form 
acceptable to Buyer (in Buyer's sole discretion), an agreement with 
Varde wherein Varde agrees to sell the Warrant and the Note to Buyer for 
a cash payment at Closing;

        (iv)  an amount of cash equal to the sum of all closing costs 
incurred by Seller in connection herewith (estimated to be no more than 
$350,000); and

        (v)  the balance of the Purchase Price shall be paid by the 
issuance to the Seller of interests in the Buyer (the "Partnership 
Interests"), with each Partnership Interest valued at the lesser of (a) 
the Average Share Price as of the Closing Date, or (b) $25, and with the 
number of Partnership Interests rounded to the nearest whole number.  At 
least ten (10) Business Days prior to the Closing Date, Seller shall 
give Buyer written notice of its best estimate of the allocation of the 
Purchase Price as between cash and Partnership Interests.

        In the event that the agreement specified in (iii) above is not 
executed by January 31, 1997, in form and substance acceptable to Buyer 
and Seller, either party may terminate this Agreement. In the event of 
such termination of this Contract, the Earnest Money shall be promptly 
refunded to Buyer and Seller shall have no further obligations, one to 
the other, with respect to the subject matter of this Contract (except 
under Section 4.7). 

        The parties acknowledge that in order to accommodate Seller's 
desire to transfer the Property as a contribution for Partnership 
Interests under Section 721 of the Code, the Buyer has agreed to acquire 
certain interests of Varde, as described above.  The parties acknowledge 
that the agreement must be negotiated and entered into with Varde as 
provided in subsection (ii) above.  Such agreement and the closing of 
the acquisition contemplated by such agreement are essential to the 
closing of the transaction contemplated by this Contract.  Because this 
Agreement is being executed in advance of the negotiations of the 
agreement with Varde, it is not possible to anticipate the ways in which 
the negotiation of the agreement with Varde might impact on the 
provisions of this Contract.  The parties acknowledge that the 
provisions of this Contract (other than the Purchase Price) may need to 
be modified to address specific issues which arise in connection with 
the negotiation of the agreement with Varde, but that any such 
modification shall require the written agreement of each of Buyer and 
Seller.  The parties further agree that, except with respect to Section 
4.7, this Contract is terminable by Buyer or Seller if satisfactory 
negotiations of the agreement with Varde and related modifications to 
this Contract are not entered into as provided above on or before 
January 31, 1997.  In the event of such termination of this Contract, 
the Earnest Money shall be promptly refunded to Buyer and Buyer and 
Seller shall have no further obligations, one to the other, with respect 
to the subject matter of this Contract (except under Section 4.7).

3.4     Other Contracts.  Notwithstanding anything herein to the 
contrary, in the event that Buyer, for any reason, exercises its right 
to terminate this Contract, as a condition precedent to any such 
termination, it shall also, simultaneously, terminate the NWBC Contract 
(unless previously terminated pursuant to Section 7.3 of the NWBC 
Contract) and the 330 Contract.  If the NWBC Contract is terminated 
pursuant to Section 7.3 thereof or if the 330 Contract or the NWBC 
Contract is terminated pursuant to Section 3.5 thereof, then Buyer may 
terminate this Contract.  In the event of such termination of this 
Contract, the Earnest Money shall be promptly refunded to Buyer and 
Seller shall have no further obligations, one to the other, with respect 
to the subject matter of this Contract (except under Section 4.7).

3.5     The Partnership Interests.

        (a)  Each Partnership Interest issued as part of the Purchase 
Price shall be exchangeable after the first anniversary of the Closing 
Date, on a one-for-one basis, for a Share of the Trust, on the basis set 
forth in and subject to the restrictions contained in the Partnership 
Agreement (including, without limitation, usual and customary provisions 
providing for adjustment in the number of Shares into which Partnership 
Interests are convertible upon certain changes in the capitalization of 
the Trust.)

        (b)  Buyer and Seller hereby acknowledge and confirm that they 
intend for the transfer of a portion of the Property to Buyer in 
exchange for Partnership Interests to qualify as a contribution pursuant 
to Section 721 of the Internal Revenue Code of 1986, as amended (the 
"Code").  Buyer and Seller agree to take any reasonable steps necessary 
to cause such transfer to qualify as a contribution pursuant to such 
section.  

        Buyer acknowledges that, at Closing, Seller shall distribute the 
Partnership Interests to Stewart R. Stender and Robert C. Lux.

        (c)  Seller acknowledges and confirms that:

             (i)  neither the Partnership Interests nor the Shares into 
which the Partnership Interests may be converted have been registered 
under the Securities Act of 1933, as amended (the "Securities Act"), or 
any state securities laws;

             (ii)  there is no obligation to register the Partnership 
Interests or the Shares except pursuant to the Registration Rights 
Agreement (as defined below);

             (iii)  neither the Partnership Interests nor the Shares 
into which the Partnership Interests may be converted may be sold or 
otherwise transferred by Seller except (A) pursuant to registration 
under the Securities Act and state securities laws or an exemption 
therefrom or (B) as a distribution at Closing to Robert C. Lux and 
Stewart R. Stender in accordance with their respective interests in 
Seller.

             (iv)  the Partnership Interests shall not be convertible 
into Shares until after the first anniversary of the Closing Date; and

             (v)  the Partnership Interests being acquired hereunder are 
being acquired for Seller's own account and not for the account of any 
other person or persons, for investment and not with a view to the 
disposition thereof in violation of the Securities Act.  

        (d)  Buyer acknowledges and confirms that:

             (i)  it will not sell the Property (or any portion thereof) 
for two years following the Closing Date; and

             (ii)  Seller as a holder of Partnership Interests in Buyer 
will participate in the allocations and distributions of Buyer on the 
same basis as the other limited partners of Buyer as determined in 
accordance with the terms and provisions of the Partnership Agreement, 
provided, however, that the initial distribution to Seller or those 
holding the Partnership Interests through Seller will be prorated based 
upon the portion of the fiscal quarter of Buyer for which Seller or 
those holding the Partnership Interests through Seller held the 
Partnership Interests.

        (e)  Buyer has provided Seller, and Seller acknowledges receipt 
of, a copy of the Partnership Agreement.

        (f)  Buyer and Seller hereby agree to negotiate in good faith 
the terms and conditions of the following documents (the "Partnership 
Documents") and to use their best efforts to conclude such negotiations 
and have a mutually agreeable form of each of the Partnership Documents 
on or before January 31, 1997:

             (i)  a proxy (the "Proxy Agreement") containing usual and 
customary terms as to the appointing of the Board of Trustees of the 
Trust (so long as the Trust is a general partner of Buyer), as Seller's 
proxy with respect to all Partnership Interests owned by Seller, with 
authority to consent or withhold consent, in the Trust's sole 
discretion, with respect to any matter as to which limited partners of 
Buyer may act pursuant to the terms of the Partnership Agreement;

             (ii)  an investment letter (the "Investment Letter") 
containing usual and customary representations and agreements obtained 
from purchasers of securities in private placements regarding the 
restrictions on transferability of the securities being acquired and the 
financial sophistication and qualification of the purchasers;

             (iii)  a registration rights agreement (the "Registration 
Rights Agreement") containing usual and customary representations and 
agreements concerning the registration of the Shares, including without 
limitation, provisions for (A) Seller to have two demand registration 
rights and unlimited "piggyback" registration rights with respect to the 
Shares issuable upon exchange of the Partnership Interests, which rights 
shall commence on the first anniversary of the Closing Date, (B) Buyer 
to cover all expenses of such registration other than the fees of 
Seller's counsel and the registration fees for such Shares which shall 
be borne by Seller (not to exceed $2,500), (C) Seller to agree that, 
notwithstanding the effectiveness of any registration statement covering 
the Partnership Interests (other than in connection with an underwritten 
offering), it will not sell during any week a number of Shares greater 
than 10% of the average weekly trading volume for the Shares on the New 
York Stock Exchange for the preceding four calendar weeks.

             (iv)  an amendment to the Partnership Agreement (the 
"Partnership Amendment") for the purpose of evidencing, among other 
things, the issuance of the Partnership Interests as a portion of the 
Purchase Price.

             In the event that the parties have not agreed to the form 
of each of the Partnership Documents on or before January 31, 1997, 
either party hereto may terminate this Agreement by notice to the other 
party and, upon such termination, the Earnest Money shall be promptly 
refunded to Buyer and Buyer and Seller shall have no further 
obligations, one to the other, with respect to the subject matter of 
this Contract (except under Section 4.7).



ARTICLE IV

TITLE AND SURVEY

4.1     Title Commitment; Exception Documents.

        (a)  Seller has furnished to Buyer and Buyer's counsel a copy of 
Seller's Policy of Title Insurance for the Property.

        (b)  Buyer shall obtain a commitment for an ALTA owner's policy 
of title insurance (the "Title Commitment") on the Property issued by 
the Title Company and any desired endorsements to the Title Commitment 
which are available, if any.  

        (c)  Seller shall also furnish to Buyer copies of instruments 
that create or evidence Title Exceptions affecting the Property, as 
described in the Title Commitment (together, the "Title Documents").  

        (d)  Seller shall not be obligated to provide Buyer an abstract 
of title to the Land, but Seller shall provide any owner's duplicate 
certificate of title as to the Land at closing.

4.2     Survey.  Seller has provided to Buyer a copy of the most recent 
survey of the Project in Seller's possession.  

        Seller shall deliver to Buyer, as soon as practicable, but in 
any case within fifteen (15) days after the Effective Date, an as-built 
survey of the Property prepared by Rehder & Associates, Inc. as an Urban 
Survey in accordance with the Minimum Standard Detail Requirements and 
Classifications for ALTA/ASCM Land Title Surveys as adopted by the 
American Land Title Association and American Congress on Surveying and 
Mapping in 1992 which shall (a) include items 1, 2, 3, 4, 6, 7, 8, 9, 
10, 11 and 13 from Table A of such Requirements and (b) shall be 
certified to Buyer and Title Company and any lender of Buyer's of which 
Buyer notifies Seller in writing on or prior to the expiration of the 
Inspection Period.

        The legal description of the Land contained in the Survey and in 
the Title Policy shall be used to describe the Land in the special 
warranty deed conveying the Project from Seller to Buyer.

4.3     Review of Title Commitment, Survey and Exception Documents.  
Buyer has a period of seven (7) Business Days (the "Title Review 
Period") after the later of (i) January 31, 1997, or (ii) Buyer's 
receipt of the Title Commitment, the Title Documents and the Survey in 
which to give written notice to Seller specifying Buyer's objections to 
the Title Commitment, the Survey or the Title Documents ("Objections"); 
provided, however, Buyer may not make any Objection to any of the 
Permitted Exceptions listed on Exhibit "I" attached hereto.  For 
purposes of this Section 4.3, Seller shall have satisfied all of its 
obligations with regard to title to the Project if Buyer has not 
objected to any of the Title Documents furnished to it or any other 
Title Exception referenced in the Title Commitment, within the Title 
Review Period. 

4.4     Seller's Obligation to Cure; Buyer's Right to Terminate.  If 
Buyer timely notifies Seller in writing of Objections to any of the 
matters furnished to Buyer pursuant to Section 4.3, then Seller shall, 
within thirty (30) days after Seller's receipt of Buyer's notice (the 
"Cure Period"), make reasonable efforts in good faith to attempt to cure 
the Objections.  Other than (i) mortgages or other liens securing 
indebtedness of Seller, judgments or tax liens against Seller or 
mechanics' liens against the Property (collectively, "Liens") which 
shall be satisfied, bonded or insured over by Seller at or prior to 
Closing, (ii) minor encroachments which do not materially affect Buyer's 
or Tenant's use of the Property which Seller shall not be obligated to 
correct, and (iii) objections which are insured over by the Title 
Company at no cost or liability to Seller, Seller is not obligated to 
effect a cure of any Objection unless such Objection is a material 
defect in the marketability of title to the Property (a "Material 
Objection") and the cost of curing all such Material Objections is less 
than $50,000 in the aggregate, but Buyer may, at its option, pay the 
excess amounts to Title Company at Closing (which payment shall not 
entitle Buyer to a reduction in the Purchase Price) and cause the Title 
Company to cure such Objections, but such Objections (which Buyer 
intends to pay to cure as aforesaid) shall not delay Closing nor shall 
Seller have any further liability or obligation with respect thereto.  
If Seller does not satisfy all Objections within the Cure Period, then, 
as its sole options or remedies, Buyer may either (a) waive the 
unsatisfied Objections, which then become Permitted Exceptions, and 
proceed to consummate this transaction without further recourse against 
Seller, (b) provide written notice of Buyer's intention to pay the cost 
of curing such Objections and pay the cost of curing such Objections at 
Closing as provided in the preceding sentence, but such payment shall 
not entitle Buyer to a reduction in the Purchase Price except to the 
extent that (i) such Objection relates to a Lien, or (ii) Buyer pays the 
first $50,000 of such costs to cure Material Objections (which Seller 
would otherwise have paid to cure such Material Objections pursuant to 
the preceding sentence), in which event Buyer shall be entitled to a 
reduction in the Purchase Price only to the extent of that portion of 
the first such $50,000 to the extent paid by Buyer to cure such Material 
Objections, but Buyer shall have no further recourse against Seller by 
reason of such Objections or (c) terminate this Contract and receive 
back the Earnest Money Deposit, in which latter event Seller and Buyer 
have no further obligations, one to the other, with respect to the 
subject matter of this Contract (except under Section 4.7).  If 
unsatisfied Objections remain but Buyer does not deliver written notice 
of its waiver thereof, of Buyer's intention to pay the cost of curing 
such Objections or of the termination of this Contract to Seller within 
five (5) Business Days after expiration of the Cure Period, then the 
unsatisfied Objections shall become additional Permitted Exceptions, 
with no reduction in the Purchase Price, and Buyer shall have no further 
right to terminate this Contract under this Section 4.4.  If Seller 
shall effect a cure of the Objections within the Cure Period it shall 
deliver written notice thereof to Buyer and Buyer and Seller shall 
proceed to Closing as provided herein.

4.5     Title Policy.  The Title Policy shall be issued by the Issuing 
Title Company, in the amount of the Purchase Price, insuring that Buyer 
has fee simple title to the Property, subject only to the Permitted 
Exceptions.   Seller shall pay for the costs of abstracting, searches 
and the preparation of the Title Commitment; the premium for the Title 
Policy and any additional premiums for any endorsements requested by 
Buyer shall be paid by Buyer.  Any closing or escrow fees charged by the 
title company shall be paid one-half by Buyer and one-half by Seller.
 
4.6     Inspection.  Buyer may, during the Inspection Period, make such 
examinations, studies, inspections, and investigations of the Property 
as Buyer deems advisable.  Any physical inspections within the buildings 
on the Property shall be made only on Business Days and during normal 
business hours that will not disturb the quiet enjoyment of the Project 
by Tenants, and inspections of space occupied by a Tenant shall be made 
only with at least twenty-four (24) hours' advance notice to and consent 
of Seller and, at Seller's election, in the presence of a representative 
of Seller.  Seller shall reasonably cooperate with Buyer in contacting 
Tenants to permit Buyer's inspection.  Buyer shall use its best efforts 
to group inspections together on the same day or days in order to 
minimize the number of visits to Tenants' spaces and the impact on the 
Tenants.  By giving written notice to Seller before the expiration of 
the Inspection Period, Buyer may, in Buyer's sole discretion, terminate 
this Contract and receive back the Earnest Money Deposit, if Buyer has 
found the Property unsuitable for Buyer's purpose, or if Buyer has found 
any agreements or information regarding the Property unacceptable, or 
for any other reason, in Buyer's sole discretion.  If Buyer does not 
timely give that notice, then (a) Buyer shall be deemed to have accepted 
the condition of the Property, subject to the estoppel certificates to 
be delivered by Seller pursuant to Section 5.2(b) hereof, (b) Buyer's 
right to terminate this Contract pursuant to this Section 4.6 shall be 
deemed waived, and (c) the Earnest Money Deposit shall thereafter not be 
refundable and shall be deemed earned by Seller in any event other than 
Seller's default or unless Buyer terminates the Contract under the 
provisions of Sections 4.4, 9.1, or 11.9 hereof.

4.7     Indemnification.  Buyer shall indemnify, defend and hold Seller 
harmless from any and all demands, claims, actions or causes of action, 
assessments, losses, costs, damages, liabilities, interest, penalties 
and reasonable attorney's fees asserted against, resulting to, imposed 
on, or incurred by Seller as a result of any act or omission of Buyer, 
or any of Buyer's agents, consultants, contractors, or employees, in 
connection with an entry on or investigation or examination of the 
Property, or any part thereof, before Closing.  The indemnification 
obligations of Buyer with respect to these matters shall survive the 
Closing or the termination of this Contract for any reason and shall 
remain in full force and effect thereafter, but any claims of 
indemnification hereunder must be made by notice to Buyer within six (6) 
months after the date of termination hereof or the Closing Date, as 
applicable.



ARTICLE V

REPRESENTATIONS, WARRANTIES, COVENANTS,
AND AGREEMENTS OF SELLER

5.1     Representations and Warranties of Seller.  Seller represents and 
warrants to Buyer as of the Effective Date, except where specific 
reference is made to another date or dates, that:

        (a)  Attached as Schedule 1 is a complete and accurate Rent Roll 
showing all of the Leases which shall be updated by Seller prior to 
Closing if necessary.

        (b)  Attached as Schedule 2 is a complete and accurate list of 
all services, maintenance and management contracts relating to the 
Property which shall be updated prior to Closing if necessary;

        (c)  Seller has no current actual knowledge of, and has received 
no written notice from, any governmental authority requiring any work, 
repairs, construction, alterations or installations on or in connection 
with the Property, or asserting any violation of any federal, state, 
county or municipal laws, ordinances, codes, orders, regulations or 
requirements affecting any portion of the Property, including, without 
limitation, the Americans with Disabilities Act and any applicable 
environmental laws or regulations.  To the current actual knowledge of 
Seller, there is no action, suit or proceeding pending or, threatened 
against or affecting Seller or the Property or any portion thereof or 
relating to or arising out of the ownership of the Property, in any 
court or before any federal, state, county or municipal department, 
commission, board, bureau or agency or other governmental 
instrumentality.

        (d)  Seller is not a foreign person under Sections 1445 and 7701 
of the Internal Revenue Code of 1986, as amended, and regulations 
promulgated thereunder;

        (e)  To Seller's current actual knowledge, there is no 
individual sewage treatment system on or serving the Property as such 
term is defined in Minnesota Statutes Section 115.55; there are no wells 
or underground storage tanks on the Property; 

        (f)  Seller has full right, power and authority to sell the 
Property to Buyer as provided in this Contract and to carry out Seller's 
obligations under this Contract, and all requisite action necessary to 
authorize Seller to enter into this Contract and to carry out Seller's 
obligations hereunder has been taken;

        (g)  To Seller's current actual knowledge, there is no violation 
of Environmental Laws related to the Property or the presence or release 
of Hazardous Materials on or from the Property except as disclosed in 
the environmental reports listed on Schedule 3 delivered by Seller to 
Purchaser or made available for Purchaser's review.  The term 
"Environmental Laws" includes without limitation the Resource 
Conservation and Recovery Act and the Comprehensive Environmental 
Response Compensation and Liability Act ("CERCLA") and other federal 
laws governing the environment as in effect on the date of this 
Agreement together with their implementing regulations and guidelines as 
of the date of this Agreement, and all state, regional, county, 
municipal and other local laws, regulations and ordinances that are 
equivalent or similar to the federal laws recited above or that purport 
to regulate Hazardous Materials in effect as of the date of this 
Agreement.  "Hazardous Materials" means any substance which is (i) 
designated, defined, classified or regulated as a hazardous substance, 
hazardous material, hazardous waste, pollutant or contaminant under any 
Environmental Law, as currently in effect as of the date of this 
Agreement (ii) petroleum hydrocarbon, including crude oil or any 
fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) 
friable asbestos, (vi) flammable explosives, (vii) infectious materials 
or (viii) radioactive materials.

        (h)  Seller has not entered into any other contracts for the 
sale of the Property, nor are there any rights of first refusal or 
options to purchase the Property or any other rights of others to 
acquire the Property that might prevent the consummation of this 
Contract.

        (i)  No brokerage or leasing commissions or other compensation 
is or will be due or payable to any person, firm, corporation or other 
entity with respect to or on account of any of the Leases or any 
extensions or renewals thereof, except for Leases executed after the 
Effective Date as provided in Section 5.2(c)(iii) hereof and except as 
provided in Section 5.6 hereof.

        (j)  Seller has no current actual knowledge of any material 
misstatement in the statements of income and expenses for the Property, 
attached hereto as Exhibit L to the extent such statements relate to the 
period of Seller's ownership of the Property.

        (k)  Tax and Real Estate Investment Trust Matters.

             (i)  None of the Leases provides for the payment of rents 
which is based on the income or profits of any person or entity, except 
to the extent of amounts computed by reference to a fixed percentage or 
percentages of a tenant's receipts or sales (within the meaning of 
Internal Revenue Code Section 856(d)(2)(A) (the Internal Revenue Code is 
referred to herein as the "Code").

             (ii)  The services and activities performed by the landlord 
with respect to the Project are services which are customarily performed 
by lessors in connection with the rental of real property similar to the 
Project in the geographic area in which the Project is located.  The 
services and activities performed are necessary for the operation of the 
Project and are not performed primarily for the convenience of tenants.

             (iii)  The landlord of the Project does not lease any 
substantial personal property to the tenants at the Project other than 
personal property which has been installed upon the Project and has 
become a part of the real property.

             (iv)  Except as provided on Exhibit M attached hereto, to 
the extent the Project provides parking lots for tenants and their 
employees and customers, the parking lots are offered on an unreserved, 
complimentary basis, other than with respect to spaces required to be 
reserved for handicapped persons under law.  The landlord of the Project 
does not provide parking attendants, reserved parking or other services 
in connection with the parking areas.

             (v)  The landlord of the Project does not provide any 
utility services to tenants at the Project other than usual and 
customary utility services, such as electricity, gas, water and sewer 
service.  In some instances, utility services are separately metered and 
paid by the tenants.  In other cases, the landlord master meters 
electric and water services, in which case the cost of the utility 
service is allocated among the tenants on a prorata basis on the basis 
of usage and area.  The billing mechanism for any master metering 
arrangement with respect to Project is usual and customary for the 
geographic area in which the Project is located.

             (vi)  Neither the Land nor any of the Improvements is "held 
for sale" within the meaning of the Code.

        Seller shall deliver a certificate at Closing as to the 
correctness of the representations and warranties set forth above as of 
the Closing Date and if any such representation shall not then be 
correct, of any exceptions thereto.  

        Notwithstanding anything contained in this Agreement to the 
contrary, all of the representations, warranties and certifications (the 
"Representations") which are made by Seller and set forth herein or in 
any of the documents or instruments required to be delivered by Seller 
hereunder, shall be subject to the following conditions and limitations: 
(i) there shall be no liability on the part of Seller for breaches of 
Representations of which Buyer had current actual knowledge at Closing 
and (ii) in the event that prior to the time of Closing, during the 
course of Buyer's inspections, studies, tests and investigations or 
through other sources, Buyer gains current actual knowledge of a fact or 
circumstance which, by its nature, indicates that a Representation was 
or has become untrue or inaccurate, and such fact or circumstance was 
not intentionally withheld from Buyer by Seller with the intent to 
defraud Buyer, then Buyer shall not have the right to bring any lawsuit 
or other legal action against Seller, nor pursue any other remedies 
against Seller, as a result of the breach of the Representation caused 
thereby, but Buyer's sole right shall be to terminate this Agreement in 
which event the Earnest Money Deposit shall be returned to Buyer.

5.2     Covenants and Agreements of Seller.  Seller covenants and agrees 
with Buyer as follows:

        (a)  Within ten (10) days after the Effective Date, Seller shall 
deliver to Buyer (or, with respect to items (v), (vi) and (x) below, 
permit inspection in the offices of the Property Manager), copies (or 
where specifically indicated, original counterparts) of the following:

             (i)  All existing Leases;

             (ii)  All service, maintenance, management, and other 
contracts relating to the ownership and operation of the Property;

             (iii)  All building permits and certificates of occupancy 
or of substantial completion issued with respect to the construction and 
ownership of the Project that, to Seller's current actual knowledge, are 
in Seller's or the Property Manager's possession;

             (iv)  All available real estate and personal property tax 
statements for real estate and personal property taxes due and payable 
in the year of Closing with respect to the Project and, if received by 
Seller, the valuation notice issued with respect to the Project for the 
year of Closing, that, to Seller's current actual knowledge, are in 
Seller's or the Property Manager's possession;

             (v)  All operating budgets, operating statements and 
property reports that, to Sellers' actual knowledge are in Seller's or 
the Property Manager's possession;

             (vi)  The plans and specifications with respect to the 
Project that, to Seller's current actual knowledge, are in Seller's or 
the Property Manager's possession, to be furnished with no 
representation, warranty, or recourse whatsoever;

             (vii)  The Rent Roll, current through the first day of the 
month preceding the month in which the Effective Date falls; 

             (viii)  To the extent in Seller's or the Property Manager's 
possession, all environmental reports pertaining to the Property; 

             (ix)  Copies of the Lender Loan Documents; and

             (x)  All other books and financial records with respect to 
the Property that, to Seller's current actual knowledge, are in Seller's 
or Property Manager's possession (other than Seller's projections and 
other financial information prepared by Seller in connection with its 
purchase of the Property, internal financial or performance reviews, the 
closing documents relating to such purchase, Seller's partnership 
agreement and other partnership financial and tax records).

        Seller represents and warrants to Buyer that the information 
described in this Section 5.2(a) constitutes all of the books and 
financial records in Seller's possession (or in the possession of its 
Property Manager) with respect to the Property (other than Seller's 
projections and other financial information prepared by Seller in 
connection with its purchase of the Property, internal financial or 
performance reviews, the closing documents relating to such purchase, 
Seller's partnership agreement or other partnership financial and tax 
records).  In the event that Buyer terminates the Contract for any 
reason, Buyer shall immediately return to Seller all of the information 
concerning the Property supplied by Seller or Property Manager.

        (b)  Within thirty (30) days after the Effective Date, Seller 
shall use reasonable efforts to obtain and deliver to Buyer estoppel 
certificates from the Tenants of the Property, in the form of Exhibit 
"J" attached to this Contract.  If Seller is unable to obtain an 
estoppel certificate for each tenant substantially in the form of 
Exhibit "J", Seller shall deliver to Buyer an estoppel certificate 
executed by Seller as to such Tenant in the form of Exhibit "K", as 
modified to make the statements therein true and correct.

        (c)  From the date hereof until the Closing Date or the earlier 
termination of this Contract, Seller shall:

             (i)  Operate, insure at current insured amounts, maintain 
and lease the Project in the ordinary course of Seller's business and 
use reasonable efforts to reasonably preserve for Buyer the relationship 
of Seller and Seller's suppliers, Tenants, and others having ongoing 
business relations with Seller relating to the Project; and

             (ii)  Advise Buyer of any litigation, arbitration, or 
administrative hearing before any governmental agency concerning of 
affecting the Property in any manner that is instituted or threatened in 
writing after the Effective Date and of which Seller has current actual 
knowledge; and

             (iii)  Not, without Buyer's prior written consent (which 
consent may be withheld in Buyer's sole discretion), enter into any 
leases, contracts or other commitments that will survive Closing other 
than service contracts that are terminable on thirty (30) days or less 
notice.  With respect to any lease or any renewal, extension or 
amendment of any lease for any portion of the Property which is approved 
by Buyer and which is entered into after the Effective Date and with 
respect to a proposed amendment to the Lease with Augustine Medical, 
Inc. which is described in a letter of intent dated December 6, 1996 
between Seller and Augustine Medical, Inc., Buyer shall pay (or 
reimburse Seller at Closing) for the cost of all tenant improvements and 
leasing commissions required by the terms thereof.

        Any consent or approval requested by Seller pursuant to this 
Section 5.2(c)(iii) shall be deemed granted if Buyer does not object 
within five (5) Business Days after Buyer's receipt of Seller's written 
request.

5.3     Survival Beyond Closing.  Except to the extent that Buyer has 
current actual knowledge of any breach at or prior to Closing (which 
Buyer, by closing the purchase contemplated hereby, shall be deemed to 
have waived), the representations, warranties, and covenants of Seller 
contained in this Contract shall survive the Closing.  In the event of 
any such breach or misrepresentation discovered by Buyer after Closing, 
Buyer may bring an action against Seller for Buyer's actual damages 
resulting from such breach, but not for any incidental or consequential 
damages, provided, however, that any action with regard to an alleged 
breach of any such representation, warranty or covenant of Seller must 
be brought within two (2) years after Closing.

5.4     Current Actual Knowledge; Authority.  The term "Buyer's current 
actual knowledge," as used in the Contract, means matters of which John 
Gattuso is presently aware at the relevant time by virtue of Buyer's 
inspections and due diligence with respect to the Property, but without 
being required to undertake any further investigation or inquiry 
whatsoever.  The term "Seller's current actual knowledge," as used in 
this Contract, means matters of which Seller, Stewart R. Stender or 
Robert C. Lux is presently aware at the relevant time, by virtue of 
Seller's ownership of the Property, without undertaking any further 
investigation or inquiry whatsoever, but does not include matters of 
which any other person or entity (including, but not limited to, the 
Property Manager or any prior manager of the Property) other than 
Seller, Stewart R. Stender or Robert C. Lux is or may be aware but 
Seller acknowledges that it has made good faith inquiry of the Property 
Manager with regard to the correctness of the representations and 
warranties set forth in Section 5.1 and the delivery of the documents 
referenced in Section 5.2(a).  No brokers, agents or other third parties 
(including, but not limited to, the Property Manager or any prior 
manager of the Property) are authorized by make any representations and 
warranties binding on Seller.  In particular, but without limitation, 
except as is expressly represented or warranted in Section 5.2(a) 
hereof, Seller hereby disclaims, and makes no representation or 
warranty, as to the accuracy of the contents or the completeness of any 
item delivered by either Seller or the Property Manager of the Project 
to Buyer or made available for inspection or review by Buyer.

5.5     "AS-IS" Sale.  Seller has advised Buyer that Seller has retained 
an independent contractor to manage the Project and that Seller recently 
acquired the Project.  Accordingly, Seller's current personnel have 
limited personal knowledge regarding the construction of the Project, 
the operation of the Project, and other matters that an owner of 
property similar to the Project might ordinarily have.  A material 
consideration in negotiating the Purchase Price is Buyer's agreement 
that Buyer shall rely solely on its own investigation in consummating 
this transaction except as expressly stated to the contrary in this 
contract and that SELLER HAS MADE NO EXPRESSED OR IMPLIED 
REPRESENTATIONS OR WARRANTIES RESPECTING THE SUBJECT MATTER OF THIS 
TRANSACTION, EXCEPT AS EXPRESSLY STATED TO THE CONTRARY IN THIS 
CONTRACT.  (See Section 11.6)

5.6     Due Diligence Disclosure.  Seller has disclosed to Buyer and 
Buyer acknowledges and agrees that the Purchase Price is based upon the 
following disclosures relating to the Property:

        (a)  Seller has determined that all of the roofs of the 
Improvements will need to be replaced over the next five-year period.  
As required by the Lender Loan Documents, Seller has created an escrow 
fund to pay all or a portion of the cost of roof replacements for the 
Property in the approximate amount of $160,000.00; Seller's interest in 
such fund shall be transferred to Buyer at Closing.  Seller makes no 
warranty to Buyer as to the adequacy of such amount to correct any or 
all roof problems in the Improvements during any relevant period.

        (b)  Seller has given Buyer the notice of the soil settlement 
issues related to the Improvements of which Seller has actual knowledge. 
Buyer and Seller have adjusted the Purchase Price because of this issue. 
Seller shall have no obligation to correct these issues prior to the 
Closing or thereafter.

        (c)  In connection with the building of the age and use of the 
Improvements, there may be minor defects discovered by Buyer during the 
Inspection Period which shall not permit Buyer to renegotiate the 
Purchase Price.

        (d)  Seller has certain obligations under the Augustine Medical, 
Inc. Lease (and the proposed amendment thereto described above) to 
provide additional leasable areas to such Tenant and additional tenant 
improvements, which obligations will be assumed by Buyer.




ARTICLE VI

REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF BUYER

6.1     Representations and Warranties of Buyer.Buyer represents, 
warrants, covenants, and agrees with Seller as of the Effective Date and 
as of the Closing Date, except where specific reference is made to 
another date or dates that:

        (a)  Buyer has the full right, power, and authority to purchase 
the Property from Seller as provided in this Contract and to carry out 
Buyer's obligations under this Contract, and all requisite action 
necessary to authorize Buyer to enter into this Contract and to carry 
out Buyer's obligations hereunder has been taken;

        (b)  Buyer shall rely solely on its own investigation in 
consummating this transaction and, except for express representations 
and warranties of Seller contained herein or as expressly stated herein 
to the contrary, Buyer has not relied on any representation, warranty or 
assurance, expressed or implied;

        (c)  Buyer shall promptly advise Seller in writing if Buyer's 
investigation of the Property reveals the presence of hazardous wastes 
or other environmental contamination (including asbestos), or facts that 
would cause a reasonable person to investigate further the possibility 
of such contamination.

        (d)  Within seven (7) days after the date hereof, Buyer and the 
Trust will deliver to Seller copies of Buyer's and the Trust's Annual 
Report on Form 10-K for the year ended December 31, 1995, Quarterly 
Reports on Form 10-Q for the fiscal quarters ended March 31, 1996 and 
June 30, 1996, as amended, and September 30, 1996, each as filed with 
the Securities and Exchange Commission (the "SEC") (collectively, the 
"Securities Filings").  As of their respective filing dates with the 
SEC, the Securities Filings complied as to form in all material respects 
with the applicable requirements of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), and the respective rules and 
regulations promulgated thereunder, and did not contain any untrue 
statement of material fact or omit to state a material fact required to 
be stated therein or necessary to make the statements therein, in light 
of the circumstances under which they were made, not misleading.  No 
event has occurred since the filing of Buyer's and the Trust's Quarterly 
Report on Form 10-Q for the fiscal quarter ended September 30, 1996 
which is required to be disclosed in a report filed either by Buyer or 
the Trust pursuant to Section 13(a) or 15(d) of the Exchange Act which 
has not been so disclosed.

        (e)  The Partnership Interests to be issued to Seller will be, 
when issued, duly authorized, validly issued, fully paid and non-
assessable.  The Shares to be issued upon exchange of the Partnership 
Interests will be, when issued, duly authorized, validly issued, fully 
paid and non-assessable, and no liability shall attach to Seller related 
thereto.
 



ARTICLE VII

CONDITIONS PRECEDENT TO BUYER'S AND SELLER'S PERFORMANCE


7.1     Performance of Buyer's Obligations.  Seller is not obligated to 
perform under this Contract unless:

        (a)  Buyer has performed all obligations and agreements 
performable by Buyer on or before Closing; 

        (b)  Buyer is simultaneously closing on the 330 Contract and the 
NWBC Contract unless the NWBC Contract has been terminated in accordance 
with Section 7.3 of the NWBC Contract; 

        (c)  all representations and warranties of Buyer are true and 
correct in all material respects as of the Closing Date; and

        (d)  Buyer is simultaneously closing on, and performing at 
Closing all of its closing obligations under the agreement referenced in 
Section 3.3 whereby Buyer is to buy from Varde the Warrant and the Note. 

7.2     Performance of Seller's Obligations.  Buyer is not obligated to 
perform under this Contract unless:

        (a)  Seller has performed all obligations and agreements 
performable by Seller on or before Closing; 

        (b)  all representations and warranties of Seller are true and 
correct in all material respects as of the Closing Date; 

        (c)  as of the Closing, there have been no material adverse 
changes in the physical condition of the Project from the condition 
thereof as of the end of the Inspection Period; 

        (d)  no material default, vacation, termination, bankruptcy or 
other adverse material change in status has occurred with respect to any 
Tenant or Tenants representing an aggregate of more than 5% of the total 
net operating income with respect to the Property, as shown on the Rent 
Roll for the Property; and

        (e)  Varde is simultaneously closing on, and performing at 
Closing all of its closing obligations under, the agreement referenced 
in Section 3.3 whereby Varde is to sell to Buyer the Warrant and the 
Note. 




ARTICLE VIII

CLOSING

8.1     Date and Place of Closing.  The Closing shall take place in the 
offices of the Title Company in Minneapolis, Minnesota.  The Closing Date 
shall be March 20, 1997, unless an earlier date is agreed on in writing 
by Seller and Buyer.  

8.2     Items to be Delivered at the Closing.   

        (a)  Seller.  At the Closing, Seller shall deliver or cause to be 
delivered to Buyer or the Title Company, the following items:

             (i)  the Title Policy, in the form specified by Section 4.5, 
with the cost thereof to be paid as provided in Section 4.5;

             (ii)  a Special Warranty Deed, duly executed and 
acknowledged by Seller, in substantially the form attached as Exhibit 
"B", subject to the Permitted Exceptions; 

             (iii)  the original Leases or, if original Leases are not in 
Seller's possession, copies thereof certified by Seller to be true and 
correct copies of original Lease;

             (iv)  duplicate originals of the Assignment and Assumption 
of Leases of substantially the form attached as Exhibit "C", duly 
executed and acknowledged by Seller;

             (v)  a Bill of Sale and Assignment and Assumption of 
Contracts, Bonds, Warranties and Guaranties in substantially the forms 
attached as Exhibits "D" and "F", respectively, fully executed and 
acknowledged by Seller;

             (vi)  a Non-Foreign Certification, in substantially the form 
attached as Exhibit "G", in compliance with Section 1445 of the Internal 
Revenue Code of 1986, as amended, and regulations promulgated thereunder, 
stating under penalty of perjury the Seller's United States 
identification number and that Seller is not a "foreign person" as 
defined in Section 1445, duly executed and acknowledged by Seller; 
provided, however that if Seller fails to deliver this affidavit, Buyer 
may withhold from the Purchase Price and pay to the Internal Revenue 
Service the amounts required by Section 1445, and regulations promulgated 
thereunder;

             (vii)  keys to all locks located in the Project that are in 
Seller's possession;

             (viii)  the Rent Roll, substantially in the form attached 
hereto as Exhibit "E", certified by Seller to its current actual 
knowledge through the Closing Date;

             (ix)  a Tenant Notice Letter in substantially the form 
attached as Exhibit "H" (the "Tenant Notice Letters") for each of the 
Tenants, duly executed by Seller;

             (x)  originals (or, if originals are not in Seller's 
possession, copies certified by Seller to be true and correct copies 
thereof) of all service contracts, plans, warranties, guaranties, and 
other contracts and agreements relating to the ownership and operation of 
the Project that, to its current actual knowledge, are in Seller's 
possession, but Seller shall not be obligated to deliver copies of the 
purchase agreement or closing documents relating to the purchase of the 
Property by Seller;

             (xi)  appropriate evidence of authorization, satisfactory to 
Buyer and the Title Company, in their reasonable discretion, for (A) the 
sale of the Property in accordance with this Contract, (B) the execution 
and delivery of this Contract on behalf of Seller, and (C) the 
consummation of the transactions contemplated by this Contract on behalf 
of Seller; 

             (xii)  a standard form seller's affidavit in form acceptable 
to the Title Company; 

             (xiii)  The Proxy Agreement, Investment Letter and 
Registration Rights Agreement substantially in the forms agreed upon 
pursuant to Section 3.5 and executed by Seller, Robert C. Lux and Stewart 
R. Stender; 

             (xiv)  Seller's written agreement to indemnify and hold 
Buyer harmless of and from all liabilities, losses, damages, costs, 
expenses (including reasonable attorney's fees) that Buyer suffers or 
incurs by reason of any act or cause of action occurring or accruing 
prior to Closing Date and arising out of any act or failure to act of 
Seller's agents, representatives and employees relating to this Contract 
or to the Project.

             (xv)  other items reasonably requested by the Title Company 
as administrative requirements for consummating the Closing.

        (b)  Buyer.At the Closing, Buyer shall deliver to Seller or the 
Title Company:

             (i)  the cash sum required by Section 3.3;

             (ii)  duplicate originals of the Assignment and Assumption 
of Leases, duly executed and acknowledged by Buyer;

             (iii)  duplicate originals of the Assignment and Assumption 
of Contracts, Bond, Warranties and Guaranties, duly executed by Buyer;

             (iv)  the Tenant Notice Letters, duly executed by Buyer;

             (v)  appropriate evidence of authorization, satisfactory to 
Seller and the Title Company, in their reasonable discretion, for (A) the 
purchase of the Property in accordance with this Contract, (B) the 
execution and delivery of this Contract on behalf of Buyer, and (C) the 
consummation of the transactions contemplated by this Contract on behalf 
of Buyer;

             (vi)  other items reasonably requested by the Title Company 
as administrative requirements for consummating the Closing; 

             (vii)  The Registration Rights Agreement substantially in 
the form agreed upon pursuant to Section 3.5 and executed by the Trust, 
and the Partnership Amendment substantially in the form agreed upon 
pursuant to Section 3.5 and executed by or on behalf of the Trust and the 
limited partners of Buyer;
 
             (viii)  Assumption of the Lender Loan Documents; 

             (ix)  an agreement cancelling the Warrant without any 
payment by the Seller to Buyer; and

             (x)  Buyer's written agreement to indemnify and hold Seller 
harmless of and from all liabilities, losses, damages, costs, expenses 
(including reasonable attorney's fees) that Seller suffers or incurs by 
reason of any act or cause of action occurring or accruing on or after 
the Closing Date and arising out of any act or failure to act of Buyer's 
agents, representatives and employees relating to this Contract or to the 
Project.

8.3     Adjustments at Closing.  The following items shall be adjusted or 
prorated between Seller and Buyer with respect to the Property:

        (a)  Ad valorem taxes and installments of special assessments 
(collectively, "Taxes") relating to the Property due and payable in the 
calendar year of Closing shall be prorated between Seller and Buyer as of 
Closing Date, with the Seller being responsible for the number of days in 
such calendar year of the Seller's ownership and Buyer being responsible 
for the number of days in such calendar year of the Buyer's ownership.

        If the actual amount of Taxes due and payable in the calendar 
year of Closing is not known or cannot be calculated based on tax rates 
and assessed values as of the Closing Date, the proration shall be based 
on the amount of Taxes due and payable with respect to the Property in 
the calendar year preceding the calendar year of Closing.  If the amount 
of actual Taxes due and payable in the calendar year in which the Closing 
takes place are more or less than the amount used to prorate for Taxes as 
of the Closing Date, then an adjustment for actual Taxes due shall be 
made after Closing within fifteen days after receipt of the property tax 
statements by Buyer.  Any amounts now or hereafter received by Buyer (net 
of costs and expenses incurred in connection with such protest) or Seller 
by reason of tax protests for real estate taxes due and payable with 
respect to periods prior to the Closing Date shall be the property of 
Seller, subject only to the rights of Tenants therein.

        (b)  Subject to the specific provisions of subsection (f) below, 
rents (including Tenants' contributions for operating costs and taxes) 
actually paid to and received by Seller in collected funds before Closing 
with respect to the Project for the month in which Closing occurs shall 
be prorated as of Closing, with Seller to be charged and Buyer to be 
credited with their respective portions.  Rents payable with respect to 
the Project for the month in which Closing occurs which have not been 
paid to and received by Seller in collected funds before Closing shall be 
prorated as of Closing, but with no cash credit or debit provided at 
Closing.  Nothing in this subparagraph shall prohibit, limit, or restrict 
Seller from collecting or attempting to collect directly from any Tenant 
after Closing in any lawful manner, but excluding Seller's bringing a 
unlawful detainer action against a Tenant in connection with Seller's 
collection efforts, any rents delinquent at the time of Closing.  Rents 
received after Closing shall be applied first to current rents and rents 
that become delinquent after Closing and then to rents that are 
delinquent as of the Closing (with Seller's portion to be promptly paid 
by Buyer to Seller). 

        (c)  Seller shall pay over to Buyer and shall deliver to Buyer an 
accounting for the following: unforfeited deposits paid by Tenants, 
including all rental, security, utility, key, damage, and other deposits; 
prepaid rents paid to Seller by the Tenants for periods subsequent to the 
Closing Date; and any other money held by Seller for the account of the 
Tenants.

        (d)  All insurance policies and property management and leasing 
agreements shall be terminated as of the Closing and there shall be no 
prorations as to these items.

        (e)  Buyer shall receive a credit at Closing (or assignment of 
escrowed funds in such amount) in an amount equal to the outstanding 
financial obligations of Seller for tenant improvements remaining owed to 
Lasermaster, Inc. under that certain lease dated January 31, 1996, as of 
the Closing Date.

        (f)  All other income and ordinary operating expenses of the 
Property (other than for public utilities, for which each party shall 
deal directly with the service provider), including maintenance, 
management, and other service charges, and all other normal operating 
charges with respect to the Project shall be prorated effective at 
Closing based on reasonable estimates of such operating expenses, and 
appropriate cash adjustments shall be made by Buyer and Seller at 
Closing.  

        (g)  With respect to amounts paid or payable by Tenants under the 
Leases pursuant to provisions relating to escalations or pass-throughs of 
operating expenses and real estate taxes ("Additional Rents"), Seller 
shall provide to Buyer at closing a certified statement itemizing by 
Tenant the amount of Additional Rents collected from such Tenant and a 
computation of the actual Additional Rents due from such Tenant for the 
period from January 1, 1997 (or, if such Tenant pays Additional Rents on 
other than a calendar year basis, from the commencement of the fiscal 
year on which such Tenant pays Additional Rents) through the last day of 
the month prior to the month in which Closing occurs (the "Additional 
Rent Statement").  Promptly after Closing, but in no event more than 
thirty (30) days after Closing, Seller shall provide a final certified 
Additional Rent Statement updating the statement previously provided 
through the date of Closing.  At the time each such Additional Rent 
Statement is provided, Seller shall also provide to Buyer the supporting 
data upon which such Additional Rent Statement is based.  As soon as 
practical after Closing, Seller shall attempt to reconcile with the 
Tenants for the period prior to Closing.

        If the final Additional Rent Statement shows that Seller has over 
collected the Additional Rents due from the Tenants under the Leases in 
force (including month to month and other holdover or extension 
arrangements with such Tenants) at the Closing, Seller shall pay to Buyer 
the amount of such over collected Additional Rents at the time the final 
Additional Rent Statement is provided to Buyer.  If the final Additional 
Rent Statement shows that Seller has under collected the Additional Rents 
due from the Tenants under the Leases in force at the Closing, Buyer 
shall make appropriate adjustments to the monthly amounts payable by such 
Tenants and shall invoice such under collected amounts to such Tenants as 
part of Buyer's year end billing to reconcile estimated Additional Rents 
to actual amounts received from each such Tenant.  Buyer shall pay to 
Seller such uncollected amounts as, if and when received by Buyer.  Buyer 
shall use reasonable efforts to collect such amounts due and shall be 
entitled to recover the cost of collections incurred in connection with 
such efforts (apportioned proportionately between the amounts due to 
Seller and to Buyer) other than Buyer's administrative and overhead costs 
in billing and collection in connection with normal operations at the 
Property.  The foregoing notwithstanding, Buyer shall have no liability 
to Seller for any uncollected amounts and shall not be required to 
commence any legal action to collect any such amounts.

        Notwithstanding Seller's provision to Buyer of the final 
certified Additional Rent Statement and the payment if any, of over 
collected amounts at the time of the provision of such statement, Seller 
shall remain obligated to refund to any Tenant any additional amounts 
finally determined to have been overcollected from such Tenant with 
respect to the period prior to Closing by an independent arbitral or 
judicial authority.

        With respect to Additional Rents due to Seller from Tenants not 
in occupancy as of the date of Closing, Seller shall retain all rights 
relating thereto and all amounts collected by Seller relating thereto 
shall be retained by Seller.

        As between Seller and Buyer, Additional Rents shall be allocated 
and apportioned over the period with regard to which operating expenses 
or real estate taxes are incurred, notwithstanding the date on which such 
Additional Rents become payable.

        The provisions of this subsection (g) shall survive Closing.

        (h)  Buyer shall be entitled to a credit against the Purchase 
Price as provided in Section 4.4 hereof.

8.4     Possession and Closing.  Possession of the Property shall be 
delivered to Buyer by Seller at the Closing, subject to the rights of the 
Tenants.  Buyer shall make its own arrangements for the provision of 
public utilities to the Project and Seller shall terminate its contracts 
with such utility companies that provide services to the Project.

8.5     Costs of Closing.  Each party is responsible for paying the legal 
fees of its counsel in negotiating, preparing, and closing the 
transaction contemplated by this Contract.  Seller shall be responsible 
for paying the state deed tax (if any) due upon recording of the Special 
Warranty Deed and Buyer shall be responsible for paying the recording 
fees for such deed.  Any other expense not specifically allocated herein 
shall be allocated between the parties in the customary manner for 
closings of real property similar to the Property in the geographic area 
in which the Property is located.




ARTICLE IX

DEFAULTS AND REMEDIES

9.1     Seller's Defaults; Buyer's Remedies.  In addition to Buyer's 
remedy for the breaches described in Section 5.3 hereof, if Seller is in 
default hereunder after expiration of any applicable cure period provided 
herein, Buyer may, at Buyer's sole option, do any of the following, as 
Buyer's sole and exclusive remedies:

        (a)  Terminate this Contract by giving written notice to Seller 
on or before the Closing Date, in which event the Earnest Money Deposit 
shall be returned to Buyer; or

        (b)  If the default is Seller's failure to cure Objections, cure 
the Objections not cured by Seller at Closing (thereby waiving any 
further recourse against Seller by reason thereof) and reduce the 
Purchase Price only to the extent of up to the first $50,000 (in the 
aggregate) of the cost of curing any Material Objections and the full 
amount of the cost of discharging any Lien, to the extent paid by Buyer 
and not by Seller pursuant to Section 4.4 hereof, and proceed to 
consummate this transaction in accordance with this Contract, or

        (c)  Enforce specific performance of this Contract.

9.2     Buyer's Default; Seller's Remedies.  If Buyer is in default under 
this Contract or under the NWBC Contract or the 330 Contract, and such 
default continues for ten (10) days after written notice thereof from 
Seller to Buyer, Seller may, as Seller's sole and exclusive remedy, 
terminate this Contract and receive the Earnest Money Deposit from the 
Title Company.

9.3     Payment of Earnest Money Deposit.  Upon the termination of this 
Contract by reason of a default by Buyer hereunder and expiration of any 
applicable cure period provided herein, the Earnest Money Deposit shall 
forthwith be tendered by the Title Company to Seller.  If the Earnest 
Money Deposit may be properly delivered to Seller under this Section 9.3, 
then Buyer shall, promptly on written request from Seller, execute and 
deliver any documents necessary to cause the Title Company to deliver the 
Earnest Money Deposit to Seller.

9.4     Waiver of Claims.  As a further material inducement to Seller to 
enter into this Contract and the transactions contemplated herein, Buyer 
represents and warrants to Seller that Buyer is acquiring the Property 
for commercial or business use, has knowledge and experience in financial 
and business matters that enable Buyer to evaluate the merits and risks 
of the transaction herein contemplated, has bargained for and obtained a 
Purchase Price and other terms under this Contract which make the 
acceptance of a contract which substantially limits its recourse against 
the Seller acceptable and has been and will continue to be represented by 
counsel in connection with the transactions contemplated herein.

9.5     Statutory Cancellation.  The parties agree that if Seller 
commences a statutory cancellation of this Agreement by reason of Buyer's 
default, the Buyer's cure period shall be limited to thirty (30) days.

9.6     Varde Default.  If Varde defaults under the agreement with Buyer 
contemplated under subsection (ii) of Section 3.3 of this Agreement, 
including a failure by Varde to perform at Closing, and Buyer notifies 
Seller that it has decided not to seek specific performance of Varde's 
performance or that such specific performance is not available, then 
Buyer or Seller shall have the right to terminate this Contract by giving 
written notice to the other party on or before Closing, in which event 
the Earnest Money shall be returned to Buyer and Buyer and Seller shall 
have no further obligations, one to the other, with respect to the 
subject matter of this Contract (except under Section 4.7) except that 
Seller shall reimburse Buyer for all reasonable out-of-pocket costs and 
expenses incurred by Buyer in connection with this Contract and with the 
Property, including, but not limited to, title company charges, 
engineering fees, environmental consultant's fees, architect's fees, 
legal fees (including the cost of pursuing such specific performance) and 
other similar charges.





ARTICLE X

BROKERAGE COMMISSIONS

10.1     Amount.  Seller shall pay a real estate brokerage commission to 
Tom Holtz of CB Commercial (the "Seller's Broker") in the amount of 
$100,000 for Broker's services in connection with this transaction, if, 
as and when Closing occurs and Seller conveys the Property to Buyer.

        Seller's obligation to pay such commission is totally contingent 
upon the consummation of the Closing and the payment to Seller of the 
Purchase Price and shall not be payable if Closing and such payment shall 
not occur for any reason, including Seller's default.  Seller's Broker 
may divide its commission with other licensed real estate brokers, 
agents, or salespersons, but Seller's only obligation to pay a commission 
with respect to the Property, regardless of the nature or extent of 
Seller's contact with any other broker or salesman is to Seller's Broker 
pursuant to this Contract.  Notwithstanding the foregoing, Seller may, at 
its option, require the Buyer to pay the Seller's Broker in which event 
the Purchase Price shall be reduced by the amount of such payment.  Buyer 
shall be responsible to pay the commission or fee due to Tim Leary & 
David Ryder of CB Commercial ("Buyer's Broker") in connection with this 
Contract.  Buyer's Broker shall have no right to share in the commission 
payable by Seller to Seller's Broker.  Buyer's obligation to pay such 
commission is totally contingent upon the consummation of the Closing and 
the payment to Seller of the Purchase Price and shall not be payable if 
Closing and such payment shall not occur for any reason, including 
Buyer's default.

10.2     Indemnity.  Seller represents and warrants to Buyer that Seller 
has not contacted or entered into any agreement with any real estate 
broker, agent, finder, or any other party in connection with this 
transaction, other than as identified in Section 10.1 and that Seller has 
not taken any action that would result in any real estate broker's, 
finder's, or other fees or commissions being due to any other party with 
respect to this transaction.  Seller acknowledges and agrees that Buyer 
shall have no obligation to pay any commission by reason of the purchase 
and sale contemplated hereby to Seller's Broker and that any commission 
payable to any such persons or entities by reason of the purchase and 
sale contemplated hereby shall be paid by Seller; such agreement shall 
not create any obligation by Seller to such person or entity absent a 
written agreement with Seller to such effect.  Buyer represents and 
warrants to Seller that Buyer has not contacted or entered into any 
agreement with any real estate broker, agent, finder, or other party in 
connection with this transaction, other than as identified in Section 
10.1 and that Buyer has not taken any action that would result in any 
real estate broker's, finder's, or other fees or commissions being due to 
any other party with respect to this transaction.  Buyer acknowledges and 
agrees that Seller shall have no obligation to pay any commission by 
reason of the purchase and sale anticipated hereby to Buyer's Broker.  
Each party hereby indemnifies and agrees to hold the other party harmless 
from any loss, liability, damage, cost, or expense (including, but not 
limited to, reasonable attorney's fees) resulting to the other party from 
a breach of the representation and warranty made by such party herein.  
The indemnities set forth in this Section 10.2 shall survive the Closing.

    



ARTICLE XI

MISCELLANEOUS

11.1     Notices.  All notices, demands, requests, and other 
communications given with respect to the subject matter of this Contract 
shall be in writing, and shall be deemed to be delivered (a) on receipt 
if delivered by hand delivery, (b) on receipt if faxed to the number 
provided below (provided that a copy of such fax is also sent by U.S. 
mail or by a recognized overnight courier service), or (c) when delivered 
to a recognized overnight courier service, or whether actually received 
or not, if addressed as provided below: 

If to Seller:              c/o Apex Asset Management Corporation
                           600 South Highway 169, Suite 1970
                           Minneapolis MN 55426
                           Attn:  Stewart R. Stender
                           Fax No: 612-545-1510

Copies to:                 Fabyanske, Svoboda, Westra & Hart
                           1100 Kinnard Financial Center
                           920 Second Avenue South
                           Minneapolis MN 55402
                           Attn:  Mark W. Westra
                           Fax No: 612-338-3857

If to Buyer:               Liberty Property Limited Partnership
                           65 Valley Stream Parkway
                           Great Valley Corporate Center
                           Malvern, PA 19355
                           Attention:  John Gattuso
                           Fax No: 610-644-4129
                           Phone No: 610-648-1754

With a copy to:            Liberty Property Limited Partnership
                           65 Valley Stream Parkway
                           Great Valley Corporate Center
                           Malvern, PA 19355
                           Attention:  Anne Sheppard
                           Fax No: 610-644-4129
                           Phone No: 610-648-1700

Copies to:                 Dorsey & Whitney
                           220 South Sixth Street
                           Suite 2200
                           Minneapolis MN 55402
                           Attention:  Jeff Benson
                           Phone No: 612-340-2757
                           Fax No: 612-340-7800

11.2     Governing Law.  This Contract is being executed and delivered, 
and is intended to be performed, in the State of Minnesota, and the laws 
of Minnesota shall govern the validity, construction, enforcement, and 
interpretation of this Contract, unless otherwise specified herein.  This 
Contract is performable in, and the exclusive venue for any action 
brought with respect hereto shall lie in, Hennepin County, Minnesota.

11.3     Entirety and Amendments.  This Contract embodies the entire 
agreement between the parties and supersedes all prior agreements and 
understandings, if any, relating to the Property, including any letter of 
intent executed relating to the Property, and may be amended or 
supplemented only by an instrument in writing executed by the party 
against whom enforcement is sought.

11.4     Parties Bound.  This Contract is binding on and inures to the 
benefit of Seller and Buyer, and their respective heirs, executors, 
administrators, successors, and assigns.

11.5     Further Acts.  In addition to the acts and deeds recited in this 
Contract and contemplated to be performed, executed, and/or delivered 
under this Contract, Seller and Buyer agree to perform, execute, and/or 
deliver or cause to be performed, executed, and/or delivered at the 
Closing of after the Closing all further acts, deeds, and assurances 
reasonably necessary to consummate the transactions contemplated hereby.

11.6     Condition of the Property.  EXCEPT FOR ANY REPRESENTATIONS AND 
WARRANTIES OF SELLER PROVIDED HEREIN, BUYER ACKNOWLEDGES AND AGREES THAT 
THE PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO BUYER "AS IS, WHERE IS, 
AND WITH ALL FAULTS", AND THAT, EXCEPT FOR ANY EXPRESS REPRESENTATIONS 
AND WARRANTIES OF SELLER PROVIDED HEREIN, SELLER DOES NOT WARRANT OR MAKE 
ANY REPRESENTATION, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY, 
QUANTITY, QUALITY, CONDITION, SUITABILITY OR FITNESS FOR ANY PURPOSE 
WHATSOEVER OF THE PROPERTY AND HAS NO OBLIGATION WHATSOEVER TO UNDERTAKE 
ANY REPAIRS, ALTERATIONS, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY 
PORTION OF THE PROPERTY.  

        EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER 
PROVIDED HEREIN, BUYER AGREES THAT IN THE EVENT OF ANY CONSTRUCTION 
DEFECTS, ERRORS, OMISSIONS OR ON ACCOUNT OF ANY OTHER CONDITIONS 
AFFECTING THE PROPERTY, BUYER SHALL LOOK SOLELY TO SELLER'S PREDECESSORS 
OR TO SUCH CONTRACTORS AND CONSULTANTS AS MAY HAVE CONTRACTED FOR WORK IN 
CONNECTION WITH THE PROPERTY FOR ANY REDRESS OR RELIEF.  EXCEPT FOR ANY 
REPRESENTATIONS AND WARRANTIES OF SELLER PROVIDED HEREIN, UPON THE 
ASSIGNMENT BY SELLER OR ITS CLAIMS, BUYER RELEASES SELLER OF ALL RIGHTS, 
EXPRESS OR IMPLIED, BUYER MAY HAVE AGAINST SELLER ARISING OUT OF OR 
RESULTING FROM ANY ERRORS, OMISSIONS OR DEFECTS IN THE PROPERTY. 

        SUBJECT TO THE DELIVERY BY SELLER OF THE INFORMATION DESCRIBED IN 
SECTION 5.2(a) HEREOF, TO THE EXTENT IN SELLER'S, SELLER'S PARTNERS OR 
THE PROPERTY MANAGER'S POSSESSION, BUYER ALSO ACKNOWLEDGES AND AGREES 
THAT THE PROVISIONS IN THIS CONTRACT FOR INSPECTION AND INVESTIGATION OF 
THE PROPERTY ARE ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN 
DETERMINATION WITH RESPECT TO THE MERCHANTABILITY, QUANTITY, QUALITY, 
CONDITION, AND SUITABILITY OR FITNESS FOR ANY PURPOSE OF THE PROPERTY, 
INCLUDING, WITHOUT LIMITATION, ITS COMPLIANCE WITH APPLICABLE 
ENVIRONMENTAL LAWS.

11.7     Time of the Essence.  It is agreed by Seller and Buyer that time 
is of the essence with respect to this Contract.

11.8     Exhibits.  The Exhibits referred to in, and attached to, this 
Contract are incorporated in and made a part of this Contract for all 
purposes.

11.9     Risk of Loss.  Seller shall promptly notify Buyer of any fire or 
other casualty affecting the Project or of any actual or threatened (to 
the extent that Seller has current actual knowledge thereof) taking or 
condemnation of all or any portion of the Project.  If between the 
Effective Date of the Contract and the Closing Date, there occurs:

        (a)  damage to the Project caused by fire or other casualty that 
would cost $500,000 or more to repair or would be likely to result, in 
Buyer's judgment, in the loss of any Tenant or Tenants representing an 
aggregate of more than 5% of the total net operating income with respect 
to the Property; or

        (b)  the taking or condemnation of all or a portion of the 
Project that would materially interfere with the present use of the 
Project or if any taking or condemnation occurs for which Buyer does not 
approve the amount of the condemnation award;

        then, Buyer may terminate this Contract by giving written notice 
to Seller within ten (10) Business Days after Buyer has received notice 
from Seller.  If Buyer does not so timely elect to terminate this 
Contract, then the Closing shall take place as provided herein and there 
shall be assigned to Buyer at the Closing all interest of Seller in and 
to any insurance proceeds (and Seller shall pay to Buyer the amount of 
any deductible) or condemnation awards payable to Seller on account of 
that event, less sums that Seller incurs before the Closing to repair any 
of the damage.  

        If between the Effective Date of the Contract and the Closing 
Date, there occurs:

        (c)  damage to the Project caused by fire or other casualty that 
would cost less than $500,000 to repair or would be likely to result, in 
Buyer's judgment, in the loss of any Tenant or Tenants representing an 
aggregate of less than 5% of the total net operating income with respect 
to the Property; or

        (d)  the taking or condemnation of all or a portion of the 
Project that would not materially interfere with the present use of the 
Project and Buyer approves of the condemnation award;

        then, Buyer may not terminate this Contract and there shall be 
assigned to Buyer at the Closing all interest of Seller in and to 
insurance proceeds (and Seller shall pay to Buyer the amount of any 
deductible) or condemnation awards payable to Seller on account of that 
event, less sums that Seller incurs before the Closing to repair any of 
the damage.

        The provisions of the Section 11.9 shall survive Closing.

11.10  Assignment.  This Agreement shall apply to, inure to the benefit 
of and be binding upon and enforceable against the parties hereto and 
their respective successors and assigns.  No such assignment will release 
Buyer from any of its obligations hereunder.

11.11  Attorney's Fees.  If either party hereto employs an attorney to 
enforce or defend its rights hereunder, the prevailing party shall be 
entitled to recover its reasonable attorney's fees.

11.12  Non-Disclosure; Non-Recordation.  Neither party shall make public 
disclosure with respect to this transaction before the Closing except:

        (a)  as may be required by law, including without limitation 
disclosures required under securities laws; and

        (b)  to such lenders, attorneys, accountants, partners, 
directors, officers, employees and representatives of either party or of 
such party's advisors who need to know such information for the purpose 
of evaluating and consummating the transaction, including the financing 
of the transaction; and

        (c)  to present or prospective sources of financing.

        Neither this Contract, nor a memorandum hereof, shall be recorded 
in any public records.

11.13   Enforceability.  If a provision of this Contract is held to be 
illegal, invalid, or unenforceable under present or future laws effective 
during this Contract, the legality, validity, and enforceability of the 
remaining provisions of this Contract shall not be affected thereby, and 
in lieu of each illegal, invalid or unenforceable provision there shall 
be added automatically as a part of this Contract a provision as similar 
in terms to such illegal, invalid, or unenforceable provision as may be 
possible and be legal, valid, and enforceable.

11.14   Business Day.  Notwithstanding any other provision herein, if the 
Closing Date or the expiration of the Inspection Period, Title Review 
Period or Cure Period occurs on a day that is not a Business Day, then 
the Closing Date or the expiration date for such period shall be extended 
to 4:00 p.m. on the first Business Day following that date.

11.15   Expiration of Offer.  If a fully-executed counterpart of this 
Contract is not received by Seller and Title Company on or before January 
24, 1997 as indicated below, the offer contained in this Contract shall 
be null and void.

11.16   Counterpart Signatures.  This Contract may be executed in any 
number of counterparts, which, when assembled and taken together, is to 
be regarded as a single agreement. 



                            SIGNATURE PAGE FOR
                             CONTRACT OF SALE
                                    SOBC



EXECUTED by Buyer on the         day of January, 1997

                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust, 
                               its sole general partner

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          And 

                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


EXECUTED by Seller on __ day of January, 1997.

                          SELLER:

                          SOBC ASSOCIATES LLC, 
                          a Minnesota limited liability company

                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


JOINDER OF SELLER'S PARTNERS


The undersigned partners in Seller agree that the Partnership Interests 
in Buyer acquired pursuant hereto shall be pledged as security for the 
performance of the obligations, duties and liabilities of Seller and 
Varde that survive Closing, provided however, that if no action is 
commenced with regard to an alleged breach in the performance of said 
obligations, duties and liabilities of Seller and Varde that survive 
Closing within one (1) year after Closing, such Partnership Interest 
shall thereafter be free and clear of any such pledge.  The undersigned 
partners in Seller agree to execute and/or deliver such instruments as 
Buyer may reasonably request to perfect such pledge.

Dated:  January __, 1997


                          ------------------------------ 
                          Stewart R. Stender


                          ------------------------------ 
                          Robert C. Lux





JOINDER OF BROKERS


Brokers have executed this Contract solely for the purposes of evidencing 
its agreement to the terms of Section 10.1 of this Contract.  No consent 
by Brokers shall be required to amend any other term of this Contract.


Date executed:  January __, 1997

                          CB COMMERCIAL     

                          By:
                                 ------------------------------ 
                          Name:  Tom Holtz         
                          Title:
                                 ------------------------------  


                          By:
                                 ------------------------------ 
                          Name:  Jim Leary      
                          Title: 
                                 ------------------------------ 


                          By:
                                 ------------------------------ 
                          Name:  David Ryder 
                          Title:
                                 ------------------------------ 




JOINDER OF TITLE COMPANY



The undersigned has received a counterpart of this Contract, fully 
executed by Seller and Buyer, on the       day of January, 1997.




                          COMMONWEALTH LAND TITLE INSURANCE COMPANY


                          By:
                                  ------------------------------ 
                          Name:
                                  ------------------------------ 
                          Title:
                                  ------------------------------ 

 


EXHIBIT 10.7

                              AMENDMENT
                                 TO
                          CONTRACT OF SALE
                                SOBC


This Amendment (the "Amendment") dated as of the ____ day of March, 1997, 
is made and entered into by and between SOBC ASSOCIATES LLC, a Minnesota 
limited liability company ("Seller") and LIBERTY PROPERTY LIMITED 
PARTNERSHIP, a Pennsylvania limited partnership or its permitted assigns 
("Buyer").

                            WITNESSETH


WHEREAS, Seller and Buyer entered into that Contract of Sale dated 
January 22, 1997, as amended by Amendment No. 1 thereto dated January 31, 
1997 and by letter agreements dated March 7, 1997 and March 13, 1997 (the 
"Contract") with regard to certain property owned by Seller in Hennepin 
County, Minnesota; and

WHEREAS, Seller and Buyer have agreed to amend the Contract in order to 
evidence their agreement to certain changes to the Contract, as provided 
hereinafter; and

NOW, THEREFORE, in consideration of the foregoing recitals and for other 
good and valuable consideration, the receipt and sufficiency of which is 
hereby acknowledged, the parties hereto agree as follows:

I.Defined Terms.  Unless the context otherwise indicates or unless 
otherwise defined herein, capitalized terms used herein shall have the 
meanings set forth in the Contract.

2.     Amendments.

        a.   Section 3.3, through 3.3(v), of the Agreement is hereby 
amended in its entirety to read as follows:

             "At Closing the following shall occur:

             (i)   Buyer will assume and agree to pay, in accordance with 
an assumption agreement and a loan amendment (the "Amended Loan  
Documents") in form and substance reasonably acceptable to Jackson 
National Life Insurance Company ("Lender") and Buyer, the outstanding 
principal balance (as shown in a writing from Lender) of that Promissory 
Note (the "Note") executed by Seller in favor of Lender in the original 
principal amount of $9,120,000, and with an outstanding principal balance 
as of the date hereof of approximately $9,040,587.30 and the other loan 
documents executed in connection therewith (collectively, the "Lender 
Loan Documents").  Buyer will pay, in addition to the Purchase Price, an 
assumption fee of 1% of the outstanding principal balance of such loan at 
closing payable to Lender together with Lender's out-of-pocket costs (all 
of which shall be determined as of Closing), in connection with such 
assumption, the Capital Improvement Escrow Account and the Tenant 
Improvement Escrow Account will be transferred to Buyer without 
adjustment to the Purchase Price;

             (ii)   Buyer will purchase that certain Warrant and Note 
issued to The Varde Fund III-A, L.P. for an aggregate price of 
$4,684,191.76; and 

             (iii)  Buyer will pay adjusted costs (including the closing 
costs) shown on the attachment to the Closing Statement in the amount of 
$160,220.94;

             (iv)   Buyer shall issue to Seller 56,381 partnership 
interests in Buyer (the "Partnership Interests"), with each Partnership 
Interest valued at the lesser of (a) the Average Share Price as of the 
Closing Date, or (b) $25, and with the number of Partnership Interests 
rounded to the nearest whole number."

        b.   Section 3.5(f)(iii) of the Contract and the Registration 
Rights Agreement previously approved by Buyer and Seller is hereby 
amended to increase the permitted weekly trading by Seller from 10% to 
20% of the average weekly trading volume for the Shares.

        c.   Section 8.2(b)(viii) of the Contract is hereby amended 
to read:

             "(viii)  Assumption of the Note and execution of 
the Amended Loan Documents."

        d.   Section 7.2 of the Contract is hereby amended to add the 
following new subsection (f):

             "(f)Buyer is satisfied, in its reasonable discretion, with 
the form and content of the Amended Loan Documents."

        e.   Subject to the terms of this Amendment, Buyer has accepted 
the condition of the Property pursuant to Section 4.6 of the Contract.

3.      Full Force and Effect.  Seller and Buyer agree that the Contract 
is in full force and effect and has not been amended, modified or 
supplemented in any respect, except as provided herein.

4.      Governing Law.  This Amendment is being executed and delivered 
and is intended to be performed in the State of Minnesota, and the laws 
of Minnesota shall govern the validity, construction, enforcement and 
interpretation of this Amendment, unless otherwise specified herein.

5.      Parties Bound.  This Amendment is binding on and inures to the 
benefit of Seller and Buyer, and their respective heirs, executors, 
administrators, successors and assigns.

6.      Counterpart Signatures.  This Amendment may be executed in any 
number of counterparts, which, when assembled and taken together, is to 
be regarded as a single agreement.



                          SIGNATURE PAGE FOR
                             AMENDMENT NO.
                                  TO 
                           CONTRACT OF SALE
                                 SOBC



EXECUTED by Buyer on the         day of March, 1997

                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust,
                               its sole general partner

                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


EXECUTED by Seller on __ day of March, 1997.

                          SELLER:

                          SOBC ASSOCIATES LLC, 
                          a Minnesota limited liability company


                          By:  
                               ------------------------------ 
                          Its:
                               ------------------------------ 




EXHIBIT 10.8

                          AGREEMENT REGARDING
                      PURCHASE OF WARRANT AND NOTE



THIS AGREEMENT is made as of the 21st day of February, 1997, by and 
between THE VARDE FUND III-A, L.P., a Delaware limited partnership 
("Seller") and LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania 
limited partnership ("Buyer").

                          W I T N E S S E T H

WHEREAS, Seller is the holder of warrants to acquire 18,000 Class B 
membership units in SOBC Associates LLC, a Minnesota limited liability 
company (the "Company"), pursuant to that certain Unit Purchase Warrant 
dated June 26, 1996 from Company to Seller (the "Unit Purchase Warrant"), 
which was issued pursuant to that Warrant Agreement, dated June 26, 1996 
between Company and Seller (the "Warrant Agreement"; collectively, the 
Unit Purchase Warrant and the Warrant Agreement are the "Warrant"); 

WHEREAS, Seller is the holder of a Promissory Note dated June 26, 1996 
from Company to Seller in the original principal amount of $2,430,000 
(the "Note") and the documents and instruments given as security 
therefor;

WHEREAS, Buyer and Company have entered into a Contract of Sale dated 
January 22, 1997 (the "Contract of Sale") with regard to the contribution 
of the sole asset of Company (the "Property") to Buyer in exchange for 
partnership interests in Buyer, subject to the prior purchase by Buyer of 
the Warrant and the Note held by Seller pursuant to the terms of this 
Agreement; and

WHEREAS, Buyer is purchasing from Seller, the Purchased Interests (as 
hereinafter defined) in order to facilitate the Company's transfer of the 
Property to the Buyer in a transaction intended to qualify as a 
contribution pursuant to Section 721 of the Internal Revenue Code of 1986 
and the parties intend to dissolve and liquidate the Company immediately 
following the purchase of the Property;

WHEREAS, it is the intention of the Buyer and Seller and the parties to 
the Contract of Sale that Buyer purchase the Purchased Interest only in 
connection with a Closing on the Contract of Sale, that Buyer have no 
liability as a member in the Company before or after the Closing on the 
Contract of Sale and that Buyer's rights and obligations against the 
Company under the Contract of Sale not be affected or impaired in any 
manner by Buyer's acquisition of the Purchased Interest; and

WHEREAS, Seller and Buyer are entering into this Agreement to set forth 
the terms and conditions of the sale of the Purchased Interests by Seller 
to Buyer.

NOW, THEREFORE, in consideration of the foregoing recitals and for other 
good and valuable consideration, the receipt and sufficiency of which is 
hereby acknowledged, the parties hereto hereby agree as follows:

1.    Defined Terms.

      Assignment of Warrant and Note:  The assignment in the form of 
Exhibit A attached hereto. 

      Closing:  The consummation of the contribution of the Property by 
the Company to Buyer in accordance with the Contract of Sale.

      Closing Date:  The date on which the Closing is actually held.

      Company Documents:  The Articles of Organization, Operating 
Agreement, Member Control Agreement and Transfer Restriction Agreement of 
the Company.

      Contract of Sale:  As defined in the recitals hereto.

      Liabilities:  As defined in Section 10 hereof.

      Note:  As defined in the recitals hereto.

      Property:  As defined in the recitals hereto.

      Purchase Price:  As defined in Section 3 hereof. 

      Purchased Interest:  The Warrant and the Note.

      Title Company:  Commonwealth Land Title Insurance Company.

      Warrant:  As defined in the recitals hereto.

      Warrant Agreement:  As defined in the recitals hereto.

2.    Agreement of Purchase and Sale.

      (a)  On the terms and conditions stated herein, Seller agrees to 
sell and convey the Purchased Interest to Buyer and Buyer agrees to 
purchase and acquire the Purchased Interest from Seller on the Closing 
Date.

      (b)  The purchase price of the Purchased Interest shall be the 
amount which would be distributable to Seller pursuant to the terms of 
the Warrant and the Company Documents of the Company by reason of a sale 
of the Property to Buyer on the Closing Date for the purchase price set 
forth in the Contract of Sale ($15,285,000), subject to the adjustments 
and prorations required by the Contract of Sale.  The Seller and the 
Company agree that the calculation set forth on Exhibit B accurately sets 
forth the Purchase Price of the Purchased Interest assuming a Closing on 
March 20, 1997, without giving effect to the adjustments noted herein.

           The Purchase Price will be adjusted in the event of a change 
in the Closing Date only in order to reflect the adjustment in the 
portion of the purchase price payable to the Seller in accordance with 
the provisions of the Warrant and the Company Documents, which adjustment 
will not affect the purchase price payable under the Contract of Sale.

      (c)  After giving effect to the sale and purchase under this 
Section 2 and the completion of the Closing, Buyer shall be the sole 
owner of the Warrant and the Note.

3.    Terms and Conditions of Purchase and Sale.  

      a.   On the Closing Date (i) Seller shall execute and deliver into 
escrow with the Title Company, at its office in Minneapolis, Minnesota, 
the Assignment of the Warrant and Note, the Warrant, the Note, 
assignments of the other documents and contracts given as security 
therefor and the certificate of Seller required by Section 4 hereof, 
which documents shall be delivered from escrow to Buyer only upon 
satisfaction of the conditions precedent set forth in Section 9 hereof 
and the Buyer's payment of the Purchase Price to Seller in immediately 
available funds at Closing, and (ii) subject to the satisfaction of the 
conditions precedent set forth in Section 9 hereof, Buyer shall pay to 
Seller the Purchase Price in immediately available funds and shall 
execute and deliver to Seller the acceptance of the Assignment, which 
deliveries and actions shall be deemed to have occurred simultaneously 
and to constitute the Closing hereunder.

      b.   Seller and Buyer hereby agree that, notwithstanding anything 
to the contrary herein or in the Warrant, if the transaction contemplated 
hereby is consummated as provided in this Agreement, Seller shall not be 
entitled to any share of Company's taxable income or any distributions of 
cash flow for the period prior to or after the Closing Date, but Seller 
shall be entitled to receive interest accruing on the Note, as provided 
therein, for the period to and including the day prior to the Closing 
Date, but if Seller has not received the Purchase Price by 2:00 p.m on 
the Closing Date, Seller shall be entitled to interest for the Closing 
Date.

      c.   Subject to the requirements of the second paragraph of Section 
3.2 of the Warrant Agreement, Seller shall assign to Buyer at Closing 
title to the Purchased Interest free and clear of any lien, claim, 
option, call, right of first refusal, charge, security interest, 
encumbrance, restriction on transfer (other than any restriction under 
the Securities Act of 1933, as amended, or state securities or "blue sky" 
laws) or other right of any other party.

4.    Representations and Warranties of Seller.  Seller hereby represents 
and warrants to Buyer that, as of the date hereof:

      a.   Subject to satisfaction of the requirements of the second 
paragraph of Section 3.2 of the Warrant Agreement, Seller has full right, 
power and authority to sell the Purchased Interest to Buyer as provided 
in this Agreement and to carry out Seller's obligations under this 
Agreement, and all requisite action necessary to authorize Seller to 
enter into this Agreement and to carry out Seller's obligations hereunder 
has been taken;

      b.   Subject to satisfaction of the requirements of the second 
paragraph of Section 3.2 of the Warrant Agreement, Seller is the record 
and beneficial owner of the Purchased Interest, free and clear of any 
lien, claim, option, call, right of first refusal, charge, security 
interest, encumbrance, restriction on transfer (other than any 
restriction under the Securities Act of 1933, as amended, or state 
securities or "blue sky" laws) or other right of any other party;

      c.   Seller has not exercised the Warrant in whole or in part.

      d.   Seller is not a foreign person under Sections 1445 and 7701 of 
the Internal Revenue Code of 1986, as amended, and regulations 
promulgated thereunder;

      e.   The outstanding balance of principal on the Note is $2,430,000 
as of the date hereof.  Accrued interest on the Note has been paid for 
the period ending December 31, 1996.

      f.   Subject to the requirements of the second paragraph of Section 
3.2 of the Warrant Agreement, neither the execution, delivery and 
performance of this Agreement by Seller, nor the consummation by Seller 
of the transaction contemplated hereby (i) violates (A) any law, 
regulation, order, writ, injunction, decree, determination, or award of 
any court, any governmental department, board, agency or instrumentality, 
domestic or foreign, or any arbitrator applicable to Seller, (B) the 
partnership agreement of Seller, or (C) any contract, agreement, 
instrument, mortgage, note, lease or other arrangement binding on or 
affecting Seller or the Purchased Interest; (ii) requires any consent, 
authorization or approval under any contract, agreement, instrument, 
mortgage, note, lease or other arrangement to which Seller or the 
Purchased Interest is bound; or (iii) results in the creation or 
imposition of any encumbrance upon the Purchased Interest. 

      g.   Any registration, declaration or filing with, or consent, 
approval, license, permit or other authorization or order by, any 
governmental or regulatory authority, domestic or foreign, that is 
required in connection with the valid execution, delivery, acceptance and 
performance by Seller under this Agreement or the consummation by Seller 
of the transaction contemplated hereby has been completed, made or 
obtained on or before the date of this Agreement.

      h.   There is no action, suit or proceeding pending or, to the 
current actual knowledge of Seller, threatened against or affecting 
Seller or the Purchased Interest, in any court or before or by any 
governmental department, board, agency or instrumentality, domestic or 
foreign, or any arbitrator which, if adversely determined, would 
materially impair Seller's ability to perform its obligations under this 
Agreement or would have a material adverse effect on the financial 
condition of Seller.

      i.   Except as provided in the Contract of Sale, no broker, finder, 
or investment banker is entitled to any brokerage, finder's or other fee 
or commission in connection with the transactions hereunder based upon 
arrangement made by or on behalf of the Seller.

BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO EXPRESSED OR IMPLIED 
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROPERTY AND THAT 
SELLER SHALL HAVE NO LIABILITY TO BUYER FOR ANY MISREPRESENTATION OR 
BREACH BY THE COMPANY IN CONNECTION WITH THE CONTRIBUTION OF THE PROPERTY 
TO THE BUYER PURSUANT TO THE CONTRACT OF SALE.

Seller shall execute and deliver a certificate at Closing as to the 
correctness of the representations and warranties set forth above as of 
the Closing Date (and, if any such representation shall not then be 
correct, of any exceptions thereto.)

5.    Covenants of Seller.

      a.   From the date of the execution of this Agreement and until the 
Closing Date, Seller will not transfer the Warrant or the Note or any 
portion thereof, exercise the Warrant or create, or permit to be created, 
any mortgages, security interests, liens, judgments or other encumbrances 
on the Warrant or the Note in favor of third parties, except with Buyer's 
written consent in each instance.

      b.   From the date of the execution of this Agreement and until the 
Closing Date, Seller shall advise Buyer of any action, suit or 
proceeding, litigation, arbitration or administrative hearing before any 
governmental agency concerning or affecting the Warrant or the Note in 
any manner that is instituted or threatened in writing and of which 
Seller has current actual knowledge.

      c.   Seller does hereby approve, for the benefit of the Company and 
the Buyer, the Contract of Sale.

      d.   Upon the closing of the transaction contemplated by this 
Agreement, Seller will transfer title in the Purchased Interest to the 
Buyer, free and clear of any encumbrance.

6.    Survival Beyond Closing.  Except to the extent that Buyer has 
current actual knowledge of any breach at or prior to Closing (which 
Buyer, by closing the purchase contemplated hereby, shall be deemed to 
have waived), the representations, warranties and covenants of Seller 
contained in this Agreement (including, without limitation, Seller's 
indemnification obligations under Section 10 of this Agreement) shall 
survive the Closing, provided, however, that (i) any action for Buyer's 
damages with regard to misrepresentation, or breach of warranty, covenant 
or agreement of Seller (including, without limitation, any breach of 
Seller's indemnification obligations under Section 10 of this Agreement) 
must be brought within three (3) years after Closing or shall forever be 
barred and (ii) notwithstanding anything herein to the contrary, Seller 
shall not be liable to Buyer or any Buyer Indemnitee (as hereinafter 
defined) for, nor shall the Liabilities for which Seller may be liable 
hereunder include, any costs, liabilities, losses, damages, taxes, 
penalties, fines and assessments (whether criminal or civil), actions, 
suits, claims, obligations, injuries, judgments, disbursements and 
demands of any kind or nature whatsoever related to or arising with 
respect to the business, opportunities, investments or operations of the 
Buyer (other than the Property and the loss of value thereto resulting 
from Seller's misrepresentations or breach of warranties, covenants or 
agreements), based on, or arising or resulting from the breach of or 
misstatement of any material fact contained in any representation, 
warranty, covenant or agreement of Seller.

7.    Seller's Knowledge; Authority.  The term "Seller's current actual 
knowledge" as used in this Agreement, means matters of which Seller or 
Gregory S. McMillan is presently aware at the relevant time, by virtue of 
Seller's ownership of the Warrant, without undertaking any further 
investigation or inquiry whatsoever, but does not include matters of 
which any other person or entity (including, but not limited to, any 
member of Company) other than Seller or Gregory S. McMillan is or may be 
aware.

8.    Representations and Warranties of Buyer.  Buyer hereby represents 
and warrants to Seller that, as of the date hereof and as of the Closing 
Date,

      a.   Buyer has the full right, power and authority to purchase the 
Warrant and the Note from Seller as provided in this Agreement and to 
carry out Buyer's obligations under this Agreement, and all requisite 
action necessary to authorize Buyer to enter into this Agreement and to 
carry out Buyer's obligations hereunder has been taken; 

      b.   Buyer has and shall rely solely on its own investigation in 
consummating this transaction and, except for express representations and 
warranties of Seller contained herein, Buyer has not relied on any 
representation, warranty or assurance, expressed or implied of Seller; 
and

      c.   Buyer is an "accredited investor" within the meaning of 
Regulation D promulgated under the Securities Act.

9.    Conditions Precedent to Seller's and Buyer's Performance.  

      a.   Performance by Seller.  Seller is not obligated to perform 
under this Agreement unless:

             i.    Buyer has performed all obligations and agreements 
performable by Buyer on or before Closing;

             ii.   Buyer is simultaneously closing on the Contract of 
Sale; and

             iii.  all representations and warranties of Buyer are true 
and correct in all material respects as of the Closing Date.

        b.   Performance by Buyer.  Buyer is not obligated to perform 
under this Agreement unless:

             i.    Seller has performed all obligations and agreements 
performable by Seller on or before Closing;

             ii.   all representations and warranties of Seller are true 
and correct in all material respects as of the Closing Date; 

             iii.  Company is simultaneously closing on the Contract of 
Sale;

             iv.   There shall have been no order, nor any preliminary or 
permanent injunction, entered in any action or proceeding before any 
United States federal or state court, or any foreign court of competent 
jurisdiction or governmental authority (which has jurisdiction over the 
enforcement of any applicable laws) making illegal or prohibiting the 
consummation of the transaction hereunder;

             v.     The Buyer shall have received an opinion of counsel 
to Seller as to the execution, delivery and enforceability of this 
Agreement and the documents executed by Seller in connection herewith, in 
substantially the form attached hereto as Exhibit C;

             vi.    Buyer shall have received the following in form and 
substance reasonably satisfactory to it:

                    (1)  a Certificate of Limited Partnership of Seller, 
certified by the Secretary of State of Delaware;

                    (2)  a Resolution (certified by the general partner 
of Seller) and such other documents and evidence with respect to the 
Seller as the Buyer or its counsel may reasonably request in order to 
establish the authority of Seller to consummate the transactions 
contemplated by this Agreement and the other documents to which Seller is 
a party, the taking of all necessary action in connection therewith and 
the compliance with the conditions herein or therein set forth;

                    (3)  a Certificate of Seller as to the person or 
persons authorized to execute and deliver this Agreement and the other 
documents to which Seller is a party, and any other documents executed on 
behalf of Seller and in connection with the transactions contemplated 
hereby and thereby and as to the genuineness of the signature(s) of such 
person or persons; and

                    (4)  a Good Standing Certificate for Seller and the 
Company dated within five (5) days of the Closing Date.

             v.     Buyer shall have received from Seller each of the 
documents referred to in Section 3.a hereof and a receipt for the 
Purchase Price.

10.    Indemnification.

       a.    For purposes of this Section 10, "Liabilities" shall mean 
any and all costs, liabilities, losses, damages, taxes, penalties, fines, 
and assessments (whether criminal or civil), actions, suits, claims, 
obligations, injuries, judgments, disbursements and demands of any kind 
or nature whatsoever and except as otherwise expressly provided in this 
Section 10, shall include all reasonable out-of-pocket costs, 
disbursements and expenses actually incurred (including reasonable 
consultant, expert and attorneys' fees and expenses and costs of 
investigation, except as otherwise expressly provided herein).

        b.    For purposes of this Section, a "Buyer Indemnitee" shall 
mean the Buyer, its successors and permitted assigns and any of their 
shareholders, officers, directors, employees, agents and representatives.

        c.    Without limiting any other rights which a Buyer Indemnitee 
may have hereunder or under applicable law, but subject to the 
limitations in Section 6 hereof, Seller hereby agrees to defend, 
indemnify and hold harmless each Buyer Indemnitee from and against all 
Liabilities that may at any time be incurred by, imposed on or asserted 
against such Buyer Indemnitee, directly or indirectly based on, or 
arising or resulting from the breach of, or misstatement of any material 
fact contained in any representation, warranty or agreement of Seller 
contained in this Agreement (the "Indemnified Buyer Liability").

        d.    Any Buyer Indemnitee shall promptly notify Seller of the 
commencement of any action, suit or proceeding with respect to an 
Indemnified Buyer Liability or the assertion of any Indemnified Buyer 
Liability, in each case as to which indemnification is sought; provided, 
that the failure to provide such notice shall not release Seller from any 
of its obligations to indemnify hereunder to the extent that such failure 
does not materially prejudice the rights of Seller in its ability to 
defend such Indemnified Buyer Liability.  Seller shall, at its own 
expense, assume or cause to be assumed the defense of any such 
Indemnified Buyer Liability within thirty (30) days after the affected 
Buyer Indemnitee shall have notified Seller thereof.  Such Buyer 
Indemnitee, upon reasonable notice by Seller or the person assuming the 
defense shall consult from time to time with respect to such Indemnified 
Buyer and shall provide Seller or the person assuming the defense with 
any documents or other items or access to any witness which Seller or the 
person assuming the defense deems in its reasonable judgment to be 
necessary in connection with the defense of such Indemnified Buyer 
Liability, and Seller shall pay or reimburse or cause to be paid or 
reimburse, any reasonable out-of-pocket costs therefor. Such Buyer 
Indemnitee may participate in the defense of any such Indemnified Buyer 
Liability and employ separate counsel, at its own expense, unless such 
Buyer Indemnitee shall have reasonably determined that counsel selected 
by Seller or such person has a conflict of interest because of the 
availability of different or additional defenses to such Buyer 
Indemnitee, in which case Seller shall pay or cause to be paid the costs 
and expenses of counsel employed by such Buyer Indemnitee.  Seller and 
its insurers may, in their sole discretion, defend, settle or compromise 
any such action, suit or proceeding; provided, that Seller and its 
insurers shall be liable in respect of all Indemnified Buyer Liabilities 
relating thereto (whether by payment of any judgment, settlement, amount 
or indemnity hereunder) and no settlement shall be entered into unless 
such Buyer Indemnitee is fully released or discharged from all such 
Indemnified Investor Liabilities.  Participation by any such Buyer 
Indemnitee in any such action, suit or claim shall not constitute a 
waiver of the Indemnification provided in this Section 10.  Nothing 
contained in this Section 10 shall be deemed to require the Buyer 
Indemnitee to contest any Indemnified Buyer Liability or to assume 
responsibility for or control of any judicial proceeding with respect 
thereto.

        e.    No Buyer Indemnitee shall enter into a settlement or other 
compromise with respect to any Indemnified Buyer Liability without the 
prior written consent of Seller, which consent shall not be unreasonably 
withheld, unless the Buyer Indemnitee waives its rights to be indemnified 
with respect to such Indemnified Buyer Liability under this Section 10.

11.     Further Assurances.  Seller, upon reasonable request of Buyer, 
shall execute and deliver such further instruments and do or cause to be 
done such further acts as may be necessary to effectuate and confirm the 
assignment of the Warrant, the Note and all documents and contracts given 
as security therefor.  

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

13.    Termination.  This Agreement may be terminated at any time prior 
to the Closing Date by the mutual written consent of the parties to this 
Agreement.  This Agreement shall terminate automatically, without the 
need for any further writing by or between the parties hereto, if the 
Contract of Sale is terminated for any reason.  This Agreement shall also 
terminate automatically, without the need for any further writing by or 
between the parties hereto, if the Closing Date does not occur on or 
before April 4, 1997, unless extended by written agreement of the parties 
hereto. 

14.    Specific Performance.  The parties hereto agree and acknowledge 
that money damages are not an adequate remedy for any breach of the 
provisions of this Agreement and that any party may in its sole 
discretion apply to any court of law or equity of competent jurisdiction 
for specific performance and/or injunctive relief in order to enforce or 
prevent any violations of the provisions of this Agreement.

15.    Amendments.  This Agreement may not be amended or terminated 
orally, but only by an instrument in writing duly executed by the parties 
hereto.  

16.    Counterparts.  This Agreement may be executed in any number of 
counterparts and by the different parties on separate counterparts, and 
each such counterpart shall be deemed to be an original but all such 
counterparts shall together constitute one and the same Agreement.

17.    Liability of Buyer.  Seller is not a member of the Company and, 
effective on and after the Closing Date, has no right to claim that:

       a.    It is entitled to contribution or indemnification from Buyer 
for any claim made by Buyer against the Company under the Contract of 
Sale or under any of the closing documents executed by the Company 
thereunder;

       b.    Buyer's rights and obligations against the Company have been 
affected or impaired in any manner by Buyer's acquisition of the 
Purchased Interest hereunder; or

       c.    Buyer is liable for the obligations of the Company under the 
Contract of Sale, or that the current members of the Company (Robert C. 
Lux and Stewart R. Stender) are not liable for such obligations if and to 
the extent such members have liability therefor under applicable law.


                          SIGNATURE PAGE
                                TO
                        AGREEMENT REGARDING
                    PURCHASE OF WARRANT AND NOTE


                          SELLER:

                          THE VARDE FUND III-A, L.P.,
                          a Delaware limited partnership

                          By:  Varde Partners, L.P. its general partner

                          By:  Varde Partners, Inc., its general partner

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust,
                               its sole general partner

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 

                          And

                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 




The undersigned, the members of the Company, do hereby consent to the 
transfer of the Purchased Interest to Buyer in accordance with this 
Agreement, subject to the terms and conditions of this Agreement and 
subject to Seller's and Buyer's compliance with the second paragraph of 
Section 3.2 of the Warrant Agreement.


                          ------------------------------ 
                          Robert C. Lux


                          ------------------------------ 
                          Stewart R. Stender


JOINDER 


The undersigned agree that the Partnership Interests in Liberty Property 
Limited Partnership acquired pursuant to the Contract of Sale, pursuant 
to the Contract of Sale dated January 22, 1997 between Buyer and SOBC 
Associates LLC, pursuant to the Contract of Sale dated January 22, 1997 
between Buyer and NWBC Associates Limited Partnership and pursuant to 
that Apex Agreement of even date herewith shall be pledged as security 
for the performance of the obligations, duties and liabilities of the 
VARDE FUND III-A, L.P. ("Varde") pursuant to the Agreement Regarding 
Purchase of Warrant and Note that survive Closing, provided, however, 
that if no action is commenced with regard to an alleged breach in the 
performance of said obligations, duties and liabilities of Varde that 
survive Closing within one (1) year after Closing, such Partnership 
Interests shall thereafter be free and clear of any such pledge.  The 
undersigned parties agree to execute and/or deliver such instruments as 
Buyer may reasonably request to perfect such pledge.

Dated:  February __, 1997.



                          ------------------------------ 
                          Stewart R. Stender


                          ------------------------------ 
                          Robert C. Lux


                          330 ASSOCIATES, INC.


                          By: 
                              ------------------------------ 
                          Its:
                              ------------------------------ 


                          APEX ASSET MANAGEMENT CORPORATION

                          By:
                              ------------------------------ 
                          Its:
                              ------------------------------ 


                          NWBC ASSOCIATES, INC.


                          By:
                              ------------------------------ 
                          Its: 
                              ------------------------------ 



EXHIBIT 10.9

                          AGREEMENT REGARDING
                    PURCHASE OF PARTNERSHIP INTERESTS



THIS AGREEMENT is made as of the __ day of February, 1997, by and between 
CROSSTOWN ASSET CORP. I, a Delaware corporation ("Seller") and LIBERTY 
PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership 
("Buyer").

                          W I T N E S S E T H:

WHEREAS, Seller is a limited partner in 330 Associates Limited 
Partnership, a Minnesota limited partnership (the "Partnership"), 
pursuant to that certain Agreement of Limited Partnership Agreement dated 
as of April 13, 1994 (the "Partnership Agreement");

WHEREAS, Buyer and the Partnership have entered into a Contract of Sale 
dated January 22, 1997 (the "Contract of Sale") with regard to the 
contribution of the sole asset of Partnership (the "Property") to the 
Buyer in exchange for partnership interests in Buyer, subject to the 
prior purchase by Buyer of the Purchased Interest (as hereinafter 
defined) of Seller in the Partnership pursuant to the terms of this 
Agreement; 

WHEREAS, Buyer is purchasing from Seller the Purchased Interest in order 
to facilitate the Partnership's transfer of the Property by the 
Partnership to Buyer in a transaction intended to qualify as a 
contribution pursuant to Section 721 of the Internal Revenue Code of 1986 
and the parties intend to dissolve and liquidate the Partnership 
immediately following the purchase of the Property pursuant to an Amended 
Partnership Agreement (the "Amended Partnership Agreement");

WHEREAS, it is the intention of the Buyer and Seller and the parties to 
the Contract of Sale that Buyer purchase the Purchased Interest only in 
connection with a Closing on the Contract of Sale, that Buyer have no 
liability as a partner in the Partnership before or after the Closing on 
the Contract of Sale and that Buyer's rights and obligations against the 
Partnership under the Contract of Sale not be affected or impaired in any 
manner by Buyer's acquisition of the Purchased Interest; and

WHEREAS, Seller and Buyer are entering into this Agreement to set forth 
the terms and conditions of the sale by the Seller to Buyer of the 
Purchased Interests of Seller in the Partnership.

NOW, THEREFORE, in consideration of the foregoing recitals and for other 
good and valuable consideration, the receipt and sufficiency of which is 
hereby acknowledged, the parties hereto hereby agree as follows:

1.     Defined Terms.

        Amended Partnership Agreement:  An amendment to the Partnership 
Agreement to be executed at Closing by Buyer and the other remaining 
partners in the Partnership in order to dissolve and liquidate the 
Partnership following Closing and signed by Seller acknowledging the 
assignment of the Purchased Interest to Buyer.

        Assignment of Partnership Interest:  The assignment in the form 
of Exhibit A attached hereto. 

        Closing:  The consummation of the contribution of the Property by 
the Partnership to Buyer in accordance with the Contract of Sale.

        Closing Date:  The date on which the Closing is actually held.

        Contract of Sale:  As defined in the recitals hereto.

        Liabilities:  As defined in Section 10 hereof.

        Partnership Agreement:  As defined in the recitals hereto.  

        Property:  As defined in the recitals hereto.

        Purchase Price:  As defined in Section 2 hereof.

        Purchased Interest:  As defined in Section 2 hereof.

        Title Company:  Commonwealth Land Title Insurance Company.

2.     Agreement of Purchase and Sale.

        a.  On the terms and conditions stated herein and in the 
Partnership Agreement, Seller agrees to sell and convey the Purchased 
Interest to Buyer and Buyer agrees to purchase and acquire the Purchased 
Interest from Seller on the Closing Date.  The term "Purchased Interest" 
shall mean a limited partnership interest in the Partnership in an amount 
equal to the Percentage Interest set forth opposite the Seller's name on 
Exhibit A to the Partnership Agreement.

        b.  The purchase price of the Purchased Interest shall be the 
amount which would be distributable to Seller pursuant to the terms of 
the Partnership Agreement of the Partnership by reason of a sale of the 
Property to Buyer on the Closing Date for the purchase price set forth in 
the Contract of Sale ($12,478,087), subject to the adjustments and 
prorations required by the Contract of Sale and subject to increase by 
any Earn Out Amount (as defined in the Contract of Sale) payable to the 
Partnership on the Closing Date, but without adjustment for any Earn Out 
Amount (as defined in the Contract of Sale) payable subsequent to the 
Closing Date.  Buyer and Seller agree that the Earn Out Amount payable 
subsequent to the Closing Date will be paid to 330 Associates, Inc., as 
agent for the current partners of the Partnership (including Seller), 
pursuant to the Contract of Sale and not in accordance with this 
Agreement and that Seller shall retain an interest in any Earn Out Amount 
paid after Closing pursuant to a separate agreement with 330 Associates, 
Inc.  Buyer shall have no interest in any Earn Out Amount payable after 
Closing pursuant to the Contract of Sale.  The Seller and the Partnership 
agree that the calculation set forth on Exhibit B attached hereto 
accurately sets forth the Purchase Price of the Purchased Interest 
assuming a Closing on March 20, 1997, without giving effect to the 
adjustments and prorations noted herein.

             The Purchase Price will be adjusted in the event of a change 
in the Closing Date only in order to reflect the adjustment in the 
portion of the purchase price payable to the Seller hereunder in 
accordance with provisions of the Partnership Agreement, which adjustment 
will not affect the purchase price payable under the Contract of Sale.

        c. After giving effect to the sale and purchase under this 
Section 2 and the completion of the Closing, Buyer shall be a substituted 
Limited Partner in the Partnership pursuant to the terms of the Amended 
Partnership Agreement, holding the initial Percentage Interest in the 
Partnership as set forth opposite Seller's name on Exhibit A to the 
Partnership Agreement.

3.     Terms and Conditions of Purchase and Sale.  

        a.  On the Closing Date (i) Seller shall execute and deliver into 
escrow with the Title Company, at its office in Minneapolis, Minnesota, 
the Assignment of the Purchased Interest and the certificate of Seller 
required by Section 4 hereof, which documents shall be delivered from 
escrow to Buyer only upon satisfaction of the conditions precedent set 
forth in Section 9 hereof, and the Buyer's payment of the Purchase Price 
to Seller in immediately available funds at Closing, and (ii) subject to 
the satisfaction of the conditions precedent set forth in Section 9 
hereof, Buyer shall pay to Seller the Purchase Price in immediately 
available funds and shall execute and deliver to Seller the acceptance of 
the Assignment, which deliveries and actions shall be deemed to have 
occurred simultaneously and to constitute the closing hereunder.

        b.  Seller and Buyer hereby agree that, notwithstanding anything 
to the contrary herein or in the Partnership Agreement, the distributive 
share of the Partnership's taxable income, tax losses allocable to the 
Purchased Interest and distributions shall be allocated to Seller for the 
period prior to the Closing Date, based on a closing of the Partnership's 
books on the Closing Date.

        c.  Subject to the requirements of Section 7.3 of the Partnership 
Agreement, Seller shall assign to Buyer at Closing title to the Purchased 
Interests, free and clear of any lien, claim, option, call, right of 
first refusal, charge, security interest, encumbrance, restriction on 
transfer (other than any restriction under the Securities Act of 1933, as 
amended, or state securities or "blue sky" laws) or other right of any 
other party.

4.     Representations and Warranties of Seller.  Seller hereby 
represents and warrants to Buyer that, as of the date hereof:

        a.  Subject to the requirements of Section 7.3 of the Partnership 
Agreement, Seller has full right, power and authority to sell the 
Purchased Interest to Buyer as provided in this Agreement and to carry 
out Seller's obligations under this Agreement, and all requisite action 
necessary to authorize Seller to enter into this Agreement and to carry 
out Seller's obligations hereunder has been taken;

        b.  Seller has a 90% interest, as a limited partner, in the 
Partnership, in the Partnership and in all capital relating thereto and 
in all profits and losses therein;

        c.  Subject to the requirements of Section 7.3 of the Partnership 
Agreement, Seller is the record and beneficial owner of the Purchased 
Interest, free and clear of any lien, claim, option, warrants, contracts, 
call, right of first refusal, charge, security interest, encumbrance, 
restriction on transfer (other than any restriction under the Securities 
Act of 1933, as amended, or state securities or "blue sky" laws) or other 
right of any other party;

        d.  Seller is not a foreign person under Sections 1445 and 7701 
of the Internal Revenue Code of 1986, as amended, and regulations 
promulgated thereunder;

        e.  Subject to the requirements of Section 7.3 of the Partnership 
Agreement, neither the execution, delivery and performance of this 
Agreement by Seller, nor the consummation by Seller of the transaction 
contemplated hereby (i) violates (A) any law, regulation, order, writ, 
injunction, decree, determination, or award of any court, any 
governmental department, board, agency, or instrumentality, domestic or 
foreign, or any arbitrator applicable to Seller, (B) the certificate of 
incorporation or bylaws of Seller, or (C) any contract, agreement, 
instrument, mortgage, note, lease or other arrangement binding on or 
affecting Seller or the Purchased Interest; (ii) requires any consent, 
authorization or approval under any contract, agreement, instrument, 
mortgage, note, lease or other arrangement to which Seller or the 
Purchased Interest is bound; or (iii) results in the creation or 
imposition of any encumbrance upon the Purchased Interest.

        f.  Any registration, declaration or filing with, or consent, 
approval, license, permit, or other authorization or order by, any 
governmental or regulatory authority, domestic or foreign, that is 
required in connection with the valid execution, delivery, acceptance and 
performance by Seller under this Agreement or the consummation by Seller 
of the transaction contemplated hereby has been completed, made or 
obtained on or before the date of this Agreement.

        g.  There is no action, suit, or proceeding pending or, to the 
current actual knowledge of Seller, threatened against or affecting 
Seller or the Purchased Interest, in any court or before or by any 
governmental department, board, agency or instrumentality, domestic or 
foreign, or any arbitrator which, if adversely determined, would 
materially impair Seller's ability to perform its obligations under this 
Agreement or would have a material adverse effect on the financial 
condition of Seller.

        h.  Except as provided in the Contract of Sale, no broker, 
finder, or investment banker is entitled to any brokerage, finder's or 
other fee or commission in connection with the transactions hereunder 
based upon any arrangement made by or on behalf of the Seller.

        BUYER ACKNOWLEDGES THAT SELLER HAS MADE NO EXPRESSED OR IMPLIED 
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROPERTY.

        Seller shall execute and deliver a certificate at Closing as to 
the correctness of the representations and warranties set forth above as 
of the Closing Date and, if any such representation shall not then be 
correct, of any exceptions thereto.

5.     Covenants of Seller.

        a.  From the date of the execution of this Agreement and until 
the Closing Date, Seller will not transfer the Purchased Interest or any 
portion thereof or create, or permit to be created, any mortgages, 
security interests, liens, judgments or other encumbrances on the 
Purchased Interest in favor of third parties, except with Buyer's written 
consent in each instance.

        b.  From the date of the execution of this Agreement and until 
the Closing Date, Seller shall advise Buyer of any action, suit or 
proceeding, litigation, arbitration or administrative hearing before any 
governmental agency concerning or affecting the Purchased Interest in any 
manner that is instituted or threatened in writing and of which Seller 
has current actual knowledge.

        c.  Seller does hereby approve, for the benefit of the 
Partnership and Buyer, the Contract of Sale.

        d.  Upon the closing of the transaction contemplated by this 
Agreement, Seller will transfer title in the Purchased Interest to Buyer, 
free and clear of any encumbrance, and the Purchased Interest shall 
constitute a 90% Percentage Interest in the Partnership.

6.     Survival Beyond Closing.  Except to the extent that Buyer has 
current actual knowledge of any breach at or prior to Closing (which 
Buyer, by closing the purchase contemplated hereby, shall be deemed to 
have waived), the representations, warranties and covenants of Seller 
contained in this Agreement (including, without limitation, Seller's 
indemnification obligations under Section 10 of this Agreement) shall 
survive the Closing, provided, however, that (i) any action for Buyer's 
damages with regard to an alleged breach or misstatement of any such 
representation, warranty, covenant or agreement of Seller (including, 
without limitation, any breach of Seller's indemnification obligations 
under Section 10 of this Agreement) must be brought within three (3) 
years after Closing or shall forever be barred and (ii) notwithstanding 
anything herein to the contrary, Seller shall not be liable to Buyer or 
any Buyer Indemnitee (as hereinafter defined) for, nor shall the 
Liabilities for which Seller may be liable hereunder include, any costs, 
liabilities, losses, damages, taxes, penalties, fines and assessments 
(whether criminal or civil), actions, suits, claims, obligations, 
injuries, judgments, disbursements and demands of any kind or nature 
whatsoever related to or arising with respect to the business or 
operations of the Buyer (other than the Property and the loss of value 
thereto resulting from a breach or misstatement of Seller's 
representations, warranties, covenants or agreements), based on, or 
arising or resulting from the breach of or misstatement of any material 
fact contained in any representation, warranty, covenant or agreement of 
Seller.

7.     Seller's Knowledge; Authority.  The term "Seller's current actual 
knowledge" as used in this Agreement, means matters of which Seller or 
Timothy Clark is presently aware at the relevant time, by virtue of 
Seller's ownership of the Partnership Interest, without undertaking any 
further investigation or inquiry whatsoever, but does not include matters 
of which any other person or entity (including, but not limited to, any 
general or limited partner of the Partnership other than Seller) other 
than Seller or Timothy Clark is or may be aware.

8.     Representations and Warranties of Buyer.  Buyer hereby represents 
and warrants to Seller that, as of the date hereof and as of the Closing 
Date,

        a.  Buyer has the full right, power and authority to purchase the 
Partnership Interest from Seller as provided in this Agreement and to 
carry out Buyer's obligations under this Agreement, and all requisite 
action necessary to authorize Buyer to enter into this Agreement and to 
carry out Buyer's obligations hereunder has been taken; 

        b.  Buyer has and shall rely solely on its own investigation in 
consummating this transaction and, except for express representations and 
warranties of Seller contained herein, Buyer has not relied on any 
representation, warranty or assurance, expressed or implied of Seller; 
and

        c.  Buyer is an "accredited investor" within the meaning of 
Regulation D promulgated under the Securities Act.

9.     Conditions Precedent to Seller's and Buyer's Performance.  

        a.  Performance by Seller.  Seller is not obligated to perform 
under this Contract unless:

             i.  Buyer has performed all obligations and agreements 
performable by Buyer on or before Closing;

             ii.  Buyer is simultaneously closing on the Contract of 
Sale; and

             iii.  all representations and warranties of Buyer are true 
and correct in all material respects as of the Closing Date.

        b.  Performance by Buyer.  Buyer is not obligated to perform 
under this Contract unless:

             i.  Seller has performed all obligations and agreements 
performable by Seller on or before Closing;

             ii.  all representations and warranties of Seller are true 
and correct in all material respects as of the Closing Date; 

             iii.  the Partnership is simultaneously closing on the 
Contract of Sale;

             iv.  there shall have been no order, or any preliminary or 
permanent injunction, entered in any action or proceeding before any 
United States federal or state court or any foreign court of competent 
jurisdiction or governmental authority (which has jurisdiction over the 
enforcement of any applicable laws) making illegal or prohibiting the 
consummation of the transaction hereunder;

             v.  each of the partners of the Partnership shall have duly 
executed the Amended Partnership Agreement;

             vi.  Buyer shall have received a true, correct and complete 
copy of the Partnership Agreement and all amendments thereto, if any, 
certified as true, current and complete by the general partner of the 
Partnership;

             vii.  Buyer shall have received an opinion of in-house 
counsel to Seller as to the execution, delivery and enforceability of 
this Agreement and the documents executed by Seller in connection 
herewith, in substantially the form attached hereto as Exhibit C;

             viii.  Buyer shall have received the following in form and 
substance reasonably satisfactory to it:

                    (1)  a Certificate of Incorporation of Seller, 
certified by the Secretary of State of Delaware;

                    (2)  a Resolution (certified by the Secretary or an 
Assistant Secretary of Seller) and such other documents and evidence with 
respect to the Seller as the Buyer or its counsel may reasonably request 
in order to establish the authority of Seller to consummate the 
transactions contemplated by this Agreement and the other documents to 
which Seller is a party, the taking of all necessary action in connection 
therewith and the compliance with the conditions herein or therein set 
forth;

                    (3)  a Certificate of Seller as to the person or 
persons authorized to execute and deliver this Agreement and the other 
documents to which Seller is a party, and any other documents executed on 
behalf of Seller and in connection with the transactions contemplated 
hereby and thereby and as to the genuineness of the signature(s) of such 
person or persons; and

                    (4)  a Good Standing Certificate for Seller and the 
Partnership dated within five (5) days of the Closing Date.

             ix.  Buyer shall have received from Seller each of the 
documents referred to in Section 3.a hereof and a receipt for the 
Purchase Price.

10.     Indemnification.

        a.  For purposes of this Section 10, "Liabilities" shall mean any 
and all costs, liabilities, losses, damages, taxes, penalties, fines, and 
assessments (whether criminal or civil), actions, suits, claims, 
obligations, injuries, judgments, disbursements and demands of any kind 
or nature whatsoever and except as otherwise expressly provided in this 
Section 10, shall include all reasonable out-of-pocket costs, 
disbursements and expenses actually incurred (including reasonable 
consultant, expert and attorneys' fees and expenses and costs of 
investigation, except as otherwise expressly provided herein).

        b.  For purposes of this Section, a "Buyer Indemnitee" shall mean 
the Buyer, its successors and permitted assigns and any of their 
shareholders, officers, directors, employees, agents and representatives.

        c.  Without limiting any other rights which a Buyer Indemnitee 
may have hereunder or under applicable law, but subject to the 
limitations in Section 6 hereof, Seller hereby agrees to defend, 
indemnify and hold harmless each Buyer Indemnitee from and against all 
Liabilities that may at any time be incurred by, imposed on or asserted 
against such Buyer Indemnitee, directly or indirectly based on, or 
arising or resulting from the breach of, or misstatement of any material 
fact contained in any representation, warranty or agreement of Seller 
contained in this Agreement (the "Indemnified Buyer Liability").

        d.  Any Buyer Indemnitee shall promptly notify Seller of the 
commencement of any action, suit or proceeding with respect to an 
Indemnified Buyer Liability or the assertion of any Indemnified Buyer 
Liability, in each case as to which indemnification is sought; provided, 
that the failure to provide such notice shall not release Seller from any 
of its obligations to indemnify hereunder to the extent that such failure 
does not materially prejudice the rights of Seller in its ability to 
defend such Indemnified Buyer Liability.  Seller shall, at its own 
expense, assume or cause to be assumed the defense of any such 
Indemnified Buyer Liability within thirty (30) days after the affected 
Buyer Indemnitee shall have notified Seller thereof.  Such Buyer 
Indemnitee, upon reasonable notice by Seller or the person assuming the 
defense shall consult from time to time with respect to such Indemnified 
Buyer and shall provide Seller or the person assuming the defense with 
any documents or other items or access to any witness which Seller or the 
person assuming the defense deems in its reasonable judgment to be 
necessary in connection with the defense of such Indemnified Buyer 
Liability, and Seller shall pay or reimburse or cause to be paid or 
reimburse, any reasonable out-of-pocket costs therefor. Such Buyer 
Indemnitee may participate in the defense of any such Indemnified Buyer 
Liability and employ separate counsel, at its own expense, unless such 
Buyer Indemnitee shall have reasonably determined that counsel selected 
by Seller or such person has a conflict of interest because of the 
availability of different or additional defenses to such Buyer 
Indemnitee, in which case Seller shall pay or cause to be paid the costs 
and expenses of counsel employed by such Buyer Indemnitee.  Seller and 
its insurers may, in their sole discretion, defend, settle or compromise 
any such action, suit or proceeding; provided, that Seller and its 
insurers shall be liable in respect of all Indemnified Buyer Liabilities 
relating thereto (whether by payment of any judgment, settlement, amount 
or indemnity hereunder) and no settlement shall be entered into unless 
such Buyer Indemnitee is fully released or discharged from all such 
Indemnified Investor Liabilities.  Participation by any such Buyer 
Indemnitee in any such action, suit or claim shall not constitute a 
waiver of the Indemnification provided in this Section 10.  Nothing 
contained in this Section 10 shall be deemed to require the Buyer 
Indemnitee to contest any Indemnified Buyer Liability or to assume 
responsibility for or control of any judicial proceeding with respect 
thereto.

        e.  No Buyer Indemnitee shall enter into a settlement or other 
compromise with respect to any Indemnified Buyer Liability without the 
prior written consent of Seller, which consent shall not be unreasonably 
withheld, unless the Buyer Indemnitee waives its rights to be indemnified 
with respect to such Indemnified Buyer Liability under this Section 10.

11.     Further Assurances.  Seller, upon reasonable request of Buyer, 
shall execute and deliver such further instruments and do or cause to be 
done such further acts as may be necessary to effectuate and confirm the 
assignment of the Purchased Interest.  In addition, Seller and Buyer 
agree to cooperate to take all such actions as shall be necessary to 
reflect the substitution of Buyer in place of Seller as a limited partner 
in the Partnership.

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

13.     Termination.  This Agreement may be terminated at any time prior 
to the Closing Date by the mutual written consent of the parties to this 
Agreement.  This Agreement shall terminate automatically, without the 
need for any further writing by or between the parties hereto, if the 
Contract of Sale is terminated for any reason.  This Agreement shall also 
terminate automatically, without the need for any further writing by or 
between the parties hereto, if the Closing Date does not occur on or 
before April 4, 1997, unless extended by written agreement of the parties 
hereto. 

14.     Specific Performance.  The parties hereto agree and acknowledge 
that money damages are not an adequate remedy for any breach of the 
provisions of this Agreement and that any party may in its sole 
discretion apply to any court of law or equity of competent jurisdiction 
for specific performance and/or injunctive relief in order to enforce or 
prevent any violations of the provisions of this Agreement.

15.     Amendments.  This Agreement may not be amended or terminated 
orally, but only by an instrument in writing duly executed by the parties 
hereto.  

16.     Counterparts.  This Agreement may be executed in any number of 
counterparts and by the different parties on separate counterparts, and 
each such counterpart shall be deemed to be an original but all such 
counterparts shall together constitute one and the same Agreement.

17.     Liability of Buyer.  Notwithstanding anything herein to the 
contrary and notwithstanding Buyer's purchase of the Purchased Interest, 
Seller hereby acknowledges and agrees that:

        a.  Buyer shall not be subject to any claims of contribution or 
indemnification from Seller for any claim made by Buyer against the 
Partnership under the Contract of Sale or under any of the closing 
documents executed by the Partnership thereunder;

        b.  Buyer's rights and obligations against the Partnership shall 
not be affected or impaired in any manner by Buyer's acquisition of the 
Purchased Interest hereunder; and

        c.  The current partners in the Partnership (330 Associates, 
Inc., Robert C. Lux, Stewart R. Stender and Seller), and not Buyer, shall 
be liable for the obligations of the Partnership under the Contract of 
Sale, if and to the extent such partners have liability therefor under 
applicable law, but Crosstown is not, by this Section 17, agreeing to 
assume any personal liability for the obligations of the Partnership 
under the Contract of Sale.



                          SIGNATURE PAGE
                                TO
                       AGREEMENT REGARDING
               PURCHASE OF PARTNERSHIP INTERESTS


                          SELLER:

                          CROSSTOWN ASSET CORP. I., a Delaware 
corporation


                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          BUYER:

                          LIBERTY PROPERTY LIMITED PARTNERSHIP

                          By:  Liberty Property Trust, 
                               its sole general partner

                          By: 
                               ------------------------------ 
                          Its:
                               ------------------------------ 

                          And

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          SIGNATURE PAGE
                                TO
                       AGREEMENT REGARDING
                  PURCHASE OF PARTNERSHIP INTERESTS


The undersigned, the general and limited partners of the Partnership 
other than Seller, do hereby consent to the transfer of the Purchased 
Interest to Buyer in accordance with this Agreement, subject to the terms 
and conditions of this Agreement and subject to Seller's and Buyer's 
compliance with Section 7.5 of the Partnership Agreement.



                          ------------------------------ 
                          Robert C. Lux



                          ------------------------------ 
                          Stewart R. Stender


                          330 Associates, Inc.

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 



JOINDER 


The undersigned agree that the Partnership Interests in Liberty Property 
Limited Partnership acquired pursuant to the Contract of Sale, pursuant 
to the Contract of Sale dated January 22, 1997 between Buyer and SOBC 
Associates LLC, pursuant to the Contract of Sale dated January 22, 1997 
between Buyer and NWBC Associates Limited Partnership and pursuant to 
that Apex Agreement of even date herewith shall be pledged as security 
for the performance of the obligations, duties and liabilities of 
Crosstown Asset Corp. I ("Crosstown") pursuant to the Agreement Regarding 
Purchase of Partnership Interest that survive Closing, provided, however, 
that if no action is commenced with regard to an alleged breach in the 
performance of said obligations, duties and liabilities of Crosstown that 
survive Closing within one (1) year after Closing, such Partnership 
Interests shall thereafter be free and clear of any such pledge.  The 
undersigned parties agree to execute and/or deliver such instruments as 
Buyer may reasonably request to perfect such pledge.

Dated February __, 1997.



                          ------------------------------ 
                          Stewart R. Stender


                          ------------------------------ 
                          Robert C. Lux



                          330 ASSOCIATES, INC.

                          By: 
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          APEX ASSET MANAGEMENT CORPORATION

                          By:
                               ------------------------------ 
                          Its:
                               ------------------------------ 


                          NWBC ASSOCIATES, INC.


                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 



EXHIBIT 10.10

                  CONTRIBUTION AND ACQUISITION AGREEMENT

                              by and among

                        THE LIBERTY CORPORATION

                  and the CONTRIBUTORS (defined within)

                                 and

                  LIBERTY PROPERTY LIMITED PARTNERSHIP
                      and LIBERTY PROPERTY TRUST


                           TABLE OF CONTENTS


                                                              PAGE
                                                              ----
ARTICLE I....................................................    2
DEFINITIONS..................................................    2
  1.01 Definitions...........................................    2
ARTICLE II...................................................    8
CONTRIBUTION OF THE CONTRIBUTED BUSINESS RENTAL PROPERTIES;
  SALE OF THE DEFERRED PROPERTIES............................    8
  2.01 Contribution of the Contributed Business Rental
       Properties............................................    8
  2.02 Contribution Consideration............................    8
  2.03 Manner of Payment of Contribution Consideration.......    8
  2.04 Purchase and Sale of the Deferred Properties..........    9
  2.05 Purchase Price........................................    9
  2.06 Manner of Payment of the Deferred Price...............    9
ARTICLE III - PURCHASE AND SALE OF THE UNDEVELOPED
  BUSINESS PROPERTIES........................................    9
  3.01 Agreement to Sell and Purchase........................    9
  3.02 Land Purchase Price; Timing of Land Closings..........    9
  3.03 Absolute Obligation to Pay Land Purchase Price........   11
ARTICLE IV - CLOSING; THE LAND CLOSING.......................   12
  4.01 Closing...............................................   12
  4.02 Transactions to Occur at the Initial Closing and the
       the Second Closing....................................   12
  4.03 Apportionments........................................   16
  4.04 Transactions to Occur at the Land Closings............   19
ARTICLE V - TITLE AND RELATED MATTERS........................   20
  5.01 Condition of Title....................................   20
  5.02 Inability to Convey...................................   21
  5.03 UCC Searches..........................................   21
  5.04 Survey ...............................................   21
ARTICLE VI - POSSESSION; AGREEMENTS AND LEASES...............   22
  6.01 Possession; Leases....................................   22
  6.02 Agreemtns.............................................   22
  6.03 Tenant Estoppel Certificates..........................   23
ARTICLE VII - CONDITIONS TO CLOSING..........................   24
  7.01 Due Diligence Period..................................   24
  7.02 Conditions to Obligations of the Trust and the
       Partnership...........................................   25
  7.03 Failure of Condition to the Obligations of the
       Partnership and the Trust.............................   26
  7.04 Conditions to the Obligations of the Contributors.....   28
  7.05 Failure of Condition to the Obligations of the
       Contributor Parties...................................   28
ARTICLE VIII - REPRESENTATIONS AND WARRANTIES................   29
  8.01 Representations and Warranties of Contributors........   29
  8.02 Representations and Warranties of the Partnership
       and the Trust.........................................   37
  8.03 No Other Warranties...................................   38
ARTICLE IX - ADDITIONAL AGREEMENTS...........................   38
  9.01 Operation of the Properties Pending the Closing.......   38
  9.02 Operations Relating to the Undeveloped Business
       Properties Pending the Land Closings..................   40
  9.03 Public Announcements..................................   42
  9.04 Woodland Building G...................................   42
  9.05 Financial Information SEC Filings.....................   43
  9.06 Post-Closing Covenants of the Partnership and the
       Trust.................................................   43
ARTICLE X - NOTICES..........................................   45
 10.01 Addresses.............................................   45
 10.02 Manner of Sending Notices.............................   46
ARTICLE XI - CASUALTY AND CONDEMNATION.......................   46
 11.01 Insurance.............................................   46
 11.02 Casualty; Risk of Loss................................   46
 11.03 Condemnation..........................................   47
ARTICLE XII - MISCELLANEOUS..................................   48
 12.01 Brokers...............................................   48
 12.02 Successors and Assigns................................   49
 12.03 Captions or Headings; Cross-References................   49
 12.04 Amendments............................................   49
 12.05 Applicable Law........................................   49
 12.06 Survival of Representations and Warranties............   49
 12.07 Indemnification.......................................   49
 12.08 Further Assurances....................................   51
 12.09 Counterparts..........................................   52
 12.10 Limited Liability of Trustees of the Trust............   52
 12.11 Time of the Essence...................................   52
 12.12 Entire Agreement......................................   52
 12.13 Execution via Telecopier..............................   52
 12.14 Confidential Information..............................   5


                                  EXHIBITS

                                                                Section
 Exhibit                          Title                        Reference
----------  -------------------------------------------------  ---------

Exhibit A   List of Business Rental Properties                  1.01
Exhibit B   Legal Descriptions of Business Rental Properties    1.01
Exhibit C   List of Contributors and States of Formation        1.01
Exhibit D   List of Excluded Assets                             1.01
Exhibit E   List of Building Names and Office Park Names        1.01
Exhibit F   Replacement Financing Term Sheet                    1.01
Exhibit G   List and Acreage of Undeveloped Business 
              Properties                                        1.01
Exhibit H   Legal Descriptions of Undeveloped Business 
              Properties                                        1.01
Exhibit I   Allocation of the Contribution Consideration        2.02
Exhibit J   Form of Contributor Notes                           2.03
Exhibit K   Allocation of Deferred Price                        2.05
Exhibit L   Schedule of Land Prices                             3.02
Exhibit M   Form of Guaranty Agreement                          3.03
Exhibit N   Assignment and Assumption Agreement                 4.02(a)
Exhibit O   Form of Notice to Tenants                           4.02(a)
Exhibit P   Contributor Rights Agreement                        4.02(c)
Exhibit Q   Partnership Amendment                               4.02(d)
Exhibit R   Gap Indemnity                                       4.02(e)
Exhibit S   Tenant Estoppel Letter                              6.03
Exhibit T   Contriburot Guarantee                               1.01
Exhibit U   Description of Southchase Property                  3.02




                                SCHEDULES


Schedule 4.03(a)(i)........Prepaid License Fees
Schedule 6.01..............Brokerage Commissions
Schedule 6.02..............Service Agreements
Schedule 8.01(e)...........Litigation
Schedule 8.01(g)...........Notices of Proceedings
Schedule 8.01(h)...........Environmental Exceptions
Schedule 8.01(i)...........Engineering Exceptions
Schedule 8.01(j)...........Real Estate Tax Proceedings
Schedule 8.01(k)(i)........Rent Roll
Schedule 8.01(k)(vi).......Lease Exceptions
Schedule 8.01(m)...........Unpaid Tenant Allowances or Improvements
Schedule 8.01(n)...........Insurance Exceptions
Schedule 8.01(o)...........Service Agreement Exceptions
Schedule 8.01(p)...........Certain Contractual Obligations



                     CONTRIBUTION AND ACQUISITION AGREEMENT



This Agreement is made as of the ___ day of March, 1997 by and among THE 
LIBERTY CORPORATION, a South Carolina corporation ("Contributor Parent"), 
and the Contributors (as defined below), LIBERTY PROPERTY LIMITED 
PARTNERSHIP, a Pennsylvania limited partnership (the "Partnership"), and 
LIBERTY PROPERTY TRUST, a Maryland real estate investment trust (the 
"Trust").


INTRODUCTION

A.     The Contributors own the Business Rental Properties (as defined 
more precisely below) and the Undeveloped Business Properties (as defined 
more precisely below).  

B.     The Contributors desire to contribute the Business Rental 
Properties (other than the Deferred Properties) to the capital of the 
Partnership, in consideration for the issuance of partnership interests 
in the Partnership and other consideration as set forth below, and the 
Partnership desires to accept the contribution of the Business Rental 
Properties (other than the Deferred Properties) from the Contributors, 
upon the terms and conditions set forth below in this Agreement. 

C.     The Contributor Parties desire to sell to the Partnership the 
Deferred Properties and the Undeveloped Business Properties and the 
Partnership desires to purchase the Deferred Properties and the 
Undeveloped Business Properties from the Contributor Parties, upon the 
terms and conditions set forth below in this Agreement.

D.     The Contributor Parent holds, directly or indirectly, all of the 
equity interests in the Contributors and Land Seller.

E.     The Trust is the sole general partner of the Partnership and holds 
a controlling majority interest therein.  Shares of beneficial interest 
in the Trust are publicly-traded on the New York Stock Exchange.    

F.     The Contributor Parties, on the one hand, and the Partnership and 
the Trust, on the other hand, are not affiliated in any way with each 
other, notwithstanding the similarities in their names.

NOW, THEREFORE, the parties hereto, in consideration of the mutual 
covenants herein contained and intending to be legally bound, hereby 
agree as follows:



ARTICLE I
DEFINITIONS

1.01   Definitions.  The following terms, as used in this Agreement, 
shall have the meanings set forth below in this Section:

"Affiliate" of an entity shall mean any executive officer or director of 
such entity or any person or other entity that controls, is controlled 
by, or is under common control with, such first entity ("control" for 
such purposes being defined as the ownership of twenty percent (20%) or 
more of the equity or voting  interests of an entity or the actual 
ability, pursuant to contractual rights or otherwise, to control the 
management and affairs of such entity).

"Allocation Schedule" shall have the meaning set forth in Section 2.02.

"Applicable Laws" shall mean all federal, state, county or municipal 
laws, ordinances,  codes or regulations.

"Assignment Agreement" shall have the meaning set forth in Section 
4.02(a).

"Average Share Price"  shall mean the arithmetic average of the daily 
closing price per share of the Shares, for the ten business days ending 
on and including the second business day prior to the Initial Closing, as 
reported by the New York Stock Exchange. 

"Business Rental Properties" shall mean, collectively, the Real Property 
listed by address on Exhibit A  and described by reference to lots on 
recorded plat plans or by metes and bounds on Exhibit B, and the Personal 
Property and Miscellaneous Rights appurtenant thereto, in each case to 
the extent applicable to the respective Properties, but excluding the 
Excluded Assets.

"Closing" shall refer to any one or more of the Initial Closing, the 
Second Closing, the Extended Closing or a Land Closing, as the context 
requires.

"Closing Date"  shall refer to the date(s) of the Initial Closing, the 
Second Closing, the Extended Closing or a Land Closing, as the context 
requires.

"Code"  shall mean the Internal Revenue Code of 1986, as amended.

"Contributed Business Rental Properties" shall mean the Business Rental 
Properties other than the Deferred Properties.

"Contribution Consideration" shall have the meaning set forth in Section 
2.02.

"Contributor" or "Contributors" shall mean, individually and 
collectively, the entities, other than the Contributor Parent and the 
Land Seller, that are signatories hereto and are listed, together with 
their respective states of formation, on Exhibit C.

"Contributor Guaranties"  shall mean the guaranties, each in 
substantially the form attached hereto as Exhibit T, by the Contributors 
set forth on the Allocation Schedule, of the repayment of the principal 
of the Replacement Financing in an amount equal to the Note Portion 
allocated to such Contributor.

"Contributor Guarantors" shall mean the Contributors under the 
Contributor Guaranties.

"Contributor Lender(s)" shall mean the lender(s) on the Existing 
Indebtedness as set forth on the Allocation Schedule.  

"Contributor Notes" shall have the meaning set forth in Section 2.03.

"Contributor Parent" shall mean The Liberty Corporation, a South Carolina 
corporation.

"Contributor Parties" shall mean, collectively, the Contributor Parent, 
Land Seller and the Contributors.

"Contributors Rights Agreement" shall have the meaning set forth in 
Section 4.02(c).

"Deferred Price" shall have the meaning set forth in Section 2.05.

"Deferred Properties" shall mean the Business Rental Properties 
designated as Park Place and 420 Park Avenue.

"Designee" shall mean the entity or entities designated by the 
Partnership in a written notice provided to the Contributor Parent.

"Due Diligence Period" shall have the meaning set forth in Section 7.01.

"Environmental Claim" shall have the meaning set forth in Section 
8.01(h).

"Environmental Laws" shall have the meaning set forth in Section 8.01(h).

"Equity Portion" shall have the meaning set forth in Section 2.02.

"Excluded Assets" shall mean all motor vehicles (other than property-
specific maintenance vehicles, if any), the computers and computer 
equipment located at 420 Park Avenue, and the assets listed on Exhibit D.
"Existing Indebtedness" shall mean the obligations of certain of the 
Contributors set forth on the Allocation Schedule, equal in the aggregate 
to the Note Portion, which are to be assumed by the Partnership at the 
Initial Closing.

"Extended Closing" shall have the meaning set forth in Section 
7.03(b)(ii).

"Failure of a Condition" shall have the meaning set forth in Section 
7.03.

"Guaranty Agreement" shall have the meaning set forth in Section 9.06(f).

"Hazardous Materials" shall have the meaning set forth in Section 
8.01(h).

"Initial Closing" shall have the meaning set forth in Section 4.01.

"Initial Closing Date" shall have the meaning set forth in Section 4.01.

"Knowledge of the Contributor Parties" shall mean those matters within 
the actual conscious awareness of  any one or more of H. Ray Eanes, 
Porter Rose, Kenneth Jones, Richard H. Sumerel, Charles G. Whitmire, 
Jeffrey B. Randolph, Ramon T. Franklin and G. Mac Vinson, it being agreed 
that: (a) such individuals shall not have any duty under this Agreement 
to conduct any investigation or inquiry of others, but shall not refrain 
from conducting any investigation or inquiry normally made by them 
without regard to this Agreement or the transactions contemplated hereby, 
and (b) in no event shall any of the aforesaid individuals have any 
personal liability hereunder.

"Land Closings" shall have the meaning set forth in Section 3.02.

"Land Closing Notice" shall have the meaning set forth in Section 3.02.

"Land Payment" shall have the meaning set forth in Section 3.02.

"Land Price Schedule" shall have the meaning set forth in Section 3.02.

"Land Purchase Price" shall have the meaning set forth in Section 3.02.

"Land Seller" shall mean Liberty Life Insurance Company, except that, 
when used with respect to the Woodfield Property, such term shall mean 
LPC of S.C., Inc.

"Landlord's Certificate" shall have the meaning set forth in Section 
7.02(e).

"Leases" shall mean all those leases and agreements to lease as are set 
forth in the 8Rent Roll, as those leases and agreements to lease may be 
terminated or modified as permitted under Section 6.01 and as such leases 
may be supplemented by additional leases entered between the date hereof 
and the Closing Date as permitted under Section 6.01.

"Losses" shall have the meaning set forth in Section 12.07(a).

"Material Adverse Effect" when used with respect to a single Property 
shall mean any event, circumstance, condition, change or effect which 
results in a diminution of 10% or more in the fair market value of such 
Property.

"Material Adverse Effect" when used with respect to the Properties as a 
whole shall mean any event, circumstance, condition, change or effect 
which results in a diminution of 10% or more in the fair market value, in 
the aggregate, of the Properties taken as a whole.   

"Material Adverse Effect" when used with respect to an entity shall mean 
any event, circumstance, condition, change or effect which has a material 
adverse effect on the assets, liabilities, results of operation or 
financial condition of such entity.

"Miscellaneous Rights" shall mean, with respect to each of the Premises 
and except for the Excluded Assets: (a) all right, title and interest, if 
any, of the respective Contributor in and to any award made for 
condemnation of its Premises to the extent provided in Section 11.03 
hereof (or to be made in lieu thereof) and in and to any unpaid award for 
damage to the Premises by reason of change of grade of any street, road, 
highway, avenue or alley, or otherwise; (b) to the extent transferrable, 
all of the respective Contributor's rights to connect with and to 
utilize, for service to its Premises or any part thereof, any private or 
public utility facilities as may now or hereafter be within or without 
the boundaries of the Premises; (c) the respective Contributor's interest 
in the Leases; (d) to the extent transferrable, all licenses, permits, 
certificates of occupancy and governmental approvals with respect to the 
Premises, and all development agreements, bonds, escrows, and similar 
rights relating to governmental permits and/or utility service affecting 
the Premises; (e) all of the respective Contributor's right, title and 
interest in and to the building names and the office/industrial park 
names listed on Exhibit E, but specifically excluding the name "Liberty"; 
(f) all right, title and interest of the respective Contributor in and to 
all plans and specifications for improvements to the Premises or the 
buildings located thereon, including approved site plans, but only to the 
extent in the respective Contributor's possession and only to the extent 
transferrable; (g) all of each Contributor's right, title and interest in 
and to all contracts (including, but not limited to, option agreements 
and agreements of sale to acquire real property), transferrable 
warranties and transferrable guarantees, if any, with regard to the 
foregoing or with regard to the related Personal Property and all rights 
of the Contributor as declarant under covenants, conditions, easements, 
and restrictions governing the office parks in which the Properties are 
located; and (h) all of the respective Contributor's right, title and 
interest in and to insurance proceeds to the extent provided in Section 
11.02 hereof by reason of a loss insured under any insurance policy and 
which relate to or inure, directly or indirectly, to the benefit of its 
Property, but only if and to the extent the insured Property is 
contributed or sold to the Partnership prior to any restoration or repair 
of any insured damage, casualty or other loss.

"Note Portion" shall have the meaning set forth in Section 2.02.

"Objection Notice" shall have the meaning set forth in Section 7.01.

"Partnership" shall mean Liberty Property Limited Partnership, a 
Pennsylvania limited partnership.

"Partnership Agreement" shall mean the First Restated and Amended 
Agreement of Limited Partnership of Liberty Property Limited Partnership 
dated as of June 19, 1995, as amended by the Second Amendment to 
Agreement of Limited Partnership dated as of December 22, 1995, and by 
the Third Amendment to Agreement of Limited Partnership dated as of 
December 31, 1996, and as it will be further amended by the Partnership 
Amendment.

"Partnership Amendment" shall have the meaning set forth in Section 
4.02(d).
  
"Partnership Interest" shall have the meaning set forth in the 
Partnership Agreement. 

"Permitted Encumbrances" shall have the meaning set forth in 
Section 5.01.  

"Personal Property" shall mean, with respect to each of the Properties,  
all furnishings, equipment, property-specific maintenance vehicles (if 
any), building supplies and other items of personal property owned by any 
of the  Contributors and (a) located on the relevant Real Property or in 
the buildings and improvements thereon and used in connection with the 
operation thereof or (b) located off-site but used exclusively in 
connection with the operation of such Properties, but in any case 
specifically excluding the Excluded Assets. 

"Premises" shall have the meaning set forth in the definition of Real 
Property.

"Property" or "Properties" shall mean, individually or collectively, the 
Business Rental Properties and the Undeveloped Business Properties.

"Real Property"or "Real Properties" shall mean, with respect to each of 
the Properties: (a) all those certain lots or pieces of ground relating 
to such Property as described on Exhibit B and Exhibit G and the 
buildings and improvements located thereon (collectively and individually 
referred to as the "Premises"); (b) all easements, rights-of-way or use, 
appurtenant parking rights, privileges, appurtenances, interests and 
similar rights, if any, of a Contributor appurtenant to or benefitting 
its Premises; (c) all right, title and interest, if any, of the 
respective Contributor in and to any land lying in the bed of any 
streets, roads, or avenues, opened or unopened, existing or proposed, 
vacated or hereafter to be vacated, public or private, adjoining its 
Premises and also as they extend beyond such Premises for ingress, egress 
and regress to or from such Premises or any part thereof and for the 
installation, replacement, maintenance and use of utility facilities; and 
(d) all and singular the mineral rights, waters, water courses, rights, 
liberties, privileges, hereditaments and appurtenances whatsoever 
belonging to its Premises or in any way appertaining thereto and the 
reversions and remainders, rents, issues and profits thereof.

"Rent Roll" shall have the meaning set forth in Section 8.01(k).  

"Replacement Financing" shall mean that certain indebtedness to be 
incurred by the Partnership in an amount greater than or equal to the 
Note Portion, the terms and conditions of which shall meet the criteria 
set forth in the Replacement Financing Term Sheet, the repayment of the 
principal (not to exceed in the aggregate an amount equal to the Note 
Portion) of which shall be guaranteed severally (but not jointly) by the 
Contributors pursuant to the Contributor Guarantees, and the proceeds of 
which shall be used to fully repay and satisfy the Contributor Notes on 
the date of the Initial Closing.

"Replacement Financing Term Sheet" shall mean the criteria set forth in 
Exhibit F.

"Second Closing" shall have the meaning set forth in Section 4.01.

"Securities Act" shall mean the Securities Act of 1933, as amended, and 
all regulations promulgated thereunder from time to time.

"Security Deposit" shall have the meaning set forth in Section 
8.01(k)(vi)(H).

"Service Agreements" shall have the meaning set forth in Section 8.01(o).

"Shares" shall mean the shares of beneficial interest of the Trust, par 
value $.001  per share.

"Tenant" shall have the meaning set forth in Section 8.01(k)(iii).

"Tenant Costs" shall mean all tenant fit-out costs, tenant allowances, 
tenant inducements, lease buy-out payments and leasing brokerage 
commissions with respect to any lease of space in the Properties.

"Tenant Estoppel Certificate" shall have the meaning set forth in Section 
6.03.

"Title Company" shall mean, collectively, Chicago Title Insurance Company 
and Commonwealth Land Title Insurance Company, or such other reputable 
and responsible title insurance company or companies as may be designated 
by the Partnership.
"Trust" shall mean Liberty Property Trust, a Maryland real estate 
investment trust.

"Trust Guaranty" shall have the meaning set forth in Section 3.03.

"Undeveloped Business Properties" shall mean, collectively, the Real 
Property listed by address and approximate acreage on Exhibit G and 
described by reference to lots on recorded plat plans or by metes and 
bounds on Exhibit H, and the Miscellaneous Rights, if any, appurtenant 
thereto.


ARTICLE II
CONTRIBUTION OF THE CONTRIBUTED BUSINESS
RENTAL PROPERTIES; SALE OF THE DEFERRED PROPERTIES
        
2.01    Contribution of the Contributed Business Rental Properties.  The 
Contributors agree to contribute to the Partnership, and the Partnership 
agrees to accept from the Contributors, the Contributed Business Rental 
Properties, upon the terms and conditions set forth in this Agreement.  
As to the Woodfield Spec One Building, which is presently leased to 
Ronald Wayne Jones and Carolyn B. Jones, the Partnership may direct that 
the contribution of such Building be effectuated by way of a deed to an 
Affiliate of the Partnership.

2.02    Contribution Consideration.  The consideration payable by the 
Partnership to the Contributors for the contribution of the Contributed 
Business Rental Properties shall be $60,134,000 (the "Contribution 
Consideration").  The Contribution Consideration shall be payable at the 
time and in the manner set forth in Section 2.03.  The Contribution 
Consideration shall be allocated as among the several Contributed 
Business Rental Properties, and as among the classes of assets (i.e., 
land, buildings and personal property) comprising the Contributed 
Business Rental Properties, in the manner set forth on the schedule 
attached hereto as Exhibit I (the "Allocation Schedule"), which also 
contains the allocation of the Contribution Consideration among the 
respective Contributors who will be contributing the Contributed Business 
Rental Properties to the Partnership, indicating in each case the portion 
of the Contribution Consideration to be paid to such Contributor by the 
issuance of Partnership Interests as set forth in Section 2.03(a)(i) (the 
"Equity Portion") and the portion of the Contribution Consideration to be 
paid to such Contributor by the assumption of debt as set forth in 
Section 2.03(a)(ii) (the "Note Portion").  

2.03    Manner of  Payment of Contribution Consideration.   

        (a)  At the Initial Closing, the Partnership shall pay the 
Contribution Consideration, as adjusted pursuant to the prorations set 
forth elsewhere in this Agreement, in the following manner:
(i)  The Equity Portion shall be paid by the issuance by the Partnership, 
to the respective Contributors entitled thereto under Section 2.02, of 
Partnership Interests in the Partnership, with each Partnership Interest 
valued at the Average Share Price and with the number of Partnership 
Interests rounded to the nearest whole number.  

             (ii)  The Note Portion shall be paid by the assumption by 
the Partnership of the Existing Indebtedness, as evidenced by promissory 
notes from the Contributors to the Contributor Lenders in the amounts set 
forth on the Allocation Schedule and substantially in the form of 
Exhibit J (the "Contributor Notes"), which shall be paid in full at the 
Initial Closing. 

2.04    Purchase and Sale of the Deferred Properties.  The Contributors 
set forth on Exhibit K, subject to acquiring the interests of certain 
unrelated partners in the partnership owning each Deferred Property, 
agree to sell or cause to be sold the Deferred Properties to the 
Partnership, and the Partnership agrees, subject to such acquisition of 
partnership interests, to purchase the Deferred Properties from the 
Contributors or the applicable designees, upon the terms and conditions 
set forth in this Agreement.  

2.05    Purchase Price.  The consideration payable by the Partnership for 
the purchase of the Deferred Properties shall be $6,981,000 (the 
"Deferred Price").  The Deferred Price shall be allocated as between the 
Deferred Properties and the respective Contributors conveying them, and 
as among the classes of assets (i.e., land, buildings and personal 
property) comprising the Deferred Properties, as set forth in Exhibit K.  
The Deferred Price shall be payable at the time and in the manner set 
forth in Section 2.06.  

2.06    Manner of Payment of the Deferred Price.  At the Second Closing, 
the Partnership shall pay the Deferred Price, as adjusted pursuant to the 
prorations set forth elsewhere in this Agreement, by wire transfer of 
immediately available funds to the Contributors as set forth on Exhibit 
K.




ARTICLE III
PURCHASE AND SALE OF THE UNDEVELOPED BUSINESS PROPERTIES

3.01    Agreement to Sell and Purchase.  Land Seller agrees to sell the 
Undeveloped Business Properties to the Partnership or its Designee(s), 
and the Partnership agrees to purchase, or cause its Designee to 
purchase, the Undeveloped Business Properties from Land Seller in one or 
more Land Closings on or after the Initial Closing Date, at the price and 
on the terms set forth in this Agreement.  

3.02    Land Purchase Price; Timing of Land Closings. 

        (a)  The consideration to be paid by the Partnership for the 
purchase of the Undeveloped Business Properties shall be the sum of 
$17,500,000 (the "Land Purchase Price"), payable in one or more Land 
Payments, and a final payment, if necessary on the tenth anniversary of 
the Initial Closing Date, all as set forth below, adjusted by the factor 
set forth in paragraph (b)(ii) below in this Section 3.02, and subject to 
the prorations set forth elsewhere in this Agreement; provided, however, 
tht if that certain parcel consisting of approximately 14.62 acres 
described on Exhibit U (the "Southchase Property") is sold prior to the 
Initial Closing, or if the Southchase Property has not been sold but is 
subject to a contract with Stueken, L.L.C. (the "Southchase Purchaser") 
or, in the reasonable judgment of the Contributors, to a claim by 
Southchase Purchaser, then the Land Purchase Price will be reduced by 
$190,060 and the Southchase Property will be deemed not to be a part of 
the Undeveloped Business Properties.  The portion of the Land Purchase 
Price allocable to any portion of the Undeveloped Business Properties 
shall be determined pursuant to the schedule of prices as set forth on 
Exhibit L (the "Land Price Schedule") and shall be adjusted by the factor 
set forth in paragraph (b)(ii)(B) below; provided, however, that the 
total price payable for the Undeveloped Business Properties shall in all 
events be equal to the Land Purchase Price, as adjusted as set forth in 
(b)(ii) below. 

        (b)  The consummation of the purchases and sales of the 
Undeveloped Business Properties shall occur at one or more closings (the 
"Land Closings"), to occur between the Initial Closing Date and the tenth 
anniversary thereof, as determined by the Partnership in accordance with 
the following provisions:

             (i)  The Partnership shall have the right, from time to 
time, to schedule a Land Closing by forwarding a written notice thereof 
(the "Land Closing Notice") to the Contributor Parent, which notice shall 
set forth:  (A)  the proposed time and date for the Land Closing, which 
date shall be a business day not earlier than twenty (20) days after the 
date of such notice;  (B) the place at which such Land Closing is to 
occur, which place shall be within any one of the following cities: 
Philadelphia, Pennsylvania; Malvern, Pennsylvania; Greenville, South 
Carolina; Columbia, South Carolina; Charleston, South Carolina, Atlanta, 
Georgia; or Tampa, Florida;  and (C) the parcel or parcels of land which 
the Partnership intends to acquire at such Land Closing, which parcel or 
parcels may consist of any lot or combination of lots included within the 
Undeveloped Business Properties that is lawfully capable of being 
conveyed as a separate parcel or parcels.

             (ii)  The purchase price installment payable at such Land 
Closing (the "Land Payment") shall be the amount calculated by (A) 
multiplying the usable acreage contained within the parcel or parcels 
identified in the Land Closing Notice (as determined by the Partnership 
in its reasonable discretion) by the price per usable acre set forth with 
respect to such office/industrial park on the Land Price Schedule, and 
(B) increasing such product by a factor of 7.5% per annum, compounded 
annually, calculated on the basis of the number of days elapsed from (but 
excluding) the Initial Closing Date through (and including) the date of 
the relevant Land Closing; provided, however, that: (x) in no event shall 
the sum of payments made under clause (A) above exceed the Land Purchase 
Price, and upon payment of the entire Land Purchase Price (as increased 
by the adjustments set forth in clause (B) above), the Partnership shall 
be entitled to receive and shall be obligated to accept, for no 
additional consideration, a limited warranty deed for all portions of the 
Undeveloped Business Properties which then remain unconveyed, and Land 
Seller agrees to execute, acknowledge and deliver such deed on demand of 
the Partnership; and (y) regardless of the Land Payments theretofore 
made, Land Seller's obligation to convey the last unconveyed parcel or 
parcels of the Undeveloped Business Properties shall be conditioned upon 
the payment by the Partnership of the entire remaining balance of the 
Land Purchase Price (as adjusted as aforesaid).  

             (iii)  The Partnership and the Trust agree that, on or 
before the date which is eighteen (18) months after the Initial Closing 
Date, the Partnership shall have completed closing on Undeveloped 
Business Properties having a base purchase price pursuant to the Land 
Price Schedule of not less than $2,500,000 (plus the factor set forth in 
paragraph (ii)(B) above), provided that the condition to the obligations 
of the Partnership and the Trust to consummate such acquisitions has been 
and remains satisfied as of such date with respect to Undeveloped 
Business Properties having a base purchase price of not less than 
$2,500,000.

             (iv)  The Partnership and the Trust agree that, on or before 
the tenth anniversary of the Initial Closing Date, the Partnership shall 
have completed closing on the acquisition of all the Undeveloped Business 
Properties and shall have paid the entire Land Purchase Price (plus the 
factor set forth in paragraph (ii)(B) above, as applicable), provided 
that all conditions to the obligations of the Partnership and the Trust 
to consummate such acquisitions have been and remain satisfied as of such 
date.

             (v)  The Land Payment payable at each Land Closing shall be 
paid by wire transfer of funds to an account designated by the 
Contributor Parent.  The other transactions to occur at the Land Closings 
shall be as set forth in Section 4.04.

3.03    Absolute Obligation To Pay Land Purchase Price;  Related 
Guaranty, Notwithstanding the flexibility provided in Section 3.02 as to 
the timing of the Land Closings, the Partnership shall be absolutely and 
unconditionally obligated to pay the Land Purchase Price, plus the factor 
set forth in clause (B) of Section 3.02(b)(ii) above, no later than the 
tenth anniversary of the Initial Closing Date, with the sole exception of 
any such Property (and the allocable price thereof) with respect to which 
a Failure of Condition of the type set forth in Section 7.03(c) exists.  
Any such amount, to the extent not previously paid at Land Closings 
occurring prior to the tenth anniversary of the Initial Closing Date, 
shall be paid on such tenth anniversary, by wire transfer of immediately 
available funds to an account designated by the Contributor Parent, 
whether or not any additional Land Closing occurs on such date.  The 
Trust hereby absolutely and unconditionally guarantees the payment of the 
full Land Purchase Price (with the sole exception as set forth above), 
plus the factor set forth in clause (B) of Section 3.01(b)(ii).  The 
Trust shall execute and deliver at the Initial Closing the Guaranty 
attached hereto as Exhibit M (the "Trust Guaranty") further evidencing 
its guaranty of payment and performance.




ARTICLE IV
CLOSING; THE LAND CLOSINGS

4.01    Closing.

        (a)  The consummation of the contribution of the Contributed 
Business Rental Properties (the "Initial Closing") shall be held on or 
before April 30, 1997, commencing at 10:00 am. at the offices of 
Sutherland, Asbill & Brennan, L.L.P., 999 Peachtree Street, N.E., 
Atlanta, Georgia 30309-3996.  The date of the Initial Closing is referred 
to herein as the "Initial Closing Date." 

        (b)  The consummation of the purchase and sale of the Deferred 
Properties (the "Second Closing") shall be held at the same location as 
set forth in (a) above, on or before July 30, 1997, commencing at 10:00 
a.m. subject to extension by up to 90 days thereafter, upon the 
Contributors' obtaining the consent of the Partnership, which shall not 
be unreasonably withheld if such extension is requested by the 
Contributors in order to acquire the partnership interests as 
contemplated by Section 2.04 hereof or to make certain repairs to the 
Park Place Building, Greenville, South Carolina. 

        (c)  Any Closing hereunder shall be subject to postponement for 
such number of days, if any, as is required to allow the passage of the 
grace periods set forth in the preambles to Sections 7.03 and 7.05 below, 
plus 10 additional days thereafter to prepare for Closing.

4.02    Transactions to Occur at the Initial Closing and the Second 
Closing.  At the Initial Closing and the Second Closing,  in addition to 
any other obligation which the parties may have hereunder in connection 
with such Closing, the following events shall occur:

        (a)  Deliveries by the Contributors.  Each Contributor, as to 
each Business Rental Property to be conveyed by such Contributor at such 
Closing, shall, to the extent not previously delivered by such 
Contributor to the  Partnership:

             (i)  Execute, acknowledge and deliver to the Partnership (or 
in the case of the Woodfield Spec One Building referred to in Section 
2.01, to an Affiliate of the Partnership) a special or limited warranty 
deed in customary form for fee simple transfer in the applicable 
jurisdiction, in recordable form dated as of the  Closing Date, 
evidencing the conveyance of fee simple title to the relevant Business 
Rental Properties to the Partnership, subject only to the Permitted 
Encumbrances and all matters of record on the date of such Closing, but 
excluding all other warranties, of any nature or kind, except to the 
extent expressly set forth in this Agreement.

             (ii)  Execute and deliver to the Partnership an Assignment 
and Assumption Agreement, substantially in the form of Exhibit N (the 
"Assignment Agreement")  (A) transferring title to the Personal Property 
and Miscellaneous Rights appurtenant to such Business Rental Property to 
the Partnership, free and clear of all liens, claims and encumbrances 
created by the Contributors or any of their Affiliates, except the 
Permitted Encumbrances and all matters of record on the date of such 
Closing, (B) assigning to the Partnership (1) all of such Contributor's 
rights and interest under the Service Agreements, (2) to the extent 
assignable, all of the Contributor's rights in licenses, governmental 
approvals, escrows and utility deposits and development rights to the 
extent such rights are appurtenant to or benefit such Business Rental 
Properties, (3) all of such Contributor's rights under any and all 
transferrable warranties and guaranties relating to or inuring, directly 
or indirectly, to the benefit of such Business Rental Properties, and (4) 
all other assets, if any, to be transferred and assigned by such 
Contributor hereunder with respect to such Business Rental Property; (C) 
assigning to the Partnership the Contributor's interest in all existing 
Leases then in effect with respect to such Business Rental Property, and 
(D) containing an express assumption by the Partnership of the 
Contributor's obligations arising after the Closing under such assigned 
Leases and Service Agreements and under any other contracts or rights 
assigned to the Partnership hereunder (except to the extent such 
obligations are expressly not to be assumed by the Partnership 
hereunder).

             (iii)  Deliver to the Partnership the originals (or true 
copies, if originals are not available) of all Leases and amendments 
thereto and guaranties thereof, and of all Service Agreements with 
respect to such Business Rental Property.

             (iv)  Execute and deliver a notice (suitable for 
reproduction) to the tenants under the Leases advising of such transfer 
of the Business Rental Properties to the Partnership and advising the 
tenants to pay all future rentals to the Partnership or its designee, 
which form is attached as Exhibit O.

             (v)  Deliver to the Partnership all tenant deposits, 
including security deposits and other deposits (together with interest 
thereon if required by law, contract or otherwise) held or required to be 
held by the Contributors with respect to such Business Rental Property.  

             (vi)  Deliver to the Partnership copies of all building 
plans and  specifications, including, but not limited to, approved site 
plans, for such Business Rental Property, if in the possession of such 
Contributor, and the most recent as-built surveys or plans thereof in the 
Contributors' possession.

             (vii)   Deliver possession of such Business Rental 
Properties to the Partnership subject only to the Permitted Encumbrances, 
the rights of Tenants under the Leases, and all matters of record on the 
applicable Closing Date.

             (viii)  Deliver to the Partnership with respect to such 
Business Rental Property the originals (if in any of the Contributors' 
possession and not previously delivered to the Partnership) or copies 
(otherwise) of all certificates of occupancy and all other licenses, 
permits, authorizations and approvals required by law and issued by all 
governmental authorities having jurisdiction over such Business Rental 
Properties (or, if certificates of occupancy and/or such licenses, etc. 
do not exist or are unavailable to the Contributors, such other 
documentation, if any, as is in the possession of the Contributors that 
evidences that such Business Rental Property is lawfully occupied and/or 
that the use thereof complies with Applicable Laws), and all certificates 
issued by any local board of fire underwriters (or other body exercising 
similar functions) and each bill received, together with proof of payment 
thereof (if any of the same have been paid), for current real estate and 
personal property taxes and water and sewer charges and other utilities.

             (ix)  Execute and deliver to the Partnership a Non-Foreign 
Transferor Certificate, certifying that each Contributor is neither a 
"foreign person" within the meaning of Section 1445(f) of the Code nor a 
"foreign partner" within the meaning of Section 1446 of the Code.

             (x)  Deliver to the Partnership the legal opinion of 
Martha G. Williams, Esquire, with respect to the matters set forth in 
Section 8.01(a) and 8.01(b).

             (xi)  Execute and deliver a certificate certifying that all 
representations and warranties made by such Contributors in this 
Agreement that by their terms are to survive the Closing are true and 
correct in all material respects as of the date of such Closing, and 
certifying to the Knowledge of the Contributor Parties as to the matters 
referred to in the last sentence of Section 11.02 and in Section 
11.03(c); provided, however, that at any Land Closing such certificate 
shall be limited to matters described in Section 7.03(c).

             (xii)  At the Initial Closing, upon repayment of the 
Existing Indebtedness by the Partnership, the Contributor Lenders shall 
execute and deliver to the Partnership a full release and discharge of 
all obligations under the Contributors Notes.

             (xiii)  Execute and deliver to the Partnership such other 
reasonable documents or instruments consistent with the terms hereof as 
in the reasonable opinion of counsel for the Partnership may be necessary 
to effectuate the transactions occurring at such Closing pursuant to this 
Agreement and to transfer title to such Business Rental Properties as 
contemplated by this Agreement, provided that such documents or 
instruments do not increase the liability of any of the Contributors.
(xiv)  Deliver or make available on-site all keys and combinations to 
locks of the Properties and all drawings, manuals, technical data and 
other documentation in the Contributors' possession relating to the 
building systems, equipment and other fixtures and Personal Property 
compromising such Business Rental Property. 

        (b)  Memorandum of Agreement of Sale.  At the Initial Closing, 
Land Seller and the Partnership shall mutually execute, acknowledge and 
deliver a Memorandum of Agreement of Sale, in form customary for 
recordation under local law or practice in the states and counties in 
which the Undeveloped Business Properties are situated, which instrument 
shall be recorded in each such county promptly after the Closing Date.  

        (c)  Contributors Rights Agreement.  At the Initial Closing, the 
Contributor Parent, the Contributors, the Partnership and the Trust shall 
mutually execute and deliver the Contributors Rights Agreement 
substantially in the form of Exhibit P (the "Contributors Rights 
Agreement"), setting forth certain rights and duties of the Contributors 
relating to, among other things, the conversion and disposition of the 
Partnership Interests to be issued at Closing and of the Shares into 
which such Partnership Interests will be convertible and certain 
obligations of the Trust.  

        (d)  Deliveries by the Partnership and the Trust.  The 
Partnership and the Trust shall:

             (i)  At the Initial Closing execute and deliver to the 
Contributors a Fourth Amendment to the First Restated and Amended 
Agreement of Limited Partnership of the Partnership, substantially in the 
form of Exhibit Q hereto (the "Partnership Amendment"), for the purpose, 
among other things, of evidencing the issuance of the Partnership 
Interests as a portion of the Contribution Consideration.

             (ii)  At the Initial Closing the Partnership shall assume 
the Contributors Notes.

             (iii)  The Partnership shall repay the Contributors Notes in 
full by wire transfer of immediately available funds;

             (iv)  Deliver to the Contributors the legal opinions of 
James J. Bowes, Esquire, and Weinberg and Green with respect to the 
matters set forth in Sections 8.02(a) and 8.02(b).

             (v)  Execute and deliver a certificate certifying that all 
of the representations and warranties made by the Partnership and the 
Trust in this Agreement are true and correct as of the date of such 
Closing.

             (vi)  The Partnership shall execute and deliver the 
Assignment Agreement with respect to the Business Rental Properties being 
conveyed at such Closing.

             (vii)  At the Initial Closing the Trust shall execute and 
deliver  the Trust Guaranty.

             (viii)   Execute and deliver all other documents to be 
executed by the Partnership and the Trust pursuant to this Agreement, 
including the Contributors Rights Agreement; and

             (ix)  Execute and deliver to the Contributor Parent and the 
Contributors such other reasonable documents or instruments consistent 
with the terms hereof as in the reasonable opinion of counsel for the 
Contributor Parent may be necessary to effectuate the transactions 
occurring at such Closing pursuant to this Agreement.

        (e)  Replacement Financing; Repayment of Contributors Notes.  At 
the Initial Closing, the Partnership shall incur the Replacement 
Financing and use the proceeds thereof to repay in full the Contributors 
Notes.  Each Contributor from which the Partnership assumes the Existing 
Indebtedness shall severally (but not jointly) guarantee, pursuant to the 
Contributor Guaranties, repayment of a portion of the principal of the 
Replacement Financing (but not the interest thereon) equal to the 
Existing Indebtedness assumed by the Partnership from such Contributor.

        (f)  Gap Undertaking.  The Contributors shall provide, if 
required by the Title Company, an undertaking (the "Gap Undertaking") to 
the Title Company necessary to effectuate the Closing, substantially in 
the form of Exhibit R. 

        (g)  Escrow Agreement.  At the Initial Closing the parties shall 
execute and deliver the Escrow Agreement if required under Section 9.04.

4.03    Apportionments.  At the Initial Closing and the Second Closing,  
and (subject to the provisions of Section 9.02(d)) at each of the Land 
Closings, the following adjustments and apportionments shall be made:

        (a)  (i)Taxes, Rents, etc.  Real estate taxes (on the basis of 
the actual fiscal years for which such taxes are assessed) on the Real 
Property, personal property taxes on the Personal Property, minimum water 
and sewer rentals, rents, including without limitation expense 
pass-throughs, percentage rents and other sums paid by tenants, licensees 
and concessionaires and collected by the Contributors prior to such 
Closing under the Leases, payments due under the Service Agreements which 
are to be assigned to the Partnership and the Trust, prepaid license fees 
and other charges for licenses and permits for the Real Property which 
will remain in effect for the Partnership's benefit after Closing and 
which are listed on Schedule 4.03(a)(i) to this Agreement, and rubbish 
removal charges shall be apportioned pro rata between the Contributors 
and the Partnership on a per diem basis as of such Closing Date.  If the 
Partnership discovers at any time after the Closing Date that any Tenants 
have prepaid rents or other charges which were not credited to the 
Partnership at Closing as required by this Section, the Contributors 
shall pay such sums to the Partnership within a reasonable time after 
notice from the Partnership.  The Partnership shall pay an equitable 
portion of all costs incurred in efforts to contest assessments and 
otherwise to seek to reduce property tax liabilities to the extent such 
costs relate to expected tax savings for 1997 and subsequent years.  
Contributors shall be given credit on the closing statement for the 
appropriately prorated portions of any amounts that are to be reimbursed 
by tenants after the Closing Date, and for any transferable escrows or 
similar deposits held by utility companies or municipal authorities, to 
the extent the Contributors' rights therein are assigned to the 
Partnership at Closing.  

             (ii)  Post-Closing Tenant Rents.  All rents and other sums 
collected by the Partnership after the Closing Date, up to the respective 
amounts currently due the Partnership from time to time, will be retained 
by the Partnership and applied on account of the rents and other sums due 
to the Partnership.  At Closing, the Contributors shall identify all 
tenants which are in arrears in the payment of rent as of five (5) days 
before the Closing Date.  If any tenant shall pay to the Partnership a 
sum in excess of all rents and other sums which have accrued to the 
Partnership, and which excess sum is on account of arrearages which 
became due prior to Closing, the Partnership will promptly remit such 
excess net of costs of collection to the Contributors.  Without the 
Partnership's written consent, which shall not be unreasonably withheld 
or delayed, the Contributors shall not bring any suit or other proceeding 
against any tenant under the Leases after the Closing Date on account of 
rental delinquencies, but this shall not limit any Contributor's right to 
bring any suit or proceeding for other damages.  The Partnership assumes 
no obligation to collect or enforce the payment of any such monies which 
may be owing to the Contributors.  If the Partnership employs an agent to 
collect rent under the Leases after Closing, such agent shall have the 
right to deduct and retain from the Contributors' share of any rent or 
other payments accruing prior to the Closing Date and received by the 
Partnership after the Closing Date compensation at a reasonable rate 
payable to such agent by the Partnership, except that such compensation 
shall be equitably apportioned between the Contributors and the 
Partnership if the sums collected relate to periods both before and after 
such Closing.

             (iii)  Post-Closing Adjustment of Miscellaneous Tenant 
Payments.  If the apportionment of any percentage rents, "escalation" 
payments relating to operating expenses, or other payments received by 
the Contributor prior to the Closing Date from a tenant under any of the 
Leases on account of periods prior to the Closing Date or on account of 
sums which are attributable to expenses incurred by the landlord for 
periods of time prior to the Closing Date or on account of any amounts 
that are to be reimbursed by any tenant after the Closing Date which 
relate to periods prior to the Closing Date, cannot be precisely 
determined at the Closing Date, the Contributors and the Partnership 
shall reasonably estimate the apportionment of such sums pro rata between 
the Partnership and the Contributor on a per diem basis as of the Closing 
Date. Each party shall separately reconcile with tenants the amounts paid 
or payable on account of operating expenses incurred by such party during 
its period of ownership.  Post-Closing adjustments shall be made, as 
necessary, between the Partnership and the Contributors for each of such 
apportioned items as and when such sums can be precisely determined by 
the Partnership and the Contributors. 

             (iv)  Combined Tax Assessments.  If the Real Property 
comprising any Property is not separately assessed for real estate tax 
purposes as of the Closing Date, the real estate tax assessment 
attributable to such Property shall be deemed to be that portion of the 
total assessment on the larger parcel with which such Property is 
assessed, which bears the same ratio to such total assessment as the fair 
market value of such Property bears to the fair market value of the 
larger parcel, as determined to the mutual satisfaction of the 
Partnership and the Contributor Parent, each acting reasonably.  

             (v)  Estimated Real Estate Taxes.  If bills for real estate 
taxes on any Real Property have not been issued as of the applicable 
Closing Date, and if the amount of real estate taxes for the then current 
tax fiscal year is not then known, the apportionment of real estate taxes 
shall be made at Closing on the basis of the prior year's real estate 
taxes.  Post-Closing adjustments shall be made, as appropriate, between 
the Partnership and the Contributors for the real estate taxes as and 
when such sums can be precisely determined by the Partnership and the 
Contributors.  

             (vi)  "Rollback" Taxes.  If all or any portion of the 
Undeveloped Business Properties to be conveyed at a Closing is the 
subject of any "rollback" taxes or other deferral or abatement whereby 
such Property may be subject to the imposition of taxes after the Initial 
Closing on account of periods of time prior thereto, the respective 
Contributor shall pay, when assessed, all taxes (and interest and 
penalties thereon) assessed after the Initial Closing with respect to 
periods prior to (A) the date which is eighteen (18) months after the 
Initial Closing Date, or (B) the date of the respective Land Closing, 
with respect to any Undeveloped Business Property conveyed to the 
Partnership or its Designee hereunder prior to the end of the aforesaid 
eighteen (18) month period. 

             (vii)  Credits.  Any credit due to the Partnership pursuant 
to this Section 4.03 shall be paid by the respective Contributor to the 
Partnership, and any credit due to the Contributor pursuant to this 
Section 4.03 shall be paid by the Partnership to the respective 
Contributor at Closing.  

        (b)  Utility Meter Readings.  As and when readings of the water, 
electric, gas and other utility meters servicing the Real Property (other 
than meters which exclusively measure utility consumption which is to be 
paid in full by tenants under Leases) become available at or after 
Closing, the Contributors shall pay all charges relating to any period 
prior to the Closing Date, prorated on a daily basis.

        (c)  Realty Transfer Taxes.  At each Closing, the Contributors 
shall pay all realty transfer taxes, mortgage recording taxes, 
documentary stamp taxes and sales taxes accruing or payable with respect 
to the Contributors' conveyance of the Properties.

        (d)  Post-Closing Reconciliation.  The parties to this Agreement 
acknowledge that certain of the information relating to the income and 
expense items to be apportioned pursuant to this Section 4.03 may not be 
available or completely accurate as of the Closing Date, and the parties 
agree that within 90 days after Closing, they shall use all reasonable 
diligence to determine the final amount of all adjustments and 
reconciliations of the items to be apportioned hereunder and shall make 
cash payments as appropriate in order to effectuate  a final 
reconciliation.

4.04    Transactions to Occur at the Land Closings.  At each of the Land 
Closings the following transactions shall occur:

        (a)  The Partnership shall pay the required Land Payment, in the 
amount set forth in the Land Closing Notice, by wire transfer of funds to 
an account designated by the Contributor Parent;

        (b)  The Contributor Parent shall execute, acknowledge and 
deliver (or shall cause to be executed,  acknowledged and delivered) to 
the Partnership or its Designee(s) the deed of conveyance to the 
Undeveloped Business Property or Properties identified in the respective 
Land Closing Notice, in substantially the form of Exhibit M, subject only 
to the Permitted Encumbrances, all matters of record as of the Initial 
Closing Date, any easements requested or granted by the Partnership or 
the Trust and real property taxes for the fiscal year in which the Land 
Closing occurs; and

        (c)  Except to the extent previously delivered, the Contributor 
Parent shall execute, deliver and acknowledge (or shall cause to be 
executed, delivered and acknowledged) to the Partnership or its Designee 
the deliveries of the items referenced in Sections 4.02(a)(ii), (vii), 
(ix), and (xi) (limited to representations and warranties with respect to 
the Properties being conveyed for the period after the Initial Closing),  
as applicable, with respect to the Undeveloped Business Properties 
identified in the Land Closing Notice.




ARTICLE V
TITLE AND RELATED MATTERS

5.01    Condition of Title.  

        (a)  Prior to the execution of this Agreement the Partnership has 
obtained, at its expense, preliminary title commitments with respect to 
each of the Properties.  On or before the expiration of the Due Diligence 
Period, unless the Partnership has elected to terminate this Agreement 
pursuant to Section 7.01(b), the Partnership shall forward to the 
Contributor Parent a written notice (the "Title Objection Notice") 
setting forth all matters of title relating to the Properties that are 
unacceptable to the Partnership (including any endorsements or coverages 
reasonably sought by the Partnership that are unavailable).  The Title 
Objection Notice may be forwarded in conjunction with an Objection Notice 
pursuant to Section 7.01(c) or otherwise.   Within ten (10) business days 
after the Title Objection Notice (or such longer period on which the 
Partnership and the Contributor Parent may agree in writing), the parties 
hereto shall endeavor in good faith to negotiate with each other and with 
the Title Company in order to resolve all matters of title and to arrive 
at a mutually acceptable list of covenants,  restrictions, easements and 
other matters (the "Permitted Encumbrances") subject to which the 
Partnership is willing to accept title to the Properties; provided, 
however, that under no circumstances shall the Partnership be required to 
accept title subject to any monetary liens, judgments or encumbrances 
incurred by any of the Contributors or any Affiliate thereof in a fixed 
or ascertainable dollar amount, all of which shall be paid and discharged 
by the Contributors or provision made so that the Title Company shall not 
take an exception therefor at or before Closing.  If the parties are 
unable in their sole and absolute discretion to so agree within the 10 
business day period as aforesaid (or such longer period on which the 
Partnership and the Contributor Parent may agree in writing), either the 
Partnership or the Contributor Parent shall have the right, at any time 
prior to any Closing, to terminate this Agreement by providing written 
notice to the other, unless the Partnership waives in writing its 
unsatisfied objections.  The Partnership and the Trust shall be deemed to 
have accepted all matters of record existing as of the later of 
December 1, 1996, or the date of the Partnership's title commitment with 
respect to each Property, and all such matters shall thereafter be deemed 
Permitted Encumbrances, except to the extent such matters are identified 
on a Title Objection Notice delivered by the Partnership to the 
Contributor Parent by the expiration of the Due Diligence Period and are 
not waived thereafter.  

        (b)  At each Closing, title to the Real Properties being conveyed 
at such Closing shall be good and marketable and insurable as such by the 
Title Company, at standard rates pursuant to the standard stipulations 
and conditions of the current ALTA Policy of Owners Title Insurance, free 
and clear of all liens, encumbrances and other title defects or 
exceptions, except for the Permitted Encumbrances.  All search fees and 
premiums for the owner's policy of title insurance and all endorsements 
thereto shall be paid by the Partnership.  The Contributors shall deliver 
to the Title Company such commercially reasonable sellers' affidavits as 
the Title Insurance Company reasonably requires (with respect to 
statutory liens and parties in possession) to insure title as required 
hereunder.

        (c)  The completion of the Initial Closing by the Partnership 
shall be deemed to constitute the Partnership's waiver of all matters of 
record as of the Initial Closing Date with respect to all of the 
Properties, and all such matters shall thereafter constitute Permitted 
Encumbrances.

5.02    Inability to Convey.  If title to any Real Property is not, at 
Closing, good, marketable or insurable as set forth in Section 5.01 and 
if the unsatisfied title objection is not in a fixed or ascertainable 
amount of a type governed by and resolved pursuant to Section 5.01(a) or 
is not otherwise waived or deemed to be waived or accepted, the existence 
of such objection shall be deemed to be a Failure of a Condition, and the 
rights of the parties hereto shall be as set forth in Section 7.03.  
Notwithstanding the foregoing, if the inability or failure of 
Contributors to deliver title as aforesaid is the result by any wilful 
violation by one or more Contributors of its or their obligations under 
this Agreement, the Partnership and the Trust shall have the right, in 
addition to or in lieu of the remedies set forth above in this paragraph, 
to seek and obtain all other rights and remedies to which they might be 
entitled at law or in equity on account of such breach, including 
(without limitation) specific performance.
  
5.03    UCC Searches.  The Partnership has obtained or hereafter may 
obtain, prior to Closing, searches, of all Uniform Commercial Code 
financing statements filed against the  Properties or against the 
Contributors with respect to such Properties, in each case searched with 
the Secretary of State and/or county clerk in the state and county in 
which the Contributors have been formed and the Properties are located, 
together with tax lien searches in all such jurisdictions.  If any such 
searches conducted during the Due Diligence Period disclose matters 
unacceptable to the Partnership, the Partnership shall disclose such 
matters in the Title Objection Notice described in Section 5.01(a) or 
they shall be deemed accepted and thereafter shall constitute Permitted 
Exceptions.  If new searches conducted prior to Closing reveal that, 
other than the Permitted Encumbrances and matters of record as of the 
date of the Partnership's UCC search conducted prior to the end of the 
Due Diligence Period with respect to the affected Property (but in no 
event earlier than December 1, 1996), there are any new bankruptcies, 
actions, claims or liens affecting or encumbering or which might encumber 
the Properties or any interest therein or portion thereof which will 
continue after Closing, and the Partnership lists any such matters in a 
new Title Objection Notice, the existence of such objection shall be 
deemed to be a Failure of a Condition unless satisfied as contemplated in 
Section 7.03, and the rights of the parties hereto shall be as set forth 
in Section 7.03.

5.04    Survey.  The Partnership has commissioned licensed surveyors 
qualified in the states in which the respective Properties are located to 
prepare as-built survey plans (with respect to the  Business Rental 
Properties) in accordance with the current editions of "Minimum Standard 
Detail Requirements for Land Title Surveys" (as adopted by the American 
Land Title Association and the American Congress on Surveying & Mapping).  
Each survey plan shall be accompanied by a metes and bounds description 
of the Real Property prepared from the survey plans. If any of the survey 
plans discloses matters reasonably objectionable to the Partnership, the 
Partnership shall disclose such objection in the Title Objection Notice 
described in Section 5.01(a).  Any matters not so disclosed shall be 
deemed to be acceptable to the Partnership and the Trust and shall 
constitute Permitted Exceptions. 




ARTICLE VI
POSSESSION; AGREEMENTS AND LEASES.

6.01    Possession; Leases.  At Closing, the Leases will not be subject 
to any rights of brokers to be paid leasing brokerage commissions, 
finders or referral fees or similar commissions payable after Closing 
except as set forth on Schedule 6.01.  The Partnership shall execute and 
deliver at Closing the  Assignment Agreement, pursuant to which the 
Partnership assumes and promises to observe and perform all covenants and 
obligations of the landlord under the Leases arising after Closing, 
including, but not limited to, the assumption of any obligations of a 
Contributor associated with tenant security deposits and interest 
thereon, but only to the extent such security deposits are listed on the 
Rent Roll and remitted to the Partnership at Closing.  From the date of 
this Agreement until the Closing, the Contributor shall not enter into 
any new leases or agreements to lease with respect to any portion of the 
Properties or modify or terminate any Lease without in each case 
obtaining the prior written consent of the Partnership, which consent 
shall not be unreasonably withheld provided that each proposed tenant is 
a creditworthy tenant and provided further that such consent shall be 
deemed to have been granted unless the Partnership shall have 
affirmatively denied its consent within three (3) business days after 
written request.

6.02    Agreements.  The Contributors represent and warrant that, except 
for the Leases, the agreements set forth on Schedule 6.02, and the 
agreements set forth on Schedule 6.01,  there are no existing contracts, 
agreements or arrangements (whether oral or written) binding upon the 
Properties or relating to the operation, management, development, 
leasing, maintenance or servicing thereof, other than agreements that are 
terminable without cause or penalty upon thirty (30) days' notice or 
less, or which do not, in the aggregate, have a Material Adverse Effect 
on any of the Properties.  The termination of any of the Service 
Agreements prior to Closing by reason of the expiration of its term or by 
reason of a default thereunder shall not excuse the Partnership from its 
obligation to complete Closing and to pay the full Contribution 
Consideration, provided that if the service in question is necessary or 
appropriate to the proper operation of any Property, the Contributor of 
such Property will use commercially reasonable efforts to obtain a 
substitute contract on terms reasonably acceptable to the Partnership 
prior to Closing; provided further, however, that neither the failure to 
use such efforts nor the failure to obtain such a substitute contract 
shall excuse the Partnership's performance under this Agreement.  All 
rights and interests under the Service Agreements (including such 
substitute contracts) will be assigned by the Contributors to the 
Partnership, and assumed by the Partnership (with respect to obligations 
arising after Closing), at Closing by the mutual execution of the  
Assignment Agreement.

6.03    Tenant Estoppel Certificates.  Prior to the date of this 
Agreement, the Contributors have requested each Tenant under a Lease to 
deliver to the Partnership a written statement ("Tenant Estoppel 
Certificate") substantially in the form of Exhibit S attached hereto.  
The Contributors agree to use reasonable efforts to obtain all Tenant 
Estoppel Certificates prior to the end of the Due Diligence Period.  As 
and when the Tenant Estoppel Certificates are from time to time received 
by the Partnership, the Partnership shall advise the Contributors of any 
deviations therein from the requested form that are reasonably 
unsatisfactory to the Partnership.  On or before the expiration of the 
Due Diligence Period, unless the Partnership has elected to terminate 
this Agreement pursuant to Section 7.01(b), the Partnership shall forward 
to the Contributor Parent a written notice (the "Tenant Estoppel Notice") 
setting forth all Tenant Estoppel Certificates that have not been 
received and setting forth any matters contained in the Tenant Estoppel 
Certificates that are reasonably unacceptable to the Partnership.  The 
Tenant Estoppel Notice may be forwarded in conjunction with an Objection 
Notice pursuant to Section 7.01(c).  Within ten business days after the 
Tenant Estoppel Notice (or such longer period on which the Partnership 
and the Contributor Parent may agree in writing), the parties hereto 
shall endeavor in good faith to negotiate with each other and with the 
relevant Tenants in order to resolve all issues relating to the Tenant 
Estoppel Certificates.  Such resolution may include, by way of example, 
an agreement by the parties that the receipt of the missing or defective 
Tenant Estoppel Certificate shall be a condition to Closing, or an 
agreement by the parties that the defective or missing item may be 
included in the Landlord's Certificate referred to in Section 7.02(e), or 
may include such other resolution as is mutually acceptable to the 
parties.  If the parties are unable in their sole and absolute discretion 
to so agree within the ten business day period as aforesaid (or such 
longer period on which the Partnership and the Contributor Parent may 
agree in writing), either the Partnership or the Contributor Parent shall 
have the right, at any time prior to Closing, to terminate this Agreement 
by providing written notice to the other, unless the Partnership waives 
in writing its unsatisfied objections prior to the giving of such notice 
of termination.  The Partnership and the Trust shall be deemed to have 
accepted the status of all Tenant Estoppel Certificates as existing on 
the last day of the Due Diligence Period, except to the extent any 
deviations are identified in the Tenant Estoppel Notice delivered by the 
Partnership to the Contributor Parent by the expiration of the Due 
Diligence Period and are not waived thereafter.  The Contributors also 
agree to request from the Tenants under the Leases such commercially 
reasonable subordination and nondisturbance agreements as may be 
requested by the lender under the Replacement Financing, upon the written 
request of the Partnership.  




ARTICLE VII
CONDITIONS TO CLOSING

7.01    Due Diligence Period.

        (a)  The obligations of the Partnership and the Trust under this 
Agreement are subject to the Partnership's and the Trust's being 
satisfied, in their sole and absolute discretion, during the period of 
time from the date of this Agreement through March 19, 1997 (the "Due 
Diligence Period"), with their review of all aspects of the physical, 
legal, title, environmental and financial condition of the Properties and 
the suitability of the Properties for the Partnership's intended 
purposes, and with the determination of the usable acreage relating to 
the Undeveloped Business Properties as set forth in Section 3.02.

        (b)  If for any reason the Partnership determines on or before 
the expiration of the Due Diligence Period that the Partnership and the 
Trust do not desire to proceed with the transactions contemplated in this 
Agreement, they shall have the right to terminate this Agreement by 
sending written notice thereof to the Contributor Parent (a "Termination 
Notice") on or before 6:00 p.m. EST on the last day of the Due Diligence 
Period, accompanied by the payment of $100.00 as a termination fee.  The 
Contributor Parent and the Contributors acknowledge that the costs and 
expenses to be incurred by the Partnership and the Trust in their due 
diligence analyses and investigations of the Properties, together with 
the payment of the $100.00 termination fee set forth above, represent 
fair and adequate consideration for the Contributors' entering into this 
Agreement.

        (c)  Alternatively, the Partnership shall have the right to 
forward to the Contributor Parent prior to the expiration of the Due 
Diligence Period a notice (the "Objection Notice") setting forth any 
specific aspects of the physical, legal, environmental or financial 
condition of the Properties or their suitability for the Partnership's 
intended purposes that are objectionable to the Partnership, and 
containing the Title Objection Notice referred to in Section 5.01 and the 
Tenant Estoppel Notice referred to in Section 6.03.  Within the period of 
ten (10) business days after the Objection Notice (or such longer period 
on which the Partnership and the Contributor Parent may agree in 
writing), the parties hereto shall negotiate in good faith to determine 
whether the Contributor Parties, in their sole and absolute discretion, 
are willing to correct to the satisfaction of the Partnership, in its 
sole and absolute discretion, whether by amendment to this Agreement or 
otherwise, the matters set forth on the Objection Notice.  If the parties 
are unable to reach agreement within said period of 10 business days (or 
such longer period on which the Partnership and the Contributor Parent 
shall agree in writing),  either the Partnership or the Contributor 
Parent shall have the right to terminate this Agreement in its entirety 
by giving written notice thereof to the other, unless the Partnership 
waives in writing its unsatisfied objections prior to the giving of such 
notice of termination.  

        (d)  If the Partnership does not provide a Notice of Termination 
or an Objection Notice on or before the end of the Due Diligence Period 
as set forth above, this Agreement shall continue in full force and 
effect without regard to the provisions of this Section 7.01, and the 
Partnership and the Trust shall be deemed for all purposes under this 
Agreement to have waived all warranties and representations as to matters 
existing at the end of the Due Diligence Period except with respect to 
Sections 8.01(a), (b) and (m) and any matter required to be disclosed in 
Sections 8.01(g), (k), (n), (o), and (p) of which Contributor Parent 
shall not have given notice to the Partnership prior to the end of the 
Due Diligence Period.

7.02    Conditions to Obligations of the Trust and the Partnership.  
Subject to the terms of Section 7.03 below and of Section 7.01(d) above, 
the obligation of the Trust and the Partnership to consummate each 
Closing hereunder (other than a Land Closing, which shall be governed 
solely by Section 7.03(c)) is conditioned upon the following conditions 
precedent, any one or more of which may be waived in writing by the 
Partnership, on behalf of itself and the Trust:

        (a)  All representations and warranties of all Contributor 
Parties (limited, in the case of each Closing other than the Initial 
Closing, to representations and warranties with respect to the Property 
or Properties being conveyed at such Closing) shall be true in all 
material respects as of the date hereof and as of the Closing Date, 
except as to any matter referred to in Article VIII hereof of which 
Contributor Parent shall have given notice to the Partnership prior to 
any previous Closing.

        (b)  Each of the Contributor Parties shall have executed, 
acknowledged (where appropriate) and delivered all documents and 
instruments required hereunder to be executed, acknowledged and delivered 
at such Closing.  
 
        (c)  Each of the Contributor Parties shall have performed in all 
material respects all of its covenants and obligations to be performed at 
or prior to such Closing (limited, in the case of each Closing other than 
the Initial Closing, to covenants and obligations with respect to the 
Property or Properties being conveyed at such Closing), except for any 
failure of such performance of which Contributor Parent shall have given 
notice to the Partnership prior to any previous Closing.

        (d)  The Title Company shall be unconditionally committed to 
issue promptly following such Closing the policies of title insurance 
described in Section 5.01 with respect to the Properties being conveyed 
at such Closing;

        (e)  The respective Contributors with respect to the Business 
Rental Properties being conveyed at each Closing shall have executed and 
delivered to the Partnership a certification (the "Landlord's 
Certificate") certifying that the statements contained in the Tenant 
Estoppel Certificates relating to each such Property are true and correct 
as of the date of such Closing, and containing such other matters on 
which the parties mutually agree in their sole and absolute discretion as 
a result of the procedures set forth in Section 6.03.  

        (f)  No  preliminary or permanent injunction or other order, 
decree or ruling issued by a court of competent jurisdiction or by a 
governmental, regulatory or administrative agency or commission, shall be 
in effect at Closing, and no Applicable Law shall have been enacted or 
promulgated between the date of this Agreement and Closing, which in 
either case  would prevent the consummation of the transactions 
contemplated by this Agreement;

        (g)  All necessary partnership or corporate action shall have 
been taken by the Contributors to authorize the execution and delivery of 
this Agreement and the consummation of the transactions contemplated 
hereby; 
  
        (h)  Each of the other documents and instruments required by this 
Agreement to be delivered to the Partnership or the Trust at such Closing 
shall have been delivered; and

        (i)  No notice shall be outstanding and uncured asserting any 
material violation of any Applicable Laws with respect to any of the 
Business Rental Properties to be conveyed at such Closing of which 
Contributor Parent shall not have given notice to the Partnership prior 
to any previous Closing.

7.03    Failure of Condition to the Obligations of the Partnership and 
the Trust.  If one or more of the conditions to the obligations of the 
Partnership and the Trust as set forth in Section 7.02 have not been 
satisfied as of the date scheduled for Closing and remain unsatisfied for 
twenty (20) days after written notice thereof is provided by the 
Partnership to the Contributor Parent and the Partnership reconfirms its 
objection to such failure (which circumstance shall be referred to as a 
"Failure of Condition"), then:

        (a)  if (i) one or more of such Failures of Conditions 
individually or in the aggregate result in a Material Adverse Effect on 
the Properties as a Whole, or (ii) one or more of such Failures of 
Conditions individually or in the aggregate have a Material Adverse 
Effect on several individual Properties such that the allocable portion 
of the Contribution Consideration relating to such affected Properties 
(as set forth on the Allocation Schedule) exceeds 15% of the Contribution 
Consideration, or (iii) one or more of such Failures of Condition consist 
of the non-fulfillment of a condition set forth in paragraphs (b), (f) or 
(g) of Section 7.02, then in any such event the Partnership and the Trust 
may, at their option, terminate this Agreement and thereby be excused 
from their obligation to consummate Closing with respect to all of the 
Properties;

        (b)  if one or more of such Failures of Conditions individually 
or in the aggregate have a Material Adverse Effect on one or more of the 
Business Rental Properties, the Partnership shall have the right to 
terminate this Agreement with respect to the Business Rental Property or 
Business Rental Properties so affected, in which case the Contribution 
Consideration shall be reduced by the amount allocated to the affected 
Business Rental Property or Business Rental Properties set forth on the 
Allocation Schedule and the Closing shall proceed as scheduled with 
respect to all other Properties not so affected; provided, however, that 
the Contributor Parent shall have the following rights to nullify such 
partial termination as follows:

             (i)  if the applicable portion of the Contribution 
Consideration relating to the Business Rental Property or Business Rental 
Properties with respect to which the Partnership has sought to terminate 
this Agreement as aforesaid exceeds 15% of the Contribution 
Consideration, the Contributors shall have the right, by notice provided 
by the Contributor Parent to the Partnership on or before the earlier to 
occur of ten (10) business days after receipt of the notice of 
termination from the Partnership as aforesaid or the scheduled date for 
Closing, to terminate this Agreement in its entirety in which event this 
Agreement shall be null and void and of no further force or effect; or  

             (ii)  the Contributors shall have the right, exercisable by 
the Contributor Parent's providing written notice to the Partnership on 
or before the day which is the earlier to occur of ten (10) business days 
after receipt of the Partnership's notice aforesaid or the scheduled date 
for Closing, to correct any failure of condition and to extend the date 
for Closing with respect to such Property or Properties by a period of up 
to 90 days (the "Extended Closing"), whereupon the payment of the portion 
of the Contribution Consideration allocable to such Property or 
Properties as designated by the Contributor Parent shall be deferred 
until the Extended Closing, and the obligations of the Partnership and 
the Trust at such Extended Closing shall be subject to the curing by the 
Contributors of the relevant Failure of Condition.  If the Failure of 
Condition has not been cured by the Contributors on or before the date of 
the Extended Closing, the Partnership shall have the right to terminate 
this Agreement with respect to the affected Property or Properties, and 
the Contribution Consideration shall be permanently reduced by the amount 
allocable to such Property or Properties, without any further right on 
part of the Contributors to cure such Failure of Condition or to defer 
Closing with respect thereto; 

        (c)  if one or more of such Failures of Condition result from the 
Contributors' creating any lien, encumbrance or other title defect, or 
incurring any obligation that results in such a lien, encumbrance or 
other title defect, against any of the Undeveloped Business Properties 
after the Initial Closing, except, in each case, as contemplated by this 
Agreement, and if such Failure or Failures of Condition, individually or 
in the aggregate, have a Material Adverse Effect on one or more of the 
Undeveloped Business Properties, the Partnership shall have the right to 
terminate this Agreement as to the Undeveloped Business Property or 
Properties so affected, in  which case the Land Purchase Price shall be 
reduced by the amount allocated to such affected Property or Properties 
pursuant to Section 3.02, and the Closing shall proceed as scheduled with 
respect to all other Properties not so affected, subject, however, to the 
right of the Contributor Parent to nullify such partial termination and 
to defer conveyance of the affected Property in accordance with paragraph 
(b)(ii) above in this Section 7.03;

        (d)  no Failure of Condition shall excuse the obligations of the 
Partnership or the Trust to consummate a Closing except as set forth in 
this Section 7.03.

7.04    Conditions to the Obligations of the Contributors.  The 
obligation of the Contributors to consummate Closing hereunder is 
conditioned upon the following conditions, any one or more of which may 
be waived in writing by the Contributor Parent, on behalf of all 
Contributors:

        (a)  All representations and warranties of the Partnership and 
the Trust shall be true in all material respects as of the date hereof 
and as of the Closing Date;

        (b)  The Partnership and the Trust shall have performed in all 
material respects all of their covenants and obligations to be performed 
at or prior to Closing;

        (c)  All necessary partnership and trust actions shall have been 
taken to authorize the execution and delivery of this Agreement and the 
consummation of the transactions contemplated hereby by the Partnership 
and the Trust;

        (d)  No preliminary or permanent injunction or other order, 
decree or ruling issued by a court of competent jurisdiction or by a 
governmental, regulatory or administrative agency or commission, nor any 
statute, rule, regulation or executive order promulgated or enacted by 
any governmental authority shall be in effect at Closing which would 
prevent the consummation of the transactions contemplated hereby; and

        (e)  Each of the other documents and instruments required by this 
Agreement to be delivered to the Contributors at Closing shall have been 
delivered.

7.05    Failure of Condition to the Obligations of the Contributor 
Parties. If one or more of the conditions to the obligations of the 
Contributor Parties as set forth in Section 7.04 have not been satisfied 
as of the date scheduled for Closing and remain unsatisfied for twenty 
(20) days after written notice thereof is provided by the Contributor 
Parent to the Partnership and the Contributor Parent reconfirms its 
objection to such failure, the Contributor Parties may, at their option, 
terminate this Agreement and thereby be excused from their obligation to 
consummate Closing with respect to all of the Properties; provided, 
however, that as to a failure or failures of the condition of the type in 
Section 7.04(a), the Contributor Parties may, at their option, terminate 
this Agreement and thereby be excused from their obligation to consummate 
Closing with respect to all of the Properties only if such failure or 
failures individually or in the aggregate result in a Material Adverse 
Effect on the Partnership or the Trust or result in a Material Adverse 
Effect on the rights of the Contributor Parties under this Agreement.





ARTICLE VIII
REPRESENTATIONS AND WARRANTIES

8.01    Representations and Warranties of Contributors.  The Contributor 
Parties  jointly and severally represent and warrant to the Trust and the 
Partnership as follows:

        (a)  Organization; Authority.  Each Contributor Party is a 
corporation or partnership duly formed and subsisting under the laws of 
its jurisdiction of formation and has the requisite corporate or 
partnership power and authority to enter into and perform its obligations 
under this Agreement.  Each Contributor Party has all power and authority 
to own and lease the Properties that it owns and leases and to carry on 
its business as it is now being conducted.

        (b)  Due Authorization; Binding Agreement.  The execution, 
delivery and performance of this Agreement by each Contributor Party has 
been duly and validly authorized by all necessary action of the 
Contributor Party.  This Agreement has been duly executed and delivered 
by each such Contributor Party, or an authorized representative of each 
such Contributor, and constitutes a legal, valid and binding obligation 
of such Contributor Party.

        (c)  Consents and Approvals.  No consent, waiver, approval or 
authorization of, or filing, registration or qualification with, or 
notice to, any governmental unit or any other person is required to be 
made, obtained or given by any such Contributor Party prior to or as a 
condition to the execution, delivery and performance of this Agreement, 
except as have been made, obtained or given.

        (d)  No Violation.  None of the execution, delivery or 
performance of this Agreement by each Contributor Party does or will, 
with or without the giving of notice, lapse of time or both, (i) violate, 
conflict with or constitute a default under any term or condition of (A) 
the organizational documents of such Contributor Party or any material 
provision of any material agreement to which such Contributor Party is a 
party or by which it or its assets or properties are bound, or (B) any 
terms or provisions of any judgment, decree, order, statute, injunction, 
rule or regulation of a governmental unit applicable to such Contributor 
Party or (ii) result in the creation of any lien or other encumbrance 
upon the assets or properties of such Contributor Party, except as 
expressly contemplated by this Agreement.

        (e)  Litigation.  Except (i) the matters, if any, set forth on 
Schedule 8.01(e) and (ii) claims covered by insurance with regard to 
which liability is not expected to exceed $500,000.00, there are no 
judicial, administrative, arbitration or governmental claims, actions, 
suits, proceedings or investigations that have been instituted by any of 
the Contributor Parties, or notice of which has been served upon any of 
the Contributor Parties, or which to the Knowledge of the Contributor 
Parties are threatened, against any of the Properties, against any of the 
Contributor Parties relating to any of the Properties or relating to the 
transactions contemplated by this Agreement, or which would materially 
and adversely affect such Contributor Party's ability to perform its 
obligations and complete Closing hereunder.

        (f)  Attachment; Execution; Etc.  No attachments, execution 
proceedings, assignments for the benefit or creditors, insolvency, 
bankruptcy, reorganization or other proceedings are pending or, to the 
Knowledge of the Contributor Parties, threatened against any Contributor 
or any of its Properties, nor are any of such proceedings contemplated by 
any Contributor, which is reasonably likely to materially adversely 
affect such Contributor's ability to perform its obligations and complete 
Closing hereunder.

        (g)  Operation of Premises; Compliance with Laws; Violations, 
Etc.

             (i)  To the Knowledge of the Contributor Parties, except as 
set forth on Schedule 8.01(g), no Contributor has received any written 
notice from any public authority asserting any uncorrected violation of 
any Applicable Laws (other than Environmental Laws) with respect to any 
of the Properties or any portion thereof, or the condition, use or 
operation thereof, including, but not limited to,  the Americans with 
Disabilities Act of 1990, and each Contributor has obtained all licenses, 
certificates, approvals and permits required for the conduct thereof, (A) 
except where the failure to do so would not have, individually or in the 
aggregate, a Material Adverse Effect on the Contributor or any one or 
more Properties, or (B) except to the extent that non-compliance is a 
result of a change after the date hereof in the interpretation or 
enforcement of existing laws and regulations and such Contributor, before 
such change, reasonably believed that it was in compliance. To the 
Knowledge of the Contributor Parties, such licenses, certificates, 
approvals and permits are in full force and effect, such Contributor has 
not taken any action that would (or failed to take any action, the 
omission of which would) result in the revocation or invalidity of such 
licenses, certificates, approvals or permits and such Contributor has not 
received any written notice of violation from any federal, state or 
municipal entity or notice of an intention by any such government entity 
to modify or revoke any certificate, approval, license or permit issued 
by it to such Contributor that in each case has not been cured or 
otherwise resolved to the satisfaction of such government entity, except 
where such failure or such action would not have a Material Adverse 
Effect on such Contributor or any one or more Properties.

             (ii)  Except as set forth in Schedule 8.01(g), or in the 
Leases, the Permitted Encumbrances or any document or instrument of 
record, neither the Contributors, nor to the Knowledge of the Contributor 
Parties any previous owner of the Premises, has sold, transferred, 
conveyed, or entered into any agreement regarding transfer of air rights, 
excess floor area ratio, parking rights or other development rights 
relating to the Premises.  To the Knowledge of the Contributor Parties, 
no written notice has been received by any Contributor regarding pending 
or threatened eminent domain proceeding affecting the Properties or any 
part thereof or affecting the sidewalks or any streets or public ways in 
front of or adjoining the Properties.

             (iii)  Except as set forth in Schedule 8.01(g), each 
Contributor has complied in all material respects with all written work 
orders, requirements and demands of each and every insurance company 
insuring all or any part of the Premises.

             (iv)  Except as set forth in Schedule 8.01(g), there are no 
material unperformed obligations relative to the Properties outstanding 
pursuant to any written agreements with any governmental or quasi-
governmental body or authority, and there are no outstanding contracts or 
arrangements in the nature of maintenance or development bonds or any 
escrows or security deposits relating thereto; provided that the 
representation and warranty set forth in this paragraph is limited to 
agreements entered into by any of the Contributor Parties or, to the 
Knowledge of the Contributor Parties, by any other person .

        (h)  Environmental Matters. Except as disclosed on Schedule 
8.01(h), to the Knowledge of the Contributor Parties: (i) no 
Environmental Claim has been asserted against or with respect to any of 
the Properties; (ii) no underground storage tanks are now, or have been 
in the past, located in or under any of the Properties; (iii) no 
Hazardous Materials have been discharged, stored, treated or disposed of 
by the Contributors in, on or under any of the Properties in any 
quantities, concentrations or manner of use that violate any applicable 
Environmental Laws, would require remediation thereunder or (as to the 
Undeveloped Business Properties) would prohibit or materially adversely 
affect the development or financing of any of such Properties as 
office/industrial/flex/warehouse buildings of a type generally similar to 
the Business Rental Properties; and (iv) the Contributors have delivered 
to the Partnership or its representatives true and complete copies of all 
written environmental reports that are, to the knowledge of the 
Contributor Parties, in their possession with respect to any of the 
Properties.  

             The term "Hazardous Materials" shall mean any substance, 
material, waste, gas or particulate matter which is regulated by any 
local governmental authority, the State in which the subject Premises is 
located, or the United States Government, including, but not limited to, 
any material or substance which is:  (i) defined as a "hazardous waste", 
"hazardous material", "hazardous substance", "extremely hazardous waste", 
or "restricted hazardous waste" or words of similar import under any 
provision of any applicable Environmental Law; (ii) petroleum or 
petroleum products; (iii) asbestos; (iv) poly chlorinated biphenyl; (v) 
radioactive material; (vi) radon gas; (vii) designated as a "hazardous 
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 
Section1251 et seq. (33 U.S.C. Section1317); (vii) defined as a 
"hazardous waste" pursuant to Section 1004 of the Resource Conservation 
and Recovery Act, 42 U.S.C. Section6901 et seq. (42 U.S.C. Section6903); 
or (ix) defined as a "hazardous substance" pursuant to Section 101 of the 
Comprehensive Environmental Response, Compensation, and Liability Act, 42 
U.S.C. Section9601 et seq. (42 U.S.C. Section9601).  The term 
"Environmental Laws" shall mean all statutes specifically described in 
the foregoing sentence and all federal, state and local environmental 
health and safety statutes, ordinances, codes, rules, regulations, orders 
and decrees regulating, relating to or imposing liability or standards 
concerning or in connection with Hazardous Materials.  The term 
"Environmental Claim" shall mean any written administrative, regulatory 
or judicial action, suit, demand, demand letter, claim, lien, notice of 
non-compliance or violation, investigation or proceeding relating in any 
way to any applicable Environmental Law or any permit issued under any 
such applicable Environmental Law including, without limitation, (a) by 
governmental or regulatory authorities for enforcement, cleanup, removal, 
response, remedial or other actions or damages pursuant to any applicable 
Environmental Law, and (b) by any third party seeking damages, 
contribution, indemnification, cost recovery, compensation or injunctive 
relief resulting from Hazardous Materials or arising from alleged injury 
or threat of injury to health, safety or the environment as a result of 
the presence of Hazardous Materials.

        (i)  Utilities. To the Knowledge of the Contributor Parties, all 
water, sewer, gas, electric, telephone, and other public utilities and 
all storm water drainage required by law or necessary for the operation 
of the Properties: (A) either enter the Properties through open public 
streets adjoining the Properties, or, if they pass through adjoining 
private land, do so in accordance with valid public or private easements 
or rights of way which will inure to the benefit of the Partnership, (B) 
are installed, connected and operating, with all installation and 
connection charges paid in full, including, without limitation, 
connection and the permanent right to discharge sanitary waste into the 
collector system of the appropriate sewer authority, (C) are being 
utilized in compliance with all applicable governmental and environmental 
protection authorities' laws, rules, regulations and requirements, and 
(D) have been adequate and will continue to be adequate to service the 
Properties as presently improved and presently used.  To the Knowledge of 
the Contributor Parties, no moratorium or proceeding exists which 
threatens to impair continued furnishing of such services to the 
Properties at regular rates and fees. Water and sanitary sewer furnished 
to the Properties are public.

        (j)  Real Estate Taxes and Assessments.

             (i)  Except as set forth on Schedule 8.01(j) and except for 
prospective reassessments, and to the Knowledge of the Contributor 
Parties, there are no pending proceedings for the correction or reduction 
of the assessed valuation of the Properties for the current or prior tax 
years, and to the Contributors have not received written notice that any 
such proceedings are threatened.

             (ii)  Except as set forth on Schedule 8.01(j), and to the 
Knowledge of the Contributor Parties, no Contributor has received any 
written notice that any material special or general assessments (other 
than regular, annual real estate taxes) for public improvements in the 
nature of off-site improvements, or otherwise, that have been ordered to 
be made or are threatened against or affecting the Properties and would 
be binding upon any owner of the respective Properties after the 
respective Closing.

        (k)  Leases.

             (i)  Except for the Leases, no Contributor has entered into 
any contracts for the sale, leasing or occupancy of the Properties or any 
portion thereof that will survive for periods after the respective 
Closing.  There are no outstanding rights of first refusal or options 
granted by a Contributor to purchase all or any portion of the 
Properties.  The copies of the documents evidencing the Leases made 
available to the representatives of the Partnership and the Trust, as 
listed on Schedule 8.01(k)(i) (the "Rent Roll"), are true, correct and 
complete and include all amendments, supplements and side letters 
relating thereto.  There are no other material contracts or agreements, 
oral or written, between any of the Contributors or any of their 
Affiliates, on the one hand, and any of the tenants under the Leases, on 
the other hand, relating to the Properties or the provision of any 
services with respect to the Properties except as disclosed on 
Schedule 6.02.

             (ii)  Except for matters of record and subject to the right 
of governmental and law enforcement authorities to enter the Properties 
for lawful purposes, as of the Closing, no persons or entities, other 
than such Contributor and the tenants under the Leases and the permitted 
subtenants, licensees and invitees of the Contributors or such tenants, 
shall have any right to the possession, use or occupancy of the 
Properties or any portion thereof for any reason whatsoever.

             (iii)  The Rent Roll is true and correct in all material 
respects as of the date noted thereon and discloses all Leases.  The 
Leases include all leases, agreements to lease, subleases, tenancies, 
licenses and other rights of occupancy or use for all or any portion of 
the Properties pursuant to which such Contributor is landlord or 
licensor, all as amended, renewed and extended to the date of the Rent 
Roll, whether oral or written.  There has been no material adverse change 
in the information set forth in the Rent Roll between the effective date 
of the Rent Roll and the date hereof.  The Rent Roll accurately and 
completely sets forth the following as to each Lease:

                     (A)  a description (by rentable square feet) of the 
leased space thereunder;

                     (B)  the name of the current tenant of the space 
(the "Tenant") thereunder;

                     (C)  the expiration dates of the current term 
thereof; and

                     (D)  the basic and additional rents (which include 
all escalators, pass-throughs of taxes, expenses or other items, and all 
other sums payable by the Tenant to the lessor, including, without 
limitation, utility charges) during the original and any renewal terms 
thereof (collectively, "Rents").

             (iv)  To the Knowledge of the Contributor Parties, each 
Security Deposit has been and is held by Contributor or its agent in 
compliance with the respective Lease and applicable law.  There are no 
unfulfilled obligations as to Security Deposits to tenants under Leases 
which have expired or been terminated and there is no suit, action or 
other claim made, or, to the Knowledge of the Contributor Parties, 
pending or threatened with respect to any such Security Deposit.

             (v)  To the extent the Leases provide parking spaces on a 
reserved basis, the respective Business Rental Properties contain 
sufficient parking spaces to meet the required number of reserved spaces 
and reasonable demand for unreserved spaces.   

             (vi)  The following is true with respect to each Lease:

                     (A)  to the Knowledge of the Contributor Parties, 
the Lease is in full force and effect in accordance with its terms.  No 
lease has been modified, in writing or otherwise, except as shown on the 
Rent Roll or as set forth on the Tenant Estoppel Certificate for such 
Lease or on Schedule 8.01(k)(vi);

                     (B)  except as set forth on Schedule 8.01(k)(vi), 
all obligations of the lessor thereunder which accrue prior to or on the 
date of Closing shall have been performed and paid for in all material 
respects by such Contributor on or prior to Closing;

                     (C)  except as set forth in Schedule 8.01(k)(vi) and 
except for delinquencies in payment of rent of less than thirty (30) 
days, to the Knowledge of the Contributor Parties, there has been no 
material default or event which, with the giving of notice or the lapse 
of time, or both, would constitute a material default on the part of the 
tenant thereunder and, except as set forth in Schedule 8.01(k)(vi) the 
tenant has not asserted, and to the Knowledge of the Contributor Parties, 
has no defense to or offset or claim against its rent or the performance 
of its other obligations under the Lease;

                     (D)  except as set forth on Schedule 8.01(k)(vi), no 
tenant has prepaid any rent for more than one (l) month if the lease term 
has commenced and two (2) months if the lease term has not yet commenced;

                     (E)  to the Knowledge of the Contributor Parties, 
except as set forth on Schedule 8.01(k)(vi), neither the Contributors nor 
any prior owner of the Properties has released or discharged any 
guarantor, voluntarily or involuntarily or by operation of law, from any 
obligation with respect to the Lease that such guarantor has guaranteed;

                     (F)  at the time of Closing, no rents will have been 
assigned, pledged or encumbered by a Contributor except for liens to be 
discharged at Closing; 

                     (G)  the amounts being assigned by the Contributor 
to the Partnership and representing tenant escrow deposits for taxes, 
insurance and utilities and representing portions of rents under gross 
leases allocable to taxes, insurance and utilities, constitute all 
amounts required to be held by such Contributor under the relevant Leases 
for taxes, insurance and utilities; and

                     (H)  Schedule 8.01(k)(vi) accurately lists all 
Security Deposits or other deposits held under each of the Leases.

        (l)  Title to Personal Property.  The Personal Property being 
transferred at Closing is, or as of Closing will be, free and clear of 
any liens or security interests of any kind created by a Contributor or 
any Affiliate thereof.

        (m)  Financial Matters

             (i)  Each Contributor has paid or will pay in full, at the 
time of the Closing or promptly thereafter, all bills and invoices for 
labor, goods, materials and services of any kind and taxes and 
assessments due and payable relating to the Properties and utility 
charges for periods prior to the Initial Closing or the Second Closing 
(as appropriate), with respect to the respective Business Rental 
Properties conveyed at such Closing.  The responsibility for payment of 
such items with respect to the Undeveloped Business Properties shall be 
governed by Section 9.02(d).

             (ii)  Except as set forth on Schedule 8.01(m), all 
alterations, improvements or other work required to have been completed 
by such Contributor prior to the Initial Closing under any reciprocal 
easement agreements, Leases and other agreements to which it is a party, 
including, without limitation, all alterations, improvements and other 
work or allowances therefor required to prepare space for the initial 
occupancy of each tenant under a lease,  have heretofore been, or will at 
the Initial Closing be, completed and paid for in full.  All material 
unpaid tenant allowances and unfinished tenant improvements to be paid 
for or done by the lessor under the Leases are described in Schedule 
8.01(m).  Those obligations designated on Schedule 8.01(m) as 
"Liabilities of the Contributors to be Paid at Closing" shall not be 
assumed by the Partnership and shall remain an obligation of the 
Contributor.

             (iii)  All financial information and statements provided by 
the Contributors or their representatives to the Partnership or the Trust 
relating to the Properties are true, accurate and complete in all 
material respects.

        (n)  Insurance  To the Knowledge of the Contributor Parties, 
except as set forth on Schedule 8.01(n), no Contributor has received any 
written notice from any insurance company of any defect or inaccuracies 
in any of the Properties, or any parts thereof, which would adversely 
affect the insurability of any of the Properties, or would increase the 
cost of insurance beyond that which would ordinarily and customarily be 
charged for similar properties in the vicinity of such Properties. 

        (o)  Service Agreements

             (i)  The Contributors have delivered to the Partnership a 
current, complete and correct copy of each of the agreements (the 
"Service Agreements") described on Schedule 8.01(o).  To the Knowledge of 
the Contributor Parties, except as disclosed on Schedule 8.01(o): (i) 
there are no agreements with respect to the operation, management, 
development, leasing, maintenance or servicing of any of the Properties;  
(ii) as of Closing all amounts due under each Service Agreement will have 
been paid by the Contributors or pro-rated pursuant to Section 4.03; and 
(iii)  none of the Contributors has received any written notice from any 
party to any Service Agreement claiming the existence of any default or 
breach thereunder by a Contributor  which would have a Material Adverse 
Effect on such Contributor or the relevant Property and no event or 
omission has occurred which, with the giving of notice or the lapse of 
time or both would constitute such a default. 

        (p)  The Undeveloped Business Properties. In addition to the 
foregoing representations and warranties applicable generally to all the 
Properties (including, except where expressly otherwise provided, the 
Undeveloped Business Properties), the Contributors represent and warrant 
as follows with respect to the Undeveloped Business Properties:

             (i)  Vacant Land.  There are no leases, tenancies, licenses 
or other rights of occupancy or use created by the Contributors (or, to 
the Knowledge of Contributor Parties, created by others) for any portion 
of the Undeveloped Business Properties, and no management, service, 
equipment, supply, maintenance, employment or concession agreements with 
respect to or affecting the Undeveloped Business Properties, except for 
any such rights and agreements that are terminable without cause or 
penalty upon thirty (30) days' notice or less and except for the Service 
Agreements shown on Schedule 6.02 and the matters set forth on 
Schedule 6.01. 

             (ii)  No Violations.  To the Knowledge of the Contributor 
Parties, no written notice has been served on any Contributor by any 
governmental authority requiring or calling attention to the need for any 
work on or with respect to the Undeveloped Business Properties or any 
roads, highways, streets, avenues or alleys abutting the same. 

             (iii)  Certain Private Contractual Obligations.  Except as 
disclosed on Schedule 8.01(p)(iii), there are no private contractual 
obligations to which any Contributor is a party relating to the 
installation of or connection to any sanitary sewers, storm sewers or 
roads.

8.02    Representations and Warranties of the Partnership and the Trust.  
The Partnership and the Trust jointly and severally represent and warrant 
to the Contributors as follows:

        (a)  Organization; Authority.  The Partnership is a partnership 
duly formed and subsisting under the laws of the Commonwealth of 
Pennsylvania.  The Trust is a duly formed and validly subsisting real 
estate investment trust under the laws of the State of Maryland.  Each of 
the Trust and the Partnership has full power and authority to carry on 
its business as it is now being conducted.

        (b)  Due Authorization; Binding Agreement.  The execution, 
delivery and performance of all transactions, obligations and other 
agreements contemplated by this Agreement by the Partnership and the 
Trust have been duly and validly authorized by all necessary partnership 
and trust action, respectively.  This Agreement has been duly executed 
and delivered by the authorized representatives of the Partnership and 
the Trust and constitutes a legal, valid and binding obligation of each.

        (c)  Consents and Approvals.  Except as contemplated under the 
Contributors Rights Agreement, no consent, waiver, approval or 
authorization of, or filing, registration or qualification with, or 
notice to any governmental unit or any other person is required to be 
made, obtained or given by the Partnership or the Trust prior to or as a 
condition to the execution, delivery and performance of any of the 
transactions, obligations and other agreements contemplated by this 
Agreement, except as shall have been obtained by Closing.

        (d)  No Violation.  None of the execution, delivery or 
performance of  any of the transactions, obligations and other agreements 
contemplated by this Agreement by the Partnership or the Trust will, with 
or without the giving of notice, lapse of time or both, (i) violate, 
conflict with or constitute a default under any term or condition of the 
organizational documents of the Partnership or the Trust or any material 
provision of any contract or indenture or (ii) any terms or provisions of 
any judgment, decree, order, statute, injunction, ruling, or regulation 
of any governmental unit applicable to the Partnership or the Trust.

        (e)  Securities Filings.  Each of the Trust and the Partnership 
has filed all required documents with the SEC since January 1, 1997 
including, without limitation, the Annual Report on Form 10-K for the 
year ended December 31, 1996 of the Trust and the Partnership 
(collectively, the "LPT SEC Documents").  As of their respective dates, 
the  LPT SEC Documents complied in all material respects with the 
requirements of the Securities Act or the Exchange Act, as the case may 
be, and, at the respective times they were filed, none of the LPT SEC 
Documents contained any untrue statement of a material fact or omitted to 
state a material fact required to be stated therein or necessary to make 
the statements therein, in light of the circumstances under which they 
were made, not misleading.  The consolidated financial statements 
(including, in each case, any notes thereto) of the Trust and the 
Partnership included in the LPT SEC Documents complied as to form in all 
material respects with applicable accounting requirements and the 
published rules and regulations of the SEC with respect thereto, were 
prepared in accordance with generally accepted accounting principles 
(except, in the case of the unaudited statements, as permitted by Form 
10-Q of the SEC) applied on a consistent basis during the periods 
involved (except as may be indicated therein or in the notes thereto) and 
fairly presented in all material respects the consolidated financial 
position of the Trust and the Partnership as at the respective dates 
thereof and the consolidated results of their operations and their 
consolidated cash flows for the periods then ended (subject, in the case 
of unaudited statements, to normal year-end audit adjustments and to any 
other adjustments described therein).  Except as disclosed in the LPT SEC 
Documents or as required by generally accepted accounting principles, 
neither the Trust nor the Partnership has, since January 1, 1996, made 
any change in the accounting practices or policies applied in the 
preparation of financial statements.

        (f)  Absence of Certain Changes or Events.  Except as disclosed 
in LPT SEC Documents filed with the SEC prior to the date of this 
Agreement, since January 1, 1996, neither the Trust nor the Partnership 
has sustained any loss or interference with its business or properties 
from fire, flood, windstorm, accident or other calamity (whether or not 
covered by the insurance) that has had a Material Adverse Effect on the 
Trust or the Partnership, and there has been no event causing a Material 
Adverse Effect on the Trust or the Partnership, excluding any changes and 
effects resulting from changes in economic, regulatory or political 
conditions or changes in conditions generally applicable to the industry 
in which the Trust or the Partnership is involved.

        (g)  No Intent to Refinance or Prepay the Replacement Financing.  
As of the date of Initial Closing, neither the Partnership nor the Trust 
plans to refinance the Replacement Financing or to repay the same any 
faster than required by the terms and conditions thereof.

8.03    No Other Warranties.  The Partnership and the Trust hereby 
acknowledge that, except as expressly set forth herein, the Contributor 
Parties have made no representations with respect to the Properties or 
any matter relating thereto in any manner whatsoever, and that the 
Partnership is purchasing the Properties on an "as-is" basis without 
relying on any representations other than those expressly made herein.



ARTICLE IX
ADDITIONAL AGREEMENTS

9.01    Operation of the Properties Pending the Closing.  Between the 
date hereof and the Closing Date: 

        (a)  Condition of Business Rental Properties.  Each Contributor 
shall maintain its  Business Rental Properties in substantially the same 
condition as exists on the date hereof, ordinary wear and tear excepted.  
The Contributors will not in any manner materially alter the condition of 
the Business Rental Properties, such as, without limitation, the removal 
therefrom of soil or other ground conditions or the making of any changes 
or alterations to the buildings and improvements thereon.

        (b)  Contracts; Leases.  No Contributor shall enter into any 
contract for services provided to or for the benefit of  the Business 
Rental Properties which shall not terminate by its terms on or before the 
Closing Date or which cannot be terminated at the Closing without cost, 
penalty or premium, and shall not enter into any lease for any portion of 
the Business Rental Properties without first obtaining the Partnership's 
prior written consent, as described in Section 6.01. 

        (c)  Mechanic's Liens.  All payments required to be made to 
contractors, subcontractors, mechanics, materialmen and all other persons 
in connection with work done or services performed prior to Closing with 
respect to the Business Rental Properties shall be made by the 
Contributors as and when due, but in any event at or prior to the 
Closing.

        (d)  Notices.  Each Contributor shall promptly deliver to the 
Partnership and the Trust a copy of (i) any tax bill, notice or 
assessment, or written notice of change in a tax rate or assessment 
affecting its Business Rental Properties, (ii) any written notice or 
claim of violation of any Applicable Law, (iii) any written notice of any 
taking or condemnation affecting or relating to its Business Rental 
Properties, (iv) any written notice instituting or asserting any material 
claim, action, investigation or proceeding affecting the Business Rental 
Properties, and (v) any other written notice materially affecting or 
relating to its Business Rental Properties, but in each case only to the 
extent received by such Contributor.  The Contributors shall also 
promptly deliver to the Partnership and the Trust written notice of any 
material casualty affecting the Business Rental Properties.

        (e)  Responsibility for Assessments.  If, at or prior to the 
Closing, the Business Rental Properties or any part thereof shall be or 
shall have been affected by an assessment or assessments which are or may 
become payable in installments, then the installments shall be prorated 
and the Contributors shall pay at Closing the portion of the installments 
which are attributable to periods prior to Closing, and the Partnership 
shall be responsible to pay the portion of the assessment(s) attributable 
to periods from and after Closing. 

        (f)  Investigation.  Subject to the rights of Tenants, each 
Contributor Party shall afford the Partnership and its representatives 
full access to its Business Rental Properties, to all files, records and 
other information relevant to its Business Rental Properties as they 
shall reasonably request, and the Partnership shall have the right to 
perform such tests and studies (including without limitation 
topographical studies, soils tests and engineering, environmental and 
other tests), prepare such plans and surveys and make such applications, 
inquiries and searches of governmental records as they shall deem 
necessary or appropriate in connection with their evaluation of the 
Business Rental Properties, and the Contributor Parties shall cooperate 
fully with such investigation of the Business Rental Properties, at no 
cost to the Contributor Parties.  With respect to material damage to the 
Business Rental Properties caused by the Partnership, the Trust or their 
representatives during any such investigation, the Partnership and the 
Trust shall restore such damaged areas to substantially the same 
condition existing prior to such investigation.

        (g)  Compliance with Obligations.  The Contributors shall comply 
in all material respects with all of their obligations under the Leases, 
the Service Agreements and any other material agreements and contractual 
arrangements by which the Business Rental Properties are bound or 
affected.

        (h)  Actions.  The Contributor Parties will not wilfully take any 
action which would render materially untrue any of the representations or 
warranties of the Contributor Parties herein contained, and not omit to 
take any action, the omission of which would render materially untrue any 
such representation or warranty, but this provision shall automatically 
expire at Closing.

9.02    Operations Relating to the Undeveloped Business Properties 
Pending the Land Closings.  Between the date hereof and the dates of the 
respective Land Closings:

        (a)  Condition of Undeveloped Business Properties.  The 
Contributors shall not materially alter the condition of the Undeveloped 
Business Properties, such as, without limitation, the removal therefrom 
of soil or change of grade or other ground conditions.  Furthermore, the 
Contributors shall have no obligation to make any improvements to any of 
the Undeveloped Business Properties.  

        (b)  Contracts; Leases.  The Contributors shall not enter into 
any contract affecting the Undeveloped Business Properties which shall 
not terminate by its terms on or before a respective Land Closing or 
which cannot be terminated at such Closing without any cost, penalty or 
premium that is not paid by a Contributor, and shall not enter into any 
lease for any portion of the Undeveloped Business Properties. 

        (c)  Notices.  Each Contributor shall promptly after receipt 
thereof deliver to the Partnership and the Trust a copy of (i) any tax 
bill, notice or assessment, or written notice of change in a tax rate or 
assessment affecting its Undeveloped Business Properties, (ii) any 
written notice or claim of violation of any Applicable Law, (iii) any 
written notice of any taking or condemnation affecting or relating to its 
Undeveloped Business Properties, (iv) any written notice instituting or 
asserting any material claim, action, investigation or proceeding 
affecting the Undeveloped Business Properties, or (v) any other written 
notice materially affecting or relating to its Undeveloped Business 
Properties, but in each case only to the extent received by such 
Contributor. The Contributors shall also promptly deliver to the 
Partnership and the Trust written notice of any material casualty 
affecting the Undeveloped Business Properties.

        (d)  Responsibility for Taxes, Assessments and Maintenance Costs.  
Except as set forth below with respect to real estate taxes, the 
Partnership shall bear all special and general assessments, maintenance 
costs (including lawn mowing and landscaping), insurance premiums, 
assessments and contributions under recorded instruments, association 
dues and all other ordinary and necessary costs of owning and operating 
the Undeveloped Business Properties incurred for periods after the 
Initial Closing, and Land Seller shall pay when due all such costs for 
periods prior to the Initial Closing.  Land Seller shall pay when due 
real estate taxes with respect to the Undeveloped Business Properties for 
all periods prior to the date (the "Cut-Off Date") which is 18 months 
after the Initial Closing Date or, with respect to any Undeveloped 
Business Property conveyed to the Partnership or its Designee hereunder 
prior to the Cut-Off Date, the date of the respective Land Closing with 
respect thereto.  The Partnership shall pay when due all other real 
estate taxes imposed for periods after the Initial Closing Date with 
respect to the Undeveloped Business Properties.  In implementation of the 
foregoing provisions as applicable to Undeveloped Business Properties 
that have not been conveyed to the Partnership prior to the Cut-Off Date: 
(i) on or after the Cut-Off Date, the Contributors shall forward from 
time to time to the Partnership invoices, supported with copies of tax 
bills, for that portion of the real estate tax obligation for such 
Undeveloped Business Properties that relates to periods after the Cut-Off 
Date, and the Partnership shall pay such invoice promptly after receipt 
thereof; and (ii) the Partnership and the respective Contributor shall 
direct that all real estate tax bills for tax years after the Cut-Off 
Date be addressed directly to the Partnership, and such invoices shall be 
paid directly by the Partnership.  The Partnership shall provide to the 
Contributors, promptly after payment, copies of receipts evidencing the 
payment of such tax bills.  To the extent that provisions of this 
paragraph are inconsistent with the proration provisions of Section 4.03, 
the provisions hereof shall govern the prorations of costs at the Land 
Closings.

        (e)  Cooperation.  At the request of the Partnership or the 
Trust, from the date of this Agreement until the earlier to occur of the 
tenth anniversary of the Initial Closing Date or the date on which the 
Land Purchase Price has been paid in full, the Contributors shall 
cooperate with and assist the Partnership and the Trust, at the sole cost 
and expense of the Partnership and the Trust, in obtaining any permits or 
other approvals required for their intended subdivision, resale or 
development of the Undeveloped Business Properties but in all events in a 
manner reasonably consistent with the then existing development of the 
business parks in which the relevant Undeveloped Business Properties are 
located, and in granting such easements and rights-of-ways as may be 
necessary or appropriate in order to provide the Undeveloped Business 
Properties with access to utilities, storm and sanitary sewage, roadways 
and other services reasonably necessary or appropriate to the development 
of the Undeveloped Properties in a manner reasonably consistent with the 
development of the Undeveloped Business Properties as 
office/industrial/flex/warehouse buildings of a type generally similar to 
the Business Rental Properties but in all events in a manner reasonably 
consistent with the then existing development of the business parks in 
which the relevant Undeveloped Business Properties are located.  The 
Contributors consent to the Partnership's and the Trust's procurement of 
such permits or other approvals with respect to the Undeveloped Business 
Properties prior to the Land Closings provided that no such permit shall 
be binding upon such Property until the respective Land Closing, and 
further consent to the Partnership's and the Trust's granting of such 
easements and rights-of-way as aforesaid and agree to execute, 
acknowledge and deliver (at no cost to the Contributors) instruments in 
customary form creating or confirming the grant of such easements and 
rights-of-way.

        (f) Investigation.  The Contributors shall afford the 
Partnership, the Trust and their representatives full access to the 
Undeveloped Business Properties, to all files, records and other 
information relevant to the Undeveloped Business Properties as they shall 
reasonably request, and the Partnership and the Trust shall have the 
right to perform such tests and studies (including without limitation 
topographical studies, soils tests and engineering, environmental and 
other tests), prepare such plans and surveys and make such applications, 
inquiries and searches of governmental records as they shall deem 
necessary or appropriate in connection with their evaluation of the 
Undeveloped Business Properties, and the Contributors shall cooperate 
fully with such investigation of the Undeveloped Business Properties, at 
no cost to the Contributors.  With respect to material damage to the 
Undeveloped Business Properties caused by the Partnership, the Trust or 
their representatives during any such investigation, the Partnership and 
the Trust shall restore such damaged areas to substantially the same 
condition existing prior to such investigations.

        (g)  Signs.  Without the prior written consent of the Contributor 
Parent (which shall not be unnecessarily withheld), the Partnership shall 
not place any signs upon any Undeveloped Business Property prior to the 
purchase of such Property by the Partnership or its Designee.

9.03    Public Announcements.  The Partnership and the Trust on the one 
hand, and the Contributors on the other hand, will consult with each 
other before issuing any press release or otherwise making any public 
statement with respect to this Agreement or the transactions contemplated 
hereby, and no party shall issue any press release or make any such 
public announcement prior to such consultation, except as may be required 
by law, the Securities and Exchange Commission or by the securities 
exchange on which the Shares are then traded.

9.04    Woodland Building G; 3875 Faber Place.  If at the time of the 
Initial Closing either: (a) the respective Contributor has not reimbursed 
Metro Fiber Systems of Florida, Inc. ("Woodland Tenant") for work being 
performed by the Woodland Tenant on the Property identified as Woodland 
Building G, or (b) the respective Contributor has not paid all Tenant 
Costs incurred in connection with the lease executed on or about the date 
of this Agreement with a Tenant (the "Faber Tenant") with respect to 
space in the Property identified as 3875 Faber Place, then in either or 
both of such events the Partnership and the Trust shall nevertheless be 
required to complete Closing (assuming all other conditions to Closing 
are satisfied). In such event:  (a)  the Contributors shall remain liable 
after Closing to pay all Tenant Costs with respect to the Woodland Tenant 
and the Faber Tenant, and (b) one or more of the Contributors shall 
deposit with the Title Company at the Initial Closing the sum of 
$522,408.50 (with respect to the Woodland Tenant) and/or $200,000 (with 
respect to the Faber Tenant), to be held pursuant to a mutually 
acceptable Escrow Agreement providing for periodic disbursements, in 
order to secure the compliance by the Contributors with their obligations 
under this Section.  In addition, one or more of the Contributors shall 
deposit with the Title Company at the Initial Closing the sum of $50,000 
(the "Deposit"), to be held pursuant to a mutually acceptable Escrow 
Agreement providing that if a letter of intent with a prospective tenant 
for Suite 200, 4055 Faber Place shall be entered into within six months 
after the Initial Closing and within seven months after the Initial 
Closing the Partnership shall have entered into a lease pursuant thereto, 
and if such lease is on market terms for a term of at least one year, 
then (a) if said lease provides for an average annual gross rent equal to 
not less than $50,000, then the entire Deposit shall be distributed to 
such Contributor, and (b) if said lease provides for an average annual 
gross rent of less than $50,000, then an amount equal to the difference 
between such average annual gross rent and $50,000 shall be distributed 
to the Partnership and the balance of the Deposit shall be distributed to 
such Contributor.  If the aforesaid letter of intent and lease shall not 
have been entered into within the time periods specified above, then the 
Deposit shall be distributed to the Partnership.  

9.05    Financial Information SEC Filings;  

        (a) Contributor Parent and the Contributors shall promptly, at 
the request of the Partnership and at the expense of the Partnership, 
make available to the Partnership the historical financial information in 
their possession regarding the operation of the Business Rental 
Properties to the extent the Partnership needs such information to 
prepare stand-alone financial statements for such operations in 
accordance with generally accepted accounting principles, as of the end 
of fiscal year 1996.  Contributor Parent and the Contributors agree to 
cooperate with the Partnership and any auditor engaged by the Partnership 
to audit such financial statements.  

        (b)  Promptly after filing them with the SEC, the Trust and the 
Partnership will provide copies to the Contributor Parent of all of the 
LPT SEC Documents filed after the date hereof.

9.06    Post-Closing Covenants of the Partnership and the Trust.  

        (a)  No Sale of Contributed Business Rental Properties.  The 
Partnership shall not dispose of any of the Contributed Business Rental 
Properties (except for the Woodfield Spec One Building referred to in 
Section 2.01) in a transaction that is taxable, in whole or in part, for 
federal income tax purposes at any time on or before the fifth 
anniversary of the date of the Initial Closing.

        (b)  No Distribution of Contributed Business Rental Properties.  
The Partnership shall not distribute any of the Contributed Business 
Rental Properties to any partner of the Partnership at any time on or 
before the fifth anniversary of the date of the Initial Closing (or, in 
the case of any Contributed Business Rental Property contributed to the 
Partnership at a later Closing, the fifth anniversary of such Closing).

        (c)  No In-Kind Distribution to Contributors.  The Partnership 
shall not distribute any property (other than cash) to any Contributor 
that is a partner of the Partnership at any time on or before the fifth 
anniversary of the date of the Initial Closing (or, if any Contributed 
Business Rental Property is contributed to the Partnership at a later 
Closing, the fifth anniversary of such Closing), without the prior 
written consent of such Contributor, which consent may be withheld for 
any reason or for no reason.  

        (d)  No Prepayment of Replacement Financing.  On or before the 
second anniversary of the date of the Initial Closing, the Partnership 
shall not refinance or repay the Replacement Financing and shall not make 
any voluntary prepayment of principal or interest thereon.

        (e)  Right to Guarantee Other Partnership Debt.  The Partnership 
grants the Contributors of the Contributed Business Rental Properties the 
right, but not the obligation, to guarantee Partnership indebtedness in 
an amount not to exceed $36,643,750, which is sufficient to permit the 
Contributors to avoid a constructive cash distribution to any of them 
under Section 752 of the Code pursuant to a guaranty agreement in form 
acceptable to the Contributors.  Each such Contributor shall have such 
rights during the period of time that such Contributor is a partner in 
the Partnership.  No Contributor shall have a right of contribution 
against any other partner of the Partnership to recoup any portion of a 
lender's recovery under such guaranty agreement.  The Partnership agrees 
to cooperate with any Contributor desiring to guarantee partnership 
indebtedness pursuant hereto and shall use its reasonable efforts to 
ensure that the lender under any such indebtedness will accept each such 
guaranty agreement.  

        (f)  Traditional Allocation Method.  With respect to the 
Contributed Business Rental Properties, the Partnership shall use the 
traditional method of making Section 704(c) allocations, in accordance 
with Treasury Regulation Section 1.704-3(b).




ARTICLE X
NOTICES

10.01    Addresses.  All notices, demands, requests or other 
communications required or permitted under the terms of this Agreement 
shall be in writing and, unless and until otherwise specified in a 
written notice by any party addressed to and delivered in the manner set 
forth in this Section 10.01, shall be sent to the parties at the 
following addresses:

if intended for any of the Contributor Parties:

The Liberty Corporation
2000 Wade Hampton Boulevard
Greenville, SC  29615
Attention:  Martha G. Williams, Esquire
Fax:  864-609-3176

with a copy delivered in the
manner provided to:

F. Louise Adams, Esquire
Sutherland, Asbill & Brennan, L.L.P.
999 Peachtree Street, N.E.
Atlanta, GA 30309-3996
Fax:  404-853-8806

if intended for the Trust or
the Partnership:

Liberty Property Trust
65 Valley Stream Parkway
Suite 100
Malvern, PA 19355
Attention:  Joseph P. Denny, President
Fax:  (610) 644-4129

with a copy sent in the
manner provided to:

Herman C. Fala, Esquire
Wolf, Block, Schorr and Solis-Cohen
S.E. Corner 15th and Chestnut Sts.
Philadelphia, PA  19102
Fax:  (215) 977-2346

10.02    Manner of Sending Notices.  Each such notice, demand, request or 
other communication shall be deemed to have been properly served for all 
purposes if:  (a) hand delivered against a written receipt of delivery; 
(b) mailed by registered, certified or express mail of the United States 
Postal Service, return receipt requested, postage prepaid; (c) delivered 
to a nationally recognized overnight courier service for next business 
day delivery, to its addressee at the address set forth above in this 
Section; or (d) delivered via telecopier or facsimile transmission to the 
facsimile number listed in this Section, provided, however, that if such 
communication is given via telecopier or facsimile transmission, an 
original counterpart of such communication shall be sent no later than 
the next business day in the manner specified in clause (a), (b) or (c) 
of this Section 10.02. Each such notice, demand, request or other 
communication shall be deemed to have been received by its addressee upon 
the earlier of: (i) actual receipt (which, in the case of facsimile 
transmission, may be evidenced by voice or electronic confirmation) or 
refusal by the addressee or others in the addressee's organization; or 
(ii) one (1) business day after delivery to the courier if sent pursuant 
to clause (c) above.




ARTICLE XI
CASUALTY AND CONDEMNATION

11.01    Insurance.  Each Contributor shall maintain in full force and 
effect until the Closing Date the fire and extended coverage insurance 
policies now in effect on the Properties of such Contributor.

11.02    Casualty; Risk of Loss.  In the event that any building on a 
Property shall have been materially damaged by fire or other casualty 
prior to the conveyance of such Property hereunder, the Contributors 
shall promptly notify the Partnership.  If either (a) the terms of the 
lease or leases of any tenant or tenants whose base rents represent  in 
the aggregate more than twenty percent (20%) of the base rent for such 
Property would permit such tenant or tenants to terminate their leases, 
or (b) the cost of restoration exceeds twenty percent (20%) of the value 
of such Property, the Trust and the Partnership shall have the right to 
provide written notice (the "Termination Notice") to the Contributor 
Parent that the Partnership desires to terminate this Agreement as to 
such Property.  If the Partnership does not send a Termination Notice, 
the Contributor shall, unless it elects to restore pursuant to the next 
sentence, prior to Closing, clear the site of debris and pay to the 
Partnership at settlement the amount of all insurance proceeds received 
by the Contributors (reduced by the costs of clearing the site and 
recovering the insurance proceeds) plus the deductible amount under the 
relevant insurance policy, and shall assign to the Partnership at Closing 
the Contributor's entire interest in and right to receive all insurance 
proceeds payable in connection with such casualty, without any reduction 
in the Purchase Price by reason of such assignment.  If the Partnership 
sends a Termination Notice as aforesaid, the Contributor Parent shall 
have the right to nullify such termination, by providing written notice 
to the Partnership, within ten business days after the Contributor 
Parent's receipt of the Termination Notice (but in any event prior to the 
scheduled date for Closing), stating that the Contributors desire to 
contribute such Property and agree, within a period of 120 days after the 
date scheduled for Closing of such Property, to complete the restoration 
of the Property substantially to its condition prior to the casualty and 
to obtain the written confirmation of all tenants of such Property that 
their leases shall remain in full force and effect notwithstanding the 
casualty and restoration.  Thereupon, the closing of the conveyance of 
such Property shall be deferred until the completion of such restoration 
and the obtaining of such tenant confirmations, the completion and 
receipt of which within the 120-day period as aforesaid shall be a 
condition to the Partnership's obligation to consummate the purchase of 
Property.  In such event, a portion of the Contribution Consideration 
allocated to such Property pursuant to Section 2.05 shall be deferred and 
shall be paid at the Extended Closing.  If the Partnership issues a 
Termination Notice and the Contributor Parent does not elect to nullify 
such notice, or if the Partnership thereafter terminates this Agreement 
for failure of the Contributors to timely complete the restoration work 
and obtain the tenant confirmations as aforesaid, this Agreement shall be 
null and void as to the Property to affected and as to the portion of the 
Contribution Consideration allocable thereto.  Each Contributor will 
certify to the Trust and the Partnership at the respective Closing that 
to its knowledge, no material damage by fire or other casualty has 
occurred, or, if such has occurred, will describe in writing the nature 
and extent of such damage and whether such damage has been restored.

11.03    Condemnation.

        (a)  If any of the Business Rental Properties or any material 
part thereof shall be taken by the exercise of the power of eminent 
domain after the date hereof and prior to the conveyance of such Property 
hereunder, this Agreement may be terminated by the Trust and the 
Partnership as to such Property by written notice to the applicable 
Contributors.  In the event of such termination, none of the Trust, the 
Partnership or such Contributor shall have any further rights or 
obligations under this Agreement and as to such Properties, but as to all 
other parties and as to any other Properties this Agreement shall remain 
in full force and effect and there shall be an equitable reduction in the 
Contribution Consideration.  If this Agreement as to such Properties is 
not so terminated, then this Agreement as to such Properties shall 
continue in full force and effect and there shall be no  change in the 
Purchase Price, and thereafter the Partnership shall have the sole 
authority to negotiate and settle all claims, disputes and awards with 
respect thereto.  As of Closing, each Contributor shall cause all of such 
Contributor's rights and claims to any awards arising therefrom as well 
as the amount of any money theretofore received by such Contributor on 
account thereof, net of any expenses incurred by such Contributor, 
including, without limit thereto, reasonable counsel fees, in collecting 
the award and costs of restoration paid or incurred, to be part of the 
assets of such Contributor contributed to the Partnership.  As of 
Closing, each Contributor shall transfer to the Partnership all of such 
Contributor's  rights and claims (less reasonable repair and restoration 
costs theretofore paid or incurred by such Contributor) to any awards 
arising therefrom as well as the amount of any money theretofore received 
by such Contributor on account thereof, net of any expenses incurred by 
such Contributor, including, without limit thereto, reasonable counsel 
fees, in collecting the award.  With respect to any such taking after the 
date of this Agreement, the affected Contributor shall furnish to the 
Partnership a copy of the declaration of taking promptly after 
Contributor's receipt thereof.  

        (b)  If any of the Undeveloped Business Properties or any portion 
thereof shall be taken by the exercise of the power of eminent domain 
after the date hereof: (i) such event shall not affect or impair the 
rights and obligations of the parties hereunder, except that the 
Contributors shall be excused from conveying that portion of the 
Properties so taken; (ii) the Partnership or its Designee shall have the 
sole authority to negotiate and settle all claims, disputes and awards 
with the condemning authority and to retain all awards resulting from 
such condemnation; and (iii) there shall be no change in the Land 
Purchase Price.

        (c)  Each Contributor will certify to the Trust and the 
Partnership at Closing that no such taking has occurred, or, if such has 
occurred will describe in writing the nature and extent of such taking.  




ARTICLE XII
MISCELLANEOUS

12.01    Brokers.  The Trust and the Partnership jointly and severally 
represent and warrant to the Contributors that they have dealt with no 
broker or other intermediary in connection with the transactions 
contemplated by this Agreement, with the exception of  CB Commercial, 
whose fees shall be paid by the Partnership.  The Contributors jointly 
and severally represent and warrant to the Partnership and the Trust that 
they have dealt with no broker or other intermediary in connection with 
the transactions contemplated by this Agreement, with the exception of CB 
Commercial.  In the event that any broker or other intermediary claims to 
have dealt with any of the Contributors or with the Trust or the 
Partnership in connection with the transactions contemplated by this 
Agreement, to have introduced the Properties to the Trust or the 
Partnership for contribution or sale, or to have been the inducing cause 
of the contribution or sale, each of the Contributors and the Trust and 
the Partnership shall indemnify, defend and save the others harmless from 
and against any claim for commission or compensation by such broker or 
other intermediary, as well as all costs and liabilities incurred by the 
others by reason thereof, if its representation or warranty above is 
false.

12.02    Successors and Assigns.  This Agreement shall bind and inure to 
the benefit of the parties hereto and their respective heirs, executors, 
personal representatives, successors and assigns.  Except to the extent 
this Agreement permits the Partnership to designate a Designee to receive 
title to the Undeveloped Business Properties, this Agreement and the 
rights arising hereunder may not be assigned by any party without the 
consent of the other parties hereto (provided that the Contributor Parent 
shall have the authority to consent or withhold consent on behalf of all 
of the Contributors as attorney-in-fact). 

12.03    Captions or Headings; Cross-References.  The captions or 
headings of the Sections of this Agreement are for convenience only, and 
shall not control or affect the meaning or construction of any of the 
terms or provisions of this Agreement. References in this Agreement to 
Sections and paragraphs are references to Sections and paragraphs of this 
Agreement, unless expressly stated to the contrary.  References in this 
Agreement to Exhibits and Schedules are, unless expressly stated to the 
contrary, references to Exhibits and Schedules to this Agreement, each of 
which is part of this Agreement.

12.04    Amendments.  No change, alteration, amendment, modification or 
waiver of any of the terms or provisions of this Agreement shall be 
valid, unless in writing and signed by the parties to this Agreement who 
are or will be affected thereby.

12.05    Applicable Law.  This Agreement shall be governed and construed 
according to the laws of the jurisdiction in which the Properties are 
located as to the contribution or purchase of such Properties and by the 
laws of the Commonwealth of Pennsylvania as to all other matters arising 
hereunder.

12.06    Survival of Representations and Warranties.  Except where it is 
expressly provided that a representation or warranty shall not survive 
Closing, all representations and warranties contained in this Agreement 
shall survive Closing or a respective Land Closing for a period one (1) 
year, and shall expire after such period except with respect to claims 
asserted in writing, with reasonable specificity as to the facts giving 
rise to such claim, prior to the end of such period.  Furthermore, in no 
event shall there be any liability for any breach of any representation 
or warranty even if a claim therefor has been submitted within such 
one-year period, unless either:  (a) the basis of such claim has been 
resolved to the mutual satisfaction of the relevant parties hereto or (b) 
legal action with respect thereto has been commenced, in either case 
within two (2) years after the relevant Closing or Land Closing. 

12.07    Indemnification.

        (a)  To the extent and in the manner provided in this Section 
12.07, the Contributor Parties hereby jointly and severally agree to 
indemnify and hold harmless the Trust, the Partnership, each Affiliate of 
the Trust or of the Partnership and their respective heirs, successors, 
employees, officers, agents, trustees, directors, personal 
representatives and assigns (each, a "Trust Indemnified Party" and 
collectively, the "Trust Indemnified Parties") from, against and in 
respect of all demands, claims, actions or causes of action, assessments, 
taxes, losses, fines, penalties, damages, liabilities, costs and expenses 
(including, without limitation, reasonable attorneys' fees and expenses, 
costs of litigation and reasonable fees and expenses of accountants) and 
charges (collectively, "Losses") sustained or incurred:

             (i)  as a result of or arising out of any inaccuracy in or 
breach of any representation, warranty or covenant of any of the 
Contributor Parties in this Agreement, any assignment or other agreement 
transferring assets or property (or interests therein), or in any other 
agreement or certificate executed in connection with this Agreement or 
with respect to the assignment, conveyance, contribution or transfer of 
the Properties (or interest therein), assets, agreements, rights or other 
instruments conveyed, assigned, contributed or otherwise transferred to 
the Trust, the Partnership or any subsidiary of the Trust or the 
Partnership; or

             (ii)  accruing and arising on or prior to the Closing Date 
(or arising after the Closing Date but pertaining to the period on or 
prior to the Closing Date) under the Leases, Service Agreements, and any 
and all contracts as to which any of the Contributors is a party or by 
which any of them is bound with respect to the Properties;

        (b)  To the extent and in the manner provided in this Section 
12.07, the Partnership and the Trust jointly and severally agree to and 
shall indemnify and hold harmless the Contributor Parties and their 
Affiliates and their respective heirs, successors, employees, officers, 
agents, trustees, directors, personal representatives and assigns from, 
against and in respect of any and all Losses sustained or incurred: 

             (i)  as a result of or arising out of any inaccuracy in or 
breach of any representation, warranty or covenant of any of the Trust, 
Partnership, subsidiary of the Trust or of the Partnership in this 
Agreement, any assignment or other agreement transferring assets or 
property (or interests) therein, or in any other agreement or certificate 
executed in connection with this Agreement or with respect to the 
assignment, conveyance, contribution or transfer of the Properties (or 
interest therein), assets, agreements, rights or other instruments 
conveyed, assigned, contributed or otherwise transferred to the Trust, 
the Partnership or any subsidiary of the Trust or the Partnership; or

             (ii)  accruing and arising after the Closing Date (other 
than those arising after the Closing Date and pertaining to the period 
prior to the Closing Date) under the Leases, Service Agreements, and any 
and all contracts assumed by the Partnership hereunder. 

        (c)  If a claim arises as to which a party hereto is entitled to 
indemnification hereunder (an "Indemnitee"), such Indemnitee shall give 
prompt notice of such claim to the party obligated to indemnify the 
Indemnitee (an "Indemnitor") specifying the details of such claim of Loss 
(as to which notice to the Partnership shall be considered sufficient 
notice as to all Indemnitors who are obligated to indemnify the 
Indemnitees together with the Partnership, and as to which notice to the 
Contributor Parent shall be considered sufficient notice as to all 
Indemnitors who are obligated to indemnify the Indemnitee together with 
the Contributor Parent, provided, however, that the failure to provide 
notice as aforesaid shall not relieve an Indemnitor from its 
indemnification obligations hereunder unless, and only to the extent, 
that such failure materially prejudices the Indemnitor's defense with 
regard to such claim).

        (d)  If notice of a claim for indemnification under Section 
12.07(c)  is asserted under this Section 12.07, the Indemnitor shall have 
the right, at its own expense, to assume the defense of any claim, action 
or proceeding ("Claim") asserted which resulted in the claim for 
indemnification, and if such right is exercised, the Indemnitee shall 
cooperate in the defense of such Claim, including, without limitation, 
assigning any rights the Indemnitee may have against third parties with 
regard to such Claim.  Indemnification of the parties entitled to 
indemnification hereunder pursuant to this Section 12.07 shall be the 
exclusive remedy of such parties for any breach of any representation, 
obligation, warranty or covenant of any Indemnitor and the liability of 
all such parties shall be limited as expressly provided in this Section 
12.07.

        (e)  The joint and several obligations of the Contributor Parties 
as Indemnitors and the joint and several obligations of the Trust and the 
Partnership as Indemnitors, respectively, are further subject to the 
following limitations; provided, however, that the obligations of the 
Partnership and the Trust under Section 3.03 of this Agreement or to the 
obligations and any liability of the parties under or in connection with 
the Contributors Rights Agreement, and no payments required pursuant to 
Section 3.03 of this Agreement or pursuant to or in connection with the 
Contributors Rights Agreement shall be counted for purposes of the 
following limitations:

             (i)  There shall be no obligation unless and until the 
aggregate amount of all Losses suffered by the party or parties to be 
indemnified exceeds $1,000,000 and then only for Losses in excess of such 
amount.

             (ii)  In no event shall the Contributor Parties 
(collectively) or the Partnership and the Trust (collectively) be liable 
for indemnification payments in an aggregate amount exceeding $4,000.000.

12.08    Further Assurances.At or after Closing or a respective Land 
Closing, the Contributors shall execute and deliver to the Partnership, 
or to any Designee, such other documents or instruments as in the 
reasonable opinion of counsel for the Trust and the Partnership may be 
necessary to effectuate the transactions described in this Agreement and 
to transfer the Properties as contemplated by this Agreement, provided 
that such documents or instruments do not increase the liability of any 
of the Contributors under this Agreement.

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

12.10    Limited Liability of Trustees of the Trust.  Notwithstanding 
anything to the contrary contained herein, the trustees of the Trust 
shall have no personal liability or recourse of any nature under this 
document.  The other party or parties hereto shall look solely to the 
assets of the Trust to satisfy any liability or recourse hereunder.  

12.11    Time of the Essence.  Time is of the essence of this Agreement.  
In computing the number of days for purposes of this Agreement, all days 
shall be counted, including Saturdays, Sundays and holidays (other than 
where business days are expressly specified); provided, however, that if 
the final day of any time period provided in this Agreement shall end on 
a Saturday, Sunday or legal holiday, then the final day shall extend to 
5:00 p.m. of the next full business day.  For the purposes of this 
Section, the term "holiday" shall mean a day other than a Saturday or 
Sunday on which banks in any of the states in which the Real Property is 
located are or may elect to be closed.

12.12    Entire Agreement.  This Agreement and the Exhibits and Schedules 
hereto and the other agreements required to be executed hereby contain 
the entire understanding of the parties with respect to the subject 
matter hereof, and supersede all prior or other negotiations, 
representations, understandings and agreements of, by or among the 
parties, express or implied, oral or written, which are fully merged 
herein.  The express terms of this Agreement control and supersede any 
course of performance or customary practice inconsistent with any such 
terms.  Any agreement hereafter made shall be ineffective to change, 
modify, discharge or effect an abandonment of this Agreement unless such 
agreement is in writing and signed by the party against whom enforcement 
of such change, modification, discharge or abandonment is sought.

12.13    Execution via Telecopier.  Executed counterparts of this 
Agreement transmitted by telecopier shall be deemed to constitute an 
original for all purposes.

12.14    Confidential Information.  Except as otherwise provided in this 
Agreement, the Partnership agrees that prior to Closing any information 
provided to the Partnership by the Contributors in the transactions 
contemplated by this Agreement or obtained by the Partnership from its 
examinations and inspections will be kept confidential by it and its 
affiliates, agents, advisors and employees; provided, however, that 
disclosure of such information may be made: (i) to any present or 
prospective sources of financing on a need to know basis, subject to 
customary confidentiality provisions; (ii) to the extent that the same 
shall have or otherwise become publicly available other than as a result 
of a disclosure by the Partnership or its Designee(s) or their 
Affiliates; (iii) to the extent required to be disclosed by law or during 
the course of any litigation, hearing or other legal proceeding; (iv) 
with the written consent of a Contributor; or (vi) to the extent the 
Partnership or the Trust is required to make such releases or 
announcements by reason of the Trust being a public company.  If Closing 
does not occur, the Partnership and the Trust shall return all 
confidential information to the Contributors.  The provisions of this 
section shall survive the termination of this Agreement in the event that 
Closing does not take place.


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

                          Contributor Parties:

                          THE LIBERTY CORPORATION,  a
                          South Carolina corporation

                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          LIBCO OF FLORIDA, INC.


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 




                          LPC OF S.C., INC.


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          SOUTHCHASE DEVELOPMENT CORPORATION 



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          COMMERCE CENTER OF GREENVILLE, INC.



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          PARK AVENUE ASSOCIATES, INC.



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 






                         LIBERTY LIFE INSURANCE COMPANY



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 



The Partnership:


                          LIBERTY PROPERTY LIMITED PARTNERSHIP, 
                          a Pennsylvania limited partnership


                          By:  Liberty Property Trust, 
                               a Maryland real estate investment trust
                               and sole general partner



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 



                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 




The Trust:


                          LIBERTY PROPERTY TRUST, 
                          a Maryland real estate investment trust


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 


                          By:  
                               ------------------------------
                          Name:
                               ------------------------------ 
                          Title:
                               ------------------------------ 



EXHIBIT 10.11

                          CONTRIBUTORS RIGHTS AGREEMENT

This Contributor Rights Agreement (this "Agreement") is made as of the 
    day of May, 1997, by and among THE LIBERTY CORPORATION, a South 
Carolina corporation (the "Contributor Parent"), the subsidiaries of 
Contributor Parent identified on the signature page hereof as 
Contributors and LIBERTY PROPERTY TRUST, a Maryland real estate 
investment trust (the "Trust").

                                INTRODUCTION

A.     The Contribution and Acquisition Agreement, dated as of March 5, 
1997, as amended by Amendment No. 1 to Contribution and Acquisition 
Agreement dated as of April 17, 1997, has been entered into by and among 
the Contributor Parent and the Contributors (as defined therein), 
Liberty Property Limited Partnership, a Pennsylvania limited partnership 
(the "Partnership"), and the Trust (the "Contribution Agreement").

B.     Under the terms of the Contribution Agreement, in addition to the 
other consideration contemplated thereunder, the Contributors will be 
issued certain interests of limited partnership ("Partnership 
Interests") of the Partnership.  In accordance with their terms, such 
Partnership Interests will be convertible into Common Shares of 
Beneficial Interest, $0.001 par value (the "Shares"), of the Trust.  
Such issuances of Partnership Interests have not been registered under 
the Securities Act.  No current offer or sale of the Shares is being 
made at this time, nor has any such offer or sale been registered under 
the Securities Act.  In certain circumstances provided in this 
Agreement, the Contributors may elect to sell some or all of their 
Partnership Interests to the Trust instead of converting them into 
Shares.

C.     In order to induce the Trust and the Partnership to enter into 
the Contribution Agreement and to induce the Contributor Parent and the 
Contributors to enter into the Contribution Agreement and to consummate 
the transactions contemplated thereby, the Contributors and the Trust 
hereby agree that this Agreement shall govern the rights and obligations 
of the Contributors and the Trust with respect to the Partnership 
Interests issued to the Contributors in accordance with the terms of the 
Contribution Agreement, any Shares issuable upon the conversion of such 
Partnership Interests and certain other matters, as set forth herein.

        Certain Definitions.  Unless the context otherwise requires, the 
following terms shall have the respective meanings indicated:

        (a)  The term "AMEX" means the American Stock Exchange.

        (b)  The term "Available Registration" means any time during 
which:  (i) the Conversion Shelf Registration Statement, the Resale 
Shelf Registration Statement or a Demand Resale Registration Statement 
is effective, current in its disclosure and available, as the case may 
be, for conversion of the Partnership Interests into registered Shares 
or for the registered resale of any Shares acquired in a non-registered 
conversion and (ii) the Trust has not exercised any of its rights 
hereunder to require the Contributors to defer or suspend their reliance 
on or other use of any such registration statement or to otherwise defer 
or suspend any resales of the Shares.

        (c)  The term "Business Day" means any day that is not a 
Saturday or Sunday or a day on which federal banking institutions in 
Philadelphia, Pennsylvania are authorized or required by law or 
executive order to close.

        (d)  The term "Change of Control" means:

             (i)  the first day on which the Continuing Trustees fail
to constitute at least a majority of the members of the Board of 
Trustees of the Trust;

             (ii) the time that the Trust first is notified or otherwise 
determines that any person, entity or group, within the meaning of 
Section 13(d)(3) or 14(d)(2) of the Exchange Act (other than any person 
who was at the date hereof an officer or trustee of the Trust or a group 
consisting of persons who were at the date hereof officers or trustees 
of the Trust) has acquired direct or indirect beneficial ownership 
(within the meaning of Rule 13d-3 under the Exchange Act) of 20% or more 
of the outstanding Shares of the Trust, unless a majority of the 
Continuing Trustees approves the acquisition not later than 10 business 
days after the Trust first is so notified or makes such determination; 
or

             (iii)  the first day on which any entity other than the 
Trust becomes a general partner of the Partnership; provided, however, 
that this will not prevent any entity at least 80% owned by the Trust 
from becoming an additional general partner as long as: (A) the Trust 
continues as a general partner and continues to own at least 80% of the 
beneficial interests in such other entity; (B) the right to convert 
Partnership Interests into Shares is not impaired in any way; and (C) 
the Trust continues to qualify as an UPREIT.

        (d)  The term "Closing Date" means the date of the Initial 
Closing (as defined in the Contribution Agreement) of the transactions 
contemplated under the Contribution Agreement or, in the case of any 
Partnership Interests issued at an Extended Closing (as defined in the 
Contribution Agreement), means the date of such Extended Closing.

        (e)  The term "Closing Date Anniversary" means the first 
Business Day that is on or after the one-year anniversary of the Closing 
Date.

        (f)  The term "Continuing Trustees" means, as of any date of 
determination, any member of the Board of Trustees of the Trust who (i) 
was a member of that Board of Trustees on the date hereof, (ii) had been 
a member of that Board of Trustees for the two years immediately 
preceding such date of determination or (iii) was nominated for election 
or elected to that Board of Trustees with the affirmative vote of the 
greater of (x) a majority of Continuing Trustees who were members of 
that Board at the time of such nomination or election or (y) at least 
three Continuing Trustees (except any individual whose election, 
nomination or initial assumption of office is in connection with an 
actual or threatened election contest relating to the election of the 
Trustees of the Trust, as such terms are used in Rule 14a-11 of 
Regulation 14A promulgated under the Exchange Act).

        (g)  The term "Designated Event" means the earlier of: the 
occurrence of, or the first public announcement or public filing 
regarding a Change of Control or an action to cause the Shares not to be 
listed for trading on (or, with respect to Nasdaq, included for 
quotation in) at least one of the NYSE, the AMEX or Nasdaq.

        (h)  The term "Exchange Act" means the Securities Exchange Act 
of 1934, as amended.

        (i)  The term "Fair Market Value" when used with respect to the 
Shares or the Partnership Interests means the fair market value of the 
number of Shares directly involved or the number of Shares into which 
the applicable Partnership Interests are then convertible and shall be 
based on, as of any Trading Day, the average of (i) the last reported 
sales price regular way or, in case no such reported sale takes place on 
such day, the average of the reported closing bid and asked prices 
regular way, either case on the NYSE, for the five (5) most recent 
consecutive Trading Days, or (ii) if the Shares are not listed or 
admitted to trading on the NYSE, the last reported sales price regular 
way, or in case no such reported sale takes place on such day, the 
average of the reported closing bid and asked prices regular way, on the 
principal national securities exchange on which the Shares are listed or 
admitted to trading, or are included for quotation in Nasdaq, if the 
Shares are not listed on any national securities exchange for the five 
(5) most recent consecutive Trading Days, or (iii) if the Shares are not 
listed or admitted to trading on any national securities exchange or 
included for quotation in Nasdaq, the average of the closing bid and 
asked prices for the five (5) most recent consecutive Trading Days, as 
furnished by any NYSE member firm selected from time to time by the 
Trust for that purpose.

        (j)  The term "First Conversion Date" when used with respect to 
any Partnership Interests means the first date on which such Partnership 
Interests become convertible, by their terms, into the Shares.

        (k)  The term "Form S-3" means such form under the Securities 
Act as in effect on the date hereof or any registration form under the 
Securities Act subsequently adopted by the SEC that permits inclusion or 
incorporation of substantial information by reference to other documents 
filed by the Trust with the SEC.

        (l)  The term "Initial Put Period" means the period commencing 
on the Closing Date and ending at 5:00 p.m., Philadelphia time, on the 
Business Day immediately preceding the Closing Date Anniversary.

        (m)  The term "Monthly Put Amount" means Partnership Interests, 
subject to appropriate antidilution adjustments, comparable to those 
provided in Section 9(b) with respect to the Shares, if the Partnership 
takes any comparable action to effect a subdivision (including through 
distribution of an additional number of Partnership Interests to the 
holders of Partnership Interests) or combination of the number of its 
outstanding Partnership Interests into a different number of Partnership 
Interests.  [Note:  For clarity, the blank will be completed at Closing 
with a number equal to 5% of the total number of Partnership Interests 
to be acquired by the Contributors for the Contributed Business Rental 
Properties.]

        (n)  The term "Nasdaq" means the Nasdaq National Market operated 
by The Nasdaq Stock Market, Inc.

        (o)  The term "NYSE" means the New York Stock Exchange, Inc.

        (p)  The terms "register," "registered" and "registration" refer 
to a registration effected by preparing and filing a registration 
statement in compliance with the Securities Act, and the declaration or 
ordering by the SEC of the effectiveness of such registration statement.

        (q)  The term "Registrable Securities" means (i) the Shares 
issuable upon conversion of the Partnership Interests issued to the 
Contributors in accordance with the terms of the Contribution Agreement 
and (ii) any other Shares issued as (or issuable upon the conversion or 
exercise of any warrant, right or other security which is issued as) a 
dividend or other distribution with respect to, or in exchange for or in 
replacement of such Shares, excluding in all cases, however, any 
Registrable Securities sold by a person in a transaction in which such 
person's rights under this Agreement are not assigned.

        (r)  The term "SEC" means the United States Securities and 
Exchange Commission.

        (s)  The term "Securities Act" means the Securities Act of 1933, 
as amended.

        (t)  The Term "Trading Day" means any Business Day on which the 
NYSE, the AMEX or Nasdaq (depending on which of these is then the 
principal market for the Shares) is open for trading.

        (u)  The term "Transfer Restricted Securities" means (i) the 
Partnership Interests issued to the Contributors in accordance with the 
terms of the Contribution Agreement until such Partnership Interests are 
converted into Shares pursuant to the Conversion Shelf Registration 
Statement and (ii) if the Shares are issued upon conversion of the 
Partnership Interests without such issuance being registered by the 
Conversion Shelf Registration Statement, shall also mean such Shares 
until they are registered and disposed of in accordance with a Resale 
Registration Statement pursuant to Section 4.

PUT OPTIONS.

The Contributor Parent shall have the right under each of the following 
circumstances to require the Trust to repurchase from the Contributors 
the Transfer Restricted Securities (the "Put Options").

        (a)  The Put Option may be exercised in part or in full by the 
Contributor Parent one time, but not from time to time, by notice to the 
Trust given not more than 30 days after the Contributor Parent receives 
a copy of or otherwise learns of the first public announcement or the 
first public filing regarding a Designated Event, provided that the 
Contributor Parent receives such copy or otherwise learns of such 
announcement or filing: (i) during the Initial Put Period or (ii) after 
the Initial Put Period if there is not at that time an "Available 
Registration" or (iii) after the Initial Put Period if there is an 
Available Registration, but the volume restrictions in Section 9(a) will 
prevent the Contributors from selling all of their Shares within 15 
business days after receiving such copy or otherwise learning of such 
announcement or filing; provided, however, that under the circumstances 
described in the immediately preceding clause (iii), the Put Option may 
be exercised only for the amount in excess of the amount that can 
otherwise be sold pursuant to Section 9(a) within such 15 business day 
period.  The Fair Market Value shall be determined using the five most 
recent Trading Days ending on and including the second business day 
after the first public announcement or first public filing of the 
Designated Event.

        (b)  In addition, in each calendar month during the Initial Put 
Period, without regard to whether any Designated Event has occurred, the 
Contributor Parent may require the Trust to purchase all, or a portion, 
of the Monthly Put Amount at a price equal to the Fair Market Value 
calculated as of the date of exercise of such monthly Put Option.  The 
monthly Put Option may be exercised by the Contributor Parent with 
respect to any calendar month during the Initial Put Period by notice to 
the Trust given no later than 5:00 p.m., Philadelphia time, on the tenth 
day of such month.

        (c)  Beginning on or after the Closing Date Anniversary, the 
Contributor Parent shall have the right to exercise a Put Option on any 
day when either of the following conditions exists:

             (i)  There has been any continuous period, of more than 60 
days during which there is not an Available Registration for the 
conversion of the Partnership Interests or the resale of the Shares (any 
such period, regardless of its length, being referred to as a 
"Restricted Period"); or

             (ii)  There is any subsequent Restricted Period, regardless 
of its length, and there has not been a period of at least 60 
consecutive days during which an Available Registration was in effect 
after the immediately preceding Restricted Period and before 
commencement of the then applicable Restricted Period.

        Notwithstanding the foregoing provisions of this paragraph (c), 
there may be, to the extent so requested by the Contributor Parent 
pursuant to Section 3(b), a period of up to 60 additional days (for a 
total of 120 days) immediately following the Closing Date Anniversary 
during which the Trust may continue to use its best efforts to effect a 
Conversion Shelf Registration Statement without triggering a Put Option 
under clause (i) of this paragraph (c).

        The number of Transfer Restricted Securities that the 
Contributor Parent may require the Trust to purchase pursuant to this 
paragraph (c) shall be subject to any applicable volume restrictions 
prescribed under Section 9.  The purchase price for any Put Option 
exercised under this paragraph (c) shall be equal to the Fair Market 
Value calculated as of the date of exercise of such Put Option.

        (d)  Any notice regarding the Contributor Parent's exercise of a 
Put Option under this Section 2 shall set forth the number of Transfer 
Restricted Securities with respect to which the Contributor Parent is 
exercising such Put Option.  Payment with respect to the Put Option 
shall be made by federal wire transfer, payable in same day funds, 
pursuant to written instructions furnished by the Contributor Parent to 
the Trust in a timely manner, or by any other means as agreed to by the 
Contributor Parent and the Trust.  Such payment shall occur no later 
than the last day of the calendar month with respect to which any 
monthly Put Option is exercised under paragraph (b) above, and shall 
occur no later than 30 days after the date of exercise of any other Put 
Option permitted above.

REGISTERED CONVERSION OFFER AFTER CLOSING DATE ANNIVERSARY.

        (a)  The Trust shall use its best efforts to cause, a "shelf" 
registration statement on Form S-3 (the "Conversion Shelf Registration 
Statement"), registering pursuant to Rule 415(a)(x) under the Securities 
Act, or any successor provision, the conversion of the Partnership 
Interests into Shares in accordance with the terms of the Partnership 
Interests to be effective by the First Conversion Date or promptly 
thereafter.  The Trust acknowledges that to achieve this result, it will 
need to file a Conversion Shelf Registration Statement during a period 
beginning two weeks before the First Conversion Date and ending two 
weeks after the First Conversion Date or will need to obtain assurance 
from the SEC Staff as to another procedure acceptable to the SEC Staff 
for this purpose.

        (b)  If, despite the Trust's best efforts, a Conversion Shelf 
Registration Statement has not become effective and available for 
conversion of the Partnership Interests by the 60th day after the 
Closing Date Anniversary but is in the process of being reviewed by the 
SEC, the Trust shall consult with the Contributor Parent as to the 
status of such review and the Trust's best information as to when a 
Conversion Shelf Registration Statement may become effective.  If the 
Contributor Parent agrees not to count any additional delay for purposes 
of Section 2(c), the Trust shall continue for up to 60 more days as 
specified by the Contributor Parent, and otherwise the Trust may 
continue, to use its best efforts to cause a Conversion Shelf 
Registration Statement to become effective and available for conversion 
of the Partnership Interests.

        (c)  The Trust shall use its reasonable best efforts to maintain 
the effectiveness of the Conversion Shelf Registration Statement for 
three (3) years after the Conversion Shelf Registration Statement first 
affords an Available Registration for the Conversion of Partnership 
Interests into Shares provided that Rule 415 under the Securities Act, 
or any successor rule under the Securities Act, permits an offering on a 
continuous or delayed basis.

        (d)  Notwithstanding the foregoing, if no sooner than 60 days 
after a Conversion Shelf Registration Statement first affords an 
Available Registration for the conversion of Partnership Interests into 
Shares, the Trust shall furnish to the Contributor Parent a certificate 
signed by the Chief Executive Officer or the Chief Financial Officer of 
the Trust stating that in the good faith judgment of the Board of 
Trustees of the Trust, reliance on the Conversion Shelf Registration 
Statement to convert the Partnership Interests into Shares would require 
the Trust to make public disclosure of information the premature 
disclosure of which would have an adverse effect on the Trust, and it is 
therefore beneficial to the Trust to defer any conversion of Partnership 
Interests pursuant to a then-effective registration statement, the Trust 
shall have the right to require the Contributor Parent to refrain from 
converting the Partnership Interests until such disclosure can be made 
provided that:

             (i)  Any such period when the Contributors are required to 
refrain from converting their Partnership Interests shall be subject to 
Section 2(c);

             (ii)  If, prior to being notified by the Trust to refrain 
from converting the Partnership Interests, Contributor Parent has 
delivered an Exercise Notice to the Trust indicating a desire for some 
or all of the Partnership Interests to be converted but such conversion 
has not yet been completed, the Trust shall either:

                   (A)  Permit the conversion contemplated by such 
Exercise Notice to be completed on an accelerated basis before the 
suspension in the right to convert becomes effective (notwithstanding 
anything to the contrary in the Partnership Agreement or otherwise); or

                   (B)  Treat the Contributor Parent's Exercise Notice 
as if it had been the exercise of a Put Option permitted under Section 
2(c).  If the Exercise Notice is treated as the exercise of a Put 
Option, the purchase price shall be equal to the Fair Market Value 
calculated as of the date the Exercise Notice was given, and shall be 
paid no later than the earlier of 30 days after the Exercise Notice was 
given or the date the conversion would have otherwise been completed.

RESALE REGISTRATIONS

        (a)  If, despite its best efforts in accordance with Section 3, 
the Trust is unable to cause a Conversion Shelf Registration Statement 
to become effective within the time period (including any extension) 
during which the Trust is required by Section 3(b) to continue using its 
best efforts for such purpose and the Trust thereafter decides to stop 
using its best efforts for such purpose, the Trust shall immediately 
begin using its best efforts to cause a "Resale Shelf Registration 
Statement" on Form S-3 to become effective, registering the resale of 
the Shares pursuant to Rule 415(a)(x) of the Securities Act (or any 
successor provision).  Provided that Rule 415 under the Securities Act 
(or any successor rule) still permits an offering on a continuous or 
delayed basis, the Trust shall use its reasonable best efforts to 
maintain the effectiveness of the Resale Registration Statement for 
three years after the Resale Registration Statement first affords an 
Available Registration for the resale of the Shares.

        (b)  If the Trust has failed to cause a Conversion Shelf 
Registration Statement or a Resale Shelf Registration to become 
effective within 180 days after the First Conversion Date, or if any 
such registration statement has become effective but thereafter has been 
suspended as an Available Registration for a continuous period of more 
than 150 days or has been withdrawn or terminated, the Contributor 
Parent shall have a right to demand up to three "Demand Resale 
Registration Statements," by making not more than one demand in each of 
the three successive twelve month periods following the circumstance 
triggering the Contributor Parent's rights to demand such registration 
statements.  Following written request to the Trust by notice from the 
Contributor Parent (the "Demand") that the Trust file a Demand Resale 
Registration Statement under the Securities Act covering the 
registration of at least 25% of the Registrable Securities initially 
issuable or, if less, a majority of the Registrable Securities then 
outstanding, the Trust shall, subject to the limitations set forth in 
Sections 4(c) and (d), effect at the earliest practicable time after the 
receipt of such request, the registration for resale by the Contributors 
of all Registrable Securities that the Contributor Parent requested to 
be registered in the Demand.  The Trust shall use its reasonable best 
efforts to cause each such Demand Resale Registration Statement to 
remain as an Available Registration for at least 60 days.

        (c)  If the Contributor Parent intends to distribute the 
Registrable Securities covered by the Resale Shelf Registration 
Statement or the Demand Resale Registration Statement by means of an 
underwriting, the Contributor Parent shall so advise the Trust.  The 
underwriter will be selected by the Contributor Parent and shall be 
reasonably acceptable to the Trust.  Each applicable Contributor shall 
(together with the Trust as provided in Section 5(c)(iii)) enter into an 
underwriting agreement in customary form with the underwriter or 
underwriters selected for such underwriting.

        (d)  Any distribution of securities pursuant to this Section 
shall be subject to the volume limitations set forth in Section 9, 
except that any underwritten offering at a price to the public that is 
no less than 90% of the Fair Market Value of the Shares as of the date 
such underwritten offering is priced shall not be subject to the volume 
restrictions in Section 9.

        (e)  Notwithstanding the foregoing, if the Trust shall furnish 
to the Contributor Parent a certificate signed by the Chief Executive 
Officer or the Chief Financial Officer of the Trust stating that in the 
good faith judgment of the Board of Trustees of the Trust, it would be 
detrimental for such registration statement to be filed or would require 
the Trust to make public disclosure of information the premature 
disclosure of which would have an adverse effect on the Trust, and it is 
therefore beneficial to the Trust to defer the filing of such 
registration statement (or the intended sale of Shares pursuant to a 
then-effective registration statement), the Trust shall have the right 
to defer taking action with respect to such filing, or to require the 
Contributor Parent to refrain from selling Shares, as the case may be, 
until the condition requiring such deferral or restraint can be 
resolved, but any such deferral or restraint period shall be subject to 
Section 2(c).

OBLIGATIONS OF THE TRUST.

        (a)  Whenever required under Section 4 of this Agreement to 
effect the registration of any Registrable Securities, the Trust shall, 
as expeditiously as reasonably possible, prepare and file with the SEC a 
registration statement with respect to such Registrable Securities and 
use its reasonable best efforts to cause such registration statement to 
become effective.  The Trust shall use its reasonable best efforts to 
keep any registration statement required by Section 3 or 4 effective for 
a period of up to three (3) years in the case of a Conversion Shelf 
Registration Statement or a Resale Shelf Registration Statement or up to 
60 days in the case of any Demand Resale Registration Statement, or, in 
each case, until the date upon which all of the Contributors' 
Registrable Securities may be sold in one three-month period pursuant to 
Rule 144 under the Securities Act; provided, however, that such three-
year (or 60 day) period shall be extended, with respect to any of the 
Contributors, as appropriate, for a period of time equal to the period 
during which any of the respective Contributors refrain from acquiring 
Shares in a registered conversion of Partnership Interests or reselling 
Shares pursuant to such registration at the request of the Trust or any 
underwriter of securities of the Trust or any of its subsidiaries; 
provided further that, in the case of a Conversion Shelf Registration 
Statement or a Resale Shelf Registration Statement, Rule 415 under the 
Securities Act, or any successor rule under the Securities Act, permits 
an offering on a continuous or delayed basis, and that applicable rules 
under the Securities Act governing the obligation to file a post-
effective amendment permit, in lieu of filing a post-effective amendment 
that (A) includes any prospectus required by Section 10(a)(3) of the 
Securities Act or (B) reflects facts or events representing a material 
or fundamental change in the information set forth in the registration 
statement, the incorporation by reference of information required to be 
included in (A) and (B) above to be contained in periodic reports filed 
pursuant to Section 13 or 15(d) of the Exchange Act in the registration 
statement.  The immediately preceding proviso shall not apply to or 
restrict the Trust's obligation with respect to any Demand Resale 
Registration Statement.  In addition, nothing herein shall require any 
Contributor to convert any Partnership Interests into Shares any sooner 
than otherwise desired even though such conversion may be necessary to 
commence a holding period for the Shares that must be satisfied before 
the Shares can be sold pursuant to Rule 144.

        (b)  Whenever required under Section 3 or 4 to effect the 
registration of any Transfer Restricted Securities, in addition to its 
other obligations under this Agreement, the Trust shall, as 
expeditiously as reasonably possible:

             (i)  Prepare and file with the SEC such amendments and 
supplements to such registration statement and the prospectus used in 
connection with such registration statement as may be necessary to 
comply with the provisions of the Securities Act with respect to the 
disposition of all securities covered by such registration statement.

             (ii)  Cause all such Registrable Securities registered 
pursuant thereto to be listed on each securities exchange on which 
similar securities issued by the Trust are then listed.

             (iii)  Notify the Contributor Parent at any time when the 
prospectus relating thereto is required to be delivered under the 
Securities Act, of the happening of any event as a result of which the 
prospectus relating thereto includes an untrue statement of a material 
fact or omits to state any material fact required to be stated therein 
or necessary to make the statements therein not misleading in the light 
of the circumstances then existing, and prepare and furnish to the 
Contributors a reasonable number of copies of a supplement to or an 
amendment of such prospectus as may be necessary so that, as thereafter 
delivered to the purchasers of such securities, such prospectus shall 
not include an untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the 
statement therein not misleading in the light of the circumstances then 
existing, provided that no such supplement or amendment need be so 
furnished after distribution of the Contributors' Registrable Securities 
has been completed.

        (c)  Whenever required under Section 4 of this Agreement to 
effect the registration of any Registrable Securities, in addition to 
its other obligations under this Agreement, the Trust shall, as 
expeditiously as reasonably possible:

             (i)  Furnish to each Contributor such number of copies of a 
prospectus, including any preliminary prospectus, in conformity with the 
requirements of the Securities Act, and such other documents as it may 
reasonably request in order to facilitate the disposition of Registrable 
Securities owned by it.

             (ii)  Use its best efforts to register and qualify the 
securities covered by such registration statement under such other 
securities or Blue Sky laws of such jurisdictions as shall be reasonably 
requested by the Contributor Parent; provided, that the Trust shall not 
be required in connection therewith or as a condition thereto to qualify 
to do business or to file a general consent to service of process in any 
such states or jurisdictions.

             (iii)  In the event of any underwritten public offering, 
enter into and perform its obligations under an underwriting agreement, 
in usual and customary form, with the managing underwriter of such 
offering.  Each applicable Contributor shall also enter into and perform 
its obligations under such an agreement.

INFORMATIONAL OBLIGATIONS OF CONTRIBUTOR PARENT.  It shall be a 
condition precedent to the obligations of the Trust to take any action 
pursuant to Section 4 of this Agreement with respect to the Registrable 
Securities of the Contributors that the Contributor Parent shall furnish 
to the Trust such information regarding each of the Contributors, the 
Registrable Securities held by each of them, the intended method of 
disposition of such securities as shall be required to effect the 
registration of the Contributors' Registrable Securities and any other 
information required by under the applicable rules and regulations of 
the SEC and any exchange on which the Trust's securities are listed or 
the rules or policies of the National Association of Securities Dealers, 
Inc.

EXPENSES OF REGISTRATION.  The Trust shall bear all expenses incurred 
directly in connection with the registration, filing or qualification of 
the Transfer Restricted Securities required under Section 3 and 4, 
including all registration, filing and qualification fees, printers' and 
accounting fees and fees and disbursements of counsel for the Trust.  
All expenses related to the disposition of Registrable Securities, 
including all underwriting discounts, brokerage commissions and transfer 
taxes, and fees and disbursements of any counsel for the Contributor 
Parent shall be borne by the Contributor Parent.  Notwithstanding the 
foregoing, the Trust shall not be required to pay for any expenses of 
any registration proceeding begun pursuant to Section 4(b) if the 
registration request is subsequently withdrawn at the request of the 
Contributor Parent (in which case the Contributor Parent shall bear such 
expenses), unless the Contributor Parent agrees to forfeit its right to 
one of its additional demand registrations pursuant to Section 4(b). 

TERMINATION OF REGISTRATION OBLIGATIONS.

Any provision of this Agreement to the contrary notwithstanding, the 
Trust shall not be obligated to effect, or to take any action to effect, 
any registration pursuant to Section 4 of this Agreement, during the 
period beginning on a date fifteen (15) days prior to the Trust's good 
faith estimate of the date of filing of, and ending on a date forty-five 
(45) days after the effective date of, a registration of equity 
securities of the Trust under the Securities Act in connection with a 
public offering for cash by and on behalf of the Trust of such equity 
securities (specifically excluding a registration relating solely to the 
sale of securities for consideration other than cash, or in connection 
with a merger, acquisition or other business combination, or in 
connection with a dividend or interest reinvestment plan or to 
participants in a stock option or other employee benefits plan of the 
Trust or any of its subsidiaries (including, without limitation, the 
Partnership)), provided that the Trust is actively employing in good 
faith reasonable efforts to cause such registration statement to become 
effective.  Any such delay in filing a registration statement required 
pursuant to Section 4 shall be subject to Section 2(c).

LIMITATIONS ON VOLUME.

        (a)  Except as otherwise provided in Sections 2(a) and 2(b), 
sales by the Contributors of their Partnership Interests and their 
Shares shall be subject to the following "Initial Volume Restrictions," 
which shall be measured based on the number of Shares that have been or 
are being sold directly and the number of Shares into which the 
Partnership Interests that have been or are being sold could have been 
converted (assuming the Partnership Units were then convertible).  
Except as otherwise provided herein or as permitted by the prior written 
consent of the Trust, the amount of Partnership Interests and Shares 
sold by the Contributors during any calendar week after the Closing Date 
Anniversary shall not, in the aggregate, exceed the product of (x) fifty 
thousand (50,000) subject to the adjustments below, multiplied by (y) 
the number of calendar weeks since the Closing Date Anniversary up to 
and including the calendar week with respect to which such calculation 
is made, less (z) the amount of Partnership Interests and Shares sold by 
the Contributors, in the aggregate, after the Closing Date Anniversary 
and prior to the week with respect to which such calculation is made.  
For example, assuming no prior sales by the Contributors, the 
Contributors may sell, during the twenty-first week after the Closing 
Date Anniversary with respect to such Registrable Securities, one 
million fifty thousand (1,050,000) Registrable Securities.  Anything in 
this Agreement to the contrary notwithstanding, the Trust shall have the 
right, in its sole discretion, to waive the volume limitation included 
in this Section.

        (b)  If the Trust (i) declares or pays a dividend on its 
outstanding Shares in Shares or makes a distribution to all holders of 
its outstanding Shares in Shares or effects a stock split, (ii) 
subdivides its outstanding Shares, or (iii) combines its outstanding 
Shares into a smaller number of Shares, the 50,000 share per week 
Initial Volume Restriction in Section 9(a) shall be adjusted by 
multiplying the weekly volume limitation by a fraction, the numerator of 
which shall be the number of Shares issued and outstanding on the record 
date for such dividend, distribution, subdivision or combination 
(assuming for such purposes that such dividend, distribution, 
subdivision or combination has occurred as of such time), and the 
denominator of which shall be the actual number of Shares (determined 
without the above assumption) issued and outstanding on the record date 
for such dividend, distribution, subdivision or combination.  A similar 
adjustment shall be made, as appropriate, to any other minimums or 
maximums contained herein that are stated in terms of a percentage of 
initially issuable Shares or similar measure.  Any adjustments under 
this Section 9(b) shall become effective immediately after the effective 
date of such event retroactive to the record date, if any, for such 
event.

1.     Representations, Warranties and Agreements of the Contributor 
Parent. 

        The Contributor Parent hereby:

        (a)  Represents and warrants that each Contributor is acquiring 
the Partnership Interests under the terms of the Contribution Agreement 
for the Contributor's own account as principal for investment and not 
with a view to resale or distribution and that the Contributor will not 
sell or otherwise transfer the Registrable Securities except for any 
resales, distributions, sales or other transfers in accordance with 
applicable securities laws and the provisions hereof.

        (b)  Understands that such Partnership Interests have not been 
registered under the Securities Act, or the securities laws of any state 
and, as the result thereof, are subject to substantial restrictions on 
transfer, including, without limitation, those included in the 
instruments governing the rights of the holders of Partnership 
Interests. 

        (c)  Acknowledges that the Partnership Interests, by their 
terms,  are not convertible into Registrable Securities prior to the 
Closing Date Anniversary.

        (d)  Agrees that the none of the Contributors will sell or 
otherwise transfer any Partnership Interests or any interest therein 
unless in accordance with the terms of this Agreement, and the 
Contributor Parent, if requested by the Trust, assumes all costs and 
expenses associated with an opinion of counsel which is reasonably 
satisfactory to the Trust that the Partnership Interests may be 
transferred in reliance on an applicable exemption from the registration 
requirements of the Securities Act and any other applicable securities 
laws and the transfer will not cause the Trust or any of its affiliates 
to be in violation of any other provision of federal or state law.

        (e)  Understands that, except as set forth in this Agreement, 
(i) the Trust has no obligation or intention to register the Partnership 
Interests for resale under any federal or state securities laws or to 
take any action (including the filing of reports or the publication of 
information required by Rule 144 under the Securities Act), which would 
make available any exemption from the registration requirements of such 
laws, and (ii) the Contributors therefore may be precluded from selling 
or otherwise transferring or disposing of the Registrable Securities or 
any portion thereof and (iii) except as otherwise provided in this 
Agreement, the Contributors may have to bear the economic risk of 
investment in the Registrable Securities for an indefinite period.

        (f)  Understands that no federal or state agency has approved or 
disapproved the Partnership Interests, passed upon or endorsed the 
merits of the offering thereof, or made any finding or determination as 
to the fairness of the Partnership Interests for investment.

        (g)  Acknowledges that the Contributor Parent has read and 
carefully reviewed the Trust's annual report to shareholders for the 
year ended December 31, 1996, the definitive proxy statement filed in 
connection with the Trust's 1996 Annual Meeting of Shareholders, the 
Annual Report on Form 10-K of the Trust and the Partnership for the year 
ended December 31, 1996, and the information contained in all other 
reports or documents filed by the Trust and/or the Partnership under 
Sections 13(a), 14(a), 14(c) and 15(d) of the Exchange Act since the 
date of such Annual Report on Form 10-K (all of which are listed on 
Schedule 10(g) attached hereto) and a description of the Partnership 
Interests; acknowledges that the Trust and the Partnership have made 
available the opportunity to ask questions of, and receive answers from, 
the Trust and the Partnership concerning the terms and conditions of the 
transactions contemplated hereby and to obtain any additional 
information, to the extent that the Trust or the Partnership possesses 
such information, or can acquire it without unreasonable effort or 
expense, necessary to verify the accuracy of the information given to 
the Contributor Parent or otherwise to make an informed investment 
decision; and acknowledges that all material documents, records and 
books pertaining to this investment or the business of the Trust and the 
Partnership have, on request, been made available to the Contributor 
Parent or to any advisor designated by the Contributor Parent to receive 
such information.

        (h)  Understands that the Partnership Interests are being 
offered and sold in reliance on specific exemptions from the 
registration requirements of federal and state securities laws and that 
the Trust, the Partnership and the controlling persons thereof are 
relying upon the truth and accuracy of the representations, warranties, 
agreements, acknowledgments and understandings set forth herein in order 
to determine the applicability of such exemptions and the suitability of 
the Contributors to acquire the Partnership Interests.

2.     Indemnification.  In the event any Registrable Securities are 
included in a registration statement under the provisions of this 
Agreement:

        (a)  The Trust will indemnify and hold harmless the Contributor 
Parent, each Contributor, any underwriter (as defined in the Securities 
Act) for the Contributor Parent or any Contributor and each person, if 
any, who controls the Contributor Parent or underwriter within the 
meaning of the Securities Act or the Exchange Act, against any losses, 
claims, damages, or liabilities (joint or several) to which they may 
become subject under the Securities Act, insofar as such losses, claims, 
damages, or liabilities (or actions in respect thereof) arise out of or 
are based upon any untrue statement or alleged untrue statement of a 
material fact contained in such registration statement, including any 
preliminary prospectus or final prospectus contained therein or any 
amendments or supplements thereto, or the omission or alleged omission 
to state therein a material fact required to be stated therein, or 
necessary to make the statements therein not misleading (a "Violation"); 
and the Trust will pay to the Contributor Parent, each Contributor, each 
underwriter and each controlling person any legal or other expenses 
reasonably incurred by them in connection with investigating or 
defending any such loss, claim, damage, liability, or action; provided, 
however, that the indemnity agreement contained in this subsection shall 
not apply to amounts paid in settlement of any such loss, claim, damage, 
liability, or action if such settlement is effected without the consent 
of the Trust (which consent shall not be unreasonably withheld or 
delayed), nor shall the Trust be liable in any such case for any such 
loss, claim, damage, liability, or action to the extent that it arises 
out of or is based upon a Violation which occurs in reliance upon and in 
conformity with written information furnished expressly for use in 
connection with such registration by the Contributor Parent, underwriter 
or controlling person.

        (b)  To the extent permitted by law, the Contributor Parent will 
indemnify and hold harmless the Trust, each of its directors, each of 
its officers who has signed the registration statement, each person, if 
any, who controls the Trust within the meaning of the Act, any 
underwriter and any controlling person of any such underwriter, against 
any losses, claims, damages, or liabilities (joint or several) to which 
any of the foregoing persons may become subject, under the Securities 
Act, insofar as such losses, claims, damages, or liabilities (or actions 
in respect thereto) arise out of or are based upon any Violation, in 
each case to the extent (and only to the extent) that such Violation 
occurs in reliance upon and in conformity with written information 
furnished by the Contributor Parent expressly for use in connection with 
such registration; and the Contributor Parent will pay any legal or 
other expenses reasonably incurred by any person intended to be 
indemnified pursuant to this subsection, in connection with 
investigating or defending any such loss, claim, damage, liability, or 
action; provided, however, that the indemnity agreement contained in 
this subsection shall not apply to amounts paid in settlement of any 
such loss, claim, damage, liability or action if such settlement is 
effected without the consent of the Contributor Parent, which consent 
shall not be unreasonably withheld; provided, that, in no event shall 
any indemnity under this subsection exceed the gross proceeds from the 
offering received by the Contributor Parent.

        (c)  Promptly after receipt by an indemnified party under this 
Section of notice of the commencement of any action (including any 
governmental action), such indemnified party will, if a claim in respect 
thereof is to be made against any indemnifying party under this Section, 
deliver to the indemnifying party a written notice of the commencement 
thereof and the indemnifying party shall have the right to participate 
in, and, to the extent the indemnifying party so desires and 
acknowledges its responsibility for indemnification as to the matter 
involved, jointly with any other indemnifying party similarly noticed, 
to assume the defense thereof with counsel mutually satisfactory to the 
parties; provided, however, that an indemnified party (together with all 
other indemnified parties which may be represented without conflict by 
one counsel) shall have the right to retain one separate counsel, with 
the fees and expenses to be paid by the indemnifying party, if 
representation of such indemnified party by the counsel retained by the 
indemnifying party would be inappropriate due to actual or potential 
differing interests between such indemnified party and any other party 
represented by such counsel in such proceeding.  The failure to deliver 
written notice to the indemnifying party within a reasonable time of the 
commencement of any such action, if prejudicial to its ability to defend 
such action, shall relieve such indemnifying party of any liability to 
the indemnified party under this Section, but the omission so to deliver 
written notice to the indemnifying party will not relieve it of any 
liability that it may have to any indemnified party otherwise than under 
this Section.

        (d)  If the indemnification provided for in this Section is held 
by a court of competent jurisdiction to be unavailable to an indemnified 
party with respect to any loss, liability, claim, damage, or expense 
referred to therein, then the indemnifying party, in lieu of 
indemnifying such indemnified party hereunder, shall contribute to the 
amount paid or payable by such indemnified party as a result of such 
loss, liability, claim, damage, or expense in such proportion as is 
appropriate to reflect the relative fault of the indemnifying party on 
the one hand and of the indemnified party on the other in connection 
with the statements or omissions that resulted in such loss, liability, 
claim, damage, or expense as well as any other relevant equitable 
considerations; provided, however, that in no event shall the 
Contributor Parent's liability to contribute under this subsection 
exceed the gross proceeds from the offering received by the Contributor 
Parent.  The relative fault of the indemnifying party and of the 
indemnified party shall be determined by reference to, among other 
things, whether the untrue or alleged untrue statement of a material 
fact or the omission to state a material fact relates to information 
supplied by the indemnifying party or by the indemnified party and the 
parties' relative intent, knowledge, access to information, and 
opportunity to correct or prevent such statement or omission.

        (e)  Notwithstanding the foregoing, to the extent that the 
provisions on indemnification and contribution contained in the 
underwriting agreement entered into in connection with the underwritten 
public offering are in conflict with the foregoing provisions of this 
Section 10, the provisions in the underwriting agreement shall control.

        (f)  The obligations of the Trust and the Contributor Parent 
under this Section shall survive the completion of any offering of 
Registrable Securities pursuant to a registration statement under this 
Agreement, and otherwise.

3.     Reports Under Exchange Act. With a view to making available to 
the Contributors the benefits of Rule 144 under the Securities Act 
(subject to compliance with the applicable holding period in such Rule), 
the Trust agrees to:

        (a)  make and keep public information available, as those terms 
are understood and defined in such Rule 144; and

        (b)  file with the SEC in a timely manner all reports and other 
documents required of the Trust under the Exchange Act.

4.     Assignment of Registration Rights.The right to cause the Trust to 
register Registrable Securities pursuant to this Agreement may be 
transferred or assigned (but only with all related obligations) by the 
Contributor Parent or a Contributor to a transferee or assignee of such 
securities, provided that:

        (a)  the Trust, prior to such transfer or assignment, assents 
thereto in writing; provided, however, that the Trust's prior assent 
shall not be required if the transferee or assignee is Contributor 
Parent or any entity at least 80% owned by Contributor Parent.

        (b)  the Trust is, within a reasonable time after such transfer, 
furnished with written notice of the name and address of such transferee 
or assignee and the securities with respect to which such registration 
rights are being assigned;

        (c)  such transferee or assignee agrees in writing to be bound 
by and subject to the terms and conditions of this Agreement; and

        (d)  such assignment is completed in accordance with the 
requirements of the Securities Act, including the restrictions on 
further transfer thereunder.

5.     Amendment and Waiver.  Any provision of this Agreement may be 
amended and the observance thereof may be waived only with the written 
consent of the Trust and the Contributor Parent.  Failure of any party 
to exercise any right or remedy under this Agreement or otherwise, or 
delayed by a party in exercising such right or remedy, will not operate 
as a waiver thereof.

6.     Notices.  Notices required or permitted to be given hereunder 
shall be in writing and shall be deemed to be sufficiently given when 
personally delivered against receipt  (including by overnight courier) 
or sent by certified or registered mail, return receipt requested, 
addressed:

if to the Trust:

        Liberty Property Trust
        65 Valley Stream Parkway
        Suite 100
        Malvern, Pennsylvania  19355
        Attention:  General Counsel

with a copy sent in the
manner provided to:

        Wolf, Block, Schorr and Solis-Cohen
        S.E. Corner 15th & Chestnut Streets
        Philadelphia, Pennsylvania 19102
        Attention:  Herman C. Fala, Esquire

and

(ii)if to the Contributor Parent or any Contributor:

        The Liberty Corporation
        2000 Wade Hampton Boulevard
        Greenville, SC 29615
        Attention: Martha G. Williams, Esquire

with a copy sent in the
manner provided to:

        Sutherland, Asbill & Brennan, L.L.P.
        999 Peachtree Street, N.E.
        Atlanta, Georgia 30309
        Attention:  F.  Louise Adams, Esquire

or at such other address as each party furnishes by notice given in 
accordance with this section.

7.     Governing Law.  This Agreement shall be enforced, governed by and 
construed in accordance with the laws of the Commonwealth of 
Pennsylvania, notwithstanding any conflicts of laws provisions to the 
contrary.

8.     Merger.  This Agreement constitutes the entire Agreement among 
the parties hereto with respect to the subject matter hereof, and there 
are no representations, promises, warranties or other undertakings other 
than those set forth or referred to herein.  This Agreement supersedes 
all prior agreements and understandings among the parties hereto with 
respect to the subject matter hereof.

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

                          THE LIBERTY CORPORATION



                          By:
                                ------------------------------ 
                          Name:
                                ------------------------------ 
                          Title:
                                ------------------------------ 


                          LIBCO OF FLORIDA, INC.


                          By:
                                ------------------------------ 
                          Name:
                                ------------------------------ 
                          Title:
                                ------------------------------ 



                          LPC OF S.C., INC.


                          By:
                                ------------------------------ 
                          Name:
                                ------------------------------ 
                          Title:
                                ------------------------------ 


                          SOUTHCHASE DEVELOPMENT CORPORATION


                          By:
                                ------------------------------ 
                          Name:
                                ------------------------------ 
                          Title:
                                ------------------------------ 


                          LIBERTY PROPERTY TRUST



                          By:
                                ------------------------------ 
                          Name:
                                ------------------------------ 
                          Title:
                                ------------------------------ 



Schedule 10(g)

List of Reports or Documents filed by the Trust
and/or the Partnership since the date of the Annual
Report on Form 10-K for the Year Ended December 31, 1996


1.   Current Report on Form 8-K of Liberty Property Trust (the "Trust") 
and Liberty Property Limited Partnership (the "Partnership"), filed with 
the Securities and Exchange Commission (the "Commission") on February 
13, 1997.

2.   Registration Statement on Form S-3 of the Trust and the Partnership 
(File No. 333-22211), filed with the Commission on February 21, 1997.

3.   Annual Report on Form 10-K of the Trust and the Partnership, filed 
with the Commission on March 3, 1997.

4.   Registration Statement on Form S-3 of the Trust and the Partnership 
(File No. 333-22831), filed with the Commission on March 5, 1997.

5.   Current Report on Form 8-K of the Trust and the Partnership, filed 
with the Commission on March 6, 1997.

6.   Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 
(File No. 333-22211) of the Trust and the Partnership, filed with the 
Commission on March 6, 1997.

7.   Prospectus filed pursuant to Rule 424(b)(3) of the Trust and the 
Partnership filed with the Commission on March 7, 1997.

8.   Prospectus filed pursuant to Rule 424(b)(5) of the Trust and the 
Partnership, filed with the Commission on March 20, 1997.

9.   Preliminary Proxy Statement of the Trust filed with the Commission 
on March 20, 1997.

10.  Current Report on Form 8-K of the Trust and the Partnership, filed 
with the Commission on March 21, 1997.

11.  Revised Preliminary Proxy Materials of the Trust, filed with the 
Commission on April 9, 1997.

12.  Definitive Proxy Materials of the Trust, filed with the Commission 
on April 14, 1997.



EXHIBIT 10.12

                        REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT dated as of March 20, 1997 (the 
"Agreement") is made by and among Liberty Property Trust, a Maryland real 
estate investment trust (the "Trust"), and each of the persons identified 
as a Selling Shareholder on the signature page hereof (the "Selling 
Shareholders").

WHEREAS the Trust is the sole general partner of Liberty Property Limited 
Partnership, a Pennsylvania limited partnership (the "Partnership"); and

WHEREAS the Partnership has entered into three Contracts for Sale dated 
as of January 22, 1997, and one Contract for Sale dated as of February 
21, 1997 (collectively, the "Contracts") for the contribution to the 
Partnership of certain assets in connection with which the Selling 
Shareholders will receive certain partnership interests (the "Partnership 
Interests") in the Partnership; and 

WHEREAS the Partnership Interests will be exchangeable from time to time, 
after the first anniversary of the closing of the transactions 
contemplated by the Contracts (the "Closing Date"), for certain common 
shares of beneficial interest, par value $.001 per share, of the Trust in 
accordance with the partnership agreement of the Partnership; and

WHEREAS the Trust has agreed to grant to the Selling Shareholders certain 
rights relating to the registration of the Shares under the Securities 
Act of 1933, as amended and the rules and regulations thereunder, or any 
similar successor statute (collectively, the "Securities Act"), on the 
terms and conditions contained herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants 
contained herein, and for other good and valuable consideration, the 
receipt and adequacy of which are hereby acknowledged, the parties hereto 
agree as follows:

1.     Registration Rights.

        (a)  Piggyback Rights.  Commencing one year from the Closing 
Date, the Trust shall give each Selling Shareholder thirty (30) days' 
prior written notice of its intention to file with the Securities and 
Exchange Commission (the "Commission") a registration statement covering 
the Trust's common shares of beneficial interest, par value $.001 per 
share (the "Shares"), under the Securities Act (other than a registration 
relating solely to the sale of securities for consideration other than 
cash, in connection with a merger, acquisition or other business 
combination, in connection with a dividend or interest reinvestment plan 
or to participants in a stock option or other employee benefits plan of 
the Trust or any of its subsidiaries (including, without limitation, the 
Partnership)), and shall offer to include in such registration statement 
any Registrable Shares (as hereinafter defined) held by the Selling 
Shareholder.  At the written request of each Selling Shareholder received 
by the Trust within fifteen (15) days from the end of such thirty (30) 
day period, the Trust shall include the Selling Shareholders' Registrable 
Shares in the registration (the "Piggyback Registration"); provided, 
however, that if the registration statement relates to a proposed 
offering which is an underwritten public offering and if, in the 
reasonable judgment of the underwriter, the inclusion of any such 
Registrable Shares would materially adversely effect the public offering 
of the Shares of the Trust for its own account, the number of Registrable 
Shares of the Selling Shareholders to be included in the Piggyback 
Registration shall be reduced pro rata among all of the Selling 
Shareholders participating in the Piggyback Registration so that the 
public offering shall not be materially adversely effected.  If, on the 
first anniversary of the Closing Date, the Trust has an effective 
registration statement filed with the Commission to which the Registrable 
Shares may be added to register either the resale or issuance of such 
Shares, then the Trust shall be obligated to give the Selling 
Shareholders notice of that registration statement and offer to include 
the Registrable Shares of the Selling Shareholders in that registration 
statement pursuant to this paragraph 1(a).

        (b)  Demand Right.  Commencing one year from the Closing Date 
until there are no Registrable Shares, if the Trust receives a written 
request therefor from either Robert C. Lux or Stewart R. Stender, the 
Trust shall prepare and file a registration statement (a "Demand 
Registration") under Rule 415 of the Securities Act covering the 
Registrable Shares which are the subject of such request and shall use 
its best efforts to cause such registration statement to become effective 
as promptly as practicable.  In addition, upon the receipt of such 
request, the Trust shall promptly give written notice to the Selling 
Shareholders not participating in such request that such registration is 
to be effected.  The Trust shall include in such registration statement 
such Registrable Shares for which it has received written requests to 
register from such other Selling Shareholders within fifteen (15) days 
after the delivery of the Trust's written notice concerning such 
registration.  The Trust shall be obligated to prepare, file and cause to 
become effective only one registration statement pursuant to this 
paragraph 1(b) at the request of Robert C. Lux, and one at the request of 
Stewart R. Stender, for a total of two Demand Registrations.  In the 
event that the Selling Shareholder who initially requested a Demand 
Registration pursuant to this paragraph 1(b) determines for any reason 
not to proceed with the Demand Registration at any time before the Demand 
Registration has been declared effective by the Commission, and the 
Selling Shareholder agrees to bear its own expenses incurred in 
connection therewith and to reimburse the Trust for the expenses incurred 
by it attributable to such registration, then such Selling Shareholder 
shall not be deemed to have exercised his Demand Registration right 
hereunder.  As used in this Agreement, the term "Registrable Shares" 
means Shares issued or to be issued by the Trust to the Selling 
Shareholders in exchange for the Partnership Interests, excluding (i) 
Shares for which a registration statement relating to the issuance or 
sale thereof shall have become effective under the Securities Act and 
which have been issued or sold, as applicable, under such registration 
statement, (ii) Shares sold pursuant to Rule 144 under the Securities Act 
or (iii) Shares which, together with all other Registrable Shares held by 
such Selling Shareholder and any other Selling Shareholder whose sales of 
Registrable Shares must be aggregated with sales of such Selling 
Shareholder pursuant to Rule 144(e), are eligible for sale pursuant to 
Rule 144 under the Securities Act.  The Trust agrees to use reasonable 
efforts to keep each Demand Registration continuously effective until the 
earliest of (A) the date on which the Selling Shareholders no longer hold 
any Registrable Shares registered under the Demand Registration, (B) the 
date on which the Registrable Shares registered under the Demand 
Registration held by each Selling Shareholder may, together with all 
other Registrable Shares held by such Selling Shareholder and any other 
Selling Shareholder whose sales of Registrable Shares must be aggregated 
with sales of such Selling Shareholder pursuant to Rule 144(e), be sold 
by such Selling Shareholder pursuant to Rule 144 under the Securities Act 
or (C) the date which is nine (9) months (plus any period during which 
the Trust invokes its right to postpone or suspend the use of a Demand 
Registration pursuant to the last sentence of this Section 1(b)) from the 
effective date of such Demand Registration.  Notwithstanding the 
foregoing provisions of this paragraph 1(b), the Trust shall have the 
right to require the Selling Shareholders to postpone the preparation and 
filing of, or to suspend their use of, a Demand Registration for a 
reasonable period of time, not to exceed 90 days, if the Trust is in 
possession of material, nonpublic information that, if disclosed as 
required in such registration statement, could materially adversely 
affect the assets, business or prospects of the Trust, or any pending 
transaction involving the Trust; provided, however, that (i) the Trust 
shall not rely on this right to postpone or suspend a Demand Registration 
more than twice in any twelve month period, and (ii) the Trust may not 
invoke this right within thirty (30) days after the end of a previous 
postponement or suspension of a Demand Registration pursuant to this 
sentence.

2.     Expenses.  The Trust shall bear all of the costs and expenses of 
any registration hereunder, except that the participating Selling 
Shareholders shall pay the fees and expenses of Selling Shareholders' 
counsel, any transfer taxes or underwriting discounts and commission 
applicable to the Registrable Shares of the Selling Shareholders to be 
included in the registration, and, in the case of Demand Registrations 
hereunder, the first $2,500 of the aggregate registration fees payable to 
the Commission with respect to the Registrable Shares of the Selling 
Shareholders to be included in Demand Registrations hereunder.

3.     Obligations of the Trust.  Whenever the Trust shall be required to 
register any Registrable Shares pursuant to the provisions of this 
Agreement, the Trust shall also be obligated, with the cost of performing 
such obligation to be incurred by the Trust, to do the following:

        (a)  Prepare for filing with the Commission such amendments and 
supplements to the registration statement and the prospectus used in 
connection therewith (the "Prospectus") as may be necessary to keep said 
registration statement current, effective and in compliance with the 
provisions of the Securities Act with respect to the sale of the 
Registrable Shares covered by such registration statement for the period 
reasonably necessary to complete the proposed offering of such 
Registrable Shares.

        (b)  Furnish to the participating Selling Shareholders such 
copies of preliminary and final Prospectuses, the applicable registration 
statement and all amendments thereto, all documents incorporated by 
reference therein and such other documents as the participating Selling 
Shareholders may reasonably request to facilitate the offering of the 
participating Selling Shareholders' Registrable Shares.

        (c)  The Trust shall promptly notify each Selling Shareholder of, 
and confirm in writing, any request by the Commission for amendments or 
supplements to the applicable registration statement or the Prospectus 
related thereto or for additional information.  In addition, the Trust 
shall promptly respond to such request and shall promptly notify each 
Selling Shareholder of, and confirm in writing, the filing of the 
applicable registration statement, any prospectus supplement related 
thereto or any post-effective amendment to the applicable registration 
statement and the effectiveness of any post-effective amendment.

        (d)  Use reasonable efforts to register or qualify the 
Registrable Shares covered by the registration statement under the 
securities or blue sky laws of such jurisdictions as the participating 
Selling Shareholders may reasonably request; provided, however, that the 
Trust will not be required to: (i) qualify generally to do business in 
any jurisdiction where it would not be required but for this clause (d); 
(ii) subject itself to taxation in such jurisdiction; (iii) consent to 
general service of process in such jurisdiction; (iv) register in any 
state requiring as a condition to such registration, escrow or surrender 
of any securities of the Trust or any security holder; or (v) incur 
expenses in excess of $5,000 in the aggregate with respect to any such 
state securities or blue sky registrations or qualifications solely as a 
result of the inclusion of the Registrable Shares in the registration or 
qualification.

        (e)  Furnish to the participating Selling Shareholders a copy of 
the opinion of counsel for the Trust which is included as an exhibit to 
the registration statement pursuant to the requirements of the Securities 
Act and a letter or letters of the independent certified public 
accountants of the Trust in form and substance customary for similar 
offerings.

        (f)  Furnish the participating Selling Shareholders with a copy 
of all documents filed and all correspondence to or from the Commission 
in connection with the offering.

        (g)  Notify each participating Selling Shareholder for whom 
Shares are registered or are to be registered on such registration 
statement, at any time when the Prospectus relating thereto is required 
to be delivered under the Securities Act, of the happening of any event 
as a result of which the Prospectus included in such registration 
statement, as then in effect, includes an untrue statement of a material 
fact or omits to state any material fact required to be stated therein or 
necessary to make the statements therein not misleading in the light of 
the circumstances then existing, and at the request of any such 
participating Selling Shareholder, prepare and furnish to such 
participating Selling Shareholder a reasonable number of copies of a 
supplement to or an amendment of such Prospectus as may be necessary so 
that, as thereafter delivered to the purchasers of such securities, such 
Prospectus shall not include an untrue statement of a material fact or 
omit to state a material fact required to be stated therein or necessary 
to make the statement therein not misleading in the light of the 
circumstances then existing, provided that no such supplement or 
amendment need be filed after distribution of the participating Selling 
Shareholder's Registrable Shares has been completed.

        (h)  The Trust shall file any necessary listing applications or 
amendments to the existing applications to cause the Shares to be listed 
or quoted on the primary exchange or quotation system on which the Shares 
are then listed or quoted.  The Trust agrees to deliver copies of the 
Prospectus as contained in the applicable registration statement promptly 
following effectiveness thereof to the New York Stock Exchange (or any 
other applicable national securities exchange) as contemplated by Rule 
153 under the Securities Act.

4.     Obligations of the Selling Shareholders.

        (a)  It shall be a condition precedent to the obligation of the 
Trust to register the Registrable Shares that each participating Selling 
Shareholder furnish the Trust with appropriate information as may be 
necessary to be included in the registration statement covering the 
participating Selling Shareholders' Registrable Shares.  Additionally, 
each participating Selling Shareholder agrees to enter into and perform 
its obligations under an underwriting agreement, in usual and customary 
form, including, without limitation, customary indemnification and 
contribution obligations, with the underwriters, if any, of such 
offering.

        (b)  Notwithstanding the effectiveness of any registration 
statement filed with respect to the Registrable Shares, the Selling 
Shareholders hereby jointly agree that the aggregate number of 
Registrable Shares sold by the Selling Shareholders during any week will 
not exceed 20% of the average weekly trading volume for the Shares on the 
New York Stock Exchange for the preceding four calendar weeks; provided, 
however, that this limitation shall not apply to any Registrable Shares 
sold in an underwritten public offering  at a price equal to the then 
current market price for the Shares less the usual and customary discount 
applicable in such offerings.

5.     Suspension of Registration Obligations.

        (a)  Any provision of this Agreement to the contrary 
notwithstanding, the Trust shall not be obligated to effect, or to take 
any action to effect, any registration pursuant to paragraph 1(b) of this 
Agreement during the period beginning on a date thirty (30) days prior to 
the Trust's good faith estimate of the date of filing of, and ending on a 
date ninety (90) days after the effective date of, a registration of 
securities of the Trust or any of its subsidiaries (including, without 
limitation, the Partnership) under the Securities Act in connection with 
a public offering of such securities (other than a registration relating 
solely to the sale of securities for consideration other than cash, in 
connection with a merger, acquisition or other business combination, in 
connection with a dividend or interest reinvestment plan or to 
participants in a stock option or other employee benefits plan of the 
Trust or any of its subsidiaries (including, without limitation, the 
Partnership)), provided that the Trust is actively employing in good 
faith reasonable efforts to cause such registration statement to become 
effective.

        (b)  Any provision of this Agreement to the contrary 
notwithstanding, the Trust shall not be obligated to effect, or to take 
any action to effect, any registration pursuant to paragraph 1 of this 
Agreement after the first date on which, and only for so long as, the 
Registrable Shares issuable upon conversion of the Partnership Interests 
are able to be so issued or to be resold pursuant to an effective 
registration statement on Form S-3 (including, without limitation, a 
"shelf" registration statement pursuant to Rule 415(a)(x) under the 
Securities Act) of the Trust, provided that (i) the Trust shall use its 
reasonable best efforts to maintain the effectiveness of such 
registration statement and the availability of such registration 
statement for such conversion or resale, as the case may be, until all 
the Registrable Shares are sold, (ii) such Rule 415, or any successor 
rule under the Securities Act, permits an offering on a continuous or 
delayed basis, and (iii) applicable rules under the Securities Act 
governing the obligation to file a post-effective amendment permit, in 
lieu of filing a post-effective amendment which (A) includes any 
prospectus required by Section 10(a)(3) of the Securities Act or (B) 
reflects facts or events representing a material or fundamental change in 
the information set forth in the registration statement, the 
incorporation by reference of information required to be included in (A) 
and (B) above to be contained in periodic reports filed pursuant to 
Section 13 or 15(d) of the Securities Exchange Act of 1934 in the 
registration statement.

6.     Indemnification.

        (a)  The Trust shall indemnify the Selling Shareholders who 
participate in a registration from, against and in respect of all losses, 
claims, damages, liabilities, actions and costs and expenses in respect 
thereof (including reasonable attorney's fees) caused by any untrue 
statement or alleged untrue statement of a material fact relating to the 
Trust contained in the registration statement in which the Selling 
Shareholders' Registrable Shares are registered under the Securities Act, 
any preliminary or final Prospectus contained therein, or any amendment 
or supplement thereto, or caused by any omission or alleged omission 
required to be stated therein or necessary to make the statements 
therein, in light of the circumstances in which they were made, not 
misleading; provided, however, that if such losses, claims, damages, 
liabilities or actions are caused by any untrue statement or omission 
contained in information furnished to the Trust by a Selling Shareholder 
for use therein, the indemnification provided above shall be afforded the 
Trust by such Selling Shareholder.  The obligations under this paragraph 
6(a) shall survive the termination of this Agreement and the completion 
of any offering of Registrable Shares under this Agreement.

        (b)  Promptly after receipt by an indemnified party under this 
paragraph 6 of a notice of the commencement of any action (including any 
governmental action), such indemnified party will, if a claim in respect 
thereof is to be made against any indemnifying party under this 
Agreement, deliver to the indemnifying party a written notice of the 
commencement thereof and the indemnifying party shall have the right to 
participate in, and to the extent the indemnifying party so desires, 
jointly with any other indemnifying party similarly situated, to assume 
control of the defense thereof with counsel mutually satisfactory to the 
parties; provided, however, that an indemnified party shall have the 
right to retain its own counsel if, in the reasonable opinion of counsel 
for the indemnified party, representation of such indemnified party by 
the counsel retained by the indemnifying party would be inappropriate due 
to actual or potential differing interests between such indemnified party 
and any other party represented by such counsel in such proceedings; 
provided further however, that the indemnifying party shall be 
responsible for the fees and expenses of only one counsel for all 
indemnified parties.  The failure to deliver written notice to the 
indemnifying party within a reasonable time of the commencement of any 
such action shall relieve such indemnifying party of any liability to the 
indemnified party under this Agreement only to the extent prejudicial to 
the indemnifying party's ability to defend such action, and the omission 
so to deliver written notice to the indemnifying party will not relieve 
it of any liability that it may have to any indemnified party otherwise 
than under this Agreement.

        (c)  If the indemnification provided for in paragraph 6(a) is 
unavailable to an indemnified party with respect to any losses, claims, 
damages, actions, liabilities, costs or expenses referred to therein or 
is insufficient to hold the indemnified party harmless as contemplated 
therein, then the indemnifying party, in lieu of indemnifying such 
indemnified party, shall contribute to the amount paid or payable by such 
indemnified party as a result of such losses, claims, damages, actions, 
liabilities, costs or expenses in such proportion as is appropriate to 
reflect the relative fault of the Trust, on the one hand, and the Selling 
Shareholder, on the other hand, in connection with the statements of 
omissions which resulted in such losses, claims, damages, actions, 
liabilities, costs or expenses as well as any other relevant equitable 
considerations.  The relative fault of the Trust, on the one hand, and of 
the Selling Shareholder, on the other hand, shall be determined by 
reference to, among other factors, whether the untrue or alleged untrue 
statement of a material fact or omission to state a material fact relates 
to information supplied by the Trust or by the Selling Shareholder and 
the parties' relative intent, knowledge, access to information and 
opportunity to correct or prevent such statement or omission; provided, 
however, that in no event shall the obligation of any indemnifying party 
to contribute under this paragraph 6(c) exceed the amount that such 
indemnifying party would have been obligated to pay by way of 
indemnification if the indemnification provided for under paragraph 6(a) 
hereof had been available under the circumstances.  The Trust and the 
Selling Shareholders agree that it would not be just and equitable if 
contribution pursuant to this paragraph 6(c) were determined by pro rata 
allocation or by any other method of allocation that does not take 
account of the equitable considerations referred to in the immediately 
preceding paragraph.  Notwithstanding the provisions of this paragraph 
6(c), the Selling Shareholder shall not be required to contribute any 
amount in excess of the amount by which the gross proceeds from the sale 
of Shares of such Selling Shareholder exceeds the amount of any damages 
that such Selling Shareholder has otherwise been required to pay by 
reason of such untrue or alleged untrue statement or omission.  No 
indemnified party guilty of fraudulent misrepresentation (within the 
meaning of Section 11(f) of the Securities Act) shall be entitled to 
contribution from any indemnifying party who was not guilty of such 
fraudulent misrepresentation.

7.     Assignment.  The rights to have the Trust register Registrable 
Shares pursuant to this Agreement may be assigned by a Selling 
Shareholder to a transferee or assignee of all of such Selling 
Shareholder's Registrable Shares; provided, however, that the Trust, 
within a reasonable time after such transfer, is furnished with written 
notice of the name and address of such transferee or assignee and the 
Registrable Shares with respect to which such registration rights are 
being assigned, together with a written agreement executed by the 
transferee or assignee to be bound by the provisions of this Agreement; 
and provided further, that such assignment shall be effective only if 
immediately following such transfer, the further disposition of such 
Registrable Shares by the transferee or assignee is restricted under the 
Securities Act.

8.     Amendment and Waiver.  Any provision of this Agreement may be 
amended and the observance thereof may be waived only with the written 
consent of the Trust and the holders of a majority of the Selling 
Shareholders' Registrable Shares.  Failure of any party to exercise any 
right or remedy under this Agreement or otherwise, or delayed by a party 
in exercising such right or remedy, will not operate as a waiver thereof.

9.     Notices.  Notices required or permitted to be given hereunder 
shall be in writing and shall be deemed to be sufficiently given when 
personally delivered against receipt (including by overnight courier) or 
sent by registered mail, return receipt requested, addressed:

        (a)  if to the Trust:

             Liberty Property Trust
             Great Valley Corporate Center
             65 Valley Stream Parkway
             Malvern, Pennsylvania 19355
             Attention:  William G. Rouse III, Chairman

        with a copy to:

             Liberty Property Trust
             Great Valley Corporate Center
             65 Valley Stream Parkway
             Malvern, Pennsylvania 19355
             Attention:  James J. Bowes, General Counsel

        and

        (b)  if to a Selling Shareholder:

             Robert C. Lux
             APEX Asset Management Corporation
             600 South Highway 169, Suite 1970
             Minneapolis, MN  55426

        and

             Stewart R. Stender
             APEX Asset Management Corporation
             600 South Highway 169, Suite 1970
             Minneapolis, MN  55426

or at such other address as each party furnishes by notice given in 
accordance with this section.

10.     Governing Law.  This Agreement shall be enforced, governed by and 
construed in accordance with the laws of the Commonwealth of 
Pennsylvania, notwithstanding any conflicts of laws provisions to the 
contrary.

11.     Merger.  This Agreement constitutes the entire Agreement among 
the parties hereto with respect to the subject matter hereof, and there 
are no representations, promises, warranties or other undertakings other 
than those set forth or referred to herein.  This Agreement supersedes 
all prior agreements and understandings among the parties hereto with 
respect to the subject matter hereof.

12.     Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same document.

IN WITNESS WHEREOF, the Trust and the Selling Shareholders have caused 
this Agreement to be executed as of the date first shown above.

                          LIBERTY PROPERTY TRUST


                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 

                          THE SELLING SHAREHOLDERS



                          ------------------------------ 
                          Robert C. Lux


                          ------------------------------ 
                          Stewart R. Stender


                          330 Associates Inc.

                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 

                          NWBC Associates, Inc.


                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 


                          APEX Asset Management Corporation



                          By:
                               ------------------------------ 
                          Its: 
                               ------------------------------ 






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