REAL ESTATE PURCHASE AND SALE AGREEMENT


                                 BY AND BETWEEN


                         JUSTICE CENTER, LLC, AS SELLER


                                       AND


                        CLF DEA BIRMINGHAM LLC, AS BUYER


                              DATED: JULY 18, 2005
<PAGE>

                     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 JUSTICE CENTER,  LLC, a
Missouri limited  liability  company  ("SELLER"),  and CLF DEA 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.


                                        2
<PAGE>

                                    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,  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


                                        3
<PAGE>

      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.

                                    ARTICLE 5
                           ADJUSTMENTS AND PROBATIONS

      The following  adjustments  and  proration  shall be made at Closing or at
such time as agreed between the parties:

      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


                                        4
<PAGE>

      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  ("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 R  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 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").


                                        5
<PAGE>

      (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.

      (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.

      (n)   Collateral  Assignment of  Construction  Contract.  A fully executed
            Collateral  Assignment in the form of Exhibit O attached  hereto and
            incorporated herein by this reference by Excel Constructors, Inc.

      (o)   Development  and  Management  Agreement and Completion  Guaranty.  A
            Development  Management  Agreement in the form of Exhibit P attached
            hereto and  incorporated  herein by this  reference  executed by the
            Development  Manager.  A fully executed  Completion  Guaranty in the
            form of Exhibit Q attached  hereto and  incorporated  herein by this
            reference.

      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.


                                        6
<PAGE>

      (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:

      (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 920 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.

      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


                                        7
<PAGE>

      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  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
<PAGE>

      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 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.


                                        9
<PAGE>

                                    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.

      9.1.3 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.


                                       10
<PAGE>

      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'   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.


                                       11
<PAGE>

                                   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 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


                                       12
<PAGE>

      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.

      (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-


                                       13
<PAGE>

      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.

      (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
<PAGE>

      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 DEA 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:

      Justice Center, 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

      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


                                       15
<PAGE>

      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.

      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

                                            JUSTICE CENTER, 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 President
                                            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:  07/20/2005


                                       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