AGREEMENT OF PURCHASE AND SALE
                    [Kronos Building, Boston, Massachusetts]


         This Agreement of Purchase and Sale  ("Agreement")  is made and entered
into by and between Purchaser and Seller.

                                    RECITALS

     A.  Defined  terms are  indicated by initial  capital  letters.  Defined
         terms  shall have the  meaning  set forth  herein,  whether or not such
         terms are used before or after the definitions are set forth.

     B.  Purchaser  desires to purchase the Property and Seller  desires to sell
         the  Property,  all upon the  terms  and  conditions  set forth in this
         Agreement.

         NOW,  THEREFORE,  in  consideration  of the mutual  terms,  provisions,
covenants and  agreements  set forth  herein,  as well as the sums to be paid by
Purchaser to Seller, and for other good and valuable consideration,  the receipt
and  sufficiency  of which  are  acknowledged,  Purchaser  and  Seller  agree as
follows:


                          ARTICLE 1 - Basic Information

 1.1      Certain Basic Terms.  The following defined terms shall have the
                                                     meanings set forth below:

 1.1.1    Seller:          W9/TIB-L Real Estate Limited Partnership, a Delaware
                                                            limited partnership


<PAGE>



Agreement of Purchase and Sale-(Kronos Building, Boston, Massachusetts) - Page 1

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 1.1.2    Purchaser: Kronos Incorporated, a Massachusetts corporation

 1.1.3    Purchase Price:  $2,000,000.00,  plus the total of the actual  costs 
            listed on  Exhibit H attached  hereto, and any  additional  costs 
            reasonably  incurred by Seller in connection  with the
            development  of the  Property  subsequent  to the date  through 
            which the  actual costs  listed  on  Exhibit  H  are  current,  
            which   additional  costs  must  be substantially  consistent  with
            the types of  projected  costs listed on Exhibit H attached  hereto
            and shall be  evidenced  by a schedule of said  additional  costs
            delivered  from Seller to Purchaser  as of Closing  (Seller to be 
            reimbursed for said costs by adding same to the $2,000,000
            base price).

 1.1.4    Earnest Money:   $25,000.00 (the "Earnest Money"), including interest 
          thereon,  to be deposited in accordance with Section 3.1 below.

 1.1.5    Title Company:   Chicago Title Insurance Company
                           -------------
                                              75 Federal Street
                                              4th Floor
                                              Boston, Massachusetts 02110
                                              Attention:        Beth Harrington
                                              Telephone:        (617) - 210-0750
                                              Facsimile:        (617) - 210-0777

 1.1.6    Escrow Agent:    Chicago Title Insurance Company
                           ------------
                                              75 Federal Street
                                              4th Floor
                                              Boston, Massachusetts 02110
                                              Attention:        Beth Harrington
                                              Telephone:        (617) - 210-0750
                                              Facsimile:        (617) - 210-0777
 1.1.7    Broker:          None

 1.1.8                              Effective Date: The date on
                                    which  this   Agreement  is
                                    executed  by the  latter to
                                    sign   of    Purchaser   or
                                    Seller, as indicated on the
                                    signature   page   of  this
                                    Agreement.

 1.1.9    Property 
          Information
          Delivery Date:   The date which is five (5) business days after the 
                           Effective Date.

 1.1.10   Title Commitment
          Delivery Date:   The date which is ten (10) days after the 
                           Effective Date.

 1.1.11   Survey Delivery
          Date:                     N/A.

 1.1.12   Title and Survey Review                    Period:  The period  ending
                                                     ten   (10)    days    after
                                                     Purchaser's  receipt of the
                                                     initial  Title   Commitment
                                                     and the initial Survey, but
                                                     in any event not later than
                                                     the   expiration   of   the
                                                     Inspection Period.

 1.1.13   Inspection Period:                         The  period  beginning  on 
                                                     the  Effective  Date and  
                                                     ending ten (10) days
                                                     after the Effective Date.

 1.1.14                                              Closing   Date:   The  date
                                                     which  is  ten  (10)   days
                                                     after the later to occur of
                                                     (i) the  expiration  of the
                                                     Inspection  Period, or (ii)
                                                     satisfaction     of     the
                                                     conditions   set  forth  in
                                                     Subsections  7.2.4,  7.2.5,
                                                     7.2.6 and 7.2.7,  but in no
                                                     event  later  than  May  1,
                                                     1999 (the "Outside Date for
                                                     Closing").

 1.2      Closing Costs.  Closing costs shall be allocated and paid as follows:


Cost                                                        Responsible Party
---------------------------------------------------- ---------------------------
Title Commitment required to be delivered pursuant 
to Section 5.1                                                         Purchaser
---------------------------------------------------- ---------------------------
Premium for standard form Title Policy required to
be delivered pursuant to Section 5.4                                   Purchaser
---------------------------------------------------- ---------------------------
Premium for any upgrade of Title Policy for extended                   Purchaser
or additional coverage and any endorsements 
desired by Purchaser,  any inspection fee charged by
the Title Company, tax certificates,  municipal and
utility lien  certificates, and any other Title Company 
charges
---------------------------------------------------- ---------------------------
Costs of Survey and/or any revisions, modifications 
or recertifications thereto                                            Purchaser
---------------------------------------------------- ---------------------------
Costs for UCC Searches                                                 Purchaser
---------------------------------------------------- ---------------------------
Recording fees for title clearing documents (if any),                    Seller
municipal lien certificate and Seller's legal
existence and authority documents  
--------------------------------------------------- ----------------------------
All other recording fees                                               Purchaser
---------------------------------------------------- --------------------------

Any deed taxes,  documentary stamps,  transfer taxes,                     Seller
intangible taxes, mortgage taxes or other similar 
taxes, fees or assessments
---------------------------------------------------- ---------------------------
Any escrow fee charged by Escrow Agent for holding 
the Earnest Money or conducting the Closing                        Purchaser 1/2
                                                                      Seller 1/2
---------------------------------------------------- ---------------------------
Real Estate Sales Commission to Broker                                    Seller
---------------------------------------------------- ---------------------------
All other closing costs, expenses, charges and fees                    Purchaser
---------------------------------------------------- ---------------------------

1.3      Notice Addresses:

Purchaser:   Kronos Incorporated              Copy to:Francis X. Hanlon, Esq.
             400 Fifth Avenue                         Ropes & Gray
             Waltham, MA 02154                        One International Place
             Attention: Sally Wallace, Esq.           Boston, MA  02110-2624
             Telephone: (781) 487-4903                Telephone: (617) 951-7232
             Facsimile: (781) 622-3950                Facsimile: (617) 951-7050

Seller:      W9/TIB-L Real Estate Limited     Copy to:C. Bradford Lowry
             Partnership                              Haynes and Boone, LLP
             c/o Archon Group                         901 Main Street
             1275 K Street Northwest                  3100 NationsBank Plaza
             Suite 900                                Dallas, Texas 75202
             Washington D.C.  20005                   Telephone: (214) 651-5515
             Attention: Mr. Paul Douglas              Facsimile: (214) 651-5940
             Telephone: (202) 216-5867
             Facsimile: (202) 216-5801
1.4      Index of Certain Additional Defined Terms:

         Asset Manager                     Section 12.18
         Asset Manager's Employee          Section 9.3
         Assignment                        Subsection 7.3.2
         CERCLA                            Section 11.3
         Closing                           Section 7.1
         Deed                              Subsection 7.3.1
         Designated Representative(s)      Section 12.20
         Due Diligence Termination Notice  Section 4.5
         ERISA                             Subsection 7.4.3
         Hazardous Materials               Section 11.4
         Improvements                      Subsection 2.1.1
         Intangible Personal Property      Subsection 2.1.4
         Land                              Subsection 2.1.1
         Lease Files                       Subsection 4.2.1
         Permitted Exceptions              Section 5.3
         Permitted Outside Parties         Section 4.8
         Property                          Section 2.1
         Property Documents                Section 4.5
         RCRA                              Section 11.3
         Real Property                     Subsection 2.1.1
         Reports                           Section 4.4
         Rules                             Section 12.21
         Survey                            Section 5.2
         Tangible Personal Property        Subsection 2.1.3
         Taxes                             Section 8.1
         Termination Reimbursement         Section 12.20
         Title Commitment                  Section 5.1
         Title Policy                      Section 5.4


                              ARTICLE 2 - Property

         2.1  Subject  to the terms and  conditions  of this  Agreement,  Seller
agrees to sell to Purchaser,  and Purchaser agrees to purchase from Seller,  the
following property (collectively, the "Property"):

                  2.1.1 Real Property.  The land described in Exhibit A attached
hereto (the "Land"),  together with (i) all improvements located thereon, if any
("Improvements"),  (ii)  all and  singular  the  rights,  benefits,  privileges,
easements,  tenements,  hereditaments,  and appurtenances  thereon or in anywise
appertaining  thereto  including,  without  limitation,  the  Drainage  Easement
described in Section 6.6 hereof, and (iii) without warranty,  all right,  title,
and  interest  of  Seller,  if any,  in and to all strips and gores and any land
lying in the bed of any street, road or alley, open or proposed,  adjoining such
Land (collectively, the "Real Property").

                  2.1.2   [Intentionally Omitted]
                  2.1.3 Tangible Personal Property. All of Seller's right, title
and  interest,  without  warranty,  in  the  equipment,   machinery,  furniture,
furnishings,  supplies and other tangible  personal  property,  if any, owned by
Seller  and  now or  hereafter  located  in and  used  in  connection  with  the
operation,  ownership  or  management  of the Real  Property,  but  specifically
excluding  any items of  personal  property  owned by  tenants at or on the Real
Property and further  excluding  any items of personal  property  owned by third
parties and leased to Seller (collectively, the "Tangible Personal Property").

                  2.1.4  Intangible  Personal  Property.  All of Seller's right,
title  and  interest,  if any,  without  warranty,  in all  intangible  personal
property related to the Real Property and the Improvements,  including,  without
limitation:  all trade names and trade marks  associated  with the Real Property
and the Improvements,  including  Seller's rights and interests,  if any, in the
name of the Real Property;  the plans and specifications and other architectural
and  engineering   drawings  for  the  Improvements,   if  any  (to  the  extent
assignable); warranties (to the extent assignable); contract rights, permits and
approvals related to the construction, operation, ownership or management of the
Real Property, including, without limitation, those listed on Exhibit D attached
hereto (but only to the extent  assignable and Seller's  obligations  thereunder
are expressly  assumed by Purchaser  pursuant to this  Agreement);  governmental
permits,  approvals  and  licenses,  if any  (to  the  extent  assignable);  and
telephone  exchange  numbers  (to  the  extent  assignable)   (collectively  the
"Intangible Personal Property").


                            ARTICLE 3 - Earnest Money

         3.1 Deposit and Investment of Earnest Money.  Within three (3) business
days after the Effective  Date,  Purchaser  shall deposit the Earnest Money with
Escrow Agent.  Escrow Agent shall invest the Earnest Money in government insured
interest-bearing  accounts  satisfactory  to  Seller  and  Purchaser,  shall not
commingle the Earnest Money with any funds of Escrow Agent or others,  and shall
promptly provide Purchaser and Seller with confirmation of the investments made.
Such account shall have no penalty for early  withdrawal,  and Purchaser accepts
all risks with regard to such account.

         3.2 Form; Failure to Deposit. The Earnest Money shall be in the form of
a  certified  or  cashier's  check  or the  wire  transfer  to  Escrow  Agent of
immediately  available U.S.  federal funds. If Purchaser fails to timely deposit
any portion of the Earnest  Money within the time periods  required,  Seller may
terminate  this  Agreement by written  notice to  Purchaser,  in which event the
parties hereto shall have no further rights or obligations hereunder, except for
rights and obligations which, by their terms, survive the termination hereof.

         3.3 Disposition of Earnest Money. The Earnest Money shall be applied as
a credit to the  Purchase  Price at Closing.  However,  if  Purchaser  elects to
terminate  this  Agreement  prior to the  expiration  of the  Inspection  Period
pursuant to Section  4.5,  Escrow  Agent  shall pay the  Earnest  Money (less an
amount equal to the Termination Reimbursement) to Purchaser one (1) business day
following  receipt of the Due Diligence  Termination  Notice from  Purchaser (as
long as the current  investment  can be liquidated and disbursed in one business
day). No notice to Escrow Agent from Seller shall be required for the release of
the Earnest  Money (less an amount equal to the  Termination  Reimbursement)  to
Purchaser by Escrow Agent if Purchaser  terminates  this  Agreement  pursuant to
Section 4.5.  Notwithstanding  anything  herein to the  contrary,  in all events
where the Earnest  Money is to be returned to  Purchaser,  other than in case of
Seller's  default  hereunder,  a  portion  of the  Earnest  Money  equal  to the
Termination  Reimbursement  shall be  delivered  to Seller as  reimbursement  to
Seller  pursuant  to  Section  12.20.  In the  event  of a  termination  of this
Agreement by either  Seller or Purchaser  for any reason other than  pursuant to
Section 4.5, Escrow Agent is authorized to deliver the Earnest Money (or portion
thereof) to the party hereto entitled to same pursuant to the terms hereof on or
before the fifth (5th)  business day  following  receipt by Escrow Agent and the
non-terminating party of written notice of such termination from the terminating
party,  unless the other party hereto notifies Escrow Agent that it disputes the
right of the other party to receive the Earnest Money (or portion  thereof).  In
such event, Escrow Agent may interplead the Earnest Money (or portion thereof in
dispute)  into a court of  competent  jurisdiction  in the  county  in which the
Earnest  Money has been  deposited.  All  attorneys'  fees and costs and  Escrow
Agent's costs and expenses incurred in connection with such  interpleader  shall
be assessed  against the party that is not awarded the Earnest Money,  or if the
Earnest  Money  is  distributed  in part to both  parties,  then in the  inverse
proportion of such distribution.


                            ARTICLE 4 - Due Diligence

         4.1 Due Diligence  Materials To Be Delivered.  To the extent such items
are in Seller's possession or in the possession of Seller's agents, employees or
contractors,  Seller shall  deliver to Purchaser the  following  (the  "Property
Information") on or before the Property Information Delivery Date:

                  4.1.1  Development  Related  Contracts.  Copy of any contracts
between  Seller  and  third  party  service  providers  in  connection  with the
development of the Property undertaken by Seller, including, without limitation,
any  agreements  by and  between  Seller and any  architect,  environmental  and
engineering firm, and civil, structural, HVAC, geotechnical or traffic engineer;

 4.1.2   [Intentionally Omitted]

 4.1.3   Reports.  Copy of any environmental and engineering reports or site 
         assessments related to the Property prepared for the benefit of Seller;

 4.1.4   Tax Statements.  Copy of ad valorem tax statements relating to the 
         Property for the current tax period;

 4.1.5   Title and Survey.  Copy of Seller's most current title insurance 
         information and survey of the Property;

 4.1.6   [Intentionally Omitted]

 4.1.7   Personal Property.  A list of Tangible and Intangible Personal 
         Property; and 

 4.1.8   Leasing Commissions.  A list of contingent leasing commissions with 
         respect to the Property, if any.

 4.2     Due Diligence  Materials To Be Made  Available.  To the extent such
items are in  Seller's  possession  or in the  possession  of  Seller's  agents,
employees  or  contractors,   Seller  shall  make  available  to  Purchaser  for
Purchaser's  review,  at Seller's option at either the offices of Seller's Asset
Manager  or  property  manager  or at the  Property,  the  following  items  and
information  (the "Additional  Property  Information") on or before the Property
Information  Delivery Date, and Purchaser at its expense shall have the right to
make copies of same:

4.2.1 [Intentionally Omitted]

4.2.2 [Intentionally Omitted]

4.2.3 [Intentionally Omitted]

4.2.4 Licenses, Permits and Certificates of Occupancy.
Licenses,  permits and  certificates  of  occupancy  relating to or  authorizing
construction or operation of a building or improvements on the property.

4.3  Physical  Due  Diligence.  Commencing  on the  Effective  Date and
continuing  until the Closing,  Purchaser  shall have  reasonable  access to the
Property  at all  reasonable  times for the  purpose  of  conducting  reasonably
necessary tests, including surveys and architectural,  engineering, geotechnical
and environmental  inspections and tests,  provided that (i) Purchaser must give
Seller  twenty-four  (24) hours' prior  telephone or written  notice of any such
inspection or test, and with respect to any intrusive  inspection or test (i.e.,
core sampling) must obtain  Seller's prior written  consent (which consent shall
not be  unreasonably  withheld or  conditioned),  (ii) prior to  performing  any
inspection or test,  Purchaser must deliver a certificate of insurance to Seller
evidencing that Purchaser and its contractors,  agents and representatives  have
in place reasonable  amounts of comprehensive  general  liability  insurance and
workers  compensation  insurance for its activities on the Property in terms and
amounts  reasonably  satisfactory  to Seller  covering any  accident  arising in
connection  with  the  presence  of  Purchaser,  its  contractors,   agents  and
representatives  on the Property,  which  insurance  shall name Seller and Asset
Manager as  additional  insureds  thereunder,  and (iii) all such tests shall be
conducted by Purchaser in compliance with Purchaser's responsibilities set forth
in Section 4.12 below.  Purchaser shall bear the cost of all such inspections or
tests and shall be responsible  for and act as the generator with respect to any
wastes  generated  by those  tests.  Subject to the  provisions  of Section  4.8
hereof, Purchaser or Purchaser's  representatives may meet with any governmental
authority  for any  good  faith,  reasonable  purpose  in  connection  with  the
transaction contemplated by this Agreement;  provided,  however,  Purchaser must
contact Seller at least forty-eight (48) hours in advance by telephone or fax to
inform  Seller  of  Purchaser's   intended  meeting  and  to  allow  Seller  the
opportunity to attend such meeting if Seller desires.

         During the  Inspection  Period  Purchaser  shall  review the  contracts
listed on Exhibit D attached  hereto and notify Seller prior to the  termination
of the  Inspection  Period as to which  contracts  Purchaser has elected to take
assignment  of and  assume  obligations  thereunder  arising  from and after the
Closing Date (the "Assumed  Contracts").  It shall be a condition to Purchaser's
obligation  to close on the Closing Date that any and all  consents  required in
connection  with the  assignment  and  assumption  of the Assumed  Contracts  be
delivered on the Closing Date.

4.4      [Intentionally Omitted]

4.5    Due  Diligence/Termination  Right. Purchaser shall have through the
last  day of the  Inspection  Period  in  which  to (i)  examine,  inspect,  and
investigate  the Property  Information and the Additional  Property  Information
(collectively,  the "Property  Documents")  and the Property and, in Purchaser's
sole and absolute  judgment and  discretion,  determine  whether the Property is
acceptable to Purchaser, (ii) obtain all necessary internal approvals, and (iii)
satisfy all other contingencies of Purchaser,  including those listed in Section
6.1.4  below.  Notwithstanding  anything  to the  contrary  in  this  Agreement,
Purchaser  may  terminate  this  Agreement for any reason or no reason by giving
written  notice of  termination  to Seller and Escrow Agent (the "Due  Diligence
Termination  Notice")  on or before the last day of the  Inspection  Period.  If
Purchaser does not give a Due Diligence Termination Notice, this Agreement shall
continue in full force and effect,  Purchaser shall be deemed to have waived its
right to terminate  this  Agreement  pursuant to this Section 4.5, and Purchaser
shall be deemed to have  acknowledged  that it has received or had access to all
Property  Documents and conducted all inspections and tests of the Property that
it considers important.

4.6 Return of Documents and Reports.  If this Agreement  terminates for
any reason other than  Seller's  default  hereunder,  Purchaser  shall  promptly
return  and/or  deliver to Seller all  Property  Documents  and copies  thereof.
Additionally,  if this  Agreement  terminates for any reason other than Seller's
default,  then  Purchaser  must  deliver  to Seller  copies  of all third  party
reports, investigations and studies, other than economic analyses (collectively,
the  "Reports"  and,  individually,   a  "Report")  prepared  for  Purchaser  in
connection with its due diligence  review of the Property.  The Reports shall be
delivered  to  Seller  without  any   representation   or  warranty  as  to  the
completeness  or accuracy of the Reports or any other matter  relating  thereto,
and Seller shall have no right to rely on any Report without the written consent
of the party  preparing  same.  Purchaser's  obligation  to deliver the Property
Documents  and the  Reports to Seller  shall  survive  the  termination  of this
Agreement.

4.7      [Intentionally Omitted]

4.8 Proprietary  Information;  Confidentiality.  Purchaser acknowledges
that  the  Property  Documents  are  proprietary  and  confidential  and will be
delivered to Purchaser solely to assist Purchaser in determining the feasibility
of purchasing the Property.  Purchaser shall not use the Property  Documents for
any purpose other than as set forth in the preceding  sentence.  Purchaser shall
not disclose the  contents to any person other than to those  persons  providing
financing or who are  responsible for determining the feasibility of Purchaser's
acquisition of the Property and who have agreed to preserve the  confidentiality
of  such  information  as  required  hereby  (collectively,  "Permitted  Outside
Parties"). At any time and from time to time, within two (2) business days after
Seller's  request,  Purchaser  shall  deliver to Seller a list of all parties to
whom Purchaser has provided any Property Documents or any information taken from
the Property Documents. Purchaser shall not divulge the contents of the Property
Documents  and  other   information   except  in  strict   accordance  with  the
confidentiality standards set forth in this Section 4.8. In permitting Purchaser
to review the Property Documents or any other information, Seller has not waived
any privilege or claim of  confidentiality  with respect  thereto,  and no third
party benefits or  relationships  of any kind,  either express or implied,  have
been offered, intended or created.

4.9 No  Representation  or Warranty by Seller . Purchaser  acknowledges
that, except as expressly set forth in this Agreement,  neither Seller nor Asset
Manager has made nor makes any warranty or  representation  regarding the truth,
accuracy or  completeness  of the Property  Documents or the source(s)  thereof.
Purchaser further  acknowledges  that some if not all of the Property  Documents
were prepared by third parties other than Seller and Asset  Manager.  Seller and
Asset Manager expressly  disclaim any and all liability for  representations  or
warranties,  express or implied,  statements of fact and other matters contained
in such  information,  or for omissions from the Property  Documents,  or in any
other written or oral communications transmitted or made available to Purchaser.
Purchaser  shall rely  solely  upon its own  investigation  with  respect to the
Property, including, without limitation, the Property's physical,  environmental
or economic  condition,  compliance  or lack of compliance  with any  ordinance,
order,  permit or regulation or any other attribute or matter relating  thereto.
Seller and Asset Manager have not undertaken any independent investigation as to
the truth,  accuracy or completeness of the Property Documents and are providing
the Property Documents solely as an accommodation to Purchaser.

4.0  Purchaser's  Responsibilities.  In  conducting  any  inspections,
investigations or tests of the Property and/or Property Documents, Purchaser and
its agents and  representatives  shall: (i) not interfere with the operation and
maintenance of the Property; (ii) not damage any part of the Property; (iii) not
injure or  otherwise  cause  bodily  harm to  Seller,  Asset  Manager,  or their
respective agents, guests, invitees, contractors and employees or any tenants or
their guests or invitees;  (iv) comply with all applicable  laws; (v) not permit
any liens to attach to the Real Property by reason of the exercise of its rights
hereunder;  (vi) repair any damage to the Real  Property  resulting  directly or
indirectly from any such  inspection or tests;  and (vii) not reveal or disclose
prior  to  Closing  any  information   obtained  during  the  Inspection  Period
concerning  the  Property  and the  Property  Documents to anyone other than the
Permitted Outside Parties, in accordance with the confidentiality  standards set
forth in Section 4.8 above, or except as may be otherwise required by law.

4.11  Purchaser's  Agreement to Indemnify.  Purchaser  indemnifies  and
holds  Seller and Asset  Manager  harmless  from and  against any and all liens,
claims,  causes  of  action,   damages,   liabilities  and  expenses  (including
reasonable  attorneys'  fees) arising out of  Purchaser's  inspections  or tests
permitted  under this  Agreement or any violation of the  provisions of Sections
4.3, 4.8 and 4.10; provided,  however, the indemnity shall not extend to protect
Seller from any  pre-existing  liabilities  for  matters  merely  discovered  by
Purchaser  (i.e.,  latent  environmental  contamination)  so long as Purchaser's
actions do not aggravate any  pre-existing  liability of Seller.  Purchaser also
indemnifies  and holds any tenant  harmless from and against any and all claims,
causes of action, damages, liabilities and expenses which such tenant may suffer
or incur due to Purchaser's  breach of its obligation under Section 4.8 above to
maintain the confidential  nature of any Property Documents or other information
relative to such tenant.  Purchaser's  obligations under this Section 4.11 shall
survive the termination of this Agreement and shall survive the Closing.
4.12 Environmental Studies;  Seller's Right to Terminate. As additional
consideration for the transaction contemplated in this Agreement, Purchaser must
provide to  Seller,  immediately  following  the  receipt of same by  Purchaser,
copies of any and all reports,  tests or studies  involving  contamination of or
other  environmental  concerns  relating  to the  Property;  provided,  however,
Purchaser  shall  have no  obligation  to cause any such  tests or studies to be
performed on the Property.  Seller  acknowledges that Purchaser has not made and
does not make any warranty or representation  regarding the truth or accuracy of
any such studies or reports. Notwithstanding Section 4.11 above, Purchaser shall
have no liability or  culpability  of any nature as a result of having  provided
such  information  to Seller  or as a result of  Seller's  reliance  thereon  or
arising out of the fact that Purchaser  merely  conducted such tests or studies,
so long as Purchaser's  actions do not aggravate any  pre-existing  liability of
Seller. In the event that such reports,  tests or studies indicate the existence
or reasonable  potential  existence of any  contamination  of any portion of the
Property  that is not  disclosed in the Property  Documents and that is material
(meaning  that  the  reasonably  estimated  cost  of  remediation  and/or  other
liability  associated  therewith,   as  determined  by  Seller's   environmental
consultants,  exceeds $100,000.00),  then Seller may terminate this Agreement by
giving written notice to Purchaser within ten (10) business days after Purchaser
has provided Seller with copies of such reports, tests or studies, whereupon the
Earnest Money (less the Termination  Reimbursement,  which shall be delivered to
Seller)  shall be  returned  to  Purchaser,  the  parties  shall have no further
obligations   hereunder  except  for  obligations  that  expressly  survive  the
termination  hereof,  and Seller  shall pay to  Purchaser an amount equal to the
lesser of (A) Purchaser's actual out-of-pocket expenditures incurred directly in
connection  with  negotiating  this  Agreement  and/or  conducting due diligence
activities  contemplated  hereunder,  or (B)  Twenty-Five  Thousand  and  No/100
Dollars ($25,000.00), provided, however, that Purchaser must make written demand
of Seller  for such  reimbursement  and  provide  Seller  reasonable  supporting
documentation of actual  expenditures within thirty (30) days of the termination
of this  Agreement,  and if Purchaser  fails to provide such written  demand and
supporting  documentation  within such thirty  (30) day period,  then  Purchaser
shall be deemed to have  forever  waived  its right to recover  any amount  from
Seller.


                          ARTICLE 5 - Title and Survey

5.1  Title  Commitment.  Purchaser  shall  cause  to  be  prepared  and
delivered  to Seller on or before  the Title  Commitment  Delivery  Date:  (i) a
current  commitment for title insurance or preliminary  title report (the "Title
Commitment")  issued by the Title  Company,  in the amount of the Purchase Price
and on a ALTA 1992  Standard  Form  commitment,  with  Purchaser as the proposed
insured,  and (ii) copies of all  documents  of record  referred to in the Title
Commitment as exceptions to title to the Property.

5.2  New or Updated  Survey.  Purchaser may elect to obtain a new survey
or revise,  modify,  or re-certify an existing survey ("Survey") as necessary in
order for the Title Company to delete the survey exception from the Title Policy
or to otherwise satisfy Purchaser's objectives.

5.3 Title Review. During the Title and Survey Review Period,  Purchaser
shall review title to the Property as disclosed by the Title  Commitment and the
Survey.  Seller  shall  have no  obligation  to  cure  title  objections  except
financing liens of an ascertainable  amount created by, under or through Seller,
which liens  Seller  shall  cause to be  released  at or prior to Closing  (with
Seller  having the right to apply the  Purchase  Price or a portion  thereof for
such purpose),  and Seller shall deliver the Property free and clear of any such
financing liens.  Seller further agrees to remove any exceptions or encumbrances
to title which are  voluntarily  created by,  under or through  Seller after the
Effective Date without  Purchaser's  consent.  The term  "Permitted  Exceptions"
shall mean: the specific exceptions  (excluding  exceptions that are part of the
promulgated title insurance form) in the Title Commitment that the Title Company
has not agreed to remove  from the Title  Commitment  as of the end of the Title
and Survey  Review  Period and that Seller is not required to remove as provided
above; matters created by, through or under Purchaser; items shown on the Survey
which have not been removed as of the end of the Inspection Period;  real estate
taxes not yet due and payable;  tenants under any leases;  and any licensees not
terminated as of Closing.

5.4  Delivery of Title  Policy at Closing.  In the event that the Title
Company  does not issue at  Closing,  or  unconditionally  commit at  Closing to
issue,  to  Purchaser,  an owner's  title  policy in  accordance  with the Title
Commitment,  insuring good,  clear and  marketable  title to the Property in the
amount of the  Purchase  Price,  subject  only to the  standard  exceptions  and
exclusions from coverage  contained in such policy and the Permitted  Exceptions
(the  "Title  Policy"),  Purchaser  shall  have  the  right  to  terminate  this
Agreement, in which case the Earnest Money (less the Termination  Reimbursement,
which shall be delivered to Seller) shall be  immediately  returned to Purchaser
and the parties hereto shall have no further rights or  obligations,  other than
those that by their terms survive the termination of this Agreement.


      ARTICLE 6 - Operations, Risk of Loss, and Covenants Prior to Closing

         6.1 Ongoing Operations. From the Effective Date through Closing, Seller
will not enter  into any  contract  that  will be an  obligation  affecting  the
Property  subsequent  to the  Closing,  except  contracts  entered  into  in the
ordinary  course of business that are  terminable  without cause and without the
payment of any  termination  penalty on not more than  thirty  (30) days'  prior
notice.

         6.2      [Intentionally Omitted]

         6.3 Condemnation.  If proceedings in eminent domain are instituted with
respect to the Property or any portion thereof, Purchaser may, at its option, by
written  notice to Seller  given  within  ten (10) days  after  Seller  notifies
Purchaser  of such  proceedings  (and if  necessary  the  Closing  Date shall be
automatically  extended to give  Purchaser the full ten-day  period to make such
election), either: (i) terminate this Agreement, in which case the Earnest Money
(less the Termination  Reimbursement,  which shall be delivered to Seller) shall
be  immediately  returned  to  Purchaser  and the parties  hereto  shall have no
further rights or obligations,  other than those that by their terms survive the
termination of this Agreement,  or (ii) proceed under this  Agreement,  in which
event Seller shall, at the Closing,  assign to Purchaser its entire right, title
and interest in and to any condemnation award, and Purchaser shall have the sole
right after the Closing to  negotiate  and  otherwise  deal with the  condemning
authority in respect of such matter.  If Purchaser  does not give Seller written
notice of its election within the time required  above,  then Purchaser shall be
deemed to have elected option (ii) above.

         6.4  New  Subdivision  Plan.  The  Property  is  comprised  of  (i)  an
approximate  one (1) acre  portion  (the  "One  Acre  Portion")  out of a parcel
currently  containing  approximately  9.77  acres  and  known  as  5  Omni  Way,
Chelmsford,  Massachusetts  and described as Lot 2A on Exhibit A attached hereto
(the "5 Omni Way  Parcel"),  said 5 Omni Way Parcel  being a  registered  parcel
subject to the jurisdiction of the Land Court of Massachusetts,  and (ii) all of
a parcel  containing  approximately  9.16 acres and known as 297 Billerica Road,
Chelmsford, Massachusetts, and described as Lot 1 A on Exhibit A attached hereto
(the  "Non-Registered  Parcel"),  which is not a  registered  parcel.  It is the
parties'  intent  that the One Acre  Portion be  subdivided  from the 5 Omni Way
Parcel pursuant to a new subdivision plan (the "New Subdivision Plan") that must
be  approved  by the Land Court of  Massachusetts.  Seller has  heretofore  been
pursuing  approval  of  the  New  Subdivision  Plan  and  will  continue  to use
reasonable  efforts  to  obtain  such  approval  prior to the  Outside  Date for
Closing.  Among other things, such approval will require that the current tenant
of the 5 Omni Way Parcel, Sun Microsystems, Inc. ("Sun Microsystems"),  agree to
release the One Acre Portion from its  leasehold  estate by the  execution of an
amendment to its existing lease, and further that Seller's current  mortgagee of
the 5 Omni Way Parcel  ("Seller's  Lender") agree to release the One Acre Parcel
from the lien of its mortgage.  Seller shall use reasonable efforts to cause Sun
Micro  Systems  to agree to  release  the One Acre  Portion  from its  leasehold
estate,  and to cause  Seller's  Lender to release the One Acre Portion from the
lien of its  mortgage,  prior to the Outside Date for Closing,  but Seller shall
not be obligated to incur any material cost or expense  whatsoever in connection
therewith,  except  that  Seller  agrees to pay the  release  price  required by
Seller's  Lender,  and  Seller  shall  further  pay any  reasonable,  usual  and
customary  legal fees of Seller's  counsel (but not any legal fees or other fees
that may be  charged  by  Seller's  Lender)  in  connection  with said  release.
Purchaser shall reasonably cooperate with Seller in satisfying the conditions of
this  paragraph,  and shall  reimburse  Seller  for its costs  and  expenses  in
connection  therewith  in  accordance  with the terms of Section  12.20  hereof.
Approval of the New Subdivision  Plan is a condition  precedent to both Seller's
and Purchaser's  obligation to close in accordance with Subsection 7.2.4 hereof.
The  provisions  of  Section  12.22  hereof  shall  apply  with  respect to this
paragraph.

         6.5 New Lease for 2 Omni Way. Seller and Purchaser  intend to negotiate
and enter into a new lease agreement (the "2 Omni Way Lease")  pursuant to which
Purchaser, as tenant, will lease from Seller, as landlord, that certain building
owned by Seller  adjacent to the Property  and known as 2 Omni Way,  Chelmsford,
Massachusetts  (the "2 Omni Way Building").  Seller and Purchaser will negotiate
in good faith and use  reasonable  efforts to execute  and enter into the 2 Omni
Way Lease prior to the  Outside  Date for  Closing.  The 2 Omni Way Lease is and
shall be subject to and  conditioned  on (i)  termination  of the existing lease
agreement between Seller and Sun Microsystems pursuant to which Sun Microsystems
currently leases from Seller the 2 Omni Way Building, and (ii) vacation of the 2
Omni Way Building by Sun  Microsystems.  Seller shall use reasonable  efforts to
cause  Sun  Microsystems  to  terminate  its  lease  and  vacate  the 2 Omni Way
Building,  but  Seller  shall not be  obligated  to incur any  material  cost or
expense  whatsoever  in  connection  therewith.  Satisfaction  of the  foregoing
requirements  is a condition to  Purchaser's  obligation  to close in accordance
with Subsection 7.2.5 hereof,  and if by the Outside Date for Closing the 2 Omni
Way Lease has not been executed and entered into by Seller and Purchaser  and/or
if Sun  Microsystems  has not  terminated  its lease and  vacated the 2 Omni Way
Building,  then Purchaser shall have the right to terminate this  Agreement,  in
which event the Earnest Money (less the Termination  Reimbursement,  which shall
be  delivered  to Seller)  shall be returned to  Purchaser.  The  provisions  of
Section 12.22 hereof shall apply with respect to this paragraph.

         6.6  Drainage  Easement;   Sun  Microsystems'   Consent.  Both  parties
acknowledge  the need for a  non-exclusive  drainage  easement  benefitting  the
Property  (the  "Drainage  Easement")  over and  across the 5 Omni Way Parcel as
shown on the Plan attached  hereto as Exhibit F-1.  Seller and  Purchaser  agree
that the form of Drainage Easement shall be substantially in the form of Exhibit
F-2 hereto.  Final approval of the Drainage Easement is and shall be conditioned
on the current tenant of the 5 Omni Way Parcel,  Sun Microsystems,  and Seller's
Lender  each  consenting  in writing to the  Drainage  Easement  and on Seller's
Lender  subordinating  its  lien to the  Drainage  Easement.  Seller  shall  use
reasonable efforts to cause Sun Microsystems and Seller's Lender each to consent
in writing to the Drainage Easement (and Seller's Lender to subordinate its lien
to the Drainage  Easement)  prior to the Outside  Date for  Closing,  but Seller
shall not be obligated  to incur any cost or expense  whatsoever  in  connection
therewith. If the foregoing requirements have been satisfied as of Closing, then
at Closing  Seller shall  execute the Drainage  Easement  document and have same
recorded  in the real  property  records of the county in which the  Property is
located.   Satisfaction  of  the  foregoing   requirements  is  a  condition  to
Purchaser's  obligation to close in accordance with Subsection 7.2.6 hereof, and
if by the  Outside  Date for Closing the  foregoing  requirements  have not been
satisfied,  then Purchaser shall have the right to terminate this Agreement,  in
which event the Earnest Money (less the Termination  Reimbursement,  which shall
be  delivered  to Seller)  shall be returned to  Purchaser.  The  provisions  of
Section 12.22 hereof shall apply with respect to this paragraph.

         6.7 Building Permit.  Purchaser,  at Purchaser's sole cost and expense,
shall, as soon as reasonably possible after the Effective Date, make application
with the appropriate  municipal  authorities to obtain a building permit for the
construction  of a three (3)  story,  approximate  127,000  square  feet  office
building  on  the  Property;   provided,   however,   prior  to  submitting  any
application,  filing or any other  document in connection  therewith,  Purchaser
shall submit same to Seller for Seller's  approval,  which approval shall not be
unreasonably  withheld  or  delayed so long as  Purchaser  is  otherwise  not in
default under the terms of this Agreement. Purchaser shall diligently pursue the
building permit and use all reasonable  efforts to obtain said permit as soon as
reasonably  possible.  Seller shall reasonably  cooperate with Purchaser in this
regard,  but shall not be obligated to incur any cost or expense  whatsoever  in
connection therewith.  The issuance of a building permit shall be a condition to
Purchaser's  obligation to close, and if Purchaser has not obtained the building
permit or is otherwise  not  satisfied  with the status of the  building  permit
process prior to the Outside  Closing Date,  then Purchaser shall have the right
to  terminate  this  Agreement,  in which  event  the  Earnest  Money  (less the
Termination Reimbursement, which shall be delivered to Seller) shall be returned
to Purchaser.


                               ARTICLE 7 - Closing

         7.1 Closing.  The consummation of the transaction  contemplated  herein
("Closing")  shall occur on the Closing  Date at the offices of Escrow Agent (or
such other  location  as may be mutually  agreed upon by Seller and  Purchaser).
Funds  shall be  deposited  into and held by Escrow  Agent in a  closing  escrow
account with a bank  satisfactory to Purchaser and Seller.  Upon satisfaction or
completion of all closing  conditions and  deliveries,  the parties shall direct
Escrow  Agent to  immediately  record and deliver the closing  documents  to the
appropriate  parties and make disbursements  according to the closing statements
executed by Seller and Purchaser.

         7.2  Conditions  to Parties'  Obligation  to Close.  In addition to all
other  conditions set forth herein,  the obligation of Seller,  on the one hand,
and Purchaser,  on the other hand, to consummate the  transactions  contemplated
hereunder are conditioned upon the following:

                  7.2.1  Representations  and  Warranties.   The  other  party's
representations and warranties contained herein shall be true and correct in all
material respects as of the date of this Agreement and the Closing Date;

                  7.2.2   Deliveries.  As of the Closing Date, the other party
shall have tendered all deliveries to be made at Closing; and

                  7.2.3  Actions,  Suits,  etc.  There shall exist no pending or
threatened  actions,  suits,  arbitrations,  claims,  attachments,  proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy, reorganization
or other  proceedings,  against  the  other  party  that  would  materially  and
adversely  affect the  operation or value of the  Property or the other  party's
ability to perform its obligations under this Agreement.

                  7.2.4 Release of One Acre Portion;  New Subdivision  Plan. The
releases from Sun  Microsystems  and Seller's Lender shall have been obtained in
accordance  with  Section  6.4,  and the New  Subdivision  Plan  shall have been
approved by the Land Court of Massachusetts.  Notwithstanding anything herein to
the contrary,  if this  condition has not been satisfied by the Outside Date for
Closing,  then either party may  terminate  this  Agreement,  in which event the
Earnest  Money (less an amount  equal to the  Termination  Reimbursement,  which
shall be delivered to Seller) shall be delivered to Purchaser.

         In  addition  to the  foregoing  conditions,  the  following  shall  be
additional  conditions to Purchaser's  obligation to consummate the transactions
contemplated hereunder:

                  7.2.5 New Lease  for 2 Omni  Way.  The 2 Omni Way Lease  shall
have been  executed  and  entered  into by Seller and  Purchaser,  and the other
conditions set forth in Section 6.5 shall have been  satisfied.  Notwithstanding
anything herein to the contrary, if this condition has not been satisfied by the
Outside Date for Closing, then Purchaser may terminate this Agreement,  in which
event the Earnest Money (less an amount equal to the Termination  Reimbursement,
which shall be delivered to Seller) shall be delivered to Purchaser.

                  7.2.6  Consent to  Drainage  Easement.  Sun  Microsystems  and
Seller's  Lender shall have  consented to the  Drainage  Easement,  and Seller's
Lender shall have subordinated its lien to the Drainage Easement,  in accordance
with Section  6.6.  Notwithstanding  anything  herein to the  contrary,  if this
condition has not been satisfied by the Outside Date for Closing, then Purchaser
may terminate this  Agreement,  in which event the Earnest Money (less an amount
equal to the  Termination  Reimbursement,  which shall be  delivered  to Seller)
shall be delivered to Purchaser.

                  7.2.7  Building  Permit.  Purchaser  shall have  obtained  the
building permit contemplated by Section 6.7.  Notwithstanding anything herein to
the contrary,  if this  condition has not been satisfied by the Outside Date for
Closing, then Purchaser may terminate this Agreement, in which event the Earnest
Money (less an amount  equal to the  Termination  Reimbursement,  which shall be
delivered to Seller) shall be delivered to Purchaser.

         So long as a party is not in default  hereunder,  if any  condition  to
such  party's  obligation  to proceed  with the Closing  hereunder  has not been
satisfied as of the Closing  Date (or such earlier date as is provided  herein),
such party may, in its sole  discretion,  terminate this Agreement by delivering
written notice to the other party on or before the Closing Date (or such earlier
date as is provided  herein),  or elect to close (or to permit any such  earlier
termination  deadline  to pass)  notwithstanding  the  non-satisfaction  of such
condition,  in which  event such party  shall be deemed to have  waived any such
condition.  In the event  such  party  elects  to close  (or to permit  any such
earlier termination  deadline to pass),  notwithstanding the non-satisfaction of
such condition,  said party shall be deemed to have waived said  condition,  and
there shall be no  liability  on the part of any other party hereto for breaches
of  representations  and  warranties  of which the party  electing  to close had
knowledge at the Closing.

         7.3 Seller's  Deliveries in Escrow. As of or prior to the Closing Date,
Seller shall deliver in escrow to Escrow Agent the following:

                  7.3.1  Deed.  A  quitclaim  deed  in  substantially  the  form
attached hereto as Exhibit E, executed and acknowledged by Seller,  conveying to
Purchaser  Seller's  interest  in the Real  Property,  subject to the  Permitted
Exceptions (the "Deed");

                  7.3.2 Bill of Sale, Assignment and Assumption. A Bill of Sale,
Assignment  and  Assumption  of Leases  and  Contracts  in the form of Exhibit B
attached hereto (the "Assignment"), executed and acknowledged by Seller, vesting
in Purchaser,  without  warranty (except for title),  Seller's right,  title and
interest in and to the property described therein free of any claims, except for
the  Permitted  Exceptions to the extent  applicable.  The  Assignment  shall be
accompanied by any and all consents  necessary for the assignment and assumption
of the Assumed  Contracts  which  Purchaser  has  elected to assume  pursuant to
Section 4.3 thereof.

                  7.3.3  Conveyancing  or Transfer  Tax Forms or  Returns.  Such
conveyancing  or transfer  tax forms or returns,  if any, as are  required to be
delivered or signed by Seller by  applicable  state and local law in  connection
with the conveyance of the Real Property.

                  7.3.4   FIRPTA.  A Foreign Investment in Real Property Tax Act
 affidavit executed by Seller;

                  7.3.5 Drainage  Easement.  If the  requirements of Section 6.6
are satisfied,  the Drainage Easement document agreed to by Seller and Purchaser
substantially  in  the  form  of  Exhibit  F-2  attached  hereto,  executed  and
acknowledged by Seller;

                  7.3.6   2 Omni Way Lease.  If the requirements of Section 6.5
are satisfied, the 2 Omni Way Lease agreed to by Seller and Purchaser, executed 
by Seller;

                  7.3.7 Authority.  Evidence of the existence,  organization and
authority of Seller and of the authority of the persons  executing  documents on
behalf  of  Seller  reasonably  satisfactory  to the  underwriter  for the Title
Policy;

                  7.3.8 Schedule of Additional  Costs. A schedule,  certified by
Seller, of additional costs reasonably incurred by Seller subsequent to the date
through which the actual costs listed on Exhibit H are current, which additional
costs must be substantially  consistent with the types of projected costs listed
on Exhibit H attached hereto; and

                  7.3.10  Additional  Documents.  Any additional  documents that
Escrow  Agent  or the  Title  Company  may  reasonably  require  for the  proper
consummation  of the  transaction  contemplated  by  this  Agreement  (provided,
however,  no such  additional  document shall expand any  obligation,  covenant,
representation  or  warranty  of  Seller  or  result  in any  new or  additional
obligation, covenant,  representation or warranty of Seller under this Agreement
beyond those expressly set forth in this Agreement).

                  7.4  Purchaser's  Deliveries  in Escrow.  As of or prior to
the Closing Date, Purchaser shall deliver in escrow to Escrow Agent the 
following:

                  7.4.1   Bill of Sale, Assignment and Assumption.  
The Assignment, executed and acknowledged by Purchaser;

                  7.4.2 ERISA Letter.  A letter to Seller in the form of Exhibit
C attached  hereto duly executed by Purchaser,  confirming that Purchaser is not
acquiring the Property with the assets of an employee benefit plan as defined in
Section 3(3) of the Employee  Retirement  Income  Security Act of 1974 ("ERISA")
and,  in  the  event   Purchaser   is  unable  or   unwilling  to  make  such  a
representation, Purchaser shall be deemed to be in default hereunder, and Seller
shall have the right to terminate  this  Agreement and to receive and retain the
Earnest Money;

                  7.4.3  Conveyancing  or Transfer  Tax Forms or  Returns.  Such
conveyancing  or transfer  tax forms or returns,  if any, as are  required to be
delivered or signed by Purchaser by applicable state and local law in connection
with the conveyance of Real Property;

                  7.4.4 Drainage  Easement.  If the  requirements of Section 6.6
are satisfied, the Drainage Easement document agreed to by Seller and Purchaser,
substantially  in  the  form  of  Exhibit  F-2  attached  hereto,  executed  and
acknowledged by Purchaser; and
    
                  7.4.5 2 Omni Way Lease.  If the requirements of Section 6.5 
are satisfied, the 2 Omni Way Lease agreed to by Seller and Purchaser, executed 
by Purchaser;

                  7.4.6  Additional  Documents.  Any  additional  documents that
Seller,  Escrow Agent or the Title Company may reasonably require for the proper
consummation  of the  transaction  contemplated  by  this  Agreement  (provided,
however,  no such  additional  document shall expand any  obligation,  covenant,
representation  or  warranty  of  Purchaser  or result in any new or  additional
obligation,  covenant,  representation  or  warranty  of  Purchaser  under  this
Agreement beyond those expressly set forth in this Agreement).

         7.5 Closing Statements.  As of or prior to the Closing Date, Seller and
Purchaser shall deposit with Escrow Agent executed closing statements consistent
with this Agreement in the form required by Escrow Agent.

         7.6 Purchase  Price.  At or before 1:00 p.m.  local time on the Closing
Date,  Purchaser  shall  deliver to Escrow  Agent the Purchase  Price,  less the
Earnest Money that is applied to the Purchase  Price,  plus or minus  applicable
prorations,  in  immediate,  same-day  U.S.  federal funds wired for credit into
Escrow  Agent's  escrow  account,  which funds must be  delivered in a manner to
permit  Escrow  Agent to  deliver  good funds to Seller or its  designee  on the
Closing Date (and, if requested by Seller, by wire transfer);  in the event that
Escrow  Agent is unable to deliver  good funds to Seller or its  designee on the
Closing Date, then the closing statements and related prorations will be revised
as necessary.

         7.7  Possession.  Seller shall  deliver  possession  of the Property to
Purchaser at the Closing subject only to the Permitted Exceptions.

         7.8  Delivery of Books and  Records.  After the  Closing,  Seller shall
deliver to the offices of Purchaser's  property  manager or to the Real Property
to the extent in Seller's or its property manager's possession or control: Lease
Files; maintenance records and warranties;  plans and specifications;  licenses,
permits and  certificates  of  occupancy;  copies or  originals of all books and
records of account,  contracts,  and copies of  correspondence  with tenants and
suppliers;  receipts  for  deposits,  unpaid bills and other papers or documents
which pertain to the Property;  all advertising materials;  booklets;  keys; and
other items, if any, used in the operation of the Property.


                  ARTICLE 8 - Prorations, Deposits, Commissions

         8.1 Prorations. At Closing, the following items shall be prorated as of
the date of Closing with all items of income and expense for the Property  being
borne by  Purchaser  from and after (but  including)  the date of  Closing:  Any
income  and rents;  fees and  assessments;  prepaid  expenses  and  obligations;
accrued operating  expenses;  real and personal ad valorem taxes ("Taxes");  and
any  assessments  by private  covenant  for the  then-current  calendar  year of
Closing. Specifically, the following shall apply to such prorations:

                  8.1.1 Taxes. If Taxes for the year of Closing are not known or
cannot be reasonably  estimated,  Taxes shall be prorated based on Taxes for the
year prior to Closing.  Any additional  Taxes relating to the year of Closing or
prior years  arising out of a change in the use of the Real Property or a change
in ownership  shall be assumed by Purchaser  effective as of Closing and paid by
Purchaser when due and payable,  and Purchaser shall  indemnify  Seller from and
against any and all such Taxes, which  indemnification  obligation shall survive
the Closing.

                  8.1.2  Utilities.  Purchaser shall take all steps necessary to
effectuate the transfer of all utilities to its name as of the Closing Date, and
where necessary,  post deposits with the utility companies.  Seller shall ensure
that  all  utility  meters  are read as of the  Closing  Date.  Seller  shall be
entitled to recover any and all deposits  held by any utility  company as of the
Closing Date.

         8.2      [Intentionally Omitted]

         8.3      Closing Costs.  Closing costs shall be allocated between 
                  Seller and Purchaser in accordance with Section 1.2.
                                                                            
         8.4 Final Adjustment After Closing. If final bills are not available or
cannot be issued prior to Closing for any item being prorated under Section 8.1,
then  Purchaser  and Seller agree to allocate such items on a fair and equitable
basis as soon as such bills are available,  final  adjustment to be made as soon
as reasonably possible after the Closing.  Payments in connection with the final
adjustment  shall be due within  thirty  (30) days of written  notice.  All such
rights and obligations shall survive the Closing.
         8.5      [Intentionally Omitted]
         8.6 Commissions. Seller and Purchaser each represent and warrant to the
other  that no real  estate  brokerage  commission  is  payable to any person or
entity in connection with the transaction  contemplated  hereby, and each agrees
to and does hereby  indemnify and hold the other harmless against the payment of
any  commission  to any other  person or entity  claiming  by,  through or under
Seller or Purchaser, as applicable. This indemnification shall extend to any and
all claims,  liabilities,  costs and expenses (including  reasonable attorneys'
fees and litigation  costs) arising as a result of such claims and shall survive
the Closing.


                   ARTICLE 9 - Representations and Warranties

         9.1 Seller's  Representations  and  Warranties.  Seller  represents and
warrants to Purchaser that:

                  9.1.1  Organization  and  Authority.   Seller  has  been  duly
organized, is validly existing, and is in good standing in the state in which it
was formed and is  authorized  to do  business  and is in good  standing  in the
Commonwealth of  Massachusetts.  Seller has the full right and authority and has
obtained any and all consents required to enter into this Agreement and (subject
to the expressed  conditions set forth in this Agreement) to consummate or cause
to be consummated the transactions contemplated hereby. This Agreement has been,
and all of the  documents  to be  delivered  by Seller at the  Closing  will be,
authorized and executed and constitute, or will constitute, as appropriate,  the
valid and binding  obligation of Seller,  enforceable  in accordance  with their
terms.

                  9.1.2 Conflicts and Pending Actions.  There is no agreement to
which  Seller is a party or, to  Seller's  knowledge,  that is binding on Seller
which is in conflict with this  Agreement.  To Seller's  knowledge,  there is no
action or  proceeding  pending or threatened  against  Seller or relating to the
Property, which challenges or impairs Seller's ability to execute or perform its
obligations under this Agreement.

                  9.1.3  Tenant/Leases.  As of the Effective Date,  there are no
tenants of the Property.

                  9.1.4   Service Contracts.  To Seller's knowledge, there are
no service contracts with respect to the Property.

                  9.1.5  Notices  from  Governmental  Authorities.  To  Seller's
knowledge,  Seller has not  received  from any  governmental  authority  written
notice of any  material  violation  of any laws  applicable  (or  alleged  to be
applicable)  to the  Real  Property,  or any  part  thereof,  that  has not been
corrected, except as may be reflected by the Property Documents.


                  9.1.6.  Project Costs.  The project costs listed on Exhibit H
and any additional
costs  incurred by Seller  between  the  Effective  Date and the  Closing  were
incurred  in good  faith by Seller in  connection  with the  development  of the
Property and the costs and any such additional costs are true and correct in all
material respects and represent arms-length  transactions between Seller and the
parties to whom such costs are payable.

                  9.1.7.  Sun Microsystem Agreements.  To Seller's knowledge,
the agreements
of Sun  Microsystems  as described in Sections 6.4 and 6.6 hereof have been, or
as of Closing will have been, duly  authorized and executed by Sun  Microsystems
and are, or as of Closing will be, valid and binding  agreements  in  accordance
with their respective terms.

         9.2 Purchaser's  Representations and Warranties.  Purchaser  represents
and warrants to Seller that:

                  9.2.1  Organization  and  Authority.  Purchaser  has been duly
organized and is validly existing as a corporation in good standing in the State
of  Delaware  and is  qualified  to do  business  in the state in which the Real
Property is located. Purchaser has the full right and authority and has obtained
any and all consents  required to enter into this Agreement and to consummate or
cause to be consummated the transactions contemplated hereby. This Agreement has
been,  and all of the documents to be delivered by Purchaser at the Closing will
be,  authorized and properly  executed and constitute,  or will  constitute,  as
appropriate,  the valid and binding  obligation  of  Purchaser,  enforceable  in
accordance with their terms.

                  9.2.2 Conflicts and Pending  Action.  There is no agreement to
which  Purchaser  is a party or to  Purchaser's  knowledge  binding on Purchaser
which is in  conflict  with this  Agreement.  There is no  action or  proceeding
pending  or,  to  Purchaser's  knowledge,  threatened  against  Purchaser  which
challenges or impairs  Purchaser's ability to execute or perform its obligations
under this Agreement.

         9.3 Survival of Representations and Warranties. The representations and
warranties set forth in this Article 9 are made as of the date of this Agreement
and are remade as of the Closing  Date and shall not be deemed to be merged into
or waived by the  instruments  of Closing,  but shall  survive the Closing for a
period of twelve (12) months (the "Survival Period"). Terms such as "to Seller's
knowledge," "to the best of Seller's  knowledge" or like phrases mean the actual
present and conscious  awareness or knowledge of Paul Douglas,  asset manager of
the  Property  ("Asset  Manager's  Employee"),  without  any duty of  inquiry or
investigation;  provided that so qualifying Seller's knowledge shall in no event
give rise to any personal  liability on the part of Asset Manager's  Employee or
any other officer or employee of Seller or its Asset Manager,  on account of any
breach of any  representation  or warranty made by Seller herein.  Said terms do
not include constructive  knowledge,  imputed knowledge,  or knowledge Seller or
such persons do not have but could have obtained  through further  investigation
or inquiry.  No broker,  agent, or party other than Seller is authorized to make
any representation or warranty for or on behalf of Seller. Each party shall have
the right to bring an action against the other on the breach of a representation
or  warranty  hereunder,  but only on the  following  conditions:  (i) the party
bringing  the action for breach  first  learns of the breach  after  Closing and
files such action within the Survival Period,  and (ii) neither party shall have
the  right to bring a cause  of  action  for a  breach  of a  representation  or
warranty unless the damage to such party on account of such breach (individually
or when combined with damages from other breaches) equals or exceeds $15,000.00.
Neither  party  shall  have any  liability  after  Closing  for the  breach of a
representation  or  warranty  hereunder  of which the  other  party  hereto  had
knowledge  as  of  Closing.  Furthermore,  Purchaser  agrees  that  the  maximum
liability  of Seller for the  alleged  breach of any or all  representations  or
warranties set forth in this Agreement is limited to $250,000.00. The provisions
of this Section 9.3 shall survive the Closing. Any breach of a representation or
warranty that occurs prior to Closing shall be governed by Article 10.


                        ARTICLE 10 - Default and Remedies

         10.1 Seller's  Remedies.  If Purchaser fails to perform its obligations
pursuant to this  Agreement at or prior to Closing for any reason except failure
by  Seller  to  perform  hereunder,  or if prior to  Closing  any one or more of
Purchaser's  representations or warranties are breached in any material respect,
Seller  shall be  entitled,  as its sole remedy  (except as provided in Sections
4.11,  8.6, 10.3 and 10.4 hereof),  to terminate  this Agreement and recover the
Earnest Money as liquidated damages and not as penalty,  in full satisfaction of
claims against  Purchaser  hereunder.  Seller and Purchaser  agree that Seller's
damages resulting from Purchaser's default are difficult, if not impossible,  to
determine  and the Earnest  Money is a fair  estimate of those damages which has
been  agreed to in an effort to cause the amount of such  damages to be certain.
Notwithstanding  anything in this Section 10.1 or in Exhibit G to the  contrary,
in the event of Purchaser's default and a termination of this Agreement,  Seller
shall have all remedies  available at law or in equity in the event Purchaser or
any party  related to or  affiliated  with  Purchaser is asserting any claims or
right to the Property that would  otherwise  delay or prevent Seller from having
clear,  indefeasible and marketable  title to the Property.  In all other events
Seller's  remedies shall be limited to those  described in this Section 10.1 and
Sections 4.11, 8.6, 10.3 and 10.4 hereof.

         10.2 Purchaser's  Remedies.  If Seller fails to perform its obligations
pursuant to this Agreement for any reason except failure by Purchaser to perform
hereunder, or if prior to Closing any one or more of Seller's representations or
warranties are breached in any material  respect,  Purchaser shall elect, as its
sole remedy,  either to (i)  terminate  this  Agreement by giving  Seller timely
written  notice of such election  prior to or at Closing and recover the Earnest
Money, (ii) enforce specific performance,  or (iii) waive said failure or breach
and  proceed  to  Closing.  Notwithstanding  anything  herein  to the  contrary,
Purchaser  shall be  deemed to have  elected  to  terminate  this  Agreement  if
Purchaser  fails to  deliver  to Seller  written  notice of its intent to file a
claim or assert a cause of action for specific  performance against Seller on or
before twenty (20) business days following the scheduled Closing Date or, having
given  such  notice,  fails to file a lawsuit  asserting  such claim or cause of
action in the county in which the  Property is located  within  three (3) months
following the scheduled Closing Date.  Purchaser's  remedies shall be limited to
those  described in this Section  10.2 and  Sections  10.3 and 10.4 hereof.  If,
however,  the  equitable  remedy  of  specific  performance  is  not  available,
Purchaser  may seek any other  right or remedy  available  at law or in  equity;
provided,  however, that in no event shall Seller's liability exceed the Earnest
Money, if it is not refunded to Purchaser), plus the lesser of (i) $75,000.00 or
(ii) the actual reasonable out-of-pocket expenses incurred by Purchaser and paid
(A) to  Purchaser's  attorneys  in  connection  with  the  negotiation  of  this
Agreement  and (B) to unrelated  and  unaffiliated  third party  consultants  in
connection   with  the   performance   of   examinations,   inspections   and/or
investigations  pursuant to Article 4. For purposes of this provision,  specific
performance  shall be considered  not available to Purchaser  only if a court of
competent  jurisdiction  (or  an  arbitrator,   as  per  Exhibit  G)  determines
conclusively that Purchaser is entitled to specific performance on the merits of
its claim but said court or arbitrator is unable to enforce specific performance
due to reasons beyond the control of the court or arbitrator.  IN NO EVENT SHALL
SELLER'S DIRECT OR INDIRECT PARTNERS,  SHAREHOLDERS,  OWNERS OR AFFILIATES,  ANY
OFFICER,  DIRECTOR,  EMPLOYEE OR AGENT OF THE  FOREGOING,  OR ANY  AFFILIATE  OR
CONTROLLING  PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR
OTHER  LIABILITY  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE PROPERTY,
WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

         10.3  Attorneys'  Fees.  In the event either  party  hereto  employs an
attorney in  connection  with claims by one party against the other arising from
the  operation  of  this  Agreement,  the  non-prevailing  party  shall  pay the
prevailing  party all reasonable fees and expenses,  including  attorneys' fees,
incurred in connection with such claims.

         10.4 Other Expenses. If this Agreement is terminated due to the default
of a party,  then the  defaulting  party  shall pay any fees or  charges  due to
Escrow  Agent for holding the Earnest  Money as well as any escrow  cancellation
fees or charges and any fees or charges due to the Title Company for preparation
and/or cancellation of the Title Commitment.


                 ARTICLE 11 - Disclaimers, Release and Indemnity

         11.1  Disclaimers  By  Seller.  Except as  expressly  set forth in this
Agreement, it is understood and agreed that Seller and Asset Manager have not at
any  time  made and are not now  making,  and they  specifically  disclaim,  any
warranties or representations of any kind or character, express or implied, with
respect  to  the  Property,   including,  but  not  limited  to,  warranties  or
representations as to (i) matters of title, (ii) environmental  matters relating
to the  Property or any portion  thereof,  including,  without  limitation,  the
presence  of  Hazardous  Materials  in,  on,  under  or in the  vicinity  of the
Property,   (iii)  geological   conditions,   including,   without   limitation,
subsidence,  subsurface conditions,  water table,  underground water reservoirs,
limitations  regarding  the  withdrawal  of water,  and geologic  faults and the
resulting damage of past and/or future faulting, (iv) whether, and to the extent
to which the Property or any portion  thereof is affected by any stream (surface
or  underground),  body of water,  wetlands,  flood  prone  area,  flood  plain,
floodway or special flood hazard, (v) drainage, (vi) soil conditions,  including
the existence of instability, past soil repairs, soil additions or conditions of
soil  fill,  or  susceptibility  to  landslides,   or  the  sufficiency  of  any
undershoring,  (vii) the presence of endangered  species or any  environmentally
sensitive or protected  areas,  (viii) zoning or building  entitlements to which
the Property or any portion thereof may be subject, (ix) the availability of any
utilities to the Property or any portion thereof including,  without limitation,
water, sewage, gas and electric,  (x) usages of adjoining property,  (xi) access
to the Property or any portion  thereof,  (xii) the value,  compliance  with the
plans  and  specifications,   size,   location,   age,  use,  design,   quality,
description, suitability, structural integrity, operation, title to, or physical
or financial  condition of the Property or any portion  thereof,  or any income,
expenses,  charges,  liens,  encumbrances,  rights or claims on or  affecting or
pertaining to the Property or any part  thereof,  (xiii) the condition or use of
the  Property or  compliance  of the Property  with any or all past,  present or
future federal, state or local ordinances, rules, regulations or laws, building,
fire or zoning  ordinances,  codes or other similar laws, (xiv) the existence or
non-existence of underground storage tanks, surface impoundments,  or landfills,
(xv) the  merchantability  of the  Property or fitness of the  Property  for any
particular  purpose,  (xvi) the truth,  accuracy or completeness of the Property
Documents,  (xvii) tax  consequences,  or (xviii) any other matter or thing with
respect to the Property.

         11.2 Sale "As Is,  Where Is."  Purchaser  acknowledges  and agrees that
upon  Closing,  Seller shall sell and convey to Purchaser  and  Purchaser  shall
accept the Property  "AS IS,  WHERE IS, WITH ALL  FAULTS,"  except to the extent
expressly  provided  otherwise in this  Agreement  and any document  executed by
Seller and  delivered to Purchaser at Closing.  Except as expressly set forth in
this  Agreement,  Purchaser  has not relied and will not rely on, and Seller has
not made and is not liable for or bound by, any  express or implied  warranties,
guarantees,  statements,   representations  or  information  pertaining  to  the
Property  or  relating  thereto  (including  specifically,  without  limitation,
Property  information packages distributed with respect to the Property) made or
furnished  by Seller,  the Asset  Manager of the  Property,  or any real  estate
broker,  agent or third party representing or purporting to represent Seller, to
whomever made or given, directly or indirectly,  orally or in writing. Purchaser
represents that it is a knowledgeable,  experienced and sophisticated  purchaser
of real estate and that, except as expressly set forth in this Agreement,  it is
relying  solely on its own  expertise  and that of  Purchaser's  consultants  in
purchasing  the  Property  and shall  make an  independent  verification  of the
accuracy of any documents and  information  provided by Seller.  Purchaser  will
conduct such inspections and  investigations  of the Property as Purchaser deems
necessary,  including,  but not  limited  to,  the  physical  and  environmental
conditions  thereof,  and shall rely upon same.  By  failing to  terminate  this
Agreement  prior  to  the  expiration  of  the  Inspection   Period,   Purchaser
acknowledges  that Seller has afforded  Purchaser a full  opportunity to conduct
such  investigations  of the Property as Purchaser  deemed  necessary to satisfy
itself as to the condition of the Property and the existence or non-existence or
curative  action to be taken  with  respect  to any  Hazardous  Materials  on or
discharged  from the  Property,  and will rely solely upon same and not upon any
information  provided by or on behalf of Seller or its agents or employees  with
respect thereto,  other than such  representations,  warranties and covenants of
Seller as are expressly  set forth in this  Agreement.  Upon Closing,  Purchaser
shall  assume the risk that  adverse  matters,  including,  but not  limited to,
adverse  physical or construction  defects or adverse  environmental,  health or
safety  conditions,  may not have been revealed by Purchaser's  inspections  and
investigations.

Purchaser's Initials                    

         11.3 Seller Released from  Liability.  Purchaser  acknowledges  that it
will have the opportunity to inspect the Property during the Inspection  Period,
and during  such  period,  observe its  physical  characteristics  and  existing
conditions and the opportunity to conduct such investigation and study on and of
the Property and adjacent  areas as Purchaser  deems  necessary,  and  Purchaser
hereby  FOREVER  RELEASES  AND  DISCHARGES  Seller  and Asset  Manager  from all
responsibility and liability,  including without  limitation,  liabilities under
the Comprehensive Environmental Response, Compensation and Liability Act Of 1980
(42  U.S.C.  Sections  9601 et  seq.),  as  amended  ("CERCLA"),  regarding  the
condition  (including the presence in the soil, air, indoor air,  structures and
surface and  subsurface  waters,  of Hazardous  Materials or other  materials or
substances  that  have  been or may in the  future  be  determined  to be toxic,
hazardous,  undesirable  or  subject  to  regulation  and  that  may  need to be
specially  treated,  handled  and/or  removed from the Property under current or
future federal,  state and local laws,  regulations or  guidelines),  valuation,
salability  or utility  of the  Property,  or its  suitability  for any  purpose
whatsoever.  Purchaser  further  hereby WAIVES (and by closing this  transaction
will be deemed to have waived) any and all objections to or complaints regarding
(including,  but not limited to, federal,  state, municipal and common law based
actions),  or any private right of action under,  state and federal law to which
the Property is or may be subject,  including, but not limited to, CERCLA, RCRA,
physical characteristics and existing conditions, including, without limitation,
structural and geologic  conditions,  subsurface  soil and water  conditions and
solid and  hazardous  waste and Hazardous  Materials  on, under,  adjacent to or
otherwise  affecting the Property.  Purchaser further hereby assumes the risk of
changes in applicable laws and regulations  relating to past, present and future
environmental  conditions  on the Property  and the risk that  adverse  physical
characteristics and conditions,  including,  without limitation, the presence of
Hazardous  Materials or other  contaminants,  may not have been  revealed by its
investigation.

         11.4 "Hazardous  Materials"  Defined.  For purposes hereof,  "Hazardous
Materials"  means "Hazardous  Material,"  "Hazardous  Substance,"  "Pollutant or
Contaminant,"  and  "Petroleum"  and "Natural  Gas  Liquids," as those terms are
defined or used in Section  101 of CERCLA,  and any other  substances  regulated
because  of  their  effect  or  potential   effect  on  public  health  and  the
environment,  including,  without limitation,  PCBs, lead paint, asbestos,  urea
formaldehyde, radioactive materials, putrescible, and infectious materials.

         11.5     [Iintentionally Omitted]

         11.6  Survival.  The  terms and  conditions  of this  Article  11 shall
expressly  survive the  Closing,  not merge with the  provisions  of any closing
documents and shall be incorporated into the Deed.

         Purchaser  acknowledges  and  agrees  that the  disclaimers  and  other
agreements  set forth  herein are an integral  part of this  Agreement  and that
Seller would not have agreed to sell the Property to Purchaser  for the Purchase
Price without the disclaimers and other agreements set forth above.


                           ARTICLE 12 - Miscellaneous

         12.1  Parties  Bound;  Assignment.   This  Agreement,  and  the  terms,
covenants, and conditions herein contained, shall inure to the benefit of and be
binding upon the heirs,  personal  representatives,  successors,  and assigns of
each of the parties hereto. Purchaser may assign its rights under this Agreement
upon  the  following  conditions:  (i)  the  Assignee  of  Purchaser  must be an
affiliate of Purchaser or an entity controlling,  controlled by, or under common
control with  Purchaser,  (ii) all of the Earnest Money must have been delivered
in  accordance  herewith,  (iii) the  Inspection  Period shall be deemed to have
ended,  (iv) the assignee of Purchaser shall assume all obligations of Purchaser
hereunder,  but Purchaser shall remain  primarily  liable for the performance of
Purchaser's obligations, and (v) a copy of the fully executed written assignment
and  assumption  agreement  shall be  delivered to Seller at least ten (10) days
prior to Closing.

         12.2 Headings. The article, section, subsection, paragraph and/or other
headings  of this  Agreement  are for  convenience  only and in no way  limit or
enlarge the scope or meaning of the language hereof.

         12.3  Invalidity  and Waiver.  If any portion of this Agreement is held
invalid or inoperative,  then so far as is reasonable and possible the remainder
of this  Agreement  shall be deemed  valid and  operative,  and, to the greatest
extent legally  possible,  effect shall be given to the intent manifested by the
portion  held  invalid or  inoperative.  The failure by either  party to enforce
against the other any term or provision of this Agreement shall not be deemed to
be a waiver of such party's right to enforce against the other party the same or
any other such term or provision in the future.

         12.4 Governing Law. This Agreement shall, in all respects, be governed,
construed,  applied,  and  enforced in  accordance  with the law of the state in
which the Real Property is located.

         12.5  Survival.  The  provisions  of this  Agreement  that  contemplate
performance  after the  Closing  and the  obligations  of the  parties not fully
performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments of Closing.

         12.6  Entirety  and  Amendments.  This  Agreement  embodies  the entire
agreement   between  the  parties  and  supersedes  all  prior   agreements  and
understandings  relating  to the  Property.  This  Agreement  may be  amended or
supplemented only by an instrument in writing executed by the party against whom
enforcement is sought.

    12.7     Time.  Time is of the essence in the performance of this Agreement.

         12.8  Confidentiality.  Purchaser shall make no public  announcement or
disclosure of any  information  related to this Agreement to outside  brokers or
third parties without the prior written  specific  consent of Seller;  provided,
however,  that  Purchaser  may,  subject to the  provisions of Section 4.8, make
disclosure of this  Agreement to its Permitted  Outside  Parties as necessary to
perform  its  obligations  hereunder  and as  may  be  required  under  laws  or
regulations applicable to Purchaser.

         12.9 Notices.  All notices required or permitted  hereunder shall be in
writing and shall be served on the parties at the addresses set forth in Section
1.3. Any such notices  shall,  unless  otherwise  provided  herein,  be given or
served (i) by  depositing  the same in the United  States  mail,  postage  paid,
certified  and  addressed  to the  party to be  notified,  with  return  receipt
requested,  (ii) by overnight delivery using a nationally  recognized  overnight
courier,  (iii)  by  personal  delivery,  or (iv)  by  facsimile,  evidenced  by
confirmed  receipt.  Notice  deposited  in the  mail in the  manner  hereinabove
described shall be effective on the third (3rd) business day after such deposit.
Notice given in any other manner shall be effective only if and when received by
the party to be  notified  between  the hours of 8:00 a.m.  and 5:00 p.m. of any
business  day with  delivery  made after such  hours to be deemed  received  the
following  business day. A party's  address may be changed by written  notice to
the other party; provided,  however, that no notice of a change of address shall
be  effective  until actual  receipt of such  notice.  Copies of notices are for
informational  purposes  only,  and a failure to give or  receive  copies of any
notice shall not be deemed a failure to give notice. Notices given by counsel to
the Purchaser shall be deemed given by Purchaser and notices given by counsel to
the Seller shall be deemed given by Seller.

         12.10 Construction.  The parties acknowledge that the parties and their
counsel have reviewed and revised this  Agreement and agree 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 exhibits or amendments hereto.

         12.11  Calculation  of Time Periods.  Unless  otherwise  specified,  in
computing any period of time described herein, the day of the act or event after
which the designated  period of time begins to run is not to be included and the
last day of the period so computed is to be included,  unless such last day is a
Saturday,  Sunday or legal holiday for national  banks in the location where the
Property  is located,  in which event the period  shall run until the end of the
next day which is neither a Saturday,  Sunday, or legal holiday. The last day of
any period of time  described  herein shall be deemed to end at 5:00 p.m.  local
time in the state in which the Real Property is located.
         12.12 Execution in Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement.  To facilitate execution of
this  Agreement,  the parties may execute and  exchange by  telephone  facsimile
counterparts of the signature pages,  provided that executed  originals  thereof
are forwarded to the other party on the same day by any of the delivery  methods
set forth in Section 12.9 other than facsimile.

         12.13 No  Recordation.  Without  the prior  written  consent of Seller,
there shall be no recordation of either this Agreement or any memorandum hereof,
or any affidavit  pertaining  hereto, and any such recordation of this Agreement
or  memorandum or affidavit by Purchaser  without the prior  written  consent of
Seller shall constitute a default hereunder by Purchaser, whereupon Seller shall
have the remedies set forth in Section 10.1 hereof.

         12.14  Further  Assurances.  In addition to the acts and deeds  recited
herein and  contemplated to be performed,  executed  and/or  delivered by either
party at Closing, each party agrees to perform, execute and deliver, but without
any  obligation to incur any  additional  liability or expense,  on or after the
Closing any further deliveries and assurances as may be reasonably  necessary to
consummate  the  transactions  contemplated  hereby or to  further  perfect  the
conveyance, transfer and assignment of the Property to Purchaser.

         12.15 Discharge of Obligations. The acceptance of the Deed by Purchaser
shall be deemed to be a full  performance and discharge of every  representation
and warranty  made by Seller herein and every  agreement  and  obligation on the
part of Seller to be performed  pursuant to the  provisions  of this  Agreement,
except those which are herein specifically stated to survive Closing.

         12.16 ERISA.  Under no circumstances  shall Purchaser have the right to
assign this Agreement to any person or entity owned or controlled by an employee
benefit plan if Seller's sale of the Property to such person or entity would, in
the  reasonable  opinion of Seller's ERISA  advisors or  consultants,  create or
otherwise cause a "prohibited  transaction"  under ERISA. In the event Purchaser
assigns this  Agreement or transfers  any ownership  interest in Purchaser,  and
such  assignment  or transfer  would make the  consummation  of the  transaction
hereunder a "prohibited transaction" under ERISA and necessitate the termination
of this Agreement  then,  notwithstanding  any contrary  provision  which may be
contained herein, Seller shall have the right to terminate this Agreement.

         12.17 No Third Party Beneficiary.  The provisions of this Agreement and
of the documents to be executed and delivered at Closing are and will be for the
benefit of Seller,  Asset Manager and Purchaser only and are not for the benefit
of any third party (other than Asset Manager),  and accordingly,  no third party
(other than Asset  Manager)  shall have the right to enforce the  provisions  of
this  Agreement or of the  documents  to be executed  and  delivered at Closing,
except  that  a  tenant  of  the  Property  may  enforce  Purchaser's  indemnity
obligation under Section 4.11 hereof.

         12.18  Asset  Manager:  Designated  Representative.  Seller has engaged
Archon Group, L.P. or affiliated  companies ("Asset Manager") to provide certain
asset  management  services with respect to the Property,  including acting as a
liaison  between  Seller and Purchaser in connection  with the Property and this
Agreement.   The  Asset  Manager  will  appoint  one  or  more   representatives
("Designated  Representative(s)") to deal with Purchaser. Whenever any approval,
acceptance,  consent, direction or action of Seller is required pursuant to this
Agreement,  Purchaser  shall  send to the  Designated  Representative  a written
notice  requesting  same,  which notice shall: (i) describe in detail the matter
for which such  approval,  acceptance,  consent,  direction  or other  action of
Seller is requested; (ii) be accompanied by a copy of any contract, agreement or
other  document to be  executed by Seller  evidencing  such  approval,  consent,
acceptance,  direction  or action of Seller;  and (iii) be  accompanied  by such
other  documents,  written  explanations  and  information  as may be reasonably
necessary to explain the request  fully and  completely.  The Asset Manager will
communicate Seller's response to any such requests to Purchaser.

         12.19 Mandatory Arbitration.  The parties have agreed to submit certain
disputes to mandatory arbitration in accordance with the provisions of Exhibit G
attached hereto and made a part hereof for all purposes.

         12.20 Termination Reimbursement. Notwithstanding anything herein to the
contrary,  in all events where the Earnest Money is to be returned to Purchaser,
other than in case of (i)  Seller's  default and failure to close  hereunder  or
(ii)  failure of Seller to obtain  from  Seller's  Lender the release of the One
Acre Portion as  contemplated  by Section 6.4, or (iii)  failure of Seller to be
ready,  willing and able to deliver marketable title to the Property (subject to
the Permitted  Exceptions)  to Purchaser in accordance  with this  Agreement,  a
portion of the Earnest Money equal to the sum of all costs and expenses incurred
by Seller from and after  December 19, 1998 in connection  with the  prospective
development  of the  Property,  including  without  limitation  those  costs and
expenses  listed on Exhibit H  attached  hereto,  to the extent  said costs were
incurred on or after  December  19,  1998,  and  additional  costs and  expenses
incurred subsequent to the date through which the actual costs listed on Exhibit
H  are  current  (collectively,  the  "Termination  Reimbursement"),   shall  be
delivered  to Seller as  reimbursement  to Seller,  Purchaser  having  agreed to
reimburse  Seller for all such costs  incurred from and after December 19, 1998,
regardless of whether  Purchaser closes on the transaction,  as consideration to
Seller  for  entering  into this  Agreement.  If the  amount of the  Termination
Reimbursement  exceeds the Earnest Money, then the entire Earnest Money shall be
delivered to Seller and Purchaser shall  immediately pay to Seller the remainder
of the Termination Reimbursement, which obligation shall survive the termination
of this Agreement.

         12.21.  Further  Assurances.  Notwithstanding  anything  hereto  to the
contrary,  Seller  agrees that if  Purchaser  reasonably  determines  that other
permits and  approvals  are  required  for the  development  of the  Property in
accordance  with  existing  permits and  approvals  and  otherwise  as currently
contemplated,  Seller will take no action  adverse to the interests of Purchaser
with respect to any such  proceeding  and will  cooperate  with Purchaser in all
reasonable respects in connection with any such proceeding, but Seller shall not
be obligated to incur any liability or material expense in connection therewith.
This Section 12.21 shall survive the Closing for a period of one (1) year.

         12.22.  W9/TIB.  It is  acknowledged  that W9/TIB  Real Estate  Limited
Partnership,  a Delaware  limited  partnership  ("W9/TIB"),  a related entity to
Seller,  is the  current  owner of the 5 Omni Way  Parcel (of which the One Acre
Portion is a part) and the 2 Omni Way  Building.  For purposes of Sections  6.4,
6.5, 6.6 and 12.23  hereof,  and with respect to any  expressed  covenant on the
part of Seller  that  pertains  to the 5 Omni Way  Parcel  and/or the 2 Omni Way
Building,  Seller agrees to cause W9/TIB to perform or to cooperate  with Seller
in permitting Seller to perform said covenants.  Without limiting the generality
of the foregoing,  and subject to the provisions of Section 6.4,  Seller intends
to have W9/TIB convey the One Acre Portion to Seller prior to Closing.

         12.23 Telecommunication Easement. Seller agrees that at any time within
twelve (12) months after the Closing (the "Telecommunications Easement Period"),
if requested by  Purchaser  in writing and subject to the  conditions  set forth
below,  Seller  shall grant a  non-exclusive  easement  (the  "Telecommuncations
Easement") for the installation of  telecommuncations  equipment over and across
the 5 Omni Way Parcel and  connecting  the 2 Omni Way Building to the  Property.
Additionally,  if at  the  time  the  Telecommunications  Easement  is  executed
Purchaser, as tenant, has entered into a binding,  written lease of the building
located at 4 Omni Way,  Chelmsford,  Massachusetts  (the "4 Omni Way Building"),
then at Purchaser's written request the  Telecommunications  Easement shall also
serve to connect the 4 Omni Way Building to the Property. The Telecommunications
Easement  shall survive only for so long as Purchaser  remains a tenant of the 2
Omni Way Building or the 4 Omni Way Building.  Seller and  Purchaser  agree that
the form of written instrument evidencing the Telecommunications  Easement shall
be in a form which is usual and customary for easements of this type (subject to
each party's reasonable approval and subject to the requirements of this Section
12.23) and further agree to negotiate in good faith in order to reach a mutually
acceptable form of  Telecommunications  Easement instrument.  Additionally,  the
location of the  Telecommunications  Easement across the 5 Omni Way Parcel shall
be as directed by Seller,  at Seller's  sole but  reasonable  discretion.  Final
approval of the  Telecommunications  Easement is and shall be conditioned on the
current tenant of the 5 Omni Way Parcel,  Sun Microsystems,  and Seller's Lender
each consenting in writing to the Telecommunications  Easement. Seller shall use
reasonable efforts to cause Sun Microsystems and Seller's Lender each to consent
in writing to the  Telecommunications  Easement as soon as  reasonably  possible
after  Seller  and  Purchaser  have  agreed  on the  form  and  location  of the
Telecommunications  Easement,  but Seller  shall not be  obligated  to incur any
material  cost  or  expense  whatsoever  in  connection  therewith.   All  costs
associated  with the  installation of any  telecommunications  equipment and the
perpetual maintenance thereof shall be borne solely by Purchaser,  and Purchaser
shall  indemnify   Seller  from  and  against  any  and  all  claims,   demands,
liabilities, causes of action, suits, judgments, damages and expenses (including
attorneys'   fees)   arising   from  the   Telecommunications   Easement.   Only
telecommunications  equipment  that is normal and customary  for  communications
between  buildings such as the office  building  contemplated to be built on the
Land, the existing 2 Omni Way Building and the existing 4 Omni Way Building, and
otherwise  acceptable to Seller,  in Seller's  reasonable  discretion,  shall be
permitted.  If for any reason the Closing does not occur or  Purchaser  does not
request the  Telecommunications  Easement in writing prior to the  expiration of
the  Telecommunications  Easement  Period,  or if  Purchaser  does  request  the
Telecommunications  Easement during the  Telecommunications  Easement Period but
thereafter  the condtions to Seller's  obligations  under this Section 12.23 are
not satisfied, then Seller's obligation to grant the Telecommunications Easement
shall forever terminate and be of no further force or effect. The agreements set
forth in this Section 12.23 shall survive the Closing.

                         SIGNATURE PAGE TO AGREEMENT OF
                                PURCHASE AND SALE
                                 BY AND BETWEEN
                    W9/TIB-L REAL ESTATE LIMITED PARTNERSHIP
                                       AND
                               KRONOS INCORPORATED


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the day and year written below.


                 SELLER: W9/TIB-L Real Estate Limited Partnership,
                         a Delaware limited partnership

                 By:     W9/TIB-L, Gen-Par,Inc., a Delaware corporation,
                         General Partner


Date executed by Seller:          By:/s/ S.M. Abelman      
March 29, 1999                    Name: Stephen M. Abelman           
                                  Title: Assistant Vice President            


                 PURCHASER:

                 Kronos Incorporated, a Massachusetts corporation


Date executed by Purchaser:        By:/s/ Lloyd B. Bussell       
March 19, 1999                     Name:  Lloyd B. Bussell  
                                   Title: Vice President, Manufacturing  

                             JOINDER BY ESCROW AGENT

Escrow Agent has executed  this  Agreement in order to confirm that Escrow Agent
has received and shall hold the Initial  Earnest Money  required to be deposited
under this  Agreement  and the interest  earned  thereto,  in escrow,  and shall
disburse the Earnest Money,  and the interest  earned  thereon,  pursuant to the
provisions of this Agreement.


                        Chicago Title Insurance Company,
                        a ______________________________ 


Date executed by Escrow Agent:        By:/s/ Sharon A. Sbordon      
                                      Name:  Sharon A. Sbordon  
                                      Title: Escrow Officer  
<PAGE>

                                LIST OF EXHIBITS


A        -      Legal Description of Real Property

B        -      Bill of Sale, Assignment and Assumption of Leases and Contracts

C        -      ERISA Letter

D        -      Contract Rights, Permits and Approvals

E        -      Form of Deed

F-1      -      Site Plan of Drainage Easement

F-2      -      Form of Drainage Easement

G        -      Mandatory Arbitration

H        -      Development Costs and Expenses



<PAGE>


Agreement of Purchase and Sale - (Kronos Building, Boston, Massachusetts)

                                    EXHIBIT A
                                LEGAL DESCRIPTION

                                 [see attached]


<PAGE>


            
                                  4

Agreement of Purchase and Sale - (Kronos Building, Boston, Massachusetts)       
                                    EXHIBIT B


                     BILL OF SALE, ASSIGNMENT AND ASSUMPTION
                               (name of property)


         THIS BILL OF SALE,  ASSIGNMENT  AND  ASSUMPTION is made as of the _____
day of  __________________,  by and between  ______________  REAL ESTATE LIMITED
PARTNERSHIP, a Delaware limited partnership ("Assignor"), and _______________, a
____________ ("Assignee").

                                                         W I T N E S S E T H:

         For good and valuable  consideration,  receipt and sufficiency of which
are hereby acknowledged Assignor hereby agree as follows:

         1. Assignor  hereby sells,  transfers,  assigns and conveys to Assignee
the following:

                  a. All right,  title and  interest  of  Assignor in and to all
tangible personal property  ("Personalty") set forth in the inventory on Exhibit
A attached hereto and made a part hereof, and located on, and used in connection
with  the  management,  maintenance  or  operation  of  that  certain  land  and
improvements located in the County of __________, State of ____________, as more
particularly  described  in  Exhibit B attached  hereto  and made a part  hereof
("Real  Property"),  but excluding tangible personal property owned or leased by
Assignor's property manager.

                  b. To the extent assignable,  all right, title and interest of
Assignor in and to any and all  warranties,  guaranties,  indemnities and claims
(including, without limitation, for workmanship,  materials and performance), if
any, which exist or may hereafter exist against any  contractor,  subcontractor,
manufacturer or supplier or laborer, along with any plans and specifications and
other architectural and engineering drawings for the Real Property,  permits and
approvals or development  rights for the development of additional  improvements
or associated with the existing  improvements,  including,  without  limitation,
those  set  forth  on  Exhibit  D  attached  hereto  and  made  a  part  hereof,
(collectively, the "Contracts").

         2. This Bill of Sale,  Assignment  and  Assumption is given pursuant to
that certain Agreement of Sale and Purchase (as amended, the "Purchase Agreement
") dated as of  _____________,  between  Assignor and Assignee,  providing  for,
among other things, the conveyance of the Personalty,  the Tenant Leases and the
Contracts.

         3. As set  forth in  Article  11 of the  Purchase  Agreement,  which is
hereby  incorporated by reference as if herein set out in full and except as set
forth  herein,  the  property  conveyed  hereunder  is conveyed by Assignor  and
accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY  WARRANTIES  OF WHATSOEVER
NATURE,  EXPRESS  OR  IMPLIED,  EXCEPT AS  EXPRESSLY  SET FORTH IN THE  PURCHASE
AGREEMENT,  IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE  EXPRESSLY TO NEGATE
AND  EXCLUDE  ALL  WARRANTIES,   INCLUDING,   WITHOUT  LIMITATION,  THE  IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES
CREATED  BY ANY  AFFIRMATION  OF FACT OR PROMISE  OR BY ANY  DESCRIPTION  OF THE
PROPERTY CONVEYED  HEREUNDER,  OR BY ANY SAMPLE OR MODEL THEREOF,  AND ALL OTHER
WARRANTIES  WHATSOEVER  CONTAINED  IN OR  CREATED  BY  THE  ___________  UNIFORM
COMMERCIAL CODE.

         4. Assignee hereby accepts the assignment of the Personalty, the Tenant
Leases and the Contracts and agrees to assume and discharge,  in accordance with
the terms thereof,  all of the  obligations  thereunder  from and after the date
hereof.  Additionally,  but without  limiting the  generality of the  foregoing,
Assignee  agrees to assume and  discharge  all  leasing  commissions,  costs for
tenant  improvements,  legal fees and other  costs and  expenses  incurred  with
respect to Leases and Lease renewals and extensions  executed  subsequent to the
Effective  Date of the  Agreement  and  those set  forth on  Exhibit E  attached
hereto.

         5. Assignee  agrees to indemnify  and hold  harmless  Assignor from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating  to  Assignee's  failure to perform  any of the  foregoing  obligations
arising from and accruing on or after the date hereof.

         6. Assignor  agrees to indemnify  and hold  harmless  Assignee from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to  Assignor's  failure to perform any of the  obligations  of Assignor
under the Tenant Leases or Contracts,  to the extent  accruing prior to the date
hereof.

         7. This Bill of Sale,  Assignment and Assumption may be executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have executed this Bill
of Sale, Assignment and Assumption as of the date first above written.

                                            ASSIGNOR:

                   __________ REAL ESTATE LIMITED PARTNERSHIP,
                         a Delaware limited partnership

                                            By:      ____________ Gen-Par, Inc.,
                                                     a Delaware corporation,
                                                     its general partner


                                                     By:    
                                                     Name:  
                                                     Title:            



                                            ASSIGNEE:

                                            -------------------------,
                                            a _______________________


                                            By:      
                                            Name:    
                                            Title:   


               [INSERT APPROPRIATE ACKNOWLEDGMENTS FOR THE STATE]


Exhibit A         Personalty
Exhibit B         Real Property
Exhibit C         Tenant Leases
Exhibit D         Contracts
Exhibit E         Lease Costs and Expenses


<PAGE>




                                      [PG NUMBER]

Agreement of Purchase and Sale - (Kronos Building, Boston, Massachusetts)       
                                    EXHIBIT C


                                  ERISA LETTER


____________________, 199__



______________ Real Estate Limited Partnership



         Re:      Acquisition of [Property] in [City, State]

Ladies and Gentlemen:

         The undersigned  represents to you that [Purchaser],  or any affiliates
thereof,  or any firm, person or entity providing  financing for the purchase of
the entire interest of  _______________  Real Estate Limited  Partnership in the
above-described  property  (the  "Property")  are not  using  the  assets  of an
employee  benefit  plan as defined in Section  3(3) of the  Employee  Retirement
Income  Security Act of 1974,  as amended  ("ERISA")  and covered under Title I,
Part 4 of the ERISA or Section  4975 of the Internal  Revenue  Code of 1986,  as
amended,  in the performance or discharge of its obligations  under that certain
Agreement of Purchase and Sale dated __________________,  199__, with respect to
the Property by and between _______________ Real Estate Limited Partnership,  as
Seller,  and the  undersigned,  as Purchaser,  including the  acquisition of the
Property.

                                                     Very truly yours,

                                                            ,
                                                     a          
                                              By:  
                                                     Name:  
                                                     Title: 






<PAGE>


                                                                 9
Agreement of Purchase and Sale - (Kronos Building, Boston, Massachusetts)       
                                    EXHIBIT D

                 LIST OF CONTRACT RIGHTS, PERMITS AND APPROVALS


                                 [see attached]


<PAGE>


                                    EXHIBIT E

                                  FORM OF DEED



COMMONWEALTH OF MASSACHUSETTS       ss.
                                                            ss.
COUNTY OF                                            ss.


         W9/TIB-L  REAL  ESTATE   LIMITED   PARTNERSHIP,   a  Delaware   limited
partnership  having its usual place of business at c/o Archon Group,  L.P.,  600
Las  Colinas  Boulevard,  Suite  1900,  Irving,  Texas  75039  ("Grantor"),  for
consideration  paid, and in full consideration of the sum of Dollars ($ ) grants
to , a  ("Grantee"),  whose address is , with QUITCLAIM  COVENANTS,  all of that
certain real property in County,  Massachusetts,  as more particularly described
on Exhibit A attached  hereto and made a part hereof for all  purposes,  subject
to,  however,  and with the  benefit  of,  all  rights,  agreements,  easements,
reservations  and  restrictions of record,  insofar as the same are or may be in
force and enforceable,  along with the rights of tenants in possession  pursuant
to unrecorded leases and to the lien of real property taxes for fiscal year 1999
(i.e.,  the taxes  assessed as of January 1, 1998) and  subsequent  years to the
extent not yet due and payable, which taxes Grantee, by acceptance and recording
of this Deed, assumes and agrees to pay.

         IN WITNESS  WHEREOF,  the said Grantor has caused these  presents to be
signed,  acknowledged  and delivered in its name and behalf by , Assistant  Vice
President of , Inc., its general partner hereto duly  authorized,  this day of ,
1999 and signed in the presence of:


Name:                               
                         GRANTOR:

                         W9/TIB-L REAL ESTATE LIMITED
                         PARTNERSHIP,
                         a Delaware limited partnership

                         By:                                         , Inc.,
                                                     a Delaware corporation,
                              General Partner


                                      By: 
                                     Name: 
                                     Title: 
THE STATE OF ___________ ss.
                                          ss.
COUNTY OF ___________               ss.

         Then personally appeared before me ,the __________________________ of ,
Inc., a Delaware  corporation,  in its capacity as managing  general  partner of
W9/TIB-L Real Estate Limited Partnership,  a Delaware limited  partnership,  and
acknowledged  that he/she executed the foregoing  instrument as the of , Inc., a
Delaware corporation, on behalf of said corporation, in its capacity as managing
general partner of W9/TIB-L Real Estate Limited Partnership,  a Delaware limited
partnership,  and further  acknowledged  the foregoing  instrument to be his/her
free act and deed and the free act and deed of , Inc.,  a Delaware  corporation,
in its  capacity as managing  general  partner of W9/TIB-L  Real Estate  Limited
Partnership, a Delaware limited partnership.



                                    Notary Public in and for the State of


{PERSONALIZED SEAL}                         Print Name of Notary:


My Commission Expires:







____________________________ 19___________
at ____________ o'clock and _______ minutes ___.m.
Received and entered with _______________________
__________________________________________ Deeds
Book _______________, Page ______________
Attest:
--------------------------------------
                                    Register

RETURN TO:




                           __________________


<PAGE>


         EXHIBIT F-1

                         SITE PLAN OF DRAINAGE EASEMENT


                                 [see attached]


<PAGE>


EXHIBIT F-2

                            FORM OF DRAINAGE EASEMENT


                                 [see attached]


<PAGE>


                                    EXHIBIT G

                              MANDATORY ARBITRATION

The parties have agreed to submit certain  disputes to mandatory  arbitration in
accordance with the following provisions:

         Scope of  Arbitration.  The  parties to this  Agreement  have agreed to
submit all disputes  with an amount in  controversy  of  $250,000.00  or less to
final and binding  arbitration  as the sole and exclusive  remedy for all claims
for damages arising out of, involving,  or relating to (a) this Agreement or (b)
the events giving rise to this Agreement,  including all non-contractual  claims
for damages related to this Agreement or the events giving rise to it (including
claims for fraudulent  inducement of contract).  Notwithstanding  the foregoing,
the dispute  resolution  procedure set forth below shall not apply to (i) claims
for  injunctive  or other  equitable  relief,  or (ii) any  claims  for  damages
exceeding $250,000.00.  The parties agree that two (2) sets of rules will apply,
depending on the amount in controversy. If the amount in controversy is equal to
or less than  $50,000.00,  then SET A (as set forth  below) will  apply.  If the
amount in  controversy  is  greater  than  $50,000.00  and less than or equal to
$250,000.00,  then SET B will apply.  The amount in  controversy  is  calculated
using the  amount of actual  damages  alleged  by the  Claiming  Party  (defined
below),  exclusive  of interest  and  attorneys'  fees.  The dispute  resolution
procedure  set  forth  below  does not  independently  give rise to any right or
remedy.  The procedure is intended to be applied to rights or remedies expressly
granted in other sections of this Agreement.

         Notice of  Dispute.  Any party  shall  give the other  parties  written
notice of the existence and nature of any dispute proposed to be arbitrated (the
"Written  Notice").  The Written  Notice must be served on the other  parties as
required  below.  The party serving  Written  Notice shall be referred to as the
"Claiming Party." The party to whom the claims are directed shall be referred to
as the "Responding Party."

         Appointment of Arbitrators.

                  SET  A:  The  parties  agree  that  these   disputes  will  be
arbitrated  by a single  arbitrator  who is a board  certified or licensed  real
estate attorney in the state in which the Property is located. The parties shall
attempt to agree upon an  arbitrator  within ten (10) days of the service of the
Written Notice. If the parties are unable to agree, then the arbitrator shall be
appointed  from,  and pursuant to the rules for commercial  arbitration  of, the
American  Arbitration  Association.  Prior to appointment,  the arbitrator shall
agree to conduct such  arbitration in strict  accordance  with the terms of this
Agreement.

                  SET  B:  The  parties  agree  that  these   disputes  will  be
arbitrated  by a panel of three (3)  arbitrators.  Each party shall  appoint one
person to serve as an  arbitrator  within  fifteen  (15) days of  receipt of the
Written Notice.  The two (2)  arbitrators  thus appointed shall within seven (7)
days of their appointment together select a third arbitrator with such knowledge
and  expertise  as  necessary  to serve as chairman of the panel of  arbitrators
(preferably a board  certified or licensed real estate  attorney in the state in
which the  Property is located),  and this person  shall serve as chairman.  The
three  arbitrators  shall  determine  all matters,  including  the panel's final
decision with respect to the claims  presented in the  arbitration,  by majority
vote.  If the two  arbitrators  selected by the parties are unable to agree upon
the  appointment  of the  third  arbitrator  within  seven  (7)  days  of  their
appointment,  both shall  give  written  notice of such  failure to agree to the
parties,  and if the  parties  fail to agree  upon the  selection  of such third
arbitrator  within  five (5) days  thereafter,  such third  arbitrator  shall be
appointed  from,  and pursuant to the rules for commercial  arbitration  of, the
American Arbitration  Association.  Prior to appointment,  each arbitrator shall
agree to conduct such  arbitration in strict  accordance  with the terms of this
Agreement.

         Initial  Meeting of the  Arbitrators.  Within  seven (7) days after the
selection  of the last  arbitrator  (SET A:  the  arbitrator;  SET B: the  third
arbitrator), the arbitrator(s) shall conduct an initial meeting with the parties
(the "Initial  Meeting").  All meetings between the arbitrators,  or between the
arbitrator(s) and the parties,  including the Initial Meeting,  may be conducted
by telephone, with the exception of the arbitration hearing at which evidence is
presented. At the Initial Meeting, the parties and the arbitrator(s) shall agree
upon a schedule for the  arbitration  proceedings,  with dates no later than the
deadlines  provided below. The statement of claim, the response to the statement
of claim and  counterclaims  (if any), and the response to the counterclaims (if
any)  (collectively,  the "Pleadings")  shall be submitted to each arbitrator on
the date they are served,  unless  service  occurs prior to  appointment  of all
arbitrators.  If service of any of the Pleadings occurs prior to the appointment
of any of the  arbitrators,  copies of any such Pleadings  shall be submitted to
such arbitrator promptly after such arbitrator's appointment.

         Conduct of the Arbitration.

                  SET A: With respect to each dispute to be arbitrated,  no more
than six (6) months shall pass between the selection of the  arbitrator  and the
release  of a  decision  by the  arbitrator;  no more  than two (2)  depositions
(lasting  in total for both  depositions  no more than 15 hours) may be taken by
each of the Claiming  Party or the Responding  Party,  and no more than ten (10)
interrogatories may be asked for by each of the Claiming Party or the Responding
Party.  The  arbitration  hearing  shall last no more than two (2) days with the
time divided equally between the parties. All proceedings,  including discovery,
depositions, and the arbitration hearings shall be governed by the Federal Rules
of Civil  Procedure and the Local Rules of Civil  Procedure of the United States
District  Court for the district in which the  Property is located,  unless such
rules  conflict  with  the  provisions  of this  Agreement,  in  which  case the
provisions of this Agreement control; provided,  however, that the parties agree
that the provisions of Federal Rule of Civil Procedure 26(a) shall not apply.

                  SET B: With respect to each dispute to be arbitrated,  no more
than eleven (11) months shall pass between the selection of the third arbitrator
and the release of a decision by the  arbitration  panel; no more than eight (8)
depositions  (lasting in total for all eight  depositions no more than 50 hours)
may be taken by each of the Claiming Party or the Responding  Party, and no more
than thirty (30)  interrogatories may be asked for by each of the Claiming Party
or the Responding  Party.  The arbitration  hearing shall last no more than five
(5) days with the time divided  equally  between the parties.  All  proceedings,
including discovery, depositions, and the arbitration hearings shall be governed
by the Federal Rules of Civil  Procedure and the Local Rules of Civil  Procedure
of the United  States  District  Court for the district in which the Property is
located,  unless such rules conflict with the provisions of this  Agreement,  in
which case the provisions of this Agreement control; provided, however, that the
parties agree that the provisions of Federal Rule of Civil Procedure 26(a) shall
not apply.

         Motions.   The   parties  may  make   applications   to  the  panel  of
arbitrator(s) regarding issues of discovery,  procedure and privilege.  Any such
motions  shall  be  made  to  and  resolved  by the  arbitrator(s)  as  soon  as
practicable.  No party shall be permitted  to file any motions for  dismissal of
claims (including dismissal based upon failure to join an indispensable  party),
or for summary judgment,  concerning the claims or counterclaims asserted in any
arbitration.

         Schedule of Arbitration Proceedings.

                  SET A:   At the Initial  Meeting,  the parties and the 
arbitrator  shall agree to a schedule  that conforms with the
following deadlines:

<TABLE>
<CAPTION>

                      Event                                        Deadline Not Later Than
<S>                                                <C>    
Service of statement of claim by Claiming Party    15 days after service of Written Notice
Service of response to statement of claim and      21 days after service of statement of claim
counterclaims, if any, by Responding Party
Service of response to counterclaims, if any, by   7 days after service of counterclaims, if any
the Claiming Party
Commencement of document discovery                 1 day after service of response to statement of claim
Commencement of deposition discovery               45 days after service of statement of claim
Completion of all discovery                        100 days after service of statement of claim
Commencement of the arbitration hearing            21 days after the completion of discovery
Issuance of decision by the arbitrator(s)          14 days after receipt of the last hearing transcript
                                                   by the arbitrator(s). [All sessions of the arbitration
                                                   hearings shall be promptly transcribed and transcripts
                                                   shall be promptly provided to the parties and the
                                                   arbitrator(s).]


SET B:   At the Initial Meeting, the parties and the arbitrators shall agree to a schedule that conforms with the
following deadlines:

                      Event                                        Deadline Not Later Than
Service of statement of claim by Claiming Party    15 days after service of Written Notice
Service of response to statement of claim and      21 days after service of statement of claim
counterclaims, if any, by Responding Party
Service of response to counterclaims, if any, by   7 days after service of counterclaims, if any
the Claiming Party
Commencement of document discovery                 1 day after service of response to statement of claim
Commencement of deposition discovery               75 days after service of statement of claim
Completion of all discovery                        200 days after service of statement of claim
Commencement of the arbitration hearing            30 days after the completion of discovery
Issuance of decision by the arbitrator(s)          14 days after receipt of the last hearing transcript
                                                   by the arbitrator(s). [All sessions of the arbitration
                                                   hearings shall be promptly transcribed and transcripts
                                                   shall be promptly provided to the parties and the
                                                   arbitrator(s).]

</TABLE>

Extensions of Time.  The parties may jointly agree, in writing, to extend any 
of the foregoing deadlines.

         Decision Binding on the Parties.  Unless the parties agree otherwise in
writing, the arbitrator(s)' decision shall become binding on the parties at such
time as the decision is confirmed by order of a court in the jurisdiction  where
the Property is located.  The parties irrevocably and unconditionally  submit to
the  jurisdiction  of such court for any and all  proceedings  relating  to such
confirmation.  Any  award  ordered  shall  be  paid  within  ten  (10)  days  of
confirmation of the arbitrator(s)' decision.

         Cost of Arbitration  Proceeding.  Except as specifically  provided, the
costs  incurred by the parties in  conjunction  with an  arbitration  proceeding
pursuant to this Agreement,  including reasonable  attorney's fees, fees paid to
experts,  and fees for  obtaining  transcripts  shall be paid or  reimbursed  in
accordance  with the provisions of Section 10.3 of the  Agreement.  In the event
that the arbitrators  determine that no party is entitled to  indemnification by
any other  party,  then (a) each  party  shall pay its own  expenses,  including
attorney's fees, fees paid to experts, fees for obtaining transcripts,  expenses
of witnesses called solely by that party, and all fees charged by the arbitrator
appointed by such party and (b) the parties  shall each pay fifty percent of all
remaining expenses of the arbitration proceeding.

         Service of Documents. Any process, notice, memorandum,  motion, demand,
or other paper or  communication,  or  application  to the panel of  arbitrators
shall be  deemed  to have  been  sufficiently  served  or  submitted  if done in
accordance with Section 12.9 of this Agreement, except that service by facsimile
shall not suffice for purposes of this Exhibit G.








<PAGE>


                                                                             1
Agreement of Purchase and Sale - (Kronos Building, Boston, Massachusetts)       
                                    EXHIBIT H

                                    EXHIBIT H

                                297 Billerica Rd.


    Category                       Spent/Date                    Vendor
Sitework                          $19,492.98         G. Conway
         Subtotal                 $19,492.98
Architect & Engineer                 $665.56         Rimmer Environmental
                                   $2,790.00         ENSR
                                   $2,172.03         Elkus Manfredi Architects
                                  $26,182.95         Vanasse & Associates, Inc.
                                 $222,777.72         Spagnolo/Gisness & 
                                                        Associates, Inc.
                                 $129,110.29         Daylor Consulting Group, 
                                                      Inc.
         Subtotal                $383,698.55
Testing                            $7,716.18         McPhail & Associates
         Subtotal                  $7,716.18
Construction Management Fee      $186,070.50         Trammell Crow Company
         Subtotal                $186,070.50
Legal/Closing                     $60,754.60         Riemer & Braunstein
         Subtotal                 $60,754.60
Drainage Easement Legal            $1,555.85         Choate, Hall, Stewart & 
                                                       Stevenson
         Subtotal                  $1,555.85
Utility Design and Permit          $3,600.00         Massachusetts Electric
                                     $172.00
                                   $1,836.00
         Subtotal                  $5,608.00

Total Costs-to-Date              $664,896.66