REAL ESTATE PURCHASE AND SALE AGREEMENT




                                 BY AND BETWEEN




                     BIRMINGHAM FIELD OFFICE, LLC, AS SELLER




                                       AND




                        CLF FBI BIRMINGHAM LLC, AS BUYER




                              DATED: JULY 18, 2005

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                     REAL ESTATE PURCHASE AND SALE AGREEMENT

      THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("AGREEMENT") is made this 18
day of July, 2005 (the "EFFECTIVE Date") by and between BIRMINGHAM FIELD OFFICE,
LLC, a Missouri limited  liability  company  ("SELLER"),  and CLF FBI BIRMINGHAM
LLC, a Delaware limited liability company ("BUYER").

                              W I T N E S S E T H:
      In  consideration  of the mutual covenants and agreements set forth herein
the parties hereto do hereby agree as follows:

                                    ARTICLE 1
                                SALE OF PROPERTY

      Seller  agrees to sell,  transfer and assign and Buyer agrees to purchase,
accept and assume,  subject to the terms and conditions  stated  herein,  all of
Seller's right, title and interest in and to the following (herein  collectively
called the "PROPERTY"):

      1.1 REAL  PROPERTY.  That  certain  real  property  described in Exhibit A
      attached hereto and incorporated  herein by this reference,  together with
      all buildings,  improvements  and fixtures located thereon and all rights,
      privileges and appurtenances  pertaining thereto including all of Seller's
      right,  title and interest in and to all  rights-of-way,  open or proposed
      streets,  alleys,  easements,  strips  or gores of land  adjacent  thereto
      (herein collectively called the "REAL PROPERTY"); and

      1.2 PERSONAL  PROPERTY.  All tangible  personal  property  owned by Seller
      (excluding  any computer  software which either (a) is licensed to Seller,
      or (b) Seller deems proprietary), located on the Real Property and used in
      the ownership,  operation, management and maintenance of the Real Property
      and  all   nonconfidential   books,   records  and  files  (excluding  any
      appraisals,  strategic  plans for the Real  Property,  internal  analyses,
      marketing  information,  submissions  relating  to Seller's  obtaining  of
      corporate   authorization,   attorney   and   accountant   work   product,
      attorney-client   privileged  documents,   or  other  information  in  the
      possession or control of Seller or Seller's  property manager which Seller
      deems  proprietary)  relating to the Real  Property  (herein  collectively
      called the "PERSONAL PROPERTY"); and

      1.3 OTHER PROPERTY RIGHTS.  (a) Seller's interest as landlord in the lease
      for the tenant of the Real  Property  on the  Closing  Date (as defined in
      Section 6.1) as listed on Exhibit M (herein the  "LEASE");  and (b) if and
      to the extent assignable by Seller without any expense to Seller,  (i) all
      service,  supply,  maintenance,  utility and  commission  agreements,  all
      equipment leases, and all contracts,  subcontracts and agreements relating
      to  the  construction  of  any  unfinished  tenant  improvements  and  any
      additional service, supply,  maintenance or utility contracts entered into
      in  accordance  with the  terms of  Subsection  9.2.1  hereof  (all of the
      foregoing being herein collectively called the "CONTRACTS"),  and (ii) all
      licenses,  permits and other written authorizations necessary for the use,
      operation  or  ownership of the Real  Property or Personal  Property  (the
      rights and  interests  of Seller  described  in clauses  (a)  through  (b)
      hereinabove being herein collectively called the "OTHER PROPERTY RIGHTS").

                                    ARTICLE 2
                                 PURCHASE PRICE

      The  total  purchase  price to be paid by Buyer  for the  purchase  of the
Property is as more particularly set forth in a Supplemental  Agreement dated as
of the date  hereof  (the  "SUPPLEMENTAL  AGREEMENT")  between  Seller and Buyer
("PURCHASE PRICE"). The Purchase Price shall be paid in the following manner:

      2.1 DEPOSIT  MONEY.  Within  three (3) business  days after the  Effective
      Date, and as a condition precedent to the effectiveness of this Agreement,
      Buyer  shall  deposit  an amount set forth in the  Supplemental  Agreement
      ("INITIAL EARNEST MONEY") with First American Title Insurance Company, 633
      Third Avenue, New York, New York 10017,  Attention:  Bruce Clay, as escrow
      agent  ("ESCROW  AGENT").  If Buyer approves or is deemed to have approved
      the  Property as set forth in Section 4.2 of this  Agreement,  Buyer shall
      deposit  an  additional  amount  set forth in the  Supplemental  Agreement
      ("ADDITIONAL  EARNEST  MONEY") with Escrow Agent (the  Additional  Earnest
      Money and the Initial Earnest Money are collectively  hereinafter referred
      to as the "DEPOSIT").  The Deposit shall be nonrefundable except as herein
      provided.   The  Deposit   shall  be  deposited  by  Escrow  Agent  in  an
      interest-bearing  account, and any interest earned on the Deposit shall be
      considered a part of the Deposit.  Except as expressly otherwise set forth
      herein,  the Deposit  shall be applied  against the Purchase  Price on the
      Closing Date.

      2.2 CASH AT  CLOSING.  On the Closing  Date,  Buyer shall pay to Seller an
      amount  equal  to  the  Purchase  Price,  subject  to the  prorations  and
      adjustments  set forth in Article 5 or as  otherwise  provided  under this
      Agreement,  plus any other amounts required to be paid by Buyer at Closing
      (as  defined in  Section  6.1),  in  immediately  available  funds by wire
      transfer as more particularly set forth in Section 6.2.

                                    ARTICLE 3
                                  TITLE MATTERS

      3.1 TITLE TO REAL  PROPERTY.  Seller has  delivered to Buyer a preliminary
      title  report for the Real  Property,  together  with  copies of all items
      shown  as   exceptions   to  title  in  the   preliminary   title   report
      (collectively,  the  "TITLE  REPORT")  prepared  by First  American  Title
      Insurance  Company  ("TITLE  COMPANY").  Buyer has ordered and is awaiting
      receipt  of an ALTA  As-Built  survey  of the  Real  Property  ("SURVEY").
      Fifteen (15) business  days after Buyer's  receipt of the Title Report and
      Survey ("APPROVAL DATE"),  Buyer shall provide written notice to Seller of
      any matters shown by the Title Report or Survey which are not satisfactory
      to Buyer  ("TITLE  Notice").  In the event Buyer  disapproves  one or more
      items in the Title Notice  ("DISAPPROVED  EXCEPTIONS"),  then, within five
      (5) business  days after  receipt of the Title  Notice,  Seller may notify
      Buyer  in  writing  of  Seller's  election  to  cause  one or  more of the
      Disapproved  Exceptions  to be  eliminated  prior to the Closing  Date (as
      defined below), or, alternatively,

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      Seller may notify  Buyer in writing  that  Seller  does not intend to take
      action  to   eliminate   one  or  more  of  the   Disapproved   Exceptions
      (alternatively,  "SELLER'S  NOTICE").  Seller's  failure to timely deliver
      Seller's  Notice shall be deemed to  constitute  Seller's  election not to
      take action to eliminate  any of such  Disapproved  Exceptions.  Except as
      provided  below,  Seller  shall  have no  obligation  to cause  any of the
      Disapproved Exceptions to be eliminated.

      Within three (3)  business  days after the earlier to occur of (i) Buyer's
receipt of Seller's Notice specifying which  Disapproved  Exceptions Seller does
not intend to eliminate, or (ii) the date on which Seller last could have timely
delivered  Seller's  Notice,  Buyer shall have the right to accept  title to the
Real Property  subject to such Disapproved  Exceptions,  provided Buyer notifies
Seller in writing of such  acceptance  within such five (5) business day period.
Buyer's  failure to so notify  Seller  within such five (5)  business day period
shall be deemed  to  constitute  Buyer'  election  to  approve  the  Disapproved
Exceptions and to purchase the Property  subject to the Disapproved  Exceptions.
The term "Permitted  Exceptions"  shall  hereinafter  refer to (a) title matters
approved  or  deemed  approved  by  Buyer  pursuant  to  this   paragraph,   (b)
nondelinquent  real property  taxes,  (c) any  exceptions  caused by Buyer,  its
agents,  representatives or employees, (d) the printed terms and conditions in a
ALTA (or equivalent form customarily used in the jurisdiction where the Property
is located) Owner's  Extended  Coverage Title Insurance  Policy,  (e) applicable
zoning  and  building  ordinances  and land use  regulations  and (f) the Lease.
Notwithstanding  anything to the contrary,  except as may be expressly  provided
with respect to Buyer's  assumption of the existing bond  financing,  if any, in
all other instances,  Seller shall remove prior to the Closing Date, at Seller's
sole cost and  expense,  the lien of any deed of trust or  mortgage  encumbering
Seller's  interest  in the Real  Property  and the lien of any  delinquent  real
property taxes encumbering the Real Property. Prior to the Closing, Seller shall
provide to Title  Company an affidavit  stating the name of the single tenant of
the Real Property.  Notwithstanding  any provision to the contrary  contained in
this Agreement or any of the documents to be executed in connection  herewith or
pursuant hereto, any or all of the Permitted Exceptions may be omitted by Seller
in the Deeds (as  defined  in  Subsection  6.3(a))  without  giving  rise to any
liability  of  Seller,  irrespective  of any  covenant  or  warranty  of  Seller
contained in the Deeds (which  provisions  shall  survive the Closing and not be
merged therein).

            3.1.1  DISCHARGE OF TITLE  OBJECTIONS.  If on the Closing Date there
            are  any  Title  Objections  which  Seller  has  elected  to pay and
            discharge,  Seller  may use any  portion  of the  Purchase  Price to
            satisfy the same,  provided Seller shall either (a) deliver to Buyer
            at the Closing  instruments  in  recordable  form and  sufficient to
            cause such Title Objections to be released of record,  together with
            the cost of recording or filing such  instruments,  or (b) cause the
            Title Company to insure over the same,  without any additional  cost
            to Buyer,  whether such insurance is made available in consideration
            of payment, bonding, indemnity of Seller or otherwise.

      3.2 TITLE INSURANCE. At Closing, the Title Company shall issue to Buyer an
      ALTA  Owner's  Form of title  insurance  policy  in the form of the  Title
      Report  ("OWNER'S  TITLE  POLICY"),  in the amount of the Purchase  Price,
      insuring  that fee simple  title to the Real  Property  is vested in Buyer
      subject  only to the  Permitted  Exceptions.  Buyer  shall be  entitled to
      request that the Title Company provide such  endorsements  (or amendments)
      to the Owner's Title Policy as Buyer may reasonably require, provided that
      (a) such  endorsements  (or amendments)  shall be at no cost to, and shall
      impose no additional  liability on, Seller, (b) Buyer's  obligations under
      this  Agreement  shall not be conditioned  upon Buyer's  ability to obtain
      such  endorsements  and, if Buyer is unable to obtain  such  endorsements,
      Buyer shall  nevertheless be obligated to proceed to close the transaction
      contemplated by this Agreement ("TRANSACTION") without reduction of or set
      off against the Purchase  Price,  and (c) the Closing shall not be delayed
      as a result of Buyer's request.

                                   ARTICLE 4
                 BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY

      4.1  BUYER'S  INSPECTIONS  AND  DUE  DILIGENCE.  Buyer  acknowledges  that
      commencing  prior to the execution of this  Agreement and continuing for a
      period which will expire on July 8, 2005 ("DUE DILIGENCE  PERIOD"),  Buyer
      has  conducted,   and  shall  continue  to  conduct,   its   examinations,
      inspections,  testing,  studies and/or investigations (herein collectively
      called the "DUE  DILIGENCE") of the Property.  By way of example,  and not
      limitation,   the  Due  Diligence  shall  include  Buyer's  evaluation  of
      information   regarding  the  Property  and  such  documents  in  Seller's
      possession applicable to the Property,  including, but not limited to, the
      Title Report, the Survey, the Lease, the Contracts, the Property Documents
      (as defined in Subsection  6.3(l)),  the  environmental  reports listed on
      Exhibit B attached hereto and incorporated  herein by this reference,  and
      such other nonproprietary,  nonprivileged  reports,  documents,  books and
      records  which  pertain to the  Property as Buyer has deemed or shall deem
      necessary or  appropriate  (all of the  foregoing  documents  being herein
      collectively  called the  "DOCUMENTS").  Buyer shall not have the right to
      perform  any  invasive  testing of the  Property  without  Seller's  prior
      written  consent,  which  Seller may give or  withhold,  in Seller's  sole
      discretion.  In  connection  with  such  due  diligence,  subject  to  the
      limitations in Section 1.2, Seller shall deliver any documents  reasonably
      requested by Buyer and in the  possession  of Seller or Seller's  property
      manager, within three (3) business days following such request.

      4.2 TERMINATION OF AGREEMENT DURING DUE DILIGENCE  PERIOD. If Buyer is not
      satisfied,  in  Buyer's  sole  discretion,  with  the  results  of its Due
      Diligence  during  the Due  Diligence  Period,  Buyer may  terminate  this
      Agreement  by  written  notice  to  Seller  given in  accordance  with the
      provisions  of Section 14.9 hereof at any time prior to 5:00 p.m.  Central
      Time on the last day of the Due  Diligence  Period,  and,  in the event of
      such  termination,  neither  Seller  nor Buyer  shall  have any  liability
      hereunder  except  for  those  obligations  which  expressly  survive  the
      termination of this Agreement and Buyer shall be entitled to the return of
      the Deposit. In the event Buyer fails to terminate this Agreement prior to
      5:00 p.m. Central Time on the last day of the Due Diligence Period,  Buyer
      shall be deemed to have waived its rights to terminate  this  Agreement in
      accordance  with this  Article 4 and shall be  obligated  to  deliver  the
      Additional  Earnest Money to the Escrow Agent.  Subject to Seller's  prior
      approval, which shall not be unreasonably withheld or delayed, Buyer shall
      have the right after the expiration of the Due Diligence Period to conduct
      further  physical  examinations,   inspections,  testing,  studies  and/or
      investigations  regarding the Property, but such additional  examinations,
      inspections,  testing,  studies and/or investigations shall not extend the
      Due Diligence Period.

      4.3 BUYER'S  CERTIFICATE.  Buyer shall deliver to Seller at the Closing, a
      certificate  in the form of  Exhibit C attached  hereto  and  incorporated
      herein by this reference.

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                                    ARTICLE 5
                           ADJUSTMENTS AND PROBATIONS

      The following adjustments and proration shall be made at Closing:

      5.1 LEASE RENTALS AND EXPENSES. Subject to the provisions of this Section,
      Rent (as defined below) shall be prorated as of the Closing.  Seller shall
      be entitled to all Rents attributable to any period prior to and including
      the day on which the  Closing  occurs,  and Buyer shall be entitled to all
      Rent attributable to any period after the day on which the Closing occurs.
      "RENT" as used herein shall mean the fixed  monthly  rents and  escalation
      rents and any tax and operating  cost  reimbursements  due from the tenant
      under the Lease. Tax reimbursements  include, but are not limited to, real
      property tax  reimbursements.  Pursuant to the terms of the Lease, rent is
      paid  monthly,  in arrears.  At Closing,  Seller shall be entitled to, and
      receive a credit  for all  accrued  but  unpaid  Rent and  which  right to
      collect same shall be assigned to Buyer. In addition,  in the event Seller
      shall have paid any tax reimbursements  which remain due and unpaid by the
      tenant under the Lease,  Seller shall  receive at Closing a credit for any
      such tax  reimbursement  and which right to collect same shall be assigned
      to Buyer at Closing.  Seller's and Buyer's  rights and  obligations  under
      this section shall survive the Closing.

      5.2 TAXES.  Real estate taxes and assessments on the Property shall not be
      prorated as such costs are the  obligation  of the tenant  under the Lease
      and will be reimbursed  pursuant to the terms thereof.  Buyer shall accept
      the property subject to all non-delinquent taxes and assessments and shall
      subsequently  be responsible for the payment of same and collection of the
      reimbursement  from the tenant under the Lease. As provided in Section 5.1
      herein,  in the event  Seller  shall have paid any real  estate  taxes and
      assessments  on the Property and  submitted  same for  reimbursement  from
      tenant  pursuant to the terms of the Lease,  Seller shall receive a credit
      for  such  reimbursement  at  Closing  and  which  right to  collect  such
      reimbursement  shall be  assigned  to Buyer at  Closing.  Seller  shall be
      entitled to retain the full amount of any tax refund  received by Buyer or
      Seller after the Closing and attributable to a period prior to the Closing
      to the extent such refund is not owed to the tenant pursuant to the Lease.
      Buyer shall promptly  deliver the full amount of such tax refund to Seller
      if it is received by Buyer.

      5.3 UTILITIES.  Seller shall attempt to cause the utility and water meters
      to be read by the  applicable  utility  provider  on the day  prior to the
      Closing or as close to the  Closing as is possible if a reading on the day
      prior to the Closing cannot be obtained,  and shall be responsible for the
      cost of all  utilities  and water used  prior to that time,  except to the
      extent such utility charges are billed to and paid by tenants directly. To
      the  extent  utility  readings  cannot  be taken  on the day  prior to the
      Closing,  Buyer and Seller shall reasonably estimate what the readings are
      likely to have been as of the Closing  based on the actual  reading,  when
      the actual  reading  occurred and such  information as may be available to
      Buyer and Seller  relating to daily usage  rates.  Any security or service
      deposits  delivered  by  Seller to  utility  providers,  and any  interest
      required  to be paid  thereon,  shall be and remain the sole  property  of
      Seller, and any refund of such security deposits shall be made directly to
      Seller  except to the extent such deposits are assigned to Buyer by Seller
      in which case,  Buyer shall be debited and Seller  credited  the amount of
      such assigned deposits. On the Closing,  except to the extent such utility
      accounts  are in the name of the tenant,  Buyer  shall cause all  accounts
      with utility  companies to be changed to its name,  and all utility  bills
      for periods from and after the Closing shall be paid by Buyer.

      5.4 CLOSING COSTS.  Buyer shall pay (a) the cost of all  endorsements  and
      all premiums and charges of the Title Company for the Owner's Title Policy
      (b)  the  cost of  updating  the  Survey,  (c) all  recording  charges  in
      connection with the instruments by which Seller conveys the Property,  (d)
      one-half of all escrow  charges,  (e) all costs of Buyer's Due  Diligence,
      including fees due its  consultants  and attorneys,  (f) all lenders' fees
      related to any financing to be obtained by Buyer, if any, (g) all personal
      property  taxes  and (h) all  mortgage  registration  taxes  and any other
      recording fees, taxes or other expenses  applicable to any financing to be
      obtained by Buyer and the cost of all  endorsements  and all  premiums and
      charges of the Title  Company  for any Loan Title  Policy  relating to any
      financing  to be obtained by Buyer.  Seller  shall pay (a) one-half of all
      escrow  charges,  (b) all fees due its attorneys,  and (c) all documentary
      transfer  taxes  applicable  to the  transfer  of a  parcel  of  the  Real
      Property,  if any. The  obligations  of the parties under this Section 5.4
      shall  survive  the  Closing  (and not be merged  therein)  or any earlier
      termination of this Agreement.

      5.5 Intentionally Deleted.

      5.6 APPORTIONMENT  CREDIT.  In the event the  apportionments to be made at
      the Closing  result in a credit  balance  (i) to Buyer,  such sum shall be
      paid at the Closing by giving Buyer a credit against the Purchase Price or
      (ii) to Seller, Buyer shall pay the amount of the credit to Seller through
      escrow on the Closing in addition to the Purchase Price.

      5.7  DELAYED  ADJUSTMENT;   DELIVERY  OF  OPERATING  AND  OTHER  FINANCIAL
      STATEMENTS.  If at any time  following the Closing Date,  the amount of an
      item listed in any section of this  Article 5 shall prove to be  incorrect
      (whether as a result in an error in  calculation or a lack of complete and
      accurate  information  as of the  Closing),  the party in whose  favor the
      error was made shall  promptly pay to the other party the sum necessary to
      correct such error upon receipt of proof of such error, provided that such
      proof is  delivered  to the party  from whom  payment is  requested  on or
      before  eighteen (18) months after Closing (such period being  referred to
      herein as the "POST CLOSING ADJUSTMENT PERIOD"). In order to enable Seller
      to determine whether any such delayed adjustment is necessary, Buyer shall
      provide to Seller  current  operating  and  financial  statements  for the
      Property no later than the date one (1) month prior to the  expiration  of
      the  Post-Closing  Adjustment  Period  and at other  times  upon  Seller's
      written  request.  The  provisions  of this Section 5.7 shall  survive the
      Closing and not be merged therein.

      5.8 PURCHASE PRICE  ADJUSTMENT.  If the actual operating  expenses for the
      Property  for the first year of  operation,  as  verified  by the  current
      property manager (the "ACTUAL OPERATING  EXPENSES"),  are greater than the
      operating  expenses  set forth in the Argus run that was provided to Buyer
      by Seller  as set forth in  Exhibit O  attached  hereto  and  incorporated
      herein by this reference (the "ARGUS RUN OPERATING EXPENSES") by more than
      3%, the Purchase Price will be reduced by an amount equal to the amount by
      which Actual Operating Expenses exceed the Argus Run Operating Expenses by
      more than 3%, divided by a 7% capitalization rate. If the Actual Operating
      Expenses are less than the Argus Run  Operating  Expenses by more than 3%,
      the  Purchase  Price will be increased by an amount equal to the amount by
      which  Actual  Operating  Expenses  are less than the Argus Run  Operating
      Expenses by more than 3%, divided by a 7%  capitalization  rate. The first
      year of operation  shall be defined as the one year period  beginning  the
      earlier  of  (i)  The  receipt  of  an  Acceptance/Rent  Start  Letter  or
      Supplemental Lease Agreement executed by tenant; or (ii) the

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      issuance of a permanent  certificate  of occupancy for the  Property.  The
      reconciliation  of Actual  Operating  Expenses  and  Argus  Run  Operating
      Expenses for the purchase  price  adjustment  as set forth in this Section
      5.8 shall include only those expenses  specifically  itemized in the Argus
      Run  Operating  Expenses and such  additional  expenses that were incurred
      pursuant to the Lease.  Any  expenses not  identified  by line item in the
      Argus Run Operating  Expenses will not be included in a reconciliation  to
      calculate the purchase price  adjustment  unless such additional  expenses
      were incurred pursuant to the lease. As set forth in Section 9.1.4 of this
      Agreement,  CB  Richard  Ellis  and BC  Development  Company  will  act as
      property  managers for the Property (the "Property  Manager").  During the
      first year of operation of the Property,  Buyer will act in good faith and
      in a commercially  reasonable  manner and will not cause Annual  Operating
      Expenses to be increased in comparison to the Argus Run Operating Expenses
      by directing the Property  Manager to conduct  daily  business in a manner
      contrary to of the expenses  itemized in the Argus Run Operating  Expenses
      and those  expenses  required  in the  Lease.  During  the  first  year of
      operation  of  the  Property,  Seller  will  act  in  good  faith  an in a
      commercially  reasonable  manner  and  will  not  cause  Annual  Operating
      Expenses to be decreased in comparison to the Argus Run Operating Expenses
      by  directing  Property  Manager to  conduct  daily  business  in a manner
      contrary  to  those  requirements  under  the  Lease  and  those  expenses
      necessary to operate and maintain  the  building in a  first-class  office
      building.  If Buyer  causes  Annual  Operating  Expenses  to increase as a
      result of actions that are not consistent with those expenses  itemized in
      the  Argus  Run  Operating  Expenses  and those  expenses  that  should be
      incurred  pursuant  to the Lease,  such  resulting  amount of  increase in
      Annual Operating Expenses will not be included in a reconciliation for the
      purchase price adjustment.  If Seller causes Annual Operating  Expenses to
      decrease  as a result  of  actions  that  are not  consistent  with  those
      expenses  itemized in the Argus Run  Operating  Expenses,  or necessary to
      operate and maintain  the  building in a  first-class  office  manner,  or
      necessary  additional  expenses  that should be  incurred  pursuant to the
      Lease, such resulting amount of decrease in Annual Operating Expenses will
      not be included in a reconciliation for the purchase price adjustment.

                                    ARTICLE 6
                                     CLOSING

      Buyer and Seller hereby agree that the Transaction shall be consummated as
follows:

      6.1 CLOSING DATE. The Transaction  shall close July 22, 2005 (the "CLOSING
      DATE").  References  in this  Agreement to the  "CLOSING" or the "CLOSE OF
      ESCROW"  shall mean the date the deed  conveying  title to the Property to
      Buyer is recorded.  The Closing shall be conducted through the escrow with
      Escrow Agent. Time is of the essence with respect to the Closing Date.

      6.2 TITLE TRANSFER AND PAYMENT OF PURCHASE PRICE.  Provided all conditions
      precedent to Seller's  obligations  hereunder have been satisfied,  Seller
      agrees to convey title to the Real Property to Buyer upon  confirmation of
      receipt  of the  Purchase  Price by the Escrow  Agent as set forth  below.
      Provided all conditions  precedent to Buyer's  obligations  hereunder have
      been satisfied,  Buyer agrees to pay the amount  specified in Article 2 by
      timely  delivering  the same to the  Escrow  Agent no later than 1:00 p.m.
      Central Time on the Closing Date and unconditionally  directing the Escrow
      Agent to  deposit  the same in  Seller's  designated  account by 2:00 p.m.
      Central Time on the Closing  Date.  For each full or partial day after the
      Closing  Date that  Seller has not  received  in its  account  the payment
      specified  in Article 2, Buyer shall pay to Seller one (1) day's  interest
      on the unpaid  funds at the rate per annum  equal to the  "prime  rate" as
      announced  from time to time by The Wall Street  Journal.  Notwithstanding
      the foregoing,  provided  Seller is not in default,  Seller shall have the
      right to  terminate  this  Agreement  at any time if such  payment  is not
      received in Seller's  designated account within one (1) business day after
      the Closing Date.

      6.3 SELLER'S CLOSING DELIVERIES. At the Closing, Seller shall deliver or
      cause to be delivered the following:

      (a)   Deeds.  A deed  in  the  form  of  Exhibit  D  attached  hereto  and
            incorporated herein by this reference for each separate legal parcel
            of Real Property (collectively, the "DEEDS").

      (b)   Bill of  Sale.  A bill of sale in the  form of  Exhibit  E  attached
            hereto and incorporated herein by this reference.

      (c)   Assignment of Lease.  An assignment and assumption of the Lease,  in
            the form of Exhibit F attached  hereto  and  incorporated  herein by
            this reference ("ASSIGNMENT OF LEASE").

      (d)   Assignment  of  Contracts.  An  assignment  and  assumption  of  the
            Contracts and the Other Property  Rights (to the extent the same are
            not  transferred by the Deeds,  Bill of Sale or Assignment of Lease)
            in the form of Exhibit G attached hereto and incorporated  herein by
            this reference ("ASSIGNMENT OF CONTRACTS").

      (e)   Notice to  Tenant.  A single  form  letter in the form of  Exhibit H
            attached  hereto and  incorporated  herein by this  reference  which
            shall be sent by Buyer after  Closing to the tenant  under the Lease
            ("NOTICE TO TENANT").

      (f)   Novation Agreement Letter. A fully executed Novation Agreement
            Letter in the form of Exhibit I attached hereto and incorporated
            herein by this reference ("NOVATION AGREEMENT LETTER"), executed by
            the Contracting Officer of the United States Government. If Seller
            is unable to obtain a fully executed Novation Agreement Letter,
            Seller shall not be in default under this Agreement. If Seller is
            unable to obtain a fully executed Novation Agreement Letter, either
            party shall have the right to elect, as its sole and exclusive
            remedy, to terminate this Agreement by written notice to the other
            party, promptly after which the Deposit shall be returned to Buyer.

      (g)   Non-Foreign Status Affidavit.  A non-foreign status affidavit in the
            form of Exhibit J attached  hereto and  incorporated  herein by this
            reference, as required by Section 1445 of the Internal Revenue Code.

                                        5
<PAGE>

      (h)   Seller's Certificate.  The certificate of Seller certifying that the
            matters  set forth in Section  8.2 are still true and correct in all
            material respects.

      (i)   Other Documents.  Such other documents as may be reasonably required
            by the Title Company or as may be agreed upon by Seller and Buyer to
            consummate the Transaction;  provided,  however, Seller shall not be
            obligated to incur any cost or subject  itself to any  liability not
            contemplated by this Agreement in order to provide such documents.

      (j)   Termination  of  Existing  Management  Agreement.  Documentation  of
            termination  of any  existing  management  agreement  for  the  Real
            Property.

      (k)   Statement of Lease. Buyer shall have received not later than five
            days prior to the Closing Date, an executed statement of lease (the
            "STATEMENT") from tenant in the form which tenant is required to
            provide pursuant to the terms of the Lease. The Statement shall be
            dated no earlier than thirty (30) days prior to the initially
            scheduled Closing Date and shall be substantially in the form of
            Exhibit K attached hereto and incorporated herein by this reference.
            The Statement shall be executed by the Contracting Officer (as
            defined in the Lease) in the form of a letter stating that: (i) the
            Lease is in full force and effect, (ii) the date to which the rent
            and other charges have been paid in advance, if any, and (iii)
            whether any notice of default has been issued. The Statement shall
            be subject to the following conditions: (i) that the Statement is
            based solely on a reasonably diligent review of the Contracting
            Officer's lease file as of the date of issuance, (ii) that the
            Government (as defined in the Lease) shall not be held liable
            because of any defect in or condition of the premises or building,
            (iii) that the Contracting Officer does not warrant or represent
            that the premises or building comply with applicable Federal, State
            and local law and (iv) that the Lessor (as defined in the Lease) and
            any prospective purchaser, including Buyer, are deemed to have
            constructive notice of such facts as would be ascertainable by
            reasonable pre-purchase and pre-commitment inspection of the
            premises and building and by inquiry to appropriate Federal, State
            and local government officials.

      (l)   Property Documents. To the extent in the possession of Seller or the
            current property  managers of Seller,  all books and records subject
            to the limitations set forth in Section 1.2, relating exclusively to
            the operation  and  management  of the Property  (collectively,  the
            "PROPERTY DOCUMENTS").

      (m)   Keys and Original Documents.  Keys to all locks on the Real Property
            in Seller's or Seller's building manager's  possession and originals
            or, if  originals  are not  available,  copies,  of the  Leases  and
            Contracts.

      The  items to be  delivered  by  Seller  in  accordance  with the terms of
Subsections (a) through (j) of this Section 6.3 shall be delivered to the Escrow
Agent no later than 5:00 p.m. Central Time on the last business day prior to the
Closing Date. The estoppel certificate  described in Section (k) of this Section
6.3 shall be delivered in accordance with Section (k). The items to be delivered
by  Seller  in  accordance  with the  terms of  Subsections  (l) and (m) of this
Section 6.3 shall be delivered  outside of escrow and shall be deemed  delivered
if the same are located at the  Property on the Closing Date or if they are made
available  to Buyer for pick up at  Seller's  main  offices  or at the office of
Seller's current property manager.

      6.4 BUYER'S CLOSING DELIVERIES. At the Closing, Buyer shall deliver or
      cause to be delivered to Seller the following:

      (a)   Purchase Price.  The Purchase Price, as adjusted for  apportionments
            and other adjustments required under this Agreement,  plus any other
            amounts required to be paid by Buyer at Closing.

      (b)   Assignment  of  Lease.   The   Assignment  of  Lease   executed  and
            acknowledged by Buyer.

      (c)   Assignment of Contracts.  The  Assignment of Contracts  executed and
            acknowledged by Buyer.

      (d)   Buyer's  Certificates.  The  certificate  of  Buyer  required  under
            Article 4 hereof and a  certificate  of Buyer  certifying  as to the
            matters set forth in Section 8.1.

      (e)   Property Management Agreement. The Property Management Agreement (as
            hereinafter  defined  in  Article  9) with CB  Richard  Ellis and BC
            Development Company executed and acknowledged by Buyer.

      (f)   Other Documents.  Such other documents as may be reasonably required
            by the Title  Company  or may be agreed  upon by Seller and Buyer to
            consummate the Transaction.

      The Purchase  Price shall be paid in accordance  with the terms of Section
6.2 hereof and the items to be delivered by Buyer in  accordance  with the terms
of  Subsections  (b) through (f) of this  Section 6.4 shall be  delivered to the
Escrow Agent no later than 5:00 p.m. Central Time on the last business day prior
to the Closing Date.

                                    ARTICLE 7
                              CONDITIONS TO CLOSING

      7.1 SELLER'S OBLIGATIONS. Seller's obligation to close the Transaction is
      conditioned on all of the following, any or all of which may be waived by
      Seller by an express written waiver, at its sole option:

                                        6
<PAGE>

      (a)   Representations  True. All  representations  and warranties  made by
            Buyer in this  Agreement  shall be true and correct in all  material
            respects on and as of the Closing Date, as if made on and as of such
            date except to the extent they expressly relate to an earlier date;

      (b)   Buyer's  Financial  Condition.  No  petition  has  been  filed by or
            against Buyer under the Federal Bankruptcy Code or any similar state
            or federal Law, whether now or hereafter existing; and

      (c)   Buyer's  Deliveries  Complete.  Buyer shall have delivered the funds
            required  hereunder and all of the documents to be executed by Buyer
            set forth in Section 6.4 and shall have performed all other material
            covenants,  undertakings  and  obligations,  and  complied  with all
            conditions  required by this Agreement,  to be performed or complied
            with by Buyer at or prior to the Closing.

      (d)   Buyer Closing on All Portfolio Contracts. Buyer or affiliates of
            Buyer shall be obligated to simultaneously Close the acquisition of
            300 Minnesota Avenue, Kansas City, Kansas 66101, and 8660 South
            Sandy Parkway, Sandy, Utah 84070, and 1100 18th Street North,
            Birmingham, Alabama 35203, and 1029 Camino La Costa, Austin, Texas
            78752 (collectively along with the Property referred to as the
            "Portfolio Properties") under separate Real Estate Purchase and Sale
            Agreements with entities affiliated with Seller (collectively along
            with this Agreement the "Portfolio Agreements"). The parties agree
            that the Buyer shall have no right to elect to purchase less than
            all of the Portfolio Properties pursuant to the Portfolio
            Agreements. The parties further agree that any determination by
            Buyer or any other purchaser under any of the Portfolio Agreements
            to not acquire any of the Portfolio Properties shall be deemed to be
            a determination by Buyer not to acquire the Property.

      7.2 BUYER'S  OBLIGATIONS.  Buyer's  obligation to close the Transaction is
      conditioned on all of the following,  any or all of which may be waived by
      Buyer by an express written waiver, at its sole option:

      (a)   Representations  True. Subject to the provisions of Section 8.3, all
            representations and warranties made by Seller in this Agreement,  as
            the same may be amended as  provided in Section  8.3,  shall be true
            and correct in all material  respects on and as of the Closing Date,
            as if made on and as of such  date  except to the  extent  that they
            expressly relate to an earlier date; and

      (b)   Title Conditions Satisfied. At the time of the Closing, title to the
            Property shall be as provided in Article 3 of this Agreement; and

      (c)   Seller's Deliveries Complete. Seller shall have delivered all of the
            documents and other items required pursuant to Section 6.3 and shall
            have  performed  all  other  material  covenants,  undertakings  and
            obligations,  and  complied  with all  conditions  required  by this
            Agreement, to be performed or complied with by Seller at or prior to
            the Closing.

      (d)   No Lease Default. No default has occurred or is continuing under the
            Lease.

      (e)   Certificate   of   Occupancy.   Seller   shall  obtain  a  permanent
            Certificate of Occupancy.

      (f)   Parking  Space  Requirement.   Seller  shall  stripe  an  additional
            thirty-two (32) spaces in the existing paved parking garage.

      7.3 WAIVER OF FAILURE OF CONDITIONS PRECEDENT.  At any time or times on or
      before the date specified for the satisfaction of any condition, Seller or
      Buyer may elect in writing to waive the benefit of any such  condition set
      forth  in  Section  7.1 or  Section  7.2,  respectively.  By  closing  the
      Transaction, Buyer shall be conclusively deemed to have waived the benefit
      of any remaining  unfulfilled  conditions set forth in Section 7.2. In the
      event any of the  conditions  set forth in Sections 7.1 or 7.2 are neither
      waived nor fulfilled,  Seller or Buyer (as  appropriate) may exercise such
      rights and remedies permitted by the terms of Article 10 hereof.

      7.4 APPROVALS NOT A CONDITION TO BUYER'S  PERFORMANCE.  Subject to Buyer's
      right to  terminate  this  Agreement  prior to the  expiration  of the Due
      Diligence  Period in accordance with the terms of Article 4 hereof,  Buyer
      acknowledges  and  agrees  that  its  obligation  to  perform  under  this
      Agreement  is not  contingent  upon  Buyer's  ability  to  obtain  any (a)
      governmental or quasi governmental approval of changes or modifications in
      use or zoning,  or (b)  modification of any existing land use restriction,
      or (c)  consents  to  assignments  of any  service  contracts,  management
      agreements or other agreements  which Buyer requests,  or (d) endorsements
      to the Owner's Title Policy.

                                    ARTICLE 8
                         REPRESENTATIONS AND WARRANTIES

      8.1 BUYER'S REPRESENTATIONS. Buyer represents and warrants to, and
      covenants with, Seller as follows:

            8.1.1  Buyer's  Authorization.  Buyer  (a)  is  duly  organized  (or
            formed),  validly  existing and in good  standing  under the laws of
            Delaware (b) is authorized to consummate the Transaction and fulfill
            all  of  its   obligations   hereunder   and  under  all   documents
            contemplated  hereunder  to be  executed  by Buyer,  and (c) has all
            necessary  power to  execute  and  deliver  this  Agreement  and all
            documents  contemplated  hereunder  to be executed by Buyer,  and to
            perform  all of  its  obligations  hereunder  and  thereunder.  This
            Agreement and all documents contemplated hereunder to be executed by
            Buyer,  have been duly  authorized by all requisite  partnership  or
            corporate  action on the part of Buyer and are the valid and legally
            binding  obligations of Buyer,  enforceable in accordance with their
            respective  terms.  Neither  the  execution  and  delivery  of  this
            Agreement and all documents contemplated hereunder to be executed by
            Buyer, nor the performance of the

                                        7
<PAGE>

            obligations  of Buyer  hereunder  or  thereunder  will result in the
            violation  of  any  Law  or  any   provision  of  the  agreement  of
            partnership  of Buyer will  conflict with any order or decree of any
            court or governmental  instrumentality  of any nature by which Buyer
            is bound.

            8.1.2 Buyer's Financial Condition.  No petition has been filed by or
            against Buyer under the Federal Bankruptcy Code or any similar state
            or federal Law.

      8.2 SELLER'S REPRESENTATIONS. Seller represents and warrants to Buyer as
      follows:

            8.2.1  Seller's  Authorization.  Seller  (a) is duly  organized  (or
            formed), validly existing and in good standing under the laws of its
            State  of  organization  and the  State  in which  the  Property  is
            located, (b) is authorized to consummate the Transaction and fulfill
            all  of  its   obligations   hereunder   and  under  all   documents
            contemplated  hereunder  to be executed  by Seller,  and (c) has all
            necessary  power to  execute  and  deliver  this  Agreement  and all
            documents  contemplated  hereunder  to be  executed by Seller and to
            perform its obligations hereunder and thereunder. This Agreement and
            all documents  contemplated  hereunder to be executed by Seller have
            been duly  authorized by all requisite  action on the part of Seller
            and  are  the  valid  and  legally  binding   obligation  of  Seller
            enforceable in accordance with their respective  terms.  Neither the
            execution   and  delivery  of  this   Agreement  and  all  documents
            contemplated  hereunder to be executed by Seller nor the performance
            of the obligations of Seller  hereunder or thereunder will result in
            the  violation of any Law or will  conflict with any order or decree
            of any court or governmental  instrumentality of any nature by which
            Seller is bound.

            8.2.2 Other Seller's Representations:

            (a)   To Seller's knowledge,  except as listed in Exhibit L attached
                  hereto  and  incorporated  herein  by  this  reference,  or as
                  disclosed in the due diligence  information provided by Seller
                  to Buyer during the Due Diligence Period,  Seller has not been
                  served  with a  complaint  in any  legal  action  which  would
                  adversely affect the Property after the Closing.

            (b)   Exhibit L  attached  hereto is a true,  correct  and  complete
                  listing of all Contracts and as of the date of this Agreement,
                  Seller has not entered into any service,  supply,  maintenance
                  or utility  contracts  affecting the Property  which cannot be
                  terminated on thirty (30) days' advance  written  notice other
                  than Exhibit L.

            (c)   To Seller's knowledge,  except as listed on Exhibit L attached
                  hereto,  or as  disclosed  in the  due  diligence  information
                  provided by Seller to Buyer during the Due  Diligence  Period,
                  as of the  Effective  Date,  Seller  has  received  no written
                  notice from a federal, state or local governmental agency that
                  the Property is as of the date of this  Agreement in violation
                  of a law, code or ordinance.

            (d)   As of the  date of this  Agreement,  the  only  tenant  of the
                  Property is the tenant listed in Exhibit M attached hereto and
                  incorporated herein by this reference.

            (e)   Subject to the matters disclosed in the Statement, the Lease
                  is in full force and effect and, to Seller's knowledge, no
                  uncured breach or default exists on the part of the lessee
                  thereunder, nor has any written or oral notice been received
                  by Seller alleging any potential or alleged defaults by
                  landlord thereunder, no rent called for under the Lease has
                  been paid in advance of its due date and the lessee thereunder
                  is not asserting, to Seller's knowledge, any claim of off-set
                  or other defense in respect of its or the landlord's
                  obligations under the Lease.

            (f)   There are no leasing  commissions  due in connection  with the
                  execution of the Lease or due in  connection  with any renewal
                  or extension of the Lease.

            8.2.3 No Other Agreements. Seller has not entered into any currently
                  effective  agreement  to sell or dispose of all or any portion
                  of  its  interest  in and to the  Property  (except  for  this
                  Agreement  and any  options  to  purchase  the  Property  or a
                  portion thereof that may be contained in any of the Leases).

      8.3 GENERAL PROVISIONS.

            8.3.1 Intentionally Deleted.

            8.3.2  Definition of "Seller's  Knowledge".  All  references in this
            Agreement to "SELLER'S  KNOWLEDGE" or words of similar  import shall
            refer  only to the actual  knowledge  of Cathy  Howard  ("DESIGNATED
            EMPLOYEE")  and shall not be construed to refer to the  knowledge of
            any other  officer,  agent or  employee  of Seller or any  affiliate
            thereof or to impose or have  imposed upon the  Designated  Employee
            any duty to investigate the matters to which such knowledge,  or the
            absence  thereof,  pertains,  including,  but not  limited  to,  the
            contents of the files,  documents and materials made available to or
            disclosed  to  Buyer or the  contents  of  files  maintained  by the
            Designated  Employee.  There shall be no personal  liability  on the
            part of the Designated  Employee arising out of any  representations
            or warranties made herein.

            8.3.3 Seller's  Representations  Deemed Modified. To the extent that
            Buyer knows or is deemed to know prior to the  expiration of the Due
            Diligence  Period that Seller's  representations  and warranties are
            inaccurate, untrue or incorrect in any way, such representations and
            warranties shall be deemed modified to reflect Buyer's  knowledge or
            deemed  knowledge,  as  the  case  may  be.  For  purposes  of  this
            Agreement, (a) Buyer shall be "deemed to know" of the existence of a
            fact or circumstance to the extent that such fact or circumstance is
            disclosed by this Agreement, the Documents, any estoppel certificate
            executed by any tenant of the  Property and  delivered to Buyer,  or
            any

                                        8
<PAGE>

            studies, tests, reports, or analyses prepared by or for Buyer or any
            of its employees,  agents,  representatives or attorneys (all of the
            foregoing   being   herein    collectively   called   the   "BUYER'S
            REPRESENTATIVES")   or  otherwise   obtained  by  Buyer  or  Buyer's
            Representatives discloses such fact or circumstance to Buyer and (b)
            Buyer  shall be "deemed to know" that a  representation  or warranty
            was  untrue,  inaccurate  or  incorrect  to  the  extent  that  this
            Agreement,  the Documents,  any estoppel certificate executed by any
            tenant  of the  Property  and  delivered  to Buyer,  or any  Buyer's
            Representatives,   or   otherwise   obtained  by  Buyer  or  Buyer's
            Representatives contains information which is inconsistent with such
            representation or warranty.

            8.3.4  Notice  of  Breach;  Seller's  Right  to Cure.  If after  the
            expiration  of the Due  Diligence  Period but prior to the  Closing,
            Buyer or any Buyer's  Representative  obtains actual  knowledge that
            any of the  representations  or warranties made herein by Seller are
            untrue, inaccurate or incorrect in any material respect, Buyer shall
            give Seller  written notice thereof within five (5) business days of
            obtaining such knowledge (but, in any event,  prior to the Closing).
            If at or prior to the Closing,  Seller obtains actual knowledge that
            any of the  representations  or warranties made herein by Seller are
            untrue,  inaccurate  or incorrect in any  material  respect,  Seller
            shall give Buyer  written  notice  thereof  within five (5) business
            days of obtaining  such knowledge  (but, in any event,  prior to the
            Closing).  In either such event, Seller shall have the right to cure
            such  misrepresentation  or  breach  and  shall  be  entitled  to  a
            reasonable  adjournment  of the Closing  (not to exceed  ninety (90)
            days) for the  purpose of such cure.  If Seller is unable to so cure
            any  misrepresentation or breach, then Buyer, as its sole remedy for
            any and all such materially untrue, inaccurate or incorrect material
            representations or warranties,  shall elect either (a) to waive such
            misrepresentations or breaches of representations and warranties and
            consummate  the  Transaction  without  any  reduction  of or  credit
            against the Purchase  Price,  or (b) to terminate  this Agreement by
            written  notice given to Seller on the Closing  Date, in which event
            this  Agreement  shall be terminated , the Deposit shall be returned
            to Buyer, Seller shall reimburse Buyer for all reasonable legal fees
            and the costs of third party  reports,  not to exceed  $50,000  and,
            thereafter,   neither  party  shall  have  any  further   rights  or
            obligations  hereunder except as provided in any section hereof that
            by its terms expressly  provides that it survives any termination of
            this Agreement.  If any such  representation  or warranty is untrue,
            inaccurate or incorrect  but is not untrue,  inaccurate or incorrect
            in any  material  respect,  Buyer  shall be  deemed  to  waive  such
            misrepresentation or breach of warranty, and Buyer shall be required
            to  consummate  the  Transaction  without any reduction of or credit
            against the Purchase Price. The untruth, inaccuracy or incorrectness
            of a  representation  or warranty  shall be deemed  material only if
            Buyer's aggregate damages resulting from the untruth,  inaccuracy or
            incorrectness  of any  of  the  representations  or  warranties  are
            reasonably  estimated  to exceed an amount in excess of One  Hundred
            Thousand  and No/100  ($100,000.00)  Dollars.  A default of Seller's
            representation under Section 8.2.2(e) shall be deemed material.

            8.3.5   Survival;    Limitation   on   Seller's    Liability.    The
            representations  and warranties  made by Seller in Section 8.2 shall
            survive the  Closing  and not be merged  therein for a period of one
            hundred  eighty  (180) days and Seller shall only be liable to Buyer
            hereunder for a breach of a representation  and warranty made herein
            or in any of the  documents  executed by Seller at the Closing  with
            respect  to  which a claim  is made by Buyer  against  Seller  on or
            before  the two  hundred  tenth  (210t)  day  after  the date of the
            Closing. Anything in this Agreement to the contrary notwithstanding,
            the maximum  aggregate  liability of Seller for Seller's breaches of
            representations  and warranties herein or in any documents  executed
            by Seller at Closing (including, but not limited to, any of Seller's
            representation  letters  delivered  pursuant to Subsection  6.3 (j))
            shall  be   limited   as  set  forth  in   Section   14.15   hereof.
            Notwithstanding the foregoing, however, if the Closing occurs, Buyer
            hereby  expressly  waives,  relinquishes  and  releases any right or
            remedy  available to it at law, in equity or under this Agreement to
            make a claim against Seller for damages that Buyer may incur,  or to
            rescind this Agreement and the Transaction,  as the result of any of
            Seller's  representations or warranties being untrue,  inaccurate or
            incorrect  if  (a)  Buyer  knew  or is  deemed  to  know  that  such
            representation  or warranty was untrue,  inaccurate  or incorrect at
            the time of the Closing,  or (b) Buyer's damages as a result of such
            representations or warranties being untrue,  inaccurate or incorrect
            are  reasonably  estimated to aggregate less than an amount equal to
            One Hundred Thousand and No/100 ($100,000.00) Dollars.

                                    ARTICLE 9
                                    COVENANTS

      9.1 BUYER'S COVENANTS. Buyer hereby covenants as follows:

            9.1.1  Confidentiality.  Buyer  acknowledges  that  any  information
            heretofore  or  hereafter  furnished  to Buyer  with  respect to the
            Property  has been and will be so furnished  on the  condition  that
            Buyer maintain the confidentiality thereof. Accordingly, Buyer shall
            hold,  and shall cause its directors,  officers and other  personnel
            and representatives to hold, in strict confidence,  and not disclose
            to any other  person  without  the prior  written  consent of Seller
            until  the  Closing  shall  have  been   consummated,   any  of  the
            information  in  respect  of the  Property  delivered  to or for the
            benefit  of Buyer  whether  by  agents,  consultants,  employees  or
            representatives  of  Buyer  or by  Seller  or  any  of  its  agents,
            representatives  or  employees,  including,  but not limited to, any
            information  heretofore  or  hereafter  obtained  by Buyer or any of
            Buyer's Representatives in connection with any studies, inspections,
            testings  or  analyses  conducted  by  Buyer  as  part  of  its  due
            diligence. In the event the Closing does not occur or this Agreement
            is terminated,  Buyer shall promptly  return to Seller all copies of
            documents  delivered  by  Seller  to  Buyer  containing  any of such
            information without retaining any copy thereof or extract therefrom.
            Notwithstanding  anything  to the  contrary  hereinabove  set forth,
            Buyer may disclose such  information (i) on a need-to-know  basis to
            its employees, consultants, members of professional firms serving it
            or  potential  lenders,  and  (ii) as any  governmental  agency  may
            require in order to comply with applicable municipal,  county, state
            or federal statutes,  codes, ordinances,  laws, rules or regulations
            (herein   collectively  called  "LAWS").   The  provisions  of  this
            Subsection 9.1.1 shall survive any termination of this Agreement.

            9.1.2 Buyer's Indemnity; Delivery of Reports. Buyer hereby agrees to
            indemnify,  defend,  and  hold  Seller  free and  harmless  from and
            against any and all costs, losses, damages and expenses, of any kind
            or nature whatsoever (including reasonable attorneys' fees and costs
            but excluding punitive damages) arising out of or resulting from the
            breach of the terms of  Subsection  9.1.1 or the  entry  and/or  the
            conduct of  activities  upon the Property by Buyer or any of Buyer's
            Representatives  in connection with the  inspections,  examinations,
            testings and  investigations  of the Property  conducted at any time
            prior to the Closing, which indemnity shall survive the Closing (and
            not be merged therein) or any earlier termination of this Agreement.
            Buyer shall  deliver  promptly  to Seller  copies of all third party
            reports commissioned by or on behalf of Buyer evidencing the results
            of tests, studies or inspections of the Property.

                                        9
<PAGE>

            9.1.3 Limit on Government Contacts. Notwithstanding any provision in
            this  Agreement  to the  contrary,  except  in  connection  with the
            preparation  of a  so-called  "Phase I"  environmental  report  with
            respect to the  Property,  Buyer shall not contact any  governmental
            official or representative  regarding  Hazardous Materials on or the
            environmental  condition  of the  Property  without  Seller's  prior
            written  consent  thereto,  which consent shall not be  unreasonably
            withheld.  In  addition,  if Seller's  consent is obtained by Buyer,
            Seller  shall be  entitled  to  receive at least five (5) days prior
            written notice of the intended  contact and to have a representative
            present  when  Buyer  has any such  contact  with  any  governmental
            official or  representative.  As used  herein,  the term  "HAZARDOUS
            MATERIAL" shall mean any substance, chemical, waste or material that
            is or becomes regulated by any federal,  state or local governmental
            authority  because of its toxicity,  infectiousness,  radioactivity,
            explosiveness, ignitability, corrosiveness or reactivity, including,
            without limitation,  asbestos or any substance  containing more than
            0.1   percent   asbestos,   the   group   of   compounds   known  as
            polychlorinated biphenyls,  flammable explosives,  oil, petroleum or
            any refined petroleum product.

            9.1.4 Property Management  Agreement.  Buyer agrees that Buyer shall
            enter into a Property Management Agreement with CB Richard Ellis and
            BC  Development  Company for the  management  of the Property  after
            Closing in accordance with Property  Management  Agreement  attached
            hereto as Exhibit N and incorporated herein by reference.

            9.1.5 No Contact with  Tenant.  Buyer agrees not to make any contact
            with the tenant of the Property  without  first  obtaining the prior
            written  consent of Seller.  In  addition,  if  Seller's  consent is
            obtained by Buyer, Seller shall be entitled to receive at least five
            (5) days prior written notice of the intended  contact and to have a
            representative  present  when  Buyer has any such  contact  with the
            tenant.

      9.2 SELLER'S COVENANTS. Seller hereby covenants as follows:

            9.2.1  Service  Contracts.  Without  Buyer's  prior  consent,  which
            consent shall not be unreasonably withheld,  between the date hereof
            and the Closing  Date Seller  shall not  extend,  renew,  replace or
            modify any Contract  unless such contract (as so extended,  renewed,
            replaced or modified) can be terminated by the owner of the Property
            without penalty on not more than thirty (30) days' notice.

            9.2.2  Maintenance  of  Property.  Except  to the  extent  Seller is
            relieved of such obligations by Article 11 hereof,  between the date
            hereof and the Closing  Date,  Seller  shall  maintain  and keep the
            Property in a manner  consistent  with Seller's past  practices with
            respect to the Property; provided, however, that, subject to Buyer's
            right to terminate this Agreement prior to the expiration of the Due
            Diligence  Period in accordance  with the terms of Article 4 hereof,
            Buyer hereby  agrees that it shall  accept the Property  subject to,
            and Seller shall have no obligation to cure,  (i) any  violations of
            Laws,  and (ii) any  physical  conditions  which  would give rise to
            violations  of Laws,  which,  with  respect to both  clauses (i) and
            (ii), exist on the last day of the Due Diligence Period and of which
            Buyer has actual knowledge.  Between the date hereof and the Closing
            Date, Seller will advise Buyer of any written notice Seller receives
            after  the  date  hereof  from  any  governmental  authority  of the
            violation  of  any  Laws  regulating  the  condition  or  use of the
            Property.

            9.2.3  Access to  Property.  Between the date hereof and the Closing
            Date, Seller shall allow Buyer or Buyer's  representatives access to
            the  Property  upon  reasonable  prior  notice at  reasonable  times
            provided (a) such access does not  interfere  with the  operation of
            the Property or the rights of the tenant;  (b) after the  expiration
            of the Due Diligence Period, Buyer shall not be permitted to perform
            any further  testing or other  physical  evaluation  of the Property
            prior to Closing  except with Seller's  prior written  consent;  (c)
            Seller  or its  designated  representative  shall  have the right to
            pre-approve,  in Seller's sole discretion, and be present during any
            physical  testing of the  Property;  and (d) Buyer shall  return the
            Property  to  the  condition   existing  prior  to  such  tests  and
            inspections.

            9.2.4 Within five (5) business days  following  the Effective  Date,
            Seller shall submit a request to the Contracting  Officer to execute
            and  deliver a  Statement.  Seller  shall use good faith  efforts to
            obtain such Statement from the Contracting Officer.

            9.2.5 Seller shall,  without  incurring any expense,  cooperate with
            efforts of Buyer to obtain any title related  estoppel  certificates
            that Buyer may require.

      9.3 MUTUAL COVENANTS.

            9.3.1 Publicity. Seller and Buyer each hereby covenant that prior to
            and after the Closing neither Seller nor Buyer shall issue any press
            release  or public  statement  (a  "RELEASE")  with  respect  to the
            Transaction  without the prior  consent of the other,  which consent
            may be granted or withheld in the sole discretion of Seller,  except
            to the extent  required by applicable Law. If either Seller or Buyer
            is required by applicable Law to issue a Release,  such party shall,
            at least two (2)  business  days prior to the  issuance of the same,
            deliver a copy of the  proposed  Release to the other  party for its
            review.

            9.3.2 Broker.  Seller and Buyer expressly acknowledge that Gary Carr
            and Russell Ingrum of CB Richard Ellis,  Inc.  ("BROKER") have acted
            as the  exclusive  broker with respect to the  Transaction  and with
            respect to this  Agreement,  and that Seller shall pay the brokerage
            commission due to Broker in accordance  with the separate  agreement
            between  Seller  and  Broker  if  this  Transaction  closes  but not
            otherwise,  anything  to  the  contrary  in the  separate  agreement
            between Seller and Broker  notwithstanding (it being understood that
            the payment of the Purchase  Price to Seller and the  performance of
            all of  Buyer's  obligations  hereunder  to  Seller  are  conditions
            precedent to Seller's obligation to pay any brokerage commission due
            Broker under the separate  agreement between Seller and Broker).  By
            its execution hereof,  Broker acknowledges that Cathy Howard and Jon
            Walker  (collectively the "PARTICIPATING  BROKER") are participating
            brokers and Broker shall pay the Participating  Broker in accordance
            with the separate agreement between Broker and Participating  Broker
            if this Transaction closes but not otherwise.  Seller agrees to hold
            Buyer  harmless  and  indemnify  Buyer from and  against any and all
            damages,   costs  or  expenses  (including,   but  not  limited  to,
            reasonable attorneys' fees and disbursements) suffered by Buyer as a
            result of any claims by any party  (other than  Broker)  claiming to
            have   represented   Seller  as  broker  in   connection   with  the
            Transaction.  Buyer  agrees to hold Seller  harmless  and  indemnify
            Seller  from and  against  any and all  damages,  costs or  expenses
            (including, but not limited to, reasonable attorneys'

                                       10
<PAGE>

            fees and disbursements) suffered by Seller as a result of any claims
            by any party (other than Broker) claiming to have represented  Buyer
            as broker in connection with the Transaction.

            9.3.3 Tax Protests;  Tax Refunds and Credits.  Seller shall have the
            right to  continue  and to control  the  progress of and to make all
            decisions  with  respect to any contest of the real estate taxes and
            personal  property  taxes for the  Property  due and payable for the
            calendar  year in which the  Closing  occurs and all prior  calendar
            years.  Buyer shall have the right to control the progress of and to
            make all  decisions  with  respect  to any tax  contest  of the real
            estate  taxes and personal  property  taxes for the Property due and
            payable for all calendar  years  subsequent  to the calendar year in
            which the Closing occurs.  All real estate and personal property tax
            refunds and  credits  received  after  Closing  with  respect to the
            Property shall be applied in the following order of priority: first,
            to pay the costs and expenses (including  reasonable attorneys' fees
            and expenses)  incurred in connection with obtaining such tax refund
            or credit;  second, to pay any amounts due to tenant of the Property
            as a result of such tax  refund or  credit  to the  extent  required
            pursuant to the terms of the Lease; and third,  apportioned  between
            Buyer and Seller as follows:

            (a)   with respect to any refunds or credits attributable to real
                  estate and personal property taxes assessed for the calendar
                  year in which the Closing occurs (regardless of the year for
                  which such taxes are assessed), such refunds and credits shall
                  be apportioned between Buyer and Seller in proportion to the
                  number of days in such calendar year that each party owned the
                  Property (with title to the Property being deemed to have
                  passed as of 12:01 a.m. on the Closing Date);

            (b)   with  respect to any refunds or credits  attributable  to real
                  estate and  personal  property  taxes  assessed for any period
                  prior to the calendar year in which the Closing occurs, Seller
                  shall be entitled to the entire refunds and credits; and

            (c)   with  respect to any refunds or credits  attributable  to real
                  estate and  personal  property  taxes  assessed for any period
                  after the  calendar  year in which the Closing  occurs,  Buyer
                  shall be entitled to the entire refunds and credits.

            9.3.4 Survival. The provisions of this Section 9.3 shall survive the
            Closing (and not be merged  therein) or earlier  termination of this
            Agreement.

                                   ARTICLE 10
                              FAILURE OF CONDITIONS

      10.1 TO SELLER'S OBLIGATIONS.  If, on or before the Closing Date, Buyer is
      in default of any of its obligations under this Agreement, then Seller may
      elect to (a) terminate this  Agreement by written notice to Buyer;  or (b)
      proceed to close the Transaction. If this Agreement is so terminated, then
      Seller shall be entitled to retain the Deposit as liquidated damages,  and
      thereafter  neither party to this Agreement  shall have any further rights
      or obligations  hereunder  other than any arising under any section herein
      which  expressly  provides  that  it  survives  the  termination  of  this
      Agreement.

IN THE EVENT THE CONSUMMATION OF THE TRANSACTION  HEREIN  CONTEMPLATED  DOES NOT
OCCUR AS HEREIN  PROVIDED  BY REASON OF ANY  DEFAULT OF BUYER,  BUYER AND SELLER
AGREE THAT IT WOULD BE  IMPRACTICAL  AND  EXTREMELY  DIFFICULT  TO ESTIMATE  THE
DAMAGES  WHICH  SELLER MAY SUFFER.  THEREFORE,  BUYER AND SELLER DO HEREBY AGREE
THAT A REASONABLE  ESTIMATE OF THE DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT
THAT BUYER  DEFAULTS  AND FAILS TO COMPLETE  THE PURCHASE OF THE PROPERTY IS AND
SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE  REMEDY  (WHETHER AT LAW OR IN EQUITY),
AN AMOUNT EQUAL TO THE DEPOSIT (WHICH  INCLUDES ANY ACCRUED  INTEREST  THEREON).
SAID AMOUNT SHALL BE THE FULL,  AGREED AND LIQUIDATED  DAMAGES FOR THE BREACH OF
THIS  AGREEMENT BY BUYER,  ALL OTHER CLAIMS TO DAMAGES OR OTHER  REMEDIES  BEING
HEREIN  EXPRESSLY  WAIVED BY SELLER.  THE PAYMENT OF SUCH  AMOUNT AS  LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT IS INTENDED TO CONSTITUTE
LIQUIDATED  DAMAGES TO SELLER.  UPON DEFAULT BY BUYER,  THIS AGREEMENT  SHALL BE
TERMINATED,  AND  NEITHER  PARTY SHALL HAVE ANY  FURTHER  RIGHTS OR  OBLIGATIONS
HEREUNDER,  EACH TO THE OTHER  EXCEPT  FOR THE RIGHT OF SELLER TO  COLLECT  SUCH
LIQUIDATED  DAMAGES  FROM BUYER AND ESCROW  HOLDER.  NOTHING  CONTAINED  IN THIS
PARAGRAPH  SHALL LIMIT  SELLER'S  RIGHT TO RECOVER  ATTORNEYS  FEES AND COSTS IN
ENFORCING ITS RIGHTS UNDER THIS AGREEMENT.

        Seller's Initials: /s/ DC                   Buyer's Initials: /s/ RB

      10.2 TO BUYER'S OBLIGATIONS.  If, at the Closing,  Seller is in default of
      any of its obligations  under this Agreement,  Buyer shall have the right,
      to elect, as its sole and exclusive remedy, to take one, but not more than
      one, of the following  actions:  (a) terminate  this  Agreement by written
      notice to Seller,  promptly  after which the Deposit  shall be returned to
      Buyer, and to recover the actual  out-of-pocket  expenses paid by Buyer to
      unrelated  third parties in  evaluating  the purchase of the Property in a
      total amount not to exceed Fifty Thousand Dollars ($50,000.00),  (b) waive
      the  default and  proceed to close the  Transaction  or (c) in lieu of (a)
      above bring an action  against  Seller for specific  performance.  Buyer's
      right to sue for  specific  performance  is  conditioned  upon the parties
      agreement that in order to sue for specific performance Buyer must forever
      waive any claim  against  Seller for  damages  for any breach of  Seller's
      obligations  hereunder (except as specifically  provided for below), Buyer
      will not be, in any such suit for  specific  performance,  entitled to any
      off-set or reduction in the Purchase Price,  Buyer must file any such suit
      for specific performance within ninety (90) days after Buyer becomes aware
      of the breach by Seller of its  obligations  hereunder  (and if Buyer does
      not file any such suit with such  ninety  (90) day period  Buyer  shall be
      deemed to have elected to have  terminated this  Agreement).  Seller shall
      not be  deemed to be in  default  under  this  Agreement  until  Buyer has
      provided Seller with a written notice specifying the default of Seller and
      Seller  has  failed  to cure  such  default  within  five (5)  days  after
      receiving such notice.  As a condition  precedent to Buyer  exercising any
      right it may have to bring an action to recover the  expenses  referred to
      above,  Buyer must not be in default under this Agreement,  and Buyer must
      commence an action to recover the expenses  within  ninety (90) days after
      the  occurrence  of  Seller's  default.  Buyer  agrees that its failure to
      timely commence such an action within such ninety (90) day period shall be
      deemed a waiver  by it of its right to  commence  such an  action.  In the
      event Buyer timely files and is otherwise entitled to sue for

                                       11
<PAGE>

      specific  performance  hereunder,  Seller  shall  reimburse  Buyer for its
      reasonable  costs and expenses  incurred by Buyer in connection  with such
      specific performance lawsuit.

                                   ARTICLE 11
                              CONDEMNATION/CASUALTY

      11.1 CONDEMNATION.

            11.1.1 Right to Terminate. If, prior to the Closing Date, all or any
            significant  portion (as  hereinafter  defined)  of the  Property is
            taken by eminent domain (or is the subject of a pending taking which
            has not yet been consummated),  Seller shall notify Buyer in writing
            of such  fact  promptly  after  obtaining  knowledge  thereof,  and,
            thereafter,  Buyer shall have the right to terminate  this Agreement
            by giving written notice to Seller no later than ten (10) days after
            the  giving  of  Seller's  notice,  and the  Closing  Date  shall be
            extended, if necessary, to provide sufficient time for Buyer to make
            such  election.  The  failure  by Buyer to so  elect in  writing  to
            terminate  this  Agreement  within such ten (10) day period shall be
            deemed an election to terminate this Agreement. For purposes hereof,
            a "significant portion" of the Property shall mean such a portion as
            shall have a value, as reasonably determined by Seller, in excess of
            ten  percent  (10%)  of the  Purchase  Price or  shall  result  in a
            termination  of the  Lease of the  Property,  or shall  result  in a
            reduction of the parking  spaces of the Property below the number of
            spaces  required by  applicable  Laws.  If Buyer elects to terminate
            this  Agreement as aforesaid,  the  provisions of Section 11.4 shall
            apply.

            11.1.2  Assignment  of  Proceeds.  If (a)  Buyer  does not  elect to
            terminate  this  Agreement as  aforesaid  if all or any  significant
            portion of the  Property is taken,  or (b) a portion of the Property
            not  constituting a significant  portion of the Property is taken or
            becomes subject to a pending taking, by eminent domain,  there shall
            be no abatement of the Purchase Price;  provided,  however, that, at
            the  Closing,  Seller shall pay to Buyer the amount of any award for
            or other proceeds on account of such taking which have been actually
            paid to Seller  prior to the Closing Date as a result of such taking
            (less all reasonable costs and expenses,  including  attorneys' fees
            and costs,  incurred by Seller as of the Closing  Date in  obtaining
            payment of such award or proceeds)  and, to the extent such award or
            proceeds  have not been paid,  Seller  shall  assign to Buyer at the
            Closing  (without  recourse  to Seller) the rights of Seller to, and
            Buyer shall be  entitled  to receive and retain,  all awards for the
            taking of the Property or such portion thereof.

            11.2  DESTRUCTION  OR DAMAGE.  In the event any of the  Property  is
            damaged or destroyed prior to the Closing Date,  Seller shall notify
            Buyer in writing of such fact  promptly  after  obtaining  knowledge
            thereof.  If any such damage or  destruction:  (i) (a) is an insured
            casualty and (b) would cost less than an amount equal to ten percent
            (10%) of the Purchase Price to repair or restore,  and (ii) does not
            result in a  termination  of the Lease,  then this  Agreement  shall
            remain in full force and effect and Buyer shall acquire the Property
            upon the terms and conditions  set forth herein.  The cost of repair
            shall be  determined  by an  architect  and  contractor  selected by
            Seller and reasonably  approved by Buyer. In such event, Buyer shall
            receive a credit  against the Purchase Price equal to the deductible
            amount  applicable under Seller's casualty policy less all costs and
            expenses,  including reasonable  attorneys' fees and costs, incurred
            by Seller as of the Closing Date in connection  with the negotiation
            and/or   settlement   of  the   casualty   claim  with  the  insurer
            ("REALIZATION  Costs"),  and  Seller  shall  assign  to Buyer all of
            Seller's  right,  title  and  interest  in and to  all  proceeds  of
            insurance on account of such damage or destruction. In the event the
            Property is damaged or  destroyed  prior to the Closing Date and the
            cost of repair  would equal or exceed an amount equal to ten percent
            (10%)  of the  Purchase  Price,  or  the  casualty  is an  uninsured
            casualty,  then,  notwithstanding anything to the contrary set forth
            above in this section,  Buyer shall have the right, at its election,
            to terminate  this  Agreement.  Buyer shall have ten (10) days after
            Seller  notifies  Buyer of the cost of repairing  the damage to make
            such  election by delivery  to Seller of a written  election  notice
            ("ELECTION  NOTICE")  and the  Closing  Date shall be  extended,  if
            necessary,  to  provide  sufficient  time  for  Buyer  to make  such
            election. The failure by Buyer to deliver the Election Notice within
            such ten (10) day period  shall be deemed an election  to  terminate
            this Agreement. Notwithstanding anything contained in Section 7.1(d)
            to the contrary,  any  termination  by Buyer under this Section 11.2
            shall not result in a  termination  of Buyer's  right to acquire any
            remaining Portfolio  Properties under the Portfolio  Agreements.  In
            the event Buyer does not elect to  terminate  this  Agreement as set
            forth above,  this Agreement  shall remain in full force and effect,
            Seller  shall  assign  to Buyer  all of  Seller's  right,  title and
            interest in and to any and all  proceeds of  insurance on account of
            such damage or  destruction,  if any,  and, if the  casualty  was an
            insured casualty,  Buyer shall receive a credit against the Purchase
            Price equal to the deductible  amount (less the  Realization  Costs)
            under Seller's casualty insurance policy.

      11.3  INSURANCE.  Seller shall  maintain the property  insurance  coverage
      currently in effect for the Property through the Closing Date.

      11.4 EFFECT OF  TERMINATION.  If this Agreement is terminated  pursuant to
      Section 11.1 or Section 11.2, the Deposit shall be returned to Buyer. Upon
      such refund,  this  Agreement  shall  terminate  and neither party to this
      Agreement  shall have any further  rights or obligations  hereunder  other
      than any arising under any section herein which expressly provides that it
      shall survive the termination of this Agreement.

      11.5 WAIVER. The provisions of this Article 11 supersede the provisions of
      any applicable Laws with respect to the subject matter of this Article 11.

                                   ARTICLE 12
                                     ESCROW

The Deposit  and any other sums which the parties  agree shall be held in escrow
(herein  collectively called the "ESCROW DEPOSITS"),  together with all interest
earned  thereon,  shall be held by the Escrow Agent,  in trust,  and disposed of
only in accordance with the following provisions:

      (a)   The Escrow  Agent shall  invest the Escrow  Deposits  in  government
            insured interest-bearing  instruments satisfactory to both Buyer and
            Seller,  shall not commingle  the Escrow  Deposits with any funds of
            the Escrow Agent or others,  and shall  promptly  provide  Buyer and
            Seller with confirmation of the investments made.

                                       12
<PAGE>

      (b)   The party  entitled to the Deposit shall pay any income taxes on any
            interest earned on the Escrow Deposits.

      (c)   This Agreement shall constitute Escrow Agent's escrow instructions.
            Buyer and Seller shall execute and return to Escrow Agent any
            additional standard escrow instructions Escrow Agent reasonably
            requests that Buyer and Seller execute within two (2) business days
            after they are received by Buyer and Seller. To the extent of any
            conflict between the terms and conditions of this Agreement and
            Escrow Agent's standard escrow instructions, the terms of this
            Agreement shall control.

                                   ARTICLE 13
                                 LEASING MATTERS

      13.1 CERTAIN DEFINITIONS. For purposes of this Agreement, the following
      terms shall have the following meanings:

            "EXECUTION DATE" shall mean the date that both Buyer and Seller have
            executed this Agreement.

            "PRE-EXECUTION LEASES" shall mean, collectively, any lease for space
            at the Property executed by the landlord and the tenant on or before
            the Execution Date.

      13.2  LEASE  MODIFICATIONS.  After  the  Execution  Date and  prior to the
      expiration of the Due Diligence Period,  Seller shall not, without Buyer's
      prior  written  consent  in each  instance,  which  consent  shall  not be
      unreasonably  withheld and shall be given or denied,  with the reasons for
      such denial specified in reasonable detail,  within five (5) business days
      after  receipt  by  Buyer  of the  information  referred  to in  the  next
      sentence,  (a) modify or amend any Pre-Execution Lease (except pursuant to
      the exercise by a tenant of a renewal,  extension  or expansion  option or
      other  right  contained  in  such  tenant's  lease);  (b)  consent  to any
      assignment or sublease in connection with any Pre-Execution  Lease; or (c)
      remove  any  tenant  under any  Pre-Execution  Lease,  whether  by summary
      proceedings  or  otherwise,  (the matters set forth in  subparagraphs  (a)
      through (c) above are collectively referred to as a "Lease Modification").
      Seller shall  furnish Buyer with a written  notice of the proposed  action
      which shall  contain  information  regarding  the proposed  action that is
      reasonably  necessary  to enable  Buyer to make  informed  decisions  with
      respect  to  the  advisability  of  the  proposed  action  including,   if
      available,  any  draft  renewal,  extension,   amendment,   assignment  or
      sublease.  If Buyer fails to object in writing to any such proposed action
      within  five  (5)  business  days  after  receipt  of  the  aforementioned
      information,  Buyer shall be deemed to have approved the proposed  action.
      If any Lease  requires  that the  landlord's  consent  be given  under the
      applicable  circumstances,  then Buyer  shall be deemed ipso facto to have
      approved such action.  Any notice from Buyer rejecting the proposed action
      shall include a description of the reasons for Buyer's rejection. If Buyer
      rejects the proposed action,  Seller shall nevertheless retain full right,
      power and  authority to execute such  documents as are necessary to effect
      such action,  and Seller  shall  promptly  advise  Buyer of the same.  The
      foregoing  notwithstanding,  in the event Buyer has  rejected the proposed
      action but Seller nonetheless  proceeds to effect it, Buyer shall have the
      right, within five (5) business days after receipt of Seller's notice that
      Seller has taken such action,  to elect to terminate this Agreement by the
      delivery to Seller of a written notice of  termination,  in which case the
      Deposit shall be paid to Buyer and, thereafter,  the parties shall have no
      further rights or obligations  hereunder  other than any arising under any
      section  herein  which  expressly  provides  that  it  shall  survive  the
      termination of this Agreement. If Buyer fails to notify Seller within such
      time  period,  Buyer  shall be deemed to have  fully  waived any rights to
      terminate  this  Agreement  pursuant to this  Section  13.2.  Seller shall
      deliver  to  Buyer  a true  and  complete  copy of each  such  renewal  or
      extension  agreement,  modification,  or  amendment,  as the  case may be,
      promptly after the execution and delivery thereof. After the expiration of
      the Due Diligence Period,  Seller shall not, without Buyer's prior written
      consent,  which consent may be withheld in Buyer's sole discretion,  enter
      into any Lease  Modification.  Seller shall  furnish  Buyer with a written
      notice of the  proposed  Lease  Modification.  If Buyer fails to object in
      writing to such proposed Lease Modification within three (3) business days
      after  receipt of such notice,  Buyer shall be deemed to have rejected the
      proposed Lease  Modification.  After the Execution Date, Seller shall not,
      without Buyer's prior written consent,  in Buyer's sole discretion,  enter
      into any additional leases affecting the Property.

      13.3 LEASE  ENFORCEMENT.  Subject to the provisions of Section 13.2 above,
      prior to the  Closing  Date,  Seller  shall  have the  right,  but not the
      obligation,  to enforce the rights and remedies of the landlord  under any
      Pre-Execution  Lease,  by summary  proceedings  or  otherwise  (including,
      without limitation,  the right to remove any tenant),  and to apply all or
      any portion of any security  deposits  then held by Seller toward any loss
      or damage incurred by Seller by reason of any defaults by tenants, and the
      exercise of any such rights or remedies  shall not affect the  obligations
      of  Buyer  under  this  Agreement  in any  manner  or  entitle  Buyer to a
      reduction in, or credit or allowance  against,  the Purchase Price or give
      rise to any other claim on the part of Buyer.

                                   ARTICLE 14
                                  MISCELLANEOUS

      14.1  BUYER'S  ASSIGNMENT.  Buyer shall not assign this  Agreement  or its
      rights  hereunder to any  individual  or entity  without the prior written
      consent of Seller,  which consent Seller may grant or withhold in its sole
      discretion,  and any such  assignment  shall  be null and void ab  initio;
      provided, however, Buyer shall be permitted to assign its rights hereunder
      upon  notice to, but  without  the  consent of Seller,  to a wholly  owned
      subsidiary  of  Buyer.  If  Seller  consents  to  an  assignment  of  this
      Agreement, as a condition to Buyer's right to assign this Agreement, Buyer
      and the  assignee  shall  deliver to Seller a written  agreement in a form
      reasonably acceptable to Seller executed by Buyer and the assignee whereby
      Buyer's  obligations  under this  Agreement are assigned to and assumed by
      the assignee,  and the assignee agrees to be bound by all of the terms and
      conditions of this  Agreement as if the assignee had  originally  executed
      this Agreement ("ASSIGNMENT AGREEMENT").  In the Assignment Agreement, the
      assignee  shall also  acknowledge  receipt of all Due  Diligence and other
      information received or obtained by Buyer. An assignment of this Agreement
      shall not relieve Buyer of its obligations hereunder.

      14.2 DESIGNATION AGREEMENT.  Section 6045(e) of the United States Internal
      Revenue  Code  and  the   regulations   promulgated   thereunder   (herein
      collectively called the "REPORTING  REQUIREMENTS")  require an information
      return to be made to the United States  Internal  Revenue  Service,  and a
      statement to be furnished to Seller, in connection with the Transaction.

                                       13
<PAGE>

            (a)   Escrow Agent is hereby  designated as the  "REPORTING  PERSON"
                  (as   defined   in  the   Reporting   Requirements)   for  the
                  Transaction.  Escrow  Agent shall  perform all duties that are
                  required by the Reporting  Requirements to be performed by the
                  Reporting Person for the Transaction.

            (b)   Seller and Buyer shall  furnish to Escrow  Agent,  in a timely
                  manner,   any  information   requested  by  Escrow  Agent  and
                  necessary  for Escrow Agent to perform its duties as Reporting
                  Person for the Transaction.

      14.3  SURVIVAL/MERGER.  Except for the provisions of this Agreement  which
      are  explicitly  stated to survive the  Closing,  (a) none of the terms of
      this Agreement shall survive the Closing, and (b) the delivery of the Deed
      and any other  documents  and  instruments  by Seller  and the  acceptance
      thereof by Buyer shall effect a merger, and be deemed the full performance
      and  discharge of every  obligation  on the part of Buyer and Seller to be
      performed hereunder.

      14.4  INTEGRATION;  WAIVER.  This  Agreement,  together  with the Exhibits
      hereto,  embodies and  constitutes  the entire  understanding  between the
      parties  with  respect  to  the  Transaction  and  all  prior  agreements,
      understandings,  representations  and  statements,  oral or  written,  are
      merged into this  Agreement.  Neither  this  Agreement  nor any  provision
      hereof may be waived, modified,  amended,  discharged or terminated except
      by an instrument  signed by the party against whom the enforcement of such
      waiver, modification,  amendment,  discharge or termination is sought, and
      then only to the extent set forth in such instrument.  No waiver by either
      party  hereto of any  failure or refusal by the other party to comply with
      its  obligations  hereunder  shall  be  deemed a  waiver  of any  other or
      subsequent failure or refusal to so comply.

      14.5 GOVERNING LAW. This Agreement  shall be governed by, and construed in
      accordance with, the law of the State where the Property is located.

      14.6 CAPTIONS NOT BINDING;  EXHIBITS.  The captions in this  Agreement are
      inserted for  reference  only and in no way define,  describe or limit the
      scope or intent of this Agreement or of any of the provisions  hereof. All
      Exhibits  attached hereto shall be incorporated by reference as if set out
      herein in full.

      14.7 BINDING EFFECT.  This Agreement shall be binding upon and shall inure
      to the benefit of the parties hereto and their  respective  successors and
      permitted assigns.

      14.8  SEVERABILITY.  If any term or  provision  of this  Agreement  or the
      application thereof to any persons or circumstances  shall, to any extent,
      be  invalid or  unenforceable,  the  remainder  of this  Agreement  or the
      application  of such term or provision to persons or  circumstances  other
      than those as to which it is held  invalid or  unenforceable  shall not be
      affected  thereby,  and each term and provision of this Agreement shall be
      valid and enforced to the fullest extent permitted by law.

      14.9 NOTICES. Any notice,  request,  demand,  consent,  approval and other
      communications  under this  Agreement  shall be in  writing,  and shall be
      deemed  duly  given or made at the time and on the date when  received  by
      facsimile  (provided  that the sender of such  communication  shall send a
      copy of such  communication  to the  appropriate  parties  within  one (1)
      business day of such facsimile) or when personally delivered as shown on a
      receipt therefor (which shall include delivery by a nationally  recognized
      overnight  delivery service) or three (3) business days after being mailed
      by prepaid registered or certified mail, return receipt requested,  to the
      address for each party set forth below.  Any party,  by written  notice to
      the  other  in the  manner  herein  provided,  may  designate  an  address
      different from that set forth below.

      IF TO BUYER:
      CLF FBI Birmingham LLC
      c/o Caplease, LP
      110 Maiden Lane, 36th Floor
      New York, New York  10005
      Attention:   Paul Hughes, Esq.
      Telephone#:  212-217-6300
      Telecopy #:  212-217-6301

      COPY TO:

      Wolf, Block, Schorr & Solis-Cohen LLP
      1650 Arch Street, 22nd Floor
      Philadelphia, Pennsylvania  19103
      Attention: Helene S. Jaron, Esq.
      Telephone #: 215-977-2038
      Telecopy #: 215-405-2938

      IF TO SELLER:

      Birmingham Field Office, LLC
      4717 Grand Avenue, Suite 500
      Kansas City, MO 64112
      Attention: Mr. Richard D. Baier and Daniel K. Carr
      Telephone #: (816) 756-3535
      Telecopy #: (818) 968-5890

                                       14
<PAGE>

      COPY TO:

      Daniel T. Murphy, Esq.
      Shughart Thomson & Kilroy, PC
      Twelve Wyandotte Plaza
      120 West 12th Street
      Kansas City, MO 64105
      Telephone #: (816) 374-0550
      Telecopy #: (816) 374-0509

      IF TO TITLE COMPANY OR ESCROW AGENT:

      First American Title Insurance Company of New York
      633 Third Avenue
      New York, New York  10017
      Attention:  Bruce Clay

      14.10 COUNTERPARTS.  This Agreement may be executed in counterparts,  each
      of which shall be an original and all of which counterparts taken together
      shall constitute one and the same agreement.

      14.11 NO  RECORDATION.  Seller and Buyer each  agrees  that  neither  this
      Agreement nor any  memorandum or notice hereof shall be recorded and Buyer
      agrees (a) not to file any notice of pendency or other  instrument  (other
      than a judgment) against the Property or any portion thereof in connection
      herewith  and (b) to  indemnify  Seller  against all costs,  expenses  and
      damages,  including,  without limitation,  reasonable  attorneys' fees and
      disbursements, incurred by Seller by reason of the filing by Buyer of such
      notice of pendency or other instrument.

      14.12 ADDITIONAL AGREEMENTS;  FURTHER ASSURANCES. Subject to the terms and
      conditions  herein provided,  each of the parties hereto shall execute and
      deliver  such  documents  as the other party shall  reasonably  request in
      order to consummate and make effective the Transaction; provided, however,
      that the execution and delivery of such  documents by such party shall not
      result in any additional liability or cost to such party.

      14.13  CONSTRUCTION.  The  parties  acknowledge  that  each  party and its
      counsel have reviewed and revised this  Agreement and that the normal rule
      of  construction  to the effect  that any  ambiguities  are to be resolved
      against the drafting party shall not be employed in the  interpretation of
      this Agreement or any amendment hereof or Exhibit hereto.

      14.14 LEGAL COSTS.  The parties  hereto agree that they shall pay directly
      any and all legal  costs  which they have  incurred on their own behalf in
      the  preparation  of all  deeds and other  agreements  pertaining  to this
      transaction  and that such legal  costs  shall not be part of the  closing
      costs.  If either party is found in default of this Agreement and judgment
      is issued  against said party for its default,  then said party in default
      agrees  to pay any and all  costs  arising  as a result  of said  default,
      including reasonable attorneys' fees.

      14.15 BUSINESS DAY. As used herein, the term "BUSINESS DAY" shall mean any
      day other than a  Saturday,  Sunday,  or any  federal or state of Missouri
      holiday. If any period expires on a day which is not a business day or any
      event or condition is required by the terms of this  Agreement to occur or
      be  fulfilled  on a day which is not a business  day,  such  period  shall
      expire or such event or condition shall occur or be fulfilled, as the case
      may be, on the next succeeding business day.

      14.16 SELLER'S MAXIMUM AGGREGATE LIABILITY.  Notwithstanding any provision
      to the contrary  contained in this Agreement or any documents  executed by
      Seller pursuant hereto or in connection  herewith,  the maximum  aggregate
      liability of Seller, and the maximum aggregate amount which may be awarded
      to and collected by Buyer,  in connection  with the  Transaction and under
      this Agreement  (including,  without  limitation,  in connection  with the
      breach of any representations and warranties contained herein) and any and
      all documents executed pursuant hereto or in connection herewith for which
      a claim is timely  made by Buyer  shall not exceed Two  Hundred  and Fifty
      Thousand  and  No/100  Dollars  ($250,000.00);   and  provided,  shall  be
      actionable by the Buyer only if Buyer's  aggregate  damages resulting from
      the breach are  reasonably  estimated to exceed an amount in excess of One
      Hundred Thousand and No/100 ($100,000.00)  Dollars;  and provided,  Seller
      shall not be liable  for the  initial  One  Hundred  Thousand  and  No/100
      ($100,000.00)  Dollars in damages resulting from the breach.  Seller shall
      only have  liability  for the amount by which  Buyer's  aggregate  damages
      resulting  from  the  breach  exceed  One  Hundred   Thousand  and  No/100
      ($100,000.00), and in no manner shall Seller's maximum aggregate liability
      exceed Two Hundred and Fifty  Thousand and no/100  Dollars  ($250,000.00).
      The  provisions  of this  section  shall  survive the Closing  (and not be
      merged therein) or any earlier termination of this Agreement.

      14.17 1031  EXCHANGE.  Buyer may  acquire or Seller may sell the  Property
      through a tax-free  exchange  under  Section 1031 of the Internal  Revenue
      Code. In connection therewith, each party agrees to execute such documents
      as are reasonably  necessary or appropriate  and otherwise  cooperate with
      the other to effectuate  such  exchange;  provided the other party and its
      representatives shall have a reasonable opportunity to review all relevant
      documents prior to Closing. Seller hereby indemnifies and holds Buyer free
      and harmless  from any liability  (including,  but not limited to, the tax
      ramifications to the Seller of such tax-free  exchange)  arising by reason
      of  performing  the  acts  required  hereby  to  effectuate  the  Seller's
      exchange,  except insofar as any such  liabilities are attributable to the
      failure  of the Buyer to  perform  as  required  hereunder.  Buyer  hereby
      indemnifies  and holds the Seller  free and  harmless  from any  liability
      (including, but not limited to, the tax ramifications to the Buyer of such
      tax-free exchange) arising by reason of performing acts required hereby to
      effectuate the Buyer's  exchange,  except insofar as any such  liabilities
      are  attributable  to the  failure of the  Seller to  perform as  required
      hereunder.  No party shall be required to take title or  otherwise  assume
      any liability with respect to any property other than the Property.

                                       15
<PAGE>

      14.18 PRINCIPAL/AGENT DISCLOSURE.  Richard D. Baier and Daniel K. Carr are
      licensed  real  estate  brokers  and are  employees  of CB Richard  Ellis;
      provided,  however,  Mr.  Baier and Mr.  Carr are  acting  solely in their
      capacity as principals of Seller with respect to this  Transaction and are
      not  representing  Seller or Buyer as brokers.  Cathy Howard is a licensed
      real estate  broker,  an employee of CB Richard  Ellis and a principal  of
      Seller, and is representing the Seller with respect to this Transaction as
      a Participating Broker.

      14.19  WAIVER OF JURY TRIAL.  BUYER AND SELLER EACH HEREBY WAIVE ANY RIGHT
      TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY
      RIGHTS  UNDER  THIS  AGREEMENT  OR ANY  OTHER  DOCUMENT  RELATING  TO THIS
      AGREEMENT  AND AGREE  THAT ANY SUCH  ACTION OR  PROCEEDING  SHALL BE TRIED
      BEFORE A COURT AND NOT BEFORE A JURY.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGES FOLLOW


                                       16
<PAGE>

      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed on its behalf on the day and year first above written.

                                            SELLER

                                            BIRMINGHAM FIELD OFFICE, LLC


                                            By: /s/ Daniel Carr
                                               ---------------------------------
                                            Name:  Daniel Carr
                                            Title: Manager - Authorized Member
                                            Date:  07/18/2005


                                            BUYER

                                            CLF DEA BIRMINGHAM LLC, a Delaware
                                            limited liability company

                                            By: /s/ Robert Blanz
                                               ---------------------------------
                                            Name:  Robert Blanz
                                            Title: Senior Vice Presiden
                                            Date:  07/18/2005

                                       17
<PAGE>

                            AGREEMENT OF ESCROW AGENT

An original  fully-executed  copy of this  Agreement,  together with the Initial
Earnest Money, have been received by the Escrow Agent this 20 day of July, 2005,
and by execution hereof,  the Escrow Agent hereby confirms its obligation as the
Escrow Agent hereunder.

                                            FIRST AMERICAN TITLE INSURANCE
                                                 COMPANY of NEW YORK

                                            By: /s/ Hilary A. Kruce
                                               ---------------------------------
                                            Name:  Hilary A. Kruce
                                            Title: Vice President/Counsel
                                            Date:  07/20/200

                                       18
<PAGE>

                                 BROKER JOINDER

         The  undersigned  joins  in the  execution  of this  Agreement  for the
purpose of  representing  and  warranting  to Buyer and Seller that it: (i) is a
duly  licensed  real  estate  broker  in such  jurisdiction  in which it is duly
authorized to earn and receive a commission in connection  with the  Transaction
evidenced by this  Agreement,  (ii) has  contacted no other real estate  broker,
finder or other party in connection  with this  transaction  to whom fees may be
due or payable, and (iii) acknowledges and agrees to the terms and provisions of
Section 9.3.2 hereof.  The undersigned shall indemnify and hold Buyer and Seller
harmless from any and all loss, liens, claims,  judgments,  liabilities,  costs,
expenses  or damages  (including  reasonable  attorneys'  fees and court  costs)
resulting  by reason  of a breach of the  representations  and  warranties  made
herein or by reason of any claims of entitlement  to a commission,  fee or other
sum in connection with the  transaction  evidenced by this Agreement made by any
present  or  former  employee  of  the  undersigned.   Notwithstanding  anything
contained in this  Agreement  to the  contrary,  this  provision  shall  survive
Closing or any termination of this Agreement.

                                            CB RICHARD ELLIS, INC.

                                            By: /s/ Gary Carr
                                               ---------------------------------
                                            Name:  Gary Carr
                                            Title: Senior Vice President

                                            CB RICHARD ELLIS, INC.

                                            By: /s/ Russell Ingrum
                                               ---------------------------------
                                            Name:  Russell Ingrum
                                            Title: Senior Vice President