CONTRIBUTION AGREEMENT


         THIS    CONTRIBUTION    AGREEMENT   is   made   and   entered   as   of
October 8,  1997,  by and between (i) SPRING  VALLEY  JOINT  VENTURE,  a
District of Columbia Joint Venture (the "Contributor") and (ii) FIRST WASHINGTON
REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter referred
to as "FWRLP").

                                               W I T N E S S E T H:

         WHEREAS, Contributor is the record and beneficial owner of all of those
certain  parcels of real  property as more  particularly  described on Exhibit A
hereto  (collectively,  the "Land"),  together with the shopping center known as
Spring  Valley  Shopping  Center  located  in  Washington,  D.C.,  and all other
buildings and improvements not owned by tenants situated thereon  (collectively,
the  "Building"),  and all  personal  property and fixtures not owned by tenants
located  therein  (the  "Personal  Property"),  and all  appurtenances,  rights,
easements,  rights-of-way,  tenements and  hereditaments  incident  thereto (the
"Additional  Property") (the Land,  Building,  Personal  Property and Additional
Property are hereinafter collectively referred to as the "Property"); and

         WHEREAS,  Contributor  and FWRLP  desire to enter  into this  Agreement
relating to the contribution by Contributor to FWRLP of the Property in exchange
for cash and certain interests in FWRLP.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants  and  agreements  herein  contained  and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1.  Contribution.  Subject  to the terms and  conditions  set forth in this
Agreement,  Contributor  and FWRLP agree to the  contribution  by Contributor to
FWRLP (the "Contribution") of all of the Property.

         2.       Consideration.

                  (a) In  consideration  of the  Contribution of the Property to
FWRLP, FWRLP shall assume, pay and issue the following (the "Consideration"):

     (i)  $2,249,000.00,  or such lesser amount which represents the outstanding
principal balance with respect to the Existing Loan (as hereinafter  defined) as
of Closing  (the  "Actual Loan  Amount"),  by FWRLP paying the Existing  Loan as
described below; and



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     (ii) issue common  partnership units of FWRLP (the "Units") in an aggregate
amount  calculated  as follows:  $5,750,000.00  minus the sum of the Actual Loan
Amount, as adjusted for closing or other adjustments herein provided, such total
divided by $25.00 (the "Unit Price") rounded to the nearest one (1) Unit.

                  (b) At Closing,  the Property  shall be  contributed  to FWRLP
with the Property then being subject to the indebtedness,  lien and operation of
the First Trust (as defined below). FWRLP will pay off the Actual Loan Amount at
the Closing.

                  (c) The  Property is presently  encumbered  by a Deed of Trust
and  Security  Agreement  dated  May  1,  1986  (the  "First  Trust")  from  the
Contributor,  as debtor,  for the benefit of Florenz R.  Ourisman and The Valley
Vista Apartments,  Limited Partnership,  as secured party (the "Lender"),  which
First Trust secures an original  principal  indebtedness of  $2,500,796.69  with
interest  thereon  payable over the term thereof at a fixed  interest rate of 9%
per annum,  as evidenced by two Notes from CJS Partners,  a District of Columbia
general partnership,  and Spring Valley Partners, a District of Columbia limited
partnership to Lender  ("Note").  The First Trust and Note and all documents and
instruments executed in connection therewith are collectively referred to as the
"Existing  Loan." The  Existing  Loan is  non-recourse  to  Contributor  and the
Existing Loan may be prepaid in full at any time without any prepayment  penalty
or premium. The outstanding  principal balance under the Existing Loan as of the
date hereof is approximately $2,248,999.00.

         3.       Deposit.

                  (a) Within three (3) business  days after the date of delivery
to FWRLP of an original of this Agreement executed by Contributor  together with
completed  Exhibits  hereto  (the  date of such  delivery  to  FWRLP  being  the
"Acceptance Date"), FWRLP shall deliver to Commercial Settlements,  Inc., 1413 K
Street, N.W., Washington,  D.C. 20005 (the "Title Company"),  as escrow agent, a
deposit  ("Deposit") of Fifty Thousand Dollars  ($50,000.00) by check payable to
the Title  Company.  If FWRLP shall fail to deliver the Deposit when required to
do so, this Agreement shall become null and void and the parties hereto shall be
relieved of all further liability and obligation to each other.

                  (b) The Title  Company will  immediately  provide  Contributor
with written evidence of receipt of such Deposit.  The Title Company shall place
the Deposit in an interest-bearing  account within three (3) days after the date
of receipt  thereof,  and interest on the Deposit shall accrue to the benefit of
the party entitled to the Deposit and shall constitute a part of the Deposit for
all purposes hereof.  The Deposit shall be held by the Title Company pursuant to
the terms and conditions of this Agreement.


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                  (c)  In  the  event  that,  at  any  time  prior  to  Closing,
Contributor  or FWRLP  provides  Title Company with a  certification  (a copy of
which  shall  be  delivered  contemporaneously  to the  other  party)  that  the
Contributor or FWRLP, as the case may be, is entitled to the Deposit pursuant to
the terms of this  Agreement,  Title  Company  shall deliver the Deposit to such
party within ten (10)  business  days after  receipt of said notice,  unless the
other party  disputes such  certification  by written notice to Title Company (a
copy of which shall be delivered contemporaneously to the other party) delivered
within  seven  (7)  business  days of Title  Company's  receipt  of the  initial
certification.  In such event,  Title  Company  shall hold the  Deposit  pending
resolution of such dispute.

                  (d) The parties  acknowledge  that (i) Title Company is acting
solely as escrow agent at their  request and for their  convenience,  (ii) Title
Company shall not be deemed to be the agent of either of the parties,  and (iii)
Title  Company  shall not be liable  to  either  of the  parties  for any act or
omission on its part unless taken or suffered in bad faith, in willful disregard
to this Agreement or involving  gross  negligence.  Contributor  and FWRLP shall
jointly and severally indemnify and hold Title Company harmless from and against
all costs, claims and expenses,  including reasonable  attorneys' fees, incurred
in connection with the performance of Title Company's duties  hereunder,  except
with respect to actions or omissions  taken or suffered by Title  Company in bad
faith, in willful  disregard of this Agreement or involving gross  negligence on
the part of Title Company; provided, however, that if any litigation shall arise
between the Contributor and FWRLP in connection  therewith,  the  non-prevailing
party shall pay all such costs, claims and expenses of the Title Company. In the
event any dispute shall arise between the parties  hereto as to the  disposition
of the Deposit, the Title Company's sole responsibility may be met, at the Title
Company's  option,  by  paying  the  Deposit  into the  court in which  relevant
litigation is pending  between the parties,  or by  initiating  an  interpleader
action,  and upon payment of the Deposit  into court,  neither  Contributor  nor
FWRLP shall have any further right,  claim,  demand, or action against the Title
Company.

         4.  Closing.  Except  as  otherwise  provided  in this  Agreement,  the
Contribution  contemplated  herein shall be consummated at the "Closing",  which
shall take place on the date (the "Closing Date") specified by FWRLP on not less
than ten (10) days notice to  Contributor,  provided that the Closing Date shall
not be later than thirty (30) days after the end of the  Feasibility  Period (as
defined and described in Section 13(b) hereof).  The Closing shall take place at
the offices of  Contributor,  or at such other place as may mutually agreed upon
by Contributor and FWRLP.

         5.  Representations  and Warranties of Contributor.  In order to induce
FWRLP to enter into this  Agreement  and to issue the Common  Units (among other
things)  in  consideration  for  the  Property,  Contributor  hereby  makes  the
following representations, warranties and covenants, each of which is material:

     (a) Authority of  Contributor.  Contributor is a general  partnership  duly
organized  and in good  standing  under the laws of the  District  of  Columbia.
Contributor

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has all necessary  power and  authority and has taken all necessary  partnership
action to  execute,  deliver  and  perform  this  Agreement.  No consents of any
persons other than those  executing this  Agreement as Contributor  are required
for such  execution or to enable  Contributor  to  consummate  the  transactions
contemplated  hereby.  This  Agreement  is the valid and binding  obligation  of
Contributor,  enforceable  against it in accordance with its terms,  except that
such  enforcement may be subject to bankruptcy,  conservatorship,  receivership,
reorganization, insolvency, moratorium or similar laws or procedures relating to
or affecting creditors' rights generally and to general principles of equity.

                  (b) Title.  Contributor  is the sole owner of fee simple title
to the Property, and, to the best of Contributor's knowledge, such title is free
and clear of all liens, encumbrances,  covenants,  conditions,  restrictions and
other matters affecting title,  except for the Permitted  Exceptions (as defined
in Section 8(a)(iii)).

                  (c)   Compliance   with   Existing   Laws.   To  the  best  of
Contributor's  knowledge,  (i)  Contributor  is not in  violation  of,  and  has
complied with any and all applicable  building,  zoning,  environmental or other
ordinances,  statutes or regulations of any governmental  agency,  in respect to
the ownership, use, maintenance,  condition and operation of the Property or any
part thereof, (ii) Contributor possesses all licenses, certificates, permits and
authorizations necessary for the use and operation of the Property in the manner
in which it is currently being operated by Contributor,  and (iii) the requisite
certificates  of the fire  marshalls  or board of fire  underwriters  have  been
issued for the  Property.  To the best of Seller's  knowledge,  the  Property is
zoned C2-A,  and no variance,  exception  or other  modification  of  applicable
zoning laws was  necessary  in order to  authorize  the use or  occupancy of the
Property or any portion thereof.

                  (d) Leases.  True,  correct and complete  copies of all of the
leases of the Property and any amendments thereto  (collectively,  the "Leases")
have been delivered to FWRLP.  Attached  hereto as Exhibit B is a description of
all of the Leases and a current rent  schedule  ("Rent  Schedule")  covering the
Leases. There are no leases or tenancies of any space in the Property other than
those set forth in  Exhibit B or, to the best of  Contributor's  knowledge,  any
subleases or subtenancies  unless  otherwise noted therein.  Except as otherwise
set forth in Exhibit B or elsewhere in this Agreement:

                           (i) to  the  best  of  Contributor's  knowledge,  the
                  Leases are in full force and  effect and  constitute  a legal,
                  valid and binding obligation of the respective tenants and are
                  assignable by Contributor to FWRLP;

                  (ii) no tenant has an option to purchase the Property;

                           (iii) no  renewal  or  expansion  options  have  been
                  granted to the tenants, except as provided in the Leases;

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     (iv) to the best of Contributor's knowledge,  Contributor is not in default
under any of the Leases;

                            (v) the  rents set  forth on the Rent  Schedule  are
                  being collected on a current basis and there are no arrearages
                  in  excess of one  month,  except as  indicated  in  Exhibit B
                  hereto,  nor has any tenant paid any rent,  additional rent or
                  other  charge of any nature  for a period of more than  thirty
                  (30) days in advance;

                           (vi) all work for tenant  alterations  and other work
                  or materials  contracted for by Contributor and any tenant has
                  been  completed,  and all work and  materials  have been fully
                  paid for or will be paid for by Closing by Contributor and all
                  contributions to tenants for tenant improvements, if any, have
                  been  paid  in  full  or  will  be  paid  for  by  Closing  by
                  Contributor;

                           (vii)  Contributor has not sent written notice to any
                  tenant claiming that such tenant is in default,  which default
                  remains uncured,  and to the best of Contributor's  knowledge,
                  no tenant is in default  under its Lease,  except as indicated
                  in Exhibit B hereto;

     (ix) no action or proceeding  instituted against  Contributor by any tenant
is presently pending in any court; and

                            (x) there are no security  deposits other than those
                  set forth in Exhibit B.

                  (e)  Service  Contracts.  Attached  hereto  as  Exhibit C is a
complete  and  correct  list of all  contracts  or  agreements  relating  to the
management,  leasing,  operation,  maintenance  or repair of the  Property  (the
"Service Contracts").  All of the Service Contracts set forth on Exhibit C shall
be assumed by FWRLP as of the Closing Date,  unless FWRLP  notifies  Contributor
before the end of the Feasibility  Period to terminate any or all of the Service
Contracts.  No  Service  Contract  will  be  terminated,  amended,  modified  or
supplemented  prior to the Closing Date without  FWRLP's prior written  approval
(except that any  management  and leasing  agreement  shall be  terminated as of
Closing).

                  (f) Tax  Bills.  Attached  hereto  as  Exhibit  D are true and
correct  copies of tax bills issued by any  applicable  Federal,  state or local
governmental  authority to Contributor with respect to the Property for the most
recent past and current tax years, and any new assessment  received with respect
to a current or future tax year.

                  (g) Insurance.  Attached hereto as Exhibit E are copies of all
hazard, liability and other insurance policies presently affording coverage with
respect to the Property. Contributor shall maintain in full force and effect all
such policies until the Closing Date and following expiration of the Feasibility
Period shall cause its insurer to

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name FWRLP as an additional  insured as a contract party on its rent loss policy
with respect to the Property.

                  (h) Condition of Property. Possession of the Property shall be
delivered to FWRLP at Closing in its "as is, where is"  condition as of the date
of FWRLP's  execution of this  Agreement  subject to the  provisions  of Section
6(a).  Contributor  has no knowledge of any  material  defect in the  structural
elements of the Property.

                  (i) Tenant Estoppel.  Contributor represents and warrants that
it shall use reasonable good faith efforts to obtain and deliver to FWRLP within
thirty (30) days after the Acceptance Date, a tenant estoppel letter in the form
attached hereto as Exhibit F (or such other form as required by FWRLP's mortgage
lender) from each of the tenants of the Property  confirming the information set
forth in Exhibit B attached  hereto.  Contributor  hereby  agrees that FWRLP may
participate in the procurement of said tenant estoppel  letter(s) subject to the
consent of Contributor.

                  (j)  Condemnation  Proceedings.  No  condemnation  or  eminent
domain  proceedings  are  pending  or, to the best of  Contributor's  knowledge,
threatened against the Property or any part thereof, and Contributor has made no
commitments to and has received no notice, oral or written, of the desire of any
public authority or other entity to take or use the Property or any part thereof
whether  temporarily  or  permanently,  for easements,  rights-of-way,  or other
public or quasi-public purposes.

                  (k)  Litigation.  No  litigation is pending or, to the best of
Contributor's knowledge, currently threatened,  including administrative actions
or orders relating to governmental regulations,  affecting the use, operation or
ownership  of the  Property  or any  part  thereof  or  Contributor's  right  to
contribute the Property as contemplated herein, except as set forth on Exhibit G
hereof.

                  (l) No Defaults.  Neither the execution of this  Agreement nor
the  consummation  of the  transactions  contemplated  hereby will: (i) conflict
with,  or result in a breach of,  the terms,  conditions  or  provisions  of, or
constitute a default under, any agreement or instrument to which  Contributor is
a party or by which the  Contributor or the Property is bound,  (ii) violate any
restriction,  requirement,  covenant or  condition to which the  Contributor  is
subject or by which  Contributor  or the Property is bound,  (iii)  constitute a
violation  of  any  applicable  code,  resolution,  law,  statute,   regulation,
ordinance,  rule, judgment,  decree or order, or (iv) result in the cancellation
of any contract or lease pertaining to the Property.

                  (m) Entrances. To the best of Contributor's knowledge,  except
for  access  over  property  currently  owned by Exxon  (for  which no  easement
exists), access to any portion of the Land is not obtained from adjoining public
roads by means of easements,  rights-of-way or licenses across lands or premises
not included within the Property.

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                  (n)  Separate  Tax  Lot  and  Subdivision.   To  the  best  of
Contributor's  knowledge,  each  parcel  of Land is the  subject  of a  separate
subdivision, and each parcel of Land is assessed for tax purposes as one or more
separate and distinct parcels.

                  (o) Hazardous  Waste.  To the actual  knowledge of Contributor
without investigation, there has been no discharge, spillage, uncontrolled loss,
seepage or  filtration  (a "Spill")  of oil,  petroleum  or chemical  liquids or
solids, liquid or gaseous products or any hazardous waste or hazardous substance
(as  those  terms  are  used  in  the  Comprehensive   Environmental   Response,
Compensation  and Liability Act of 1980, as amended,  the Resource  Conservation
and Recovery Act of 1976, as amended, or in any other applicable federal,  state
or local laws, ordinances, rules or regulations relating to protection of public
health,  safety or the  environment,  as such laws may be  amended  from time to
time)  at,  upon,  under or  within  the  Land or any  contiguous  real  estate.
Contributor  has not caused,  and shall not permit to exist any condition  which
may cause a Spill at,  upon,  under or within  the Land or any  contiguous  real
estate.  To  Contributor's  actual  knowledge,  there is no proceeding or action
pending  or  threatened  by any  person or  governmental  agency  regarding  the
environmental  condition of the Property.  To the Contributor's actual knowledge
without  investigation,  the Building is free of asbestos.  Contributor  advises
that the Property is adjacent to a gas station.

                  (p)  Operating  Statements.  Attached  hereto as Exhibit H are
true and correct  operating  statements  of the  Property for fiscal years 1994,
1995, 1996 and 1997 (through June 30, 1997). To Contributor's  knowledge,  there
has been no adverse change in the Property or the operation  thereof which would
materially  adversely  affect  the  economic  condition  of the  Property.  Also
attached as Exhibit H is a copy of the 1997 operating budget for the Property.

                  (q)  Utilities.  To  the  best  of  Contributor's   knowledge,
adequate,  usable public  sewers,  public water  facilities,  gas and electrical
facilities  necessary to the  operation of the Property are installed in and are
duly  connected to the  Property  and can be used without any charge  except the
normal deposits, if any, and usual metered utility charges and sewer charges.

                  (r) Personal Property. Attached hereto as Exhibit I is a true,
correct and complete inventory of all personal property  ("Personal  Property"),
if any,  owned  by  Contributor  and  used in the  management,  maintenance  and
operation of the  Property  (other than trade  fixtures or personal  property of
tenants).

                  (s) Certificates of Occupancy.  Contributor will not amend any
certificates  of occupancy for the Property and will maintain them in full force
and effect to the extent Contributor is responsible for them.

                  (t)  Licenses  and  Permits.  To  the  best  of  Contributor's
knowledge,  all  licenses  and permits  have been issued to  Contributor  by all
applicable governmental

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authorities  which are necessary for the ownership,  management and operation of
the Property (the "Licenses").  Contributor has received no notice,  nor has any
knowledge, that it is lacking any required permit or license.

     (u) Leasing Commissions. There are, and at Closing shall be, no outstanding
or contingent leasing commissions or fees payable with respect to the Property.

                  (v)      Securities Law Matters.

                            (i)  Contributor  and each of its  partners  and the
                  partners of its partners who receive Units (the "Partners") is
                  an  "accredited  investor" as such term is defined  under Rule
                  501  promulgated  under the Securities Act of 1933, as amended
                  (the "Securities Act");

                           (ii) A list  of the  Partners  will be  delivered  to
                  FWRLP  within  five (5) days after the end of the  Feasibility
                  Period;

                           (iii) The Partners  have their  primary  residence in
                  the  States of  Maryland  and  Virginia  and the  District  of
                  Columbia;

                           (iv)  Contributor  will  hold the  Units  for its own
                  account for  investment  purposes  only and not with a view to
                  distribution  and does not intend to  distribute or resell the
                  Units,  except as expressly set forth in the last paragraph of
                  this Section 5(v) below;

                            (v) Taking into account the  personnel and resources
                  Contributor can  practically  bring to bear on the acquisition
                  of the  Units in FWRLP  contemplated  hereby,  Contributor  is
                  knowledgeable, sophisticated and experienced in making, and is
                  qualified to make,  decisions  with respect to  investments in
                  securities   presenting  an  investment   decision  like  that
                  involved   in  the   acquisition   of  the  Units,   including
                  investments in securities  issued by FWRLP, and has requested,
                  received,  reviewed and  considered  all  information it deems
                  relevant in making an  informed  decision to acquire the Units
                  (including  the   Confidential   Information   Statement,   as
                  supplemented  through  the date  hereof,  attached  hereto  as
                  Exhibit  L which  contains  the  First  Amended  and  Restated
                  Agreement of Limited  Partnership  of FWRLP and any Amendments
                  thereto (the "Partnership Agreement");

                           (vi)  Contributor  will not,  directly or indirectly,
                  voluntarily offer, sell, pledge, transfer or otherwise dispose
                  of (or  solicit  any  offers  to buy,  purchase  or  otherwise
                  acquire  or take a  pledge  of)  any of the  Units  except  in
                  compliance   with  the   Securities  Act  and  the  rules  and
                  regulations

                                                        -8-

<PAGE>



                  promulgated thereunder and with the terms and conditions of
                  the Partnership Agreement;

                           (vii)  Contributor  acknowledges that the Units to be
                  issued  must be held  until they are  subsequently  registered
                  under the Securities Act and under applicable state securities
                  or blue sky laws,  unless  exemptions from such  registrations
                  are available at the time of resale;

                           (viii)   Prior  to  the   issuance   of  the   Units,
                  Contributor   will  execute  all  such  other   documents  and
                  instruments  as may be reasonably  necessary to allow FWRLP to
                  comply with Federal and state securities law requirements with
                  respect to the  issuance  of the Units and to comply  with the
                  terms of the Partnership Agreement; and

                           (ix)   Contributor   acknowledges  and  agrees  that,
                  notwithstanding Section 8.6 of the Partnership Agreement,  the
                  Units to be issued  hereunder shall not be redeemable for cash
                  or  exchangeable  for Common Stock in the REIT for a period of
                  thirteen (13) months from the date of issuance to Contributor.

         FWRLP hereby  agrees  that,  at Closing,  Contributor  may transfer the
Units to its Partners,  or may request FWRLP to issue the Units  directly to its
Partners,  provided that the Partners  receiving  such Units shall,  in writing,
make the representations,  warranties and covenants contained in and agree to be
bound (on a several basis with respect to matters  pertaining to such  Partners)
by all of the  provisions  of this Section 5(v) and any other  provision of this
Agreement relating to the Units (in lieu of Contributor),  and by accepting such
Units hereby make such representations, warranties and covenants and agree to be
so bound.

         6. Obligations of Contributor Pending Closing.  From and after the date
of this Agreement through the Closing Date,  Contributor covenants and agrees as
follows:

                  (a)  Maintenance  and Operation of the  Property.  Contributor
will cause the Property to be  maintained  in its present  order and  condition,
normal wear and tear  excepted,  and will cause the  continuation  of the normal
operation  thereof,  including  the  purchase  and  replacement  of fixtures and
equipment,  and  the  continuation  of  the  normal  practice  with  respect  to
maintenance  and repair in the ordinary  course of business so that the Property
will, except for normal wear and tear, be in substantially the same condition on
the Closing Date as on the Effective Date.

                  (b)  Licenses.  Contributor  shall  use its  best  efforts  to
preserve in force all Licenses and to cause those expiring to be renewed.

                  (c) Changes in Representations. Contributor shall notify FWRLP
promptly,  and FWRLP shall notify Contributor  promptly, if either becomes aware
of any

                                                        -9-

<PAGE>



occurrence   prior  to  the   Closing   Date   which   would  make  any  of  its
representations,  warranties  or  covenants  contained  herein  not  true in any
material respect.

                  (d) Obligations as to Leases.  From the Acceptance Date to the
expiration of the  Feasibility  Period  provided for in Section 13,  Contributor
shall have the right to enter into new  leases for space at the  Property  ("New
Lease(s)")  or to amend,  modify,  renew,  supplement or extend any Lease in any
respect or approve any  assignment of leases or  subletting of leased space,  or
terminate  any  Lease  (with  respect  to  any  provision  amending,  modifying,
renewing, supplementing or extending, etc. above, "Amended Lease(s)"), and as to
any  Amended or New Leases  entered  into by  Contributor  during  this  period,
Contributor shall give FWRLP notice  (including  therewith copies of the Amended
and New Leases and all relevant  data related to the  particular  Amended or New
Lease) of such  Amended  and/or new  Leases  within two (2) days after the entry
into any Amended or New Lease,  but, in any event, not later than seven (7) days
prior to the expiration of the Feasibility  Period.  After the expiration of the
Feasibility Period, Contributor shall not, without FWRLP's prior written consent
which consent shall not be unreasonably withheld, amend, modify, renew or extend
any Lease in any respect  unless  required  by law or the terms of any  existing
lease (and then only in accordance with the terms of such lease),  or enter into
new leases or approve any assignment of leases or subletting of leased space, or
terminate any Lease.  Prior to Closing,  Contributor  shall not apply all or any
part of the security  deposit of any tenant unless such tenant is in default and
has vacated the Property.

                  (e)  Obligations as to Existing Loan.  Contributor  shall make
all payments required to be made under the Existing Loan when due, shall perform
all  obligations  under the Existing  Loan and shall keep the Existing Loan free
from default.

         7.  Representations,  Warranties  and  Covenants of FWRLP.  In order to
induce  Contributor  to enter into this Agreement and to contribute the Property
to FWRLP,  FWRLP  hereby makes the  following  representations,  warranties  and
covenants,  each of which is material  and shall  survive  Closing to the extent
provided in Section 18(p) herein:

                  (a) Authority of FWRLP.  FWRLP is a limited  partnership  duly
organized  and  existing  and in good  standing  under  the laws of the State of
Maryland.  Subject to Section 8(a)  (viii),  FWRLP has all  necessary  power and
authority to execute,  deliver and perform this  Agreement and consummate all of
the transactions contemplated by this Agreement. Subject to Section 8(a) (viii),
this Agreement is the valid and binding obligation of FWRLP, enforceable against
it in accordance with its terms,  except that such enforcement may be subject to
bankruptcy,   conservatorship,    receivership,    reorganization,   insolvency,
moratorium  or similar laws or  procedures  relating to or affecting  creditors'
rights generally and to general principles of equity.

                  (b) No Defaults.  Neither the execution of this  Agreement nor
the  consummation  of the  transactions  contemplated  hereby will: (i) conflict
with, or result in

                                                       -10-

<PAGE>



a breach of, the terms,  conditions  or  provisions  of, or constitute a default
under,  the Partnership  Agreement or any agreement or instrument to which FWRLP
is a party, (ii) violate any restriction,  requirement, covenant or condition to
which the FWRLP is subject,  and (iii)  constitute a violation of any applicable
code, resolution, law, statute, regulation, ordinance, rule, judgment, decree or
order.

                  (c) Vacant  Space.  FWRLP  hereby  further  agrees that if any
rentable space in the Property is vacant on the Closing Date, FWRLP shall accept
the  Property  subject  to such  vacancy,  provided  that  the  vacancy  was not
permitted or created by Contributor in violation of any  restrictions  contained
in this Agreement.

                  (d) Disclosure  Documents.  Attached  hereto as Exhibit L is a
true and correct copy of the Confidential Information Statement, as supplemented
through the date hereof.  The FWRLP Partnership  Agreement,  as contained in the
Confidential Information Statement, as supplemented through the date hereof, has
not been  amended or  modified  except as set forth in  Exhibit  L, and,  to the
knowledge of FWRLP,  is in full force and effect as of the date hereof,  and, to
the knowledge of FWRLP, no default or condition which,  with the passage of time
or the giving of notice could become a default,  exists on the part of any party
thereunder.

                  (e)  Allocation  of  Non-Recourse  Debt. At least fifteen (15)
days prior to the Closing,  FWRLP shall  provide the  Contributor  with a letter
from its independent certified public accountants indicating the amount of FWRLP
non-recourse  indebtedness  that will be  allocated to  Contributor's  Units for
federal  income tax  purposes  immediately  after the  Closing.  The letter will
contain a computation of the amount of FWRLP non-recourse indebtedness allocable
to Contributor  based on certain  assumptions (some of which will be provided by
Contributor  or its  counsel),  and  the  results  for the  contribution  of the
Property by the Contributor. If the aforementioned accountant's letter delivered
to the  Contributor  prior to the  Closing  indicates  that the  amount of FWRLP
non-recourse   indebtedness  that  will  be  allocated  to  Contributor's  Units
immediately  after the Closing is not  sufficient to avoid  triggering a taxable
gain to Contributor on Contributor's contribution of the Property to FWRLP, then
the  Contributor  shall have the right to  terminate  this  Agreement  by giving
written  notice  thereof  to FWRLP  within  seven  (7) days of  receipt  of such
accountant's  letter by the  Contributor,  in which  event the  Deposit  and any
interest  thereon  shall be returned  to FWRLP and neither  party shall have any
further obligations or liabilities to the other.

                  (f) Holding Period. Except in connection with a sale of all or
substantially all of FWRLP's assets or a merger or consolidation of FWRLP, in no
event shall FWRLP  voluntarily sell or otherwise  dispose of the Property (other
than pursuant to a condemnation or under threat of condemnation) for a period of
seven (7) years  following  the  Closing  Date,  unless (i) it is  pursuant to a
tax-free exchange such that no taxable gain would be incurred by Contributor, or
the Partners to which Units may be  distributed by  Contributor,  as a result of
such sale or other disposition of the Property or

                                                       -11-

<PAGE>



(ii) FWRLP indemnifies and agrees to hold harmless  Contributor from any Federal
and  state  income  tax   consequences   attributable  to  such  sale  or  other
disposition.

                  (g) FWRLP  will use the  "traditional"  method  under  Section
704(c) of the Internal  Revenue Code in connection with the  Contribution of the
Property.

                  (h) The FWRLP Partnership Agreement provides that Units may be
transferred  or pledged  only with the consent of the general  partner of FWRLP.
FWRLP  hereby  agrees  that such  consent of the  general  partner  shall not be
unreasonably  withheld  with  respect to a transfer or pledge of the Units to be
issued to  Contributor  or the Partners to which the Units may be distributed by
Contributor.

                  (i)  Notwithstanding  the provisions of the FWRLP  Partnership
Agreement,  when the Units issued to  Contributor,  or the Partners to which the
Units may be  distributed  by  Contributor  are  redeemable or  exchangeable  as
provided in this Agreement,  such Units will be exchangeable for common stock of
the REIT (rather than  redeemable for cash) unless the general  partner of FWRLP
reasonably  believes  that the  issuance  of common  stock would have an adverse
effect on FWRLP or the REIT.

                  (j)  FWRLP  will  use its  best  efforts  to  cause  the  cash
distributions  made with  respect  to the Units  issued to  Contributor,  or the
Partners  hereunder to which the Units may be distributed by Contributor,  to be
equal  in  amount  to the  cash  distributions  that  would  have  been  paid to
Contributor,  or to the  Partners  to which  the  Units  may be  distributed  by
Contributor,  if it or they had  exercised  the  Exchange  Rights as of the date
hereof and received REIT common stock in exchange for such Units.

         8.       Conditions Precedent to Closing.

                  (a) It shall be a condition precedent of FWRLP's obligation to
make a full  settlement  hereunder  that  each and  every  one of the  following
conditions shall exist on the Closing Date:

                            (i)  Representations  and Warranties.  Contributor's
                  representations  and  warranties  hereunder  shall be true and
                  correct in the same  manner and with the same effect as though
                  such representations and warranties had been made on and as of
                  the Closing.

                           (ii) Zoning. No proceedings shall have occurred or be
                  pending  to  change,   redesignate   or  redefine  the  zoning
                  classification   of  the   Property  to  a  more   restrictive
                  classification than presently exists.

                           (iii)  Title.   Title  to  the   Property   shall  be
                  marketable, good of record, and insurable by the Title Company
                  at standard  rates or less,  pursuant to a full  coverage ALTA
                  Form-B (Rev. 1970 and 1984) owner's title insurance policy (or
                  an unconditional commitment therefor) without

                                                       -12-

<PAGE>



                  any exceptions  ("Printed  form" or otherwise)  other than the
                  Permitted Exceptions,  and in addition,  providing affirmative
                  coverage satisfactory to FWRLP insuring against any mechanic's
                  or materialmen's  lien arising from goods,  labor or materials
                  provided  to the  Property  prior  to the  Closing  Date.  The
                  "Permitted Exceptions" are:

                            (A)     the lien of current real estate taxes and
                                    special assessments not yet due and payable;
                                    and

                            (B) such other matters which are listed on Exhibit J
                           attached  hereto.  Notwithstanding  anything  to  the
                           contrary    contained   in   this    paragraph   (B),
                           Contributor,  at or prior to Closing,  shall cause to
                           be satisfied  and  released of record all  mortgages,
                           deeds of  trust,  financing  statements,  judgements,
                           liens  and other  matters  that may be  satisfied  by
                           payment of a liquidated sum and that first appears of
                           record after the date hereof.

                           (iv)    Leasing     Brokerage/Property     Management
                  Agreements.  Contributor  shall  have  terminated  any and all
                  leasing   brokerage   agreements   and   property   management
                  agreements  with respect to the  Property  effective as of the
                  Closing. All responsibility for dealings with any such brokers
                  and agents,  including  without  limitation the payment of any
                  outstanding   or   contingent   claims,   shall  be  the  sole
                  responsibility of Contributor. Contributor agrees that it will
                  indemnify and hold FWRLP, its successors,  assigns,  partners,
                  agents and employees,  harmless against any such claims and/or
                  losses  which  might  be  incurred  by  such   indemnitees  in
                  connection  with any  outstanding  and/or  contingent  leasing
                  commissions or fees or management fees. The provisions of this
                  subparagraph (iv) shall survive Closing without limitation.

                            (v)  Performance by Contributor.  Contributor  shall
                  have  complied  in all  material  respects  with and not be in
                  material  breach of any of its covenants or obligations  under
                  this Agreement.

                           (vi) Tenant Estoppels.  FWRLP shall have received (A)
                  a tenant  estoppel  letter  in the  form  attached  hereto  as
                  Exhibit F from each of the  tenants  at the  Property  or such
                  other form as is  reasonably  acceptable  to FWRLP (or in such
                  form as required by FWRLP's mortgage  lender),  confirming the
                  information set forth in the Leases and Rent Schedule attached
                  hereto  as  Exhibit  B for  such  tenants  and  containing  no
                  material  changes  therefrom,  and (B) any  subordination  and
                  attornment agreements required by FWRLP's mortgage lender.

                           (vii)  Existing  Mortgages.  Contributor  shall  have
                  delivered  to  the  Title   Company  such  releases  or  other
                  instruments necessary to release of

                                                       -13-

<PAGE>



                  record and beneficially any and all existing mortgages,  deeds
                  of trust,  financing  statements or other  security  documents
                  affecting the Property.

                           (viii) FWRT Board Approval. The Board of Directors of
                  FWRT shall have approved this  Agreement and the  transactions
                  contemplated   hereby  on  or  before  the  last  day  of  the
                  Feasibility  Period. In the event that the aforesaid condition
                  is not satisfied by the end of the Feasibility  Period,  FWRLP
                  may elect to terminate  this  Agreement by giving  Contributor
                  written   notice   thereof   before  the   expiration  of  the
                  Feasibility Period in which event the Deposit and any interest
                  thereon  shall be returned  to FWRLP and  neither  party shall
                  have any further  obligations or liabilities to the other.  If
                  FWRLP does not terminate  this  Agreement as set forth in this
                  subsection 8(a)(viii),  then the condition precedent set forth
                  in this subsection 8(a)(viii) shall be deemed waived.

                  (b) Failure of  Condition.  In the event of the failure by the
Closing Date of any  condition  precedent  set forth  above,  FWRLP shall notify
Contributor  in writing,  and if  Contributor  does not correct such failure (if
valid) within five (5) business days after such notice,  then FWRLP, at its sole
election,  may (a) terminate this Agreement,  in which event the Deposit and any
interest thereon shall be returned to FWRLP and, except as otherwise provided in
Section  16  hereof,  neither  party  shall  have  any  further  obligations  or
liabilities  to the other;  or (b) proceed to Closing  and, if a default,  avail
itself of any legal or equitable remedy FWRLP may have, except as to any default
of Contributor waived in writing by FWRLP or deemed to be waived pursuant to the
provisions of this  Agreement on or before the Closing Date; or (c) other than a
failure of item (viii) of Section  8(a) above,  extend the Closing Date for such
reasonable  time period as may be  determined by FWRLP (but in no event for more
than three (3) months from the  Closing  Date then in effect) in order to permit
the satisfaction of any condition precedent not so fulfilled.

                  (c)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  if (a) FWRLP has actual  knowledge  on the Closing  Date that (i) any
representation  or  warranty  made by  Contributor  is  untrue  or  contains  an
omission, or (ii) any condition precedent to Contributor's obligations set forth
in this Agreement cannot be or has not been satisfied,  and (b)  notwithstanding
such  knowledge,  FWRLP elects to consummate  the Closing under this  Agreement,
then (c) FWRLP  shall be  deemed  to have  waived  such  untrue  representation,
warranty,  or failed condition precedent;  provided,  however,  that such untrue
representation  or warranty or failed  condition  precedent  shall not be deemed
waived  if such  failure  was due to the  willful  misconduct  or bad  faith  of
Contributor after the Acceptance Date.

     9.  Contributor's  Deliveries.  Contributor shall execute,  acknowledge and
deliver  to FWRLP at the  Closing  the  following  documents,  each dated on the
Closing Date:


                                                       -14-

<PAGE>



                  (a) a special warranty deed, in form and substance  reasonably
satisfactory  to FWRLP and Title  Company,  conveying  good and  marketable  fee
simple  title to the  Property,  free  and  clear  of all  liens,  encumbrances,
easements  and  restrictions  of every  nature and  description,  except for the
Permitted Exceptions;

                  (b) a bill of sale which  shall  convey to FWRLP good title to
all the Personal Property, free and clear of all liens and encumbrances;

                  (c) an  affidavit  setting  forth  that  all of  Contributor's
representations  and warranties are true and correct in all material respects as
of the Closing Date;

                  (d) an assignment and assumption of the Leases,  together with
all  originally  executed  Leases,  and the security  deposits  shall be paid to
FWRLP;

                  (e)  an  assignment  of  Licenses,   warranties   and  Service
Contracts,  if  any,  which  are to be  assumed  by  FWRLP,  together  with  the
originally executed Service Contracts which are to be assumed;

                  (f) a schedule updating the Rent Schedule for the Property and
setting forth all arrearages in rents and all prepayments of rents;

                  (g) copies of books,  records,  operating  reports,  files and
other materials related to the ownership,  use and operation of the Property, to
the  extent  that any  exist and are in the  possession  of  Contributor,  which
obligation shall survive Closing;

                  (h) Tenant estoppel letters as required in Section 8(a)(vi).

                  (i) an original  letter  executed by Contributor  advising the
tenants  of the  Property  of the  contribution  of the  Property  to FWRLP  and
directing that rents and other payments  thereafter be sent to FWRLP or as FWRLP
may direct;

     (j) possession of the Property in the condition required by this Agreement,
and the keys therefore;

     (k) the  Certification  of  Non-foreign  Status as provided in Treas.  Reg.
1.1445-2(b)(2)(iii)(B)  or in any other form as may be required by the  Internal
Revenue Code or the regulations issued thereunder;

                  (l) a standard title company  affidavit as to mechanic's liens
and possession reasonably acceptable to Contributor;

                  (m)  any and all  documents  necessary  to  release  the  cash
constituting  the Deposit  from  escrow with the Title  Company and to have said
Deposit returned to FWRLP;

                                                       -15-

<PAGE>



                  (n) an amendment to the  Partnership  Agreement of FWRLP, in a
form reasonably  acceptable to FWRLP and Contributor,  admitting the Contributor
(or the Partners  receiving  Units,  if applicable)  as a limited  partner(s) of
FWRLP and issuing the Units to  Contributor  (or the Partners who are to receive
Units, if applicable) computed in accordance with Section 2 herein; and

                  (o) any  other  documents  required  by this  Agreement  to be
delivered by Contributor.

         10. FWRLP's Performance. At Closing, simultaneously with the deliveries
of Contributor  pursuant to the  provisions of Section 9 above,  FWRLP shall pay
the  Actual  Loan  Amount to Lender  and issue the Units to  Contributor  in the
manner  specified in Section 2, whereupon the Deposit,  and any interest accrued
thereon,  shall be  returned to FWRLP by the Title  Company.  In addition to the
Units, FWRLP shall deliver to Contributor at Closing the following items:

                  (a)  an   affidavit   setting   forth   that  all  of  FWRLP's
representations  and warranties are true and correct in all material respects as
of the Closing Date; and

                  (b)      an assumption of the Leases as of the Closing Date.

         11.      Settlement Charges; Prorations and Adjustments.

                  (a)  FWRLP  shall  pay for the  title  examination,  the title
insurance premium,  notary fees and other such charges incident to Closing.  The
cost of preparation of the deed for the Property shall be borne by  Contributor.
All real estate transfer and recording fees and taxes and documentary  stamps in
connection  with this  transaction  shall be borne  equally by  Contributor  and
FWRLP.  FWRLP and  Contributor  shall each pay its own legal fees related to the
preparation  of  this  Agreement  and  all  documents  required  to  settle  the
transaction contemplated hereby.

                  (b)  In  addition  to  the  foregoing,  at  the  Closing,  the
following  adjustments and prorations  shall be computed as of the Closing Date,
as follows:

                           (i) Taxes.  Real estate and personal  property  taxes
                  shall be apportioned as of the Closing Date.

                           (ii) Assessments.  All special  assessments and other
                  similar  charges which have become a lien upon the Property or
                  any part  thereof at the Closing  Date and are due and payable
                  through the  Closing  Date,  if any,  shall be paid in full by
                  Contributor at the Closing.  All other special  assessments or
                  similar charges shall be adjusted as of the Closing Date.

                           (iii) Rent and Security Deposits.  Rent for the month
                  of, and any month  after,  Closing  collected  by  Contributor
                  prior to Closing shall be

                                                       -16-

<PAGE>



                  adjusted as of the date of the Closing  Date. If any tenant is
                  in arrears in the payment of rent on the Closing  Date,  rents
                  received  from such tenant after the Closing  shall be applied
                  in the following order of priority:  (a) first, to the payment
                  of current rent then due; (b) second,  to delinquent  rent for
                  any  period  after  the  Closing  Date;  and  (c)  third,   to
                  delinquent  rent for any period prior to the Closing  Date. At
                  Contributor's  election (i) FWRLP will  institute  suit at the
                  request of  Contributor  to collect  arrearages  due as of the
                  Closing  Date   provided  all  costs   (including   reasonable
                  attorneys'   fees)  in   connection   therewith  are  paid  by
                  Contributor,  or (ii) FWRLP shall  assign to  Contributor  all
                  rights with respect to such  arrearages  and  Contributor  may
                  pursue  collection  thereof.  If rents or any portion  thereof
                  received by  Contributor  or FWRLP after the Closing  Date are
                  payable to the other party by reason of this  allocation,  the
                  appropriate sum, less a proportionate  share of any reasonable
                  attorneys'  fee,  costs and  expenses of  collection  thereof,
                  shall be promptly  paid to the other party,  which  obligation
                  shall survive the Closing.

                           If any tenants are required to pay percentage  rents,
                  escalation charges for real estate taxes,  operating expenses,
                  cost-of-living  adjustments  or  other  charges  of a  similar
                  nature  ("Additional  Rents")  and any  Additional  Rents  are
                  collected by FWRLP after the Closing which are attributable in
                  whole  or in part to any  period  prior to the  Closing,  then
                  FWRLP shall  promptly  pay to  Contributor  its  proportionate
                  share thereof,  less a  proportionate  share of any reasonable
                  attorneys' fees, costs and expenses of collection  thereof (if
                  any),  if and when  the  tenant  paying  the same has made all
                  payments  of  rents  and  Additional  Rent  then  due to FWRLP
                  pursuant to the tenant's Lease, which obligation shall survive
                  the Closing.  Notwithstanding  the foregoing,  FWRLP shall (i)
                  pay  to  Contributor  at  Closing  the  projected   amount  of
                  CVS/Pharmacy  monthly percentage rent accrued through the date
                  of  Closing  based  upon  reasonable  estimates,  and  (ii) be
                  entitled to all  CVS/Pharmacy  percentage rent collected after
                  Closing,  subject  to  adjustment  as set forth in  subsection
                  11(b)(v) below.

                           (iv) Debt Service on the Existing  Loan.  Contributor
                  shall be liable for all  interest  payable  under the Existing
                  Loan through the Closing Date.

                           (v)   Miscellaneous.   All  other  charges  and  fees
                  customarily  prorated  and  adjusted in similar  transactions,
                  including  utilities,   insurance  premiums  and  charges  for
                  Service  Contracts  and  other  liabilities  incurred  in  the
                  ordinary  course of business to be assumed by FWRLP,  shall be
                  prorated as of the Closing  Date.  In the event that  accurate
                  prorations  and other  adjustments  cannot be made at  Closing
                  because  current bills are not  obtainable or the amount to be
                  adjusted is not yet ascertainable (as,

                                                       -17-

<PAGE>



                  for example,  in the case of utility  bills) the parties shall
                  prorate on the best available information,  subject to further
                  adjustment  promptly  upon  receipt  of the final bill or upon
                  completion of final  computations.  Contributor agrees that an
                  appropriate  amount in respect of water  consumption  or other
                  utility  charges may be held in escrow by the Title Company in
                  connection  with its issuance of a title  insurance  policy to
                  FWRLP.  Contributor  shall  use its best  efforts  to have all
                  utility  meters read on the Closing  Date so as to  accurately
                  determine its share of current utility bills.

                  (c)  Distributions.  The  quarterly  distributions  payable to
Contributor  on the Units for the first record date after  Closing  shall be pro
rated based upon the number of days within the quarter occurring after Closing.

         12. Risk of Loss. The risk of loss or damage to the Property by fire or
other  casualty  until  delivery  of the  deed of  conveyance  shall be borne by
Contributor.  If prior to Closing (i)  condemnation  proceedings  are  commenced
against all or any material portion of the Property,  or (ii) if the Property is
damaged by fire or other  casualty to the extent that the cost of repairing such
damage shall be One Hundred Thousand Dollars ($100,000.00) or more or if tenants
of the  Property  (occupying  in excess of 4,000  square feet in the  aggregate)
shall  exercise a termination  right  available  under its lease because of such
damage, or (iii) if the Property is damaged by an uninsured risk; or (iv) if the
Property  becomes subject to litigation  which may deprive FWRLP of any material
benefit to which it would become entitled pursuant to this Agreement, then FWRLP
shall have the right, upon notice in writing to the Contributor delivered within
thirty  (30) days  after  actual  notice of such  condemnation  or fire or other
casualty or litigation,  to terminate this Agreement,  and thereupon the parties
shall be released and discharged from any further  obligations to each other and
the Deposit  shall be refunded  to FWRLP.  If FWRLP does not elect to  terminate
this  Agreement  or in the event of fire or other  casualty not giving rise to a
right to  terminate  this  Agreement  by FWRLP,  FWRLP  shall be  entitled to an
assignment  of all of  Contributor's  share  of the  proceeds  of fire or  other
casualty  insurance  and rent  insurance  proceeds  payable  with respect to the
period  after  Closing  or of the  condemnation  award,  as the case may be, and
Contributor  shall  have no  obligation  to  repair  or  restore  the  Property;
provided,  however,  that the Unit  portion  (based  on the Unit  Price)  of the
Consideration  shall  be  reduced  by an  amount  equal  to the  sum of (a)  the
"deductible"  applied  by  the  Contributor's  insurance  policy,  or (b) if the
Contributor is self-insured, the cost of repairing such damage. FWRLP shall have
the right to  participate in the  negotiation  and settlement of any casualty or
condemnation- related claim, provided FWRLP shall have previously elected not to
terminate this Agreement or has no such right of termination.

         13.      Inspection of Property.

                  (a) FWRLP's Right of  Inspection.  FWRLP shall have the right,
at its own risk,  cost and  expense,  at any time or times prior to Closing,  to
enter, or cause its agents or  representatives  to enter,  upon the Property for
the purpose of making

                                                       -18-

<PAGE>



surveys, or any tests, investigations and/or studies relating to the Property or
FWRLP's intended acquisition thereof which FWRLP deems appropriate,  in its sole
discretion,  during  reasonable hours and upon reasonable notice to Contributor.
FWRLP's entry shall be subject to the rights of all tenants of the Property, and
FWRLP shall use  reasonable  efforts not to interfere  with the  business  being
conducted  by the  tenants.  FWRLP shall  further  have  complete  access to all
documentation, agreements and other information in the possession of Contributor
related to the ownership, use and operation of the Property, to the extent it is
readily available to Contributor,  and shall have the right, at FWRLP's cost, to
make copies of same.

                  (b) Feasibility Period. Any other provisions of this Agreement
to the contrary  notwithstanding,  FWRLP may,  prior to the expiration of thirty
(30) days after the  Acceptance  Date (such 30-day period herein  referred to as
the "Feasibility  Period"),  cause at FWRLP's sole risk, cost and expense,  such
boring,  engineering,  economic,  water,  sanitary and storm  sewer,  utilities,
topographic, structural,  environmental and other tests, investigations,  market
studies and other studies as FWRLP shall elect, during reasonable hours and upon
reasonable  notice to Contributor.  FWRLP's entry shall be subject to the rights
of all tenants of the Property,  and FWRLP shall use  reasonable  efforts not to
interfere  with the business being  conducted by the tenants.  In the event that
any of such tests,  investigations  and/or  studies  indicate,  in FWRLP's  sole
discretion,  that  FWRLP's  plans for the Property  would not be feasible,  then
FWRLP shall have the right,  at its sole election on or before the expiration of
the  Feasibility  Period,  to terminate  this Agreement by giving written notice
thereof to  Contributor,  in which event this  Agreement  shall  terminate,  the
Deposit  shall be  returned  to FWRLP and  neither  party shall have any further
liabilities or  obligations to each other.  FWRLP shall be liable for any damage
to real or personal property or injuries to persons caused by FWRLP's actions in
studying the Property during the Feasibility Period.  FWRLP agrees to repair any
such  damage  to the  Property  that may be  caused  by its  inspections  and to
indemnify  and defend  Contributor  and hold  Contributor  harmless  against any
claim,  liability  or loss as a result of such  damage or  injuries  to  persons
caused by FWRLP.  The  foregoing  repair and  indemnification  obligation  shall
survive Closing and/or any termination of this Agreement.

                  (c) Audit.  Contributor  hereby  agrees to allow its books and
records  related to the Property to be audited (at FWRLP's sole  expense) at the
Contributor's  office  by  an  independent,  certified  public  accounting  firm
selected by FWRLP,  and  Contributor  will cooperate and cause its employees and
other  agents  to  cooperate  in such  auditing  process.  FWRLP  shall  provide
Contributor with prior notice of such audit.

         14.      Indemnifications.

                  (a)   Indemnification   by  Contributor.   Contributor  hereby
indemnifies  and agrees to defend and hold  harmless  FWRLP and its partners and
subsidiaries  and any officer,  director,  employee,  agent of any of them,  and
their  respective  successors  and assigns  from and against any and all claims,
expenses, costs, damages, losses and

                                                       -19-

<PAGE>



liabilities  (including  reasonable  attorneys'  fees)  which may at any time be
asserted against or suffered by FWRLP, any indemnitee,  or the Property,  or any
part  thereof,  whether  before or after the  Closing  Date,  as a result of, on
account  of or  arising  from (i) any  breach of any  covenant,  representation,
warranty or agreement on the part of  Contributor or its Partners made herein or
in any instrument or document delivered pursuant to this Agreement,  and/or (ii)
any  obligation,   claims,  suit,  liability,   contract,   agreement,  debt  or
encumbrance or other occurrence created,  arising or accruing on or prior to the
Closing Date,  regardless of when asserted,  and relating to the  Contributor or
the  Property or its  operations.  To the extent an  indemnification  obligation
under  clause  (i) above  arises out of a breach by any  Partner of the  several
representations  and  warranties  set forth in  Section  5(v)  hereof,  only the
Partner  responsible  for such breach  shall be  obligated  to  indemnify  FWRLP
hereunder.

                  (b)      [Intentionally Omitted].

                  (c)  Indemnification  by FWRLP.  FWRLP hereby  indemnifies and
agrees  to defend  and hold  harmless  Contributor  and its  Partners  and their
respective heirs, executors, administrators,  personal or legal representatives,
successors  and assigns  from and against any and all claims,  expenses,  costs,
damages, losses and liabilities (including reasonable attorneys' fees) which may
at any time be  asserted  against or  suffered by  Contributor  or its  Partners
and/or   their   heirs,   executors,    administrators,    personal   or   legal
representatives,  successors or assigns as a result of, on account of or arising
from (i) any breach of any  covenant,  representation,  warranty or agreement on
the part of  FWRLP  made  herein  or in any  instrument  or  document  delivered
pursuant to this Agreement, and/or (ii) any obligation, claims, suit, liability,
contract, agreement, debt or encumbrance or other occurrence created, arising or
accruing  after the Closing  Date and  relating to FWRLP or the  Property or its
operations.

         15. Brokerage  Commission.  Contributor and FWRLP represent and warrant
to each other that no brokerage fee or real estate commission is or shall be due
or owing in connection with this transaction  other than that payable to Randall
H. Hagner & Co., which shall be payable by  Contributor.  Contributor  and FWRLP
hereby  indemnify  and hold the other  harmless  from any and all  claims of any
broker or agent so claiming based on action or alleged action of the other.  The
provisions of this Section 15 shall survive  Closing or any  termination of this
Agreement.

         16.      Default Provisions; Remedies.

                  (a) FWRLP's Default.  Except for any failure waived in writing
by  Contributor,  if FWRLP fails to  consummate  the  Contribution  contemplated
herein when  required to do so pursuant to the  provisions  hereof or  otherwise
breaches  any of its  covenants or  obligations  under this  Agreement  and such
breach is not cured  within  five (5) days after  written  notice  thereof  from
Contributor  or any  representations  or  warranties  made  by  FWRLP  shall  be
inaccurate or incorrect in any material respect on the Acceptance Date, then the
Title Company shall deliver the Deposit and all interest

                                                       -20-

<PAGE>



thereon to  Contributor  as full and  complete  liquidated  damages,  and as the
exclusive  and sole  right  and  remedy  of  Contributor,  at law or in  equity,
whereupon  this  Agreement  shall  terminate  and  neither  party shall have any
further obligations or liabilities to any other party,  provided that the repair
and indemnity obligation set forth in Section 13(b) shall nevertheless remain in
full force and effect.

                  (b) Contributor's  Default.  Except for any breaches waived in
writing by FWRLP,  if  Contributor  breaches any of its covenants or obligations
under this  Agreement  or has  failed,  refused or is unable to  consummate  the
Contribution  contemplated  herein by the  Closing  Date and such  breach is not
cured within five (5) days after written  notice thereof from FWRLP or if any of
the  representations  and warranties  made by  Contributor  under this Agreement
shall be inaccurate or incorrect in any material respect on the Acceptance Date,
then FWRLP  shall  notify  Contributor  of such  breach in writing  and,  should
Contributor  not cure same  within  five (5)  business  days of  receipt of such
default notice,  then FWRLP shall be entitled to (i) waive such breach,  default
or failure, and proceed to Closing,  (ii) extend the Closing for such reasonable
time or times as may be necessary in order to enable  Contributor to remedy such
breach,  default or failure (but in no event more than three (3) months),  (iii)
terminate  this  Agreement  and obtain the return of the  Deposit,  and/or  (iv)
pursue such remedies as may be available at law or in equity,  including without
limitation  maintaining  any  action for  damages  and/or  specific  performance
(including  without  limitation  reasonable  attorneys'  fees and court  costs),
provided that any action for damages against  Contributor shall be limited to an
amount equal to $50,000.00  (exclusive of reasonable  attorneys'  fees and court
costs).

                  (c) The  provisions of Sections  16(a) and (b) above shall not
be  applicable to any breach or default by a party  occurring or first  becoming
actually known to the other party after  Closing,  and, as to any said breach or
default, the non-defaulting party may exercise any and all remedies available at
law or in equity,  subject,  however, to any applicable  limitations on survival
expressly provided for in this Agreement.

         17.  Registration  Rights.  First  Washington  Realty Trust,  Inc. (the
"REIT") hereby agrees to use its best efforts to file a  registration  statement
within  thirteen  (13) months after Closing to register the issuance and resale,
if required, of REIT Common Stock which may be issued to Contributor in exchange
for its Units, to use its best efforts to cause such  registration  statement to
become effective and to keep such registration  continuously  effective (subject
to certain  exceptions)  for a period for five (5) years  thereafter;  provided,
however, that the REIT shall be permitted to postpone such filing or suspend the
effectiveness of such shelf registration  statement for such periods as the REIT
reasonably  determines  are in the  best  interest  of the  REIT  or  which  are
necessary to comply with securities law requirements (including suspending sales
under  the  shelf  registration  statement  for  such  periods  as the  managing
underwriter in an underwritten offering deems necessary). The obligations of the
REIT under this Section 17 shall survive Closing.


                                                       -21-

<PAGE>



         18.      Miscellaneous Provisions.

                  (a) Completeness and  Modification.  This Agreement  (together
with  Exhibits A to L attached  hereto)  represents  the complete  understanding
between the parties hereto with respect to the transactions contemplated herein,
and it supersedes all prior  discussions,  understandings or agreements  between
the  parties.  This  Agreement  shall not be  modified  or amended  except by an
instrument in writing signed by all of the parties hereto.

                  (b) Binding  Effect.  This Agreement shall be binding upon and
inure  to the  benefit  of the  parties  hereto,  and  their  respective  heirs,
executors,  administrators,  personal and legal representatives,  successors and
assigns.

                  (c)  Assignment.  This  Agreement  shall not be  assignable by
FWRLP without the consent of  Contributor,  provided that this  Agreement may be
assigned without  Contributor's  consent to an entity controlled by, controlling
or under common control with FWRLP.  This  Agreement  shall not be assignable by
Contributor.

     (d) Waiver; Modification. Failure by FWRLP or Contributor to insist upon or
enforce any of its rights hereto shall not  constitute a waiver or  modification
thereof.

                  (e)  Governing  Law. This  Agreement  shall be governed by and
construed under the laws of the District of Columbia.

                  (f) Headings.  The headings are herein used for convenience or
reference  only and shall not be deemed to vary the content of this Agreement or
the covenants,  agreements,  representations and warranties herein set forth, or
the scope of any provision hereof.

                  (g)  Continuing  Documentation  and  Access.  From  and  after
Closing,  Contributor  shall  afford  FWRLP  reasonable  access  to any  and all
information in its possession concerning the ownership, use and operation of the
Property (including the right to copy same at the expense of FWRLP) for purposes
of any tax  examination  or audit  or  other  similar  purpose,  subject  to the
agreements of FWRLP concerning confidentiality set forth herein.

                  (h)      [Intentionally Omitted].

                  (i) Counterparts.  To facilitate execution, this Agreement may
be executed in as many  counterparts as may be required;  it shall be sufficient
that the  signature of, or on behalf of, each party,  or that the  signatures of
the persons required to bind any party, appear on one or more such counterparts.
All counterparts shall collectively constitute a single agreement.


                                                       -22-

<PAGE>



                  (j)  Notices.  All  notices,  requests,   consents  and  other
communications  hereunder  shall be in writing and shall be delivered by hand or
mailed by first-class  registered or certified mail,  return receipt  requested,
postage  prepaid or  delivered  by  commercial  courier,  telecopy or  overnight
courier (e.g.,  Federal  Express) against  receipt,  to the addresses  indicated
below:

                           (i)      if to FWRLP:

                                    First Washington Realty Limited Partnership
                                    4350 East-West Highway, Suite 400
                                    Bethesda, MD  20814
                                    Attn:   Stuart D. Halpert
                                            Jeffrey S. Distenfeld, Esq.
                                    Telecopy:  (301) 907-4911

                          (ii)      if to Contributor:

                                    Spring Valley Partners
                                    c/o Randall H. Hagner & Co.
                                    1321 Connecticut Avenue, N.W.
                                    Washington, DC  20036
                                    Attn:  John A. Sargent
                                    Telecopy:  (202) 785-7378

                                    with a copy to:

                                    Shaw, Pittman Potts & Trowbridge
                                    2300 N Street, NW
                                    Washington, DC  20037
                                    Attn:  Robert Robbins, Esq.
                                    Telecopy:  (202) 663-8007

                  Such  notice  shall be deemed  given on the date of receipt by
the addressee or the date receipt would have been  effectuated  if delivery were
not  refused.  Each party may  designate a new address by written  notice to the
other in accordance with this Paragraph 18(j).

                  (k)  Further  Assurances.   Contributor  and  FWRLP  agree  to
execute,   acknowledge  and  deliver  any  further   agreements,   documents  or
instruments  that  are  reasonably  necessary  or  desirable  to  carry  out the
transactions  contemplated  by this  Agreement,  provided  that such  execution,
acknowledgment  and delivery does not impose any additional  costs on such party
(other than such party's  attorneys'  fees in the review  thereof and de minimis
recording costs).

                  (l) Business Days. A "business  day" shall be Mondays  through
Fridays,  less and  expecting all legal  holidays  observed by the United States
Government  or the  Government of the State of Maryland.  Any date  specified in
this

                                                       -23-

<PAGE>



Agreement which does not fall on a business day shall be automatically  extended
until the first business day after such date.

                  (m)  Confidentiality.  FWRLP agrees and acknowledges  that the
information  provided to it by the Contributor  hereunder regarding the Property
is  confidential,  and that it will not disclose such  information  to any other
person, other than to its employees, agents, attorneys, accountants, lenders and
other  consultants or other parties that need to know such  information in order
for FWRLP to evaluate the  transaction  contemplated  herein,  without the prior
written   consent  of  Contributor.   If  this  Agreement  is  terminated,   all
information,  documentation  and  other  materials  provided  to FWRLP  shall be
returned to the Contributor.

                  (n)  Attorneys'  Fees.  In the  event  any suit or  action  is
instituted  to  interpret  or enforce  any of the terms of this  Agreement,  the
prevailing  party shall be entitled to recover  from the other party such sum as
the court may determine and grant as reasonable  attorneys'  fees at trial or on
appeal of such suit or action,  in  addition  to all other sums  recoverable  by
virtue of such action.

                  (o)  Survival.   None  of  the  representations,   warranties,
covenants and  indemnities  set forth in this  Agreement  shall survive  Closing
except as follows:

     (i) the  representations,  warranties  and covenants  contained in Sections
5(a) through (t) and Sections 7(a) through (c) shall  survive  Closing and shall
terminate  one (1) year after the  Closing  Date  except as to claims for breach
thereof asserted by a party within such one (1) year period;

     (ii) the  representations,  warranties  and covenants  contained in Section
13(b) and Section 17 shall survive  Closing and shall  terminate  five (5) years
after the  Closing  Date  except as to claims for breach  thereof  asserted by a
party within such five (5) year period;

     (iii) the  representations,  warranties and covenants contained in Sections
5(u) and (v) and Sections  7(d),  (e),  (f), (g), (h), (i) and (j) shall survive
Closing without any limitation;

     (iv) the  indemnification  for  breach  of  representations  or  warranties
pursuant  to  clause  (i) of the first  sentence  of each of  Section  14(a) and
Section  14(c)  herein,  shall  terminate  one (1) year after the Closing  Date,
except  as to  claims  as to  which a  party  hereto  has  asserted  a right  of
indemnification within said one (1) year period; and

     (v)  the  indemnification  for  breach  of  representations  or  warranties
pursuant  to clause  (ii) of the first  sentence  of each of  Section  14(a) and
Section 14(c)  herein,  shall  terminate  five (5) years after the Closing Date,
except  as to  claims  as to  which a  party  hereto  has  asserted  a right  of
indemnification within said five (5) year period.


                                                       -24-

<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Contribution
Agreement as of the day and year first written above.

                               FWRLP:

                               FIRST WASHINGTON REALTY
                               LIMITED PARTNERSHIP

                               By:      First Washington Realty Trust, Inc.,
WITNESS:                                Its general partner

/s/ Jeffrey S. Distenfeld               By:  /s/ Stuart D. Halpert
                                            Stuart D. Halpert
                                            Chairman

                                            Date of execution: October 7, 1997

                               CONTRIBUTOR:

                               SPRING VALLEY JOINT VENTURE

                               By:      CJS Associates, Inc.
WITNESS:                                General Partner

/s/
                                        By:  /s/ John A. Sargent
                                            John A. Sargent
                                            Vice President

                                            Date of execution: October 8, 1997



                                                           -25-

<PAGE>




     First Washington  Realty Trust, Inc. joins herein solely for the purpose of
making the  representations,  warranties  and covenants  contained in Section 17
hereof.

                                             FIRST WASHINGTON REALTY
WITNESS:   /s/ Jeffrey S. Distenfeld         TRUST, INC.


                                             By:  /s/ Stuart D. Halpert
                                             Stuart D. Halpert
                                             Chairman


                                             Date of execution: October 7,1997


                                                           -26-

<PAGE>



                                           ACKNOWLEDGE BY TITLE COMPANY


         The  undersigned  Title Company  executes this  Contribution  Agreement
solely to acknowledge  receipt of the Deposit pursuant to Paragraph 3 hereof and
to evidence its agreement to serve as escrow agent  pursuant to the terms of the
foregoing Agreement.

                                  COMMERCIAL SETTLEMENTS, INC.


                                  By: /s/ Stuart S. Levin
                                      Name: Stuart S.Levin
                                      Title: Vice President

                                      Date:           October 10, 1997



S:\SHAVER\FWR\SPRING4.AGT

                                                       -27-

<PAGE>



                                                 LIST OF EXHIBITS



EXHIBIT A.        Legal Description of Land                 Recitals

EXHIBIT B.        Leases and Rent Schedule                  Section 5(d)

EXHIBIT C.        Service Contracts                         Section 5(e)

EXHIBIT D.        Tax Bills                                 Section 5(f)

EXHIBIT E.        Insurance Policies                        Section 5(g)

EXHIBIT F.        Form of Tenant Estoppel                   Section 5(i)

EXHIBIT G.        Litigation                                Section 5(k)

EXHIBIT H.        Operating Statements and Budget           Section 5(p)

EXHIBIT I.        Personal Property                         Section 5(r)

EXHIBIT J.        Permitted Exceptions                      Section 8(a)(iii)

EXHIBIT K.        [Intentionally Omitted]

EXHIBIT L.        Confidential Information Statement        Sections 5(v), 7(e)




        [Contributor to Attach Foregoing at Acceptance of this Agreement]

                                                       -28-

<PAGE>



                                                     EXHIBIT A

                                             LEGAL DESCRIPTION OF LAND

                                                       -29-

<PAGE>



                                                     EXHIBIT B

                                             LEASES AND RENT SCHEDULE

                                                       -30-

<PAGE>



                                                     EXHIBIT C

                                                 SERVICE CONTRACTS

                                                       -31-

<PAGE>



                                                     EXHIBIT D

                                                     TAX BILLS

                                                       -32-

<PAGE>



                                                     EXHIBIT E

                                                INSURANCE POLICIES

                                                       -33-

<PAGE>



                                    EXHIBIT F
                            [Form of Tenant Estoppel]

                           TENANT ESTOPPEL CERTIFICATE
            ________________ Shopping Center (the "Shopping Center")
                 ____________, ___________ County, ____________



TO:      ________________________ ("Landlord")
         First  Washington  Realty  Limited  Partnership,   or  its  affiliates,
         assignees or designees ("FWRLP") ________________________ ("Lender").

THIS IS TO CERTIFY THAT:

1.       The  undersigned  is the Tenant under that  certain  lease dated as set
         forth  on  Schedule  A  hereto  annexed  (such  lease,  as  guaranteed,
         assigned, supplemented,  amended or modified as set forth on Schedule A
         hereto  is  herein  termed  the  "Lease")   covering  certain  premises
         ("Premises") at the Shopping Center.

2.       The Lease has not been assigned, supplemented or amended or modified in
         any respect  except as set forth in said Schedule A. The Lease is valid
         and in full force and effect on the date hereof.  The Lease is the only
         lease  or  agreement  between  the  Tenant  and  the  Landlord  or  its
         predecessors  or the  affiliates  of either of them  (individually  and
         collectively,  the  "Landlord")  relating  to the  Premises.  The Lease
         represents  the entire  agreement  between the  Landlord and the Tenant
         with  respect to the  Premises.  No oral  agreement  of any kind exists
         between the Landlord and the Tenant.

3. The Tenant hereby certifies that:

         A.       The Tenant is currently in possession of the Premises.

         B.       The   Tenant's   monthly   rent   under  the   Lease,   as  of
                  _______________, 199__ is $_________ per month, and the Tenant
                  has paid rent through ____________________, 199__.

         C.       A security deposit of $__________ has been deposited, and
                  remains on deposit, with the Landlord.

         D.       The Tenant's  payment to the Landlord for  operating  expenses
                  (taxes, insurance,  utilities and maintenance) under the Lease
                  is currently $_________ per month.

         E.       The Lease commenced on ___________________, 199__.

         F.       The current term of the Lease expires on __________, 199__.

         G.       The Tenant has ____ options to renew or extend the Lease for
                  ____ years each.

4.       The Tenant is not entitled to, and has made no agreement(s)  (orally or
         in writing)  with the  Landlord or its agents or  employees  concerning
         free rent, rebate of rental payments,  credit or offset or deduction in
         rent,  or any other type of rental  concession.  The Tenant has made no
         advanced  payment  of rent or other  payment in advance of any sums due
         under the Lease,  except rental for the current month. The Landlord has
         not provided  financing  for, made loans or advances to, or invested in
         the business of the Tenant.

5.       The Tenant has  accepted  and now  occupies  all of the Premises and is
         doing  business  therein.  To the best of the Tenant's  knowledge,  the
         Premises are free from defects in design, materials and/or workmanship.

6.       There is no existing  default on the part of the Landlord or the Tenant
         in any of the  terms  and  conditions  of the  Lease  and no event  has
         occurred and no condition  exists  which,  with the giving of notice or
         the lapse of time or both,  may  constitute  a default,  on the part of
         either the Landlord or the Tenant,  under the Lease.  The Tenant has no
         existing defense or offsets against the enforcement of the Lease by the
         Landlord, and the Tenant currently has no unasserted claims against the
         Landlord. There are no writs, injunctions, decrees, orders or judgments
         outstanding,   no  lawsuits,  claims,  proceedings,  or  investigations
         pending,

                                                        -i-

<PAGE>



         threatened or previously settled, relative to the Lease, nor is the
        Tenant aware of a basis for any proceeding.

7.       All  obligations  under  the  Lease to be  performed  by the  Landlord,
         including  without  limitation any  obligation to perform  construction
         work within the Premises or the Shopping  Center,  have been satisfied.
         All required  contributions by the Landlord to the Tenant on account of
         "tenant  improvements"  and/or "tenant  allowances"  (if any) have been
         received by the Tenant,  and if any other payments from the Landlord to
         the  Tenant  are  called  for by the  terms of the  Lease,  the  Tenant
         acknowledges that the Tenant has received the same.

8.       The Lease  contains,  and the Tenant  has,  no  outstanding  options or
         rights of first refusal to purchase the Premises or any part thereof or
         all or any part of the real  property of which the Premises are a part,
         and the Tenant has no right or option to take on any  additional  space
         or to give back any portion of the Premises.

9.       The Tenant has not made nor is the Tenant presently  contemplating  any
         assignment  by the Tenant for the benefit of creditors or any filing by
         the Tenant of a proceeding under the United States  Bankruptcy Court or
         similar laws of any state seeking the liquidation or  reorganization of
         the Tenant,  and to the  Tenant's  knowledge  no such  proceedings  are
         currently pending, threatened or contemplated against the Tenant.

10.      The Tenant has not sublet the  Premises  to any  sublessee  and has not
         assigned  any of its  rights  under the  Lease,  except as set forth on
         Schedule  A. No one except the Tenant and its  employees  occupies  the
         Premises.

11.      The address for notices to be sent to the Tenant is as set forth in the
         Lease, unless a different address is set forth in said Schedule A.

12.      The Tenant does not have,  nor has the Tenant  disposed  of,  hazardous
         materials  (as  defined  in any  federal,  state or local  statute)  in
         violation of applicable laws,  regulations or rules (collectively,  the
         "Environmental  Laws"), on the Premises or the Shopping Center.  Tenant
         has not received any notices,  written or oral,  of violation of any of
         the Environmental Laws.

13. The undersigned is authorized to execute this Tenant Estoppel Certificate on
behalf of the Tenant.

14. The undersigned hereby ratifies and confirms the Lease in all respects.

15.      This  certification  is  being  made to  induce  FWRLP to  acquire  the
         Shopping  Center (or the  interests in the  Landlord) and to induce the
         Lender to grant a loan to the  Landlord  which  loan will be secured by
         the Shopping Center.

         Dated _____________________, 1997.

                                    __________________________________(TENANT)
                                    By:
                                    Title:

GUARANTOR CONSENT
(IF APPLICABLE):

         The    undersigned    __________________    and    ____________________
("Guarantor(s)")  hereby  consents to and approves of the execution and delivery
of this  above  certification  and  agrees  that  that  certain  Guaranty  dated
______________, 199___ executed by Guarantor with respect to the Lease described
above is in all respects  ratified and  confirmed  and is and shall  continue in
full force and effect.

                                 (GUARANTOR(S))
                                                     ========================

                                                     ========================

                                                       -ii-

<PAGE>



                                                     EXHIBIT G

                                                    LITIGATION

                                                       NONE

                                                       -iii-

<PAGE>



                                                     EXHIBIT H

                                          OPERATING STATEMENTS AND BUDGET

                                                       -iv-

<PAGE>



                                                     EXHIBIT I

                                                 PERSONAL PROPERTY


                                                    Lawn Mower

                                                        -v-

<PAGE>



                                                     EXHIBIT J

                                               PERMITTED EXCEPTIONS


1.       Rights of  adjoining  property  owners on the West in and to party wall
         along the West property  line to the extent shown on Building  Location
         Plat made by Frey,  Sheehan,  Stoker & Assoc.,  Inc.,  dated  March 18,
         1986.

2.       Right  of Way for  Falls  Branch  Sewer  condemned  by  proceedings  in
         District Court Case 716, Supreme Court, District of Columbia.

3. Existing unrecorded leases.
















S:\SHAVER\FWR\SPRING4.AGT

                                                       -vi-

<PAGE>



                                                     EXHIBIT K

                                              [INTENTIONALLY OMITTED]


                                                       -vii-

<PAGE>


                                                     EXHIBIT L

                                        CONFIDENTIAL INFORMATION STATEMENT

                                                      -viii-

<PAGE>