Exhibit 10.6
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                           FIVE N-B PROPERTIES, L.P.,
                                                                      as Seller,
                                                  
                                      -and-



                         AMERIVEST BUILDINGS TEXAS INC.
                                                                   as Purchaser.
 


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                                CONTRACT OF SALE


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Premises:
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Date:
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                             HERRICK, FEINSTEIN LLP
                                 Two Park Avenue
                            New York, New York 10016
                        Attention: Dennis W. Russo, Esq.



<PAGE>



                                    Schedules
                                    ---------



A        Description of the Land

B        Permitted Exceptions

C        Rent Roll and Security Deposits

D        Service Contracts




                                    Exhibits
                                    --------


A        Existing Mortgage

B        General Warranty Deed

C        Assignment and Assumption of Leases, Security Deposits, and Service
         Contracts

D        Notice to Tenants

E        Tenant Estoppel

F        Landlord Estoppel






<PAGE>

                                TABLE OF CONTENTS



                                                                         Page
                                                                         ----
1.       Agreement to Sell and Purchase                                    1
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2.       Purchase Price                                                    1
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3.       Due Diligence Period/Closing                                      1
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4.       Closing Documents and Certain Payments                            2
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5.       Title                                                             5
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6.       Closing Adjustments.                                             10
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7.       Violations                                                       12
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8.       Leases                                                           14
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9.       Service Contracts.                                               16
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10a      Risk of Loss                                                     17
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11a      Escrow                                                           19
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12a      Condition of Property                                            21
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13a      Default by Purchaser; Liquidated Damages                         23
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14a      Purchaser's Right of Adjournment                                 24
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15a      Tax Certiorari                                                   25
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16a      Assignment by Purchaser                                          25
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17a      Notices                                                          26
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18a      Further Assurances                                               26
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19a      Vendee's Lien                                                    27
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20a      Title to Personal Property                                       27
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21a      Brokerage                                                        27
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22a      Intentionally Omitted                                            28
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23a      If Property Conveyed Subject to any Mortgages                    28
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24a      Intentionally Omitted                                            28
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25a      Miscellaneous                                                    28
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<PAGE>

                                                                    

     AGREEMENT made this ______ day of ________________,  1998, between Five N-B
Properties,   L.P.,  a  Delaware  limited  partnership,   having  an  office  at
__________________   (hereinafter  referred  to  as  "Seller"),   and  AmeriVest
Buildings   Texas   Inc.,   a   Texas   corporation,   having   an   office   at
_____________________ (hereinafter referred to as "Purchaser").


                              W I T N E S S E T H :


     1.  Agreement  to Sell and  Purchase.  Seller  agrees to sell and convey to
Purchaser,  and  Purchaser  agrees to  purchase  from  Seller,  on the terms and
conditions set forth herein, the parcels of land described in Schedule A annexed
hereto and made a part hereof  (collectively,  the  "Land"),  together  with any
buildings (collectively,  the "Building") and other improvements, if any, on the
Land. The Land, the Building,  and any other  improvements,  if any, on the Land
are sometimes collectively referred to herein as the "Property."

     2.  Purchase  Price.  The purchase  price for the  Property  shall be Three
Million Six Hundred Twenty-Five Thousand and No/100 Dollars ($3,625,000.00), and
Purchaser shall pay the purchase price as follows:
               

          (a) Forty-Thousand  and No/100 Dollars  ($40,000.00) upon signing this
Agreement  by payment  thereof to Escrow  Agent (as  hereinafter  defined),  the
receipt of which is hereby acknowledged, subject to collection;

          (b) One Hundred Sixty  Thousand and No/100  Dollars  ($160,000.00)  on
June 15, 1998; and

          (c) Three Million Four Hundred Twenty-Five Thousand and No/100 Dollars
($3,425,000.00)  reduced  by the  principal  amount  remaining  unpaid as of the
Closing Date (as hereinafter defined) under the Mortgage (defined below).

     The term "Mortgage"  shall mean that certain  mortgage and note,  copies of
which are annexed hereto as Exhibit A.

     3. Due Diligence  Period/Closing.  Purchaser  acknowledges  that commencing
upon the execution of this  Agreement,  and  continuing  for a period which will
expire on June 26, 1998 (the "Due Diligence  Period"),  Purchaser  shall conduct
its examinations,  inspections,  testing, studies, and/or investigations (herein
collectively  called  the  "Due  Diligence")  of the  Property  and  information
regarding  the  Property.  Seller  shall make the  Property  files  available to
Purchaser,  or shall make copies thereof for Purchaser,  for Purchaser's  review
during the Due Diligence Period. Purchaser shall have the right to meet with (or
converse  with)  tenants  (including  their  agents)  of the  Property  only  if
accompanied  by an  authorized  representative  of Seller.  Seller shall make an
authorized  representative  available during normal business hours upon at least

<PAGE>

24-hours  notice to Seller by Purchaser.  If Purchaser is not satisfied with the
results of its Due Diligence,  Purchaser may terminate this Agreement by written
notice to Seller  before  5:00  p.m.  (Eastern  Time) on the last day of the Due
Diligence  Period  (time  being  of the  essence),  and,  in the  event  of such
termination,  neither  Seller nor Purchaser  shall have any liability  hereunder
except for those  obligations  which  expressly  survive the termination of this
Agreement,  and  Purchaser  shall be  entitled  to the  return  of its  deposits
aggregating up to $200,000.00 as described in Paragraph 2 hereof.

     The  closing of title  hereunder  shall  occur at the  offices of  Herrick,
Feinstein LLP, Two Park Avenue, New York, New York at 10:00 o'clock a.m. on July
15, 1998, unless the closing is adjourned,  as and when permitted, in accordance
with the  provisions  hereof  (such  date of closing of title as the same may be
adjourned as provided above being herein referred to as the "Closing Date").

     4.  Closing  Documents  and Certain  Payments.  Without  limiting any other
provisions hereof:

          (a) Seller  shall  deliver to  Purchaser on or before the Closing Date
the following:

               (1) The usual  general  warranty deed in proper  statutory  short
form for recording, as set forth in Exhibit B, duly executed and acknowledged by
Seller, so as to convey to Purchaser the fee simple title to the Property,  free
of all encumbrances, except as provided herein;

               (2) If Purchaser  is taking  title to the  Property  subject to a
mortgage as described in  Paragraph 2 above,  then, a letter from such  mortgage
holder  setting forth the following:  (a) the amount of the unpaid  principal of
such mortgage, and the date the last payment of interest under such mortgage was
made, (b) the date of maturity thereof,  (c) the rate of interest  thereon,  and
(d) the amount of accrued and unpaid interest as of the Closing Date;

               (3) The  instruments  of  assignment,  without  recourse,  of any
Leases (as hereinafter  defined) and Service Contracts (as hereinafter  defined)
provided for herein, executed by Seller in the form annexed hereto as Exhibit C;

               (4) A notice to the tenants  under the Leases  executed by Seller
in the form set forth in Exhibit D;

               (5) A check  drawn to the order of the  recording  officer of the
county  in which  the deed is to be  recorded  for any and all  transfers  taxes
unless Seller elects that  Purchaser  shall pay such amount on behalf of Seller,
in which event,  Purchaser shall make payment of such amount at the closing, and

                                      -2-

<PAGE>

such  amount  shall be  allowed as a credit to  Purchaser  against  the  payment
required to be made pursuant to Paragraph 2 hereof;

               (6) Purchaser  shall have  received,  prior to Closing,  executed
estoppel letters which are not Materially Deficient Estoppel Letters (as defined
below) from (i) NationsBank  (collectively,  the "Major Tenant"), and (ii) other
tenants such that estoppel letters have been provided for Leases responsible for
no less than  eighty-five  percent (85%) in aggregate of the base rent from each
building included in the Property for the calendar month prior to closing. After
the Due Diligence Period,  Seller shall request estoppel letters from all of the
tenants  leasing space in the Property,  and shall use  commercially  reasonable
efforts to follow up with such tenants who do not  promptly  execute and deliver
tenant  estoppel  letters.  Prior to  delivering  an estoppel  certificate  to a
tenant,  Seller shall  provide  Purchaser  three (3) business days to review the
content  of  such   estoppel   letter  and  to  respond  to  Seller  with  noted
discrepancies  and  suggested  changes.  All of such  estoppel  letters shall be
substantially  in the form which such tenant is required to provide  pursuant to
the  terms of such  tenant's  Lease or,  if no form is  specified  in any of the
Leases, in the form of Exhibit E attached hereto and incorporated herein by this
reference.  In the event Seller cannot for any reason  obtain a tenant  estoppel
letter from a tenant from which an estoppel letter is required,  Seller,  at its
option,  may deliver to Purchaser a landlord estoppel letter from Seller, in the
form of Exhibit F attached hereto and incorporated herein by this reference. The
liability of Seller under each landlord  estoppel  letter shall expire and be of
no further  force and effect on the one-year  anniversary  of the Closing  Date;
provided,  however, that if Seller shall obtain an estoppel letter, which is not
a Materially  Deficient Estoppel Letter,  from any such tenant after delivery of
such  Seller's  estoppel  letter  with  respect to such  tenant,  such  landlord
estoppel  letter shall,  as of the date of such  tenant's  estoppel  letter,  be
without  further  force or effect.  As  defined  herein,  "Materially  Deficient
Estoppel  Letter" shall mean an estoppel  letter in which the applicable  tenant
discloses a Material Default on the part of the landlord or the tenant under its
Lease or discloses  another  Material  Matter (as such terms are defined below),
which in each case was not included in the copy of such tenant's Lease delivered
to Purchaser  and was not actually  known to Purchaser at the  expiration of the
Due  Diligence  Period.  As used  herein,  a "Material  Default" and a "Material
Matter"  shall mean a default or other  matter  relating to a Lease  that,  with
respect to any Lease,  would have an adverse  effect on  Purchaser  in excess of
Twenty-Five  Thousand  Dollars  ($25,000.00).  With  respect to each  Materially
Deficient Estoppel Letter, Seller shall have the right to elect prior to closing
either to:

                    (i) attempt to cure the Material  Default or other  Material
Matter,  in which event Seller shall have the right to adjourn the Closing,  and
(a) if Seller shall cure such material  default or other  material  matter,  the
Closing shall take place on a date to be designated by Seller,  which date shall
not be later than  forty-five  (45) days after the initial outside Closing Date,

                                      -3-

<PAGE>

or (b) if Seller  shall fail to cure such  Material  Default or Material  Matter
within such  forty-five  (45) day period,  Seller  shall elect to proceed  under
either clause (ii) or clause (iii) immediately below,

                    (ii)  proceed  with the Closing and deliver to  Purchaser at
Closing a landlord  estoppel  letter from Seller with respect to the  applicable
Lease, or

                    (iii) not cure such Material  Default or Material Matter and
not deliver a landlord  estoppel letter,  in which case Purchaser shall have the
right to either (a) accept such Materially Deficient Estoppel Letter and proceed
with the Closing, in which event the purchase price will be reduced by an amount
not to exceed  $50,000.00  determined by an  independent  appraiser  selected by
Seller and  Purchaser,  or (b)  terminate  this  Agreement,  in which  event the
$200,000.00  of  deposits  paid  under  Paragraph  2 hereof  shall be  repaid to
Purchaser  and,  thereafter,  the  parties  shall  have  no  further  rights  or
obligations  hereunder  except  for  obligations  which  expressly  survive  the
termination of this Agreement.

               (7) Such  instruments,  agreements,  or other documents as may be
necessary or convenient in order to effectuate any of the provisions  hereof, or
requested by  Purchaser  or the Title  Company to  consummate  the  transactions
contemplated  herein, or to confirm any of the provisions hereof, which shall be
executed, acknowledged, and/or sworn to before a notary public by Seller, as the
case may be;  provided that Seller shall not be required to take any  additional
risks,  incur  additional  costs,  or waive any  rights not  expressly  required
pursuant to this Agreement;

          (b)  Purchaser  shall  deliver to Seller on or before the Closing Date
the following:

               (1) The  payment  required  on account of the  purchase  price in
accordance with the provisions of Paragraph 2 hereof;

               (2) Proof that electric and gas accounts have been applied for by
Purchaser  with  the  applicable  utility,  and  that any  deposit  required  in
connection therewith has been made by Purchaser;

               (3) The agreements or instruments of assumption  and/or indemnity
described in Paragraphs 8 and 9 hereof;

               (4) A payment to Seller of the amount of any net  adjustments  in
favor of Seller;

                                      -4-

<PAGE>

                                   
               (5) An instrument of assumption of any mortgages to be assumed by
Purchaser pursuant to the provisions hereof, in form and substance  satisfactory
to Seller, duly executed and acknowledged by Purchaser;

               (6) The  payment  of all sums due  related  to  surveys or survey
updates;

               (7) The  payment  to  Seller  of any  amounts  due  Seller on the
Closing Date pursuant to Paragraph 8 hereof;

               (8) If Purchaser is a corporation,  then a copy of the resolution
of the board of directors of Purchaser authorizing the transactions contemplated
hereunder,  including  the  execution  and  delivery  of any note (or  bond) and
mortgage,  and a  certificate  by the  Secretary or  Assistant  Secretary of the
corporation  certifying such resolution and setting forth facts showing that the
corporation is authorized in accordance with its  certificate of  incorporation,
by-laws  and  at  law  to  enter  into  the  transactions  contemplated  hereby,
including,  without limitation, the execution and delivery of any note (or bond)
and mortgage, if any, hereunder,  and an incumbency  certificate  certifying the
authority  of the officer  signing the  documents  to be  delivered by Purchaser
hereunder;

               (9) Payments in the amounts and to the appropriate parties as may
be required in order to make any other  payments due and payable to or on behalf
of Seller hereunder;

               (10) Any other  document  required  to be  delivered  or  payment
required to be made at the closing hereunder  pursuant to the provisions hereof;
and

               (11) Such  instruments,  agreements or other  documents as may be
necessary or convenient in order to effectuate any of the provisions  hereof, or
requested  by  Seller  or the  Title  Company  to  consummate  the  transactions
contemplated  herein, or to confirm any of the provisions hereof, which shall be
executed, acknowledged and/or sworn to before a notary by Purchaser, as the case
may be;  provided that  Purchaser  shall not be required to take any  additional
risks,  incur  additional  costs,  or waive any  rights not  expressly  required
pursuant to this Agreement.

          (c) All other de minimus,  non-legal,  and due diligence  costs (i.e.,
title  escrow  charges)  not  otherwise  allocated  herein  shall be split 50/50
between Seller and Purchaser.

                                      -5-

<PAGE>


     5. Title.

          (a) Purchaser acknowledges and agrees that the Property to be sold and
conveyed  pursuant to the provisions hereof may be subject to any and all of the
matters described below  (collectively  "Permitted  Exceptions"),  and Purchaser
shall accept title to the Property as of the Closing Date subject thereto:

               (1) Zoning regulations and ordinances,  building restrictions and
regulations of the city,  town or village in which the Property is located which
are not violated by the Building;

               (2)  Encroachments  of the  Building  (provided  that  the  Title
Company  affirmatively  insures that the same may remain  undisturbed so long as
the Building shall stand),  nonstructural  walls, lawns, walks,  fences,  cellar
doors, sidewalk elevators,  fire escapes,  sheds, stoops, areas, steps, trim and
cornices, balconies,  ornamental columns, windows, door caps, keystones, ledges,
pilasters,  coping,  or other similar  projections or structures,  if any, upon,
under or above any street,  highway, or any adjoining property,  and any similar
encroachments projecting upon, under or above the Property;

               (3) The lien of any real  estate  taxes,  water  frontage  and/or
meter charges,  sewer rents,  vault taxes and assessments,  and any interest and
penalties  thereon,  provided  that  apportionment  thereof is made as  provided
herein;

               (4) Uniform  Commercial Code financing  statements or conditional
bills of sale of record,  provided that (i) such statements were filed on a date
more than five (5) years  prior to the Closing  Date,  and Seller  executes  and
delivers to  Purchaser  an affidavit  setting  forth that the  property  covered
thereby is no longer in the  Property  or is fully paid for, or (ii) a tenant is
the debtor thereunder;

               (5) Any lien, encumbrance or lis pendens either (i) for which the
instrument  required to remove said  encumbrance  of record is  delivered  on or
prior to the Closing  Date to the proper  party or the Title  Company,  together
with the required recording or filing fee, or (ii) as to which the Title Company
will insure  Purchaser  that the lien,  encumbrance  or lis pendens  will not be
collected out of or enforced against the Property;

               (6) The lien of any assessment  which is or may become payable in
annual  installments  of  which  any  installment  is then a  charge  or a lien,
provided that apportionment thereof is made as provided herein;

               (7) Any state of facts an accurate  survey made as of the Closing
Date would show,  provided  that (i) such  additional  state of facts (except as
otherwise  set forth  herein) does not render title  unmarketable,  and (ii) the
Title Company will insure against;

                                      -6-

<PAGE>


               (8)  Any   covenants,   restrictions   and   easements  or  other
encumbrances  of record (other than for the payment of money) provided that they
do not prohibit the existence or present use of the Building;

               (9) Rights of electric, gas, steam, telephone,  cable, water, and
any other utility companies to lay, maintain,  install, and repair pipes, lines,
poles, conduits, cables, boxes, and related equipment upon, under, and above the
Property;

               (10) Possible  minor  variations  between the  description of the
Property on the tax maps and herein;

               (11) The lien of any  unpaid  federal  or state  income,  estate,
inheritance or transfer  taxes,  franchise taxes or general  corporation  taxes,
provided that Seller,  on the Closing Date, makes such deposit or undertaking as
might be reasonably required by the Title Company in order to issue to Purchaser
a policy of title insurance  insuring against the collection  thereof out of the
Property;

               (12) The Service Contracts;

               (13) The Leases,  any memoranda  thereof,  and any nondisturbance
agreements  with  tenants or  subtenants,  whether or not  recorded  against the
Property;

               (14) Any mortgages of record described in Paragraph 2 hereof, and
any Uniform Commercial Code financing  statements,  assignments of rents, or any
other security interests in connection with any such mortgages;

               (15) The standard  printed  exceptions  and the title matters set
forth in  Schedule B in that  certain  certificate  of title  annexed  hereto as
Schedule B and made a part hereof; and

               (16) Any matter which the Title Company shall be willing, without
special  premium,  to omit as an  exception to  coverage,  or to insure  against
collection out of or enforcement against the Property.

          (b) Seller  shall  give,  and  Purchaser  shall  accept,  title to the
Property such as the Title  Company  shall be willing to insure,  subject to the
Permitted Exceptions.

                                      -7-

<PAGE>

                        
          (c) Seller may use any portion of any payments due to Seller hereunder
to satisfy any lien or encumbrance against the Property.  In order to facilitate
the  satisfaction  of any such liens or  encumbrances,  Purchaser  shall, on the
Closing Date, on behalf of Seller,  make separate payments of any amounts due to
Seller to such parties, as may be requested by Seller.

          (d) The  amount of any  unpaid  tax  assessments,  with  interest  and
penalties, to a date not less than two (2) business days after the Closing Date,
shall be paid by  Seller,  or  allowed to  Purchaser  out of the  balance of the
purchase price, and official bills therefor, with interest and penalties thereon
figured to said date, shall be furnished by Seller at the closing.

          (e) Purchaser shall promptly after executing this Agreement order from
Chicago Title Insurance  Company,  or another title  insurance  company which is
reasonably acceptable to Seller ("Title Company"),  a title examination,  survey
update, and search of violations,  and shall cause a copy of the report, updated
survey, and violation search to be delivered to Seller's attorneys  concurrently
with the delivery thereof to Purchaser's  attorneys.  Within ten (10) days after
receipt of such title report,  survey,  or violation search, as the case may be,
Purchaser or Purchaser's  attorneys  shall send to Seller's  attorneys a written
statement  setting  forth any items noted in such title  report or survey  which
Purchaser deems a valid title  objection (as hereinafter  defined) in accordance
with the  provisions  hereof,  or any  violations  noted in such  search,  which
Purchaser deems the obligation of Seller  hereunder.  If the statement  provided
above shall not be delivered as provided above,  then any title exceptions noted
in such title report or survey,  or  violations  noted in such search,  shall be
deemed waived.  Any title  exceptions  noted in such title report or survey,  or
violations  noted in the  search,  which are not set forth in the  statement  of
Purchaser or  Purchaser's  attorneys  provided  above,  shall likewise be deemed
waived.

          (f) Seller shall have the right, but not the obligation, to cure title
objections  constituting  conditions of title varying from the state of title to
be delivered in accordance herewith  (collectively "valid title objections" and,
individually,  "valid title objection"), and to adjourn the closing from time to
time to a date (the  "Adjourned  Date")  specified by Seller upon ten (10) days'
notice to  Purchaser,  but not beyond a date which is more than ninety (90) days
after the Closing Date.  If Seller elects to adjourn the closing,  and cures the
valid title  objections on or before the Adjourned  Date, then the closing shall
occur  on such  Adjourned  Date  specified  by  Seller  in  accordance  with the
provisions hereof, without any reduction in the purchase price hereunder.

          (g) If Seller elects by notice at any time not to cure any valid title
objection,  or Seller  fails to cure a valid  title  objection  on or before the
Adjourned  Date, then  Purchaser's  sole right and remedy shall be, on the terms
and conditions set forth below, either:

               (1) to declare this Agreement canceled;

                                      -8-

<PAGE>


               (2) to complete  the  purchase  in  accordance  herewith  without
reduction or abatement in the purchase price; or

               (3) to elect to  attempt to cure such valid  title  objection  by
setting aside into a mutually agreed escrow a portion of the purchase price, not
to exceed $50,000.00, representing one hundred ten percent (110%) of the cost of
curing the valid title  objection as reasonably  estimated by the Title Company,
proceed to  immediately  close the purchase of the Property,  and then work with
the Title  Company  to cure the valid  title  objection.  At the  earlier of the
curing of the valid title objection or twelve (12) months from the Closing Date,
any funds in the escrow not  utilized or  specifically  committed to be utilized
for the aforesaid cure shall be returned to Seller.

          Purchaser  shall  exercise its option  pursuant to clause (1) above by
notice  given to and  received by Seller on the later of (i) five (5) days after
the giving of  Seller's  notice to  Purchaser  that Seller will not cure all the
valid title objections, and (ii) the Adjourned Date.

          If  Purchaser  exercises  its option  pursuant  to clauses  (1) or (3)
above,  then  Purchaser  shall be  entitled  to  receive  a  refund  of all sums
theretofore  paid on account of the  purchase  price;  provided  there is not in
existence  a  Purchaser  Closing  Default (as  hereinafter  defined).  Upon such
cancellation, except as set forth in the preceding sentence, neither party shall
have any further liability to the other party.

          If Purchaser shall fail to send a written notice to Seller  exercising
Purchaser's  option  set  forth  under  clauses  (1) or  (3)  above  within  the
applicable period,  then it shall be deemed that Purchaser  exercised the option
set forth in clause (2) above.

          Nothing contained herein shall be construed as a representation of the
state of title to the  Property,  or to  require  Seller to bring any  action or
proceeding,  or otherwise to incur any expenses, to render title to the Property
insurable or marketable,  or to cure any valid title objections.  Any attempt by
Seller to cure a title  objection  shall not be  construed  as an  admission  by
Seller that such objection is a valid title objection hereunder.

          (h) All right,  title,  and interest of Seller,  if any, in and to the
land  lying in the bed of the street  road or avenue in front of, or  adjoining,
the  Property  to the  center  line  thereof  is  included  with the sale of the
Property,  and shall be deemed  transferred to Purchaser  under the deed for the
Property to be delivered to Purchaser at the closing hereunder.

                                      -9-

<PAGE>


     6. Closing Adjustments.

          (a) The  following  items  shall be  apportioned  between  Seller  and
Purchaser as of the Closing Date:

               (1) Rents collected;

               (2) Interest on mortgages;

               (3) Real  estate  taxes on the basis of the fiscal year for which
assessed; however, if the Closing Date shall occur before the tax rate is fixed,
then the  apportionment  of real estate taxes shall be upon the basis of the tax
rate theretofore in effect applied to the latest assessed valuation;

               (4) Water  charges  and [sewer  rents] on the basis of the fiscal
year for which assessed, subject to the provisions of subparagraph (c) below;

               (5) Fuel,  if any, as  estimated by Seller's  fuel oil  supplier,
valued at the price  therefor  then  charged  by such  supplier,  including  any
applicable taxes;

               (6) Supplies,  if any, in unopened  containers valued at Seller's
cost thereof, including any applicable taxes;

               (7) Charges under Service Contracts;

               (8) Utility charges for gas and electric service, if any;

               (9)  Elevator  inspection  fees  and any  charges  and  fees  for
transferable licenses and permits apportioned ratably over the period covered;

               (10) Any leasing commissions,  advertising costs, legal fees, and
costs of  construction  incurred by Seller with  respect to Leases  entered into
after the date hereof, and prior to the Closing Date; provided that the terms of
the Lease and all such costs have, in advance, been submitted to and approved in
writing by Purchaser.  Such apportionments are to be made by prorating the total
amount of such  commissions,  costs,  and fees payable with respect to each such
Lease over the period for which rent is payable under such Lease, without regard
to any renewal periods; and

          (b) If, as of the Closing Date, the Property or any part thereof shall
be, or shall have been,  affected by an assessment or  assessments  which are or
may become payable in annual installments of which the first installment is then

                                      -10-

<PAGE>

a charge or lien, or has been paid,  then the  installment for the year in which
the Closing Date occurs shall be apportioned  between Seller and Purchaser as of
the Closing Date, and Purchaser  shall be responsible for any  installments  due
thereafter.

          (c) If  there be a water  meter on the  Property,  then  Seller  shall
furnish a reading to a date not more than  thirty (30) days prior to the Closing
Date, and,  except as set forth below,  the unfixed meter charge and the unfixed
sewer rent, if any, based thereon for the intervening time, shall be apportioned
on the basis of such last reading. If, pursuant to any of the Leases, the tenant
is obligated to pay water charges or vault taxes,  such water  charges,  and the
sewer rents attributable thereto, and vault taxes, as the case may be, shall not
be  apportioned,  and Purchaser shall look solely to said tenant for the payment
of same,  and Purchaser  shall take title subject to any such unpaid water meter
charges,  sewer rents, and vault taxes owing by such tenant or tenants, and same
shall not be deemed a valid title objection.

          (d) (1) Supplementing the provisions of subparagraph (a) above, if, on
the Closing  Date,  there are rents or other sums due to Seller from tenants for
the month in which the  Closing  Date  occurs,  and/or the month  prior  thereto
(collectively,  the  "Adjustment  Period"),  then Purchaser shall hold the first
monies  received  from any  tenants  in trust for the  benefit  of  Seller,  and
promptly remit the same to Seller to the extent required to pay such sums due to
Seller.

               (2) Without  limiting the provisions of  subparagraph  (a) above,
Seller hereby reserves its right to any rents or other sums due from tenants for
any period  prior to the Closing  Date,  and  reserves  the right to bring legal
proceedings  directly against tenants for collection of any sums due Seller from
such tenants. If requested by Seller,  and, if necessary,  to obtain standing in
any  such  proceedings  brought  by  Seller,  Purchaser  shall  join  as a party
plaintiff  in any such  proceedings  brought  by  Seller,  and both  Seller  and
Purchaser  shall be  represented  by  Seller's  attorneys  in such  proceedings.
However,  Seller shall reimburse  Purchaser for its actual and reasonable  costs
incurred in connection  with any such  proceedings in which  Purchaser  joins as
provided above.

               (3) Where the Leases  contain  obligations  for utility  charges,
rent escalation for taxes,  labor,  operating expenses or other factors,  common
area charges,  insurance,  or other forms of additional  rent,  and Seller shall
have collected any portion of such charges for a period beyond the Closing Date,
then the same shall be  apportioned,  and  credit  given to  Purchaser  for such
period.  If such  charges  have not been  billed,  or, if billed,  have not been
collected by Seller as of the Closing  Date,  then  Purchaser  shall (i) in good
faith and with due diligence bill and collect such charges, and, when the amount
of such  additional  rent is  determined  and  collected by Purchaser  from such
tenants,  the same shall be apportioned as provided herein,  (ii) hold the first
monies so received and apportioned to Seller in trust for the benefit of Seller,

                                      -11-

<PAGE>

and (iii) promptly remit the amounts apportioned thereto to Seller to the extent
required to pay the amounts due to Seller for the period up to the Closing Date.

               (4) If Purchaser receives any rents or other sums to which Seller
shall be entitled under this  Paragraph,  then Purchaser  shall hold the same in
trust for the benefit of Seller, and promptly remit the same to Seller.

               (5)  The  provisions  of  this  subparagraph  shall  survive  the
delivery of the deed hereunder.

          (e) Any income earned on the Escrow Fund will be used first to pay any
amounts due to the Escrow  Agent and then will be paid to the party  entitled to
such funds.

     7. Violations.

          (a) Except as set forth in subparagraphs (b) and (c) below, all notes,
or notices of violations of law or municipal ordinances, orders, or requirements
noted in, or issued by, any state or municipal  department  having  jurisdiction
against or  affecting  the  Property  on or before the  Closing  Date,  shall be
complied  with by Seller,  and the Property  shall be conveyed free of the same.
Seller shall  furnish  Purchaser  with an  authorization  to make the  necessary
searches therefor.

          (b) If the cost (the "Violation  Amount") of curing the violations for
which Seller is  responsible in accordance  with the provisions of  subparagraph
(a) above (the "Violations")  exceeds  $50,000.00 in the aggregate,  Seller may,
notwithstanding the provisions of subparagraph (a) above, elect not to cure such
Violations.  If Seller  elects to attempt to cure the  Violations,  Seller shall
have  the  right  to  adjourn  the  closing  from  time to  time to a date  (the
"Suspended  Date")  specified by Seller upon five (5) days' notice to Purchaser,
but not  beyond a date  which is more than  ninety  (90) days  after the date of
closing  set  forth in  Paragraph  3 hereof as same may be  extended.  If Seller
elects  to  adjourn  the  closing,  and cures the  Violations  on or before  the
Suspended  Date, then the closing shall occur on such date without any reduction
in the purchase price. If Seller elects,  by notice, at any time not to cure the
Violations, or if Seller fails to cure the Violations on or before the Suspended
Date,  then  Purchaser's  sole  right  and  remedy  shall  be,  on the terms and
conditions set forth below, either:

               (1) to declare  this  Agreement  canceled,  except as provided in
subparagraph (c) below;

                                      -12-

<PAGE>


               (2) to complete  the  purchase  in  accordance  herewith,  with a
credit  against the purchase  price in an amount equal to the Violation  Amount,
less any sums  expended  or incurred  by Seller for curing the  Violations,  but
without reduction or abatement in the purchase price; or

               (3) to elect to attempt to cure the  Violations  by setting aside
into a mutually  agreed  escrow a portion of the purchase  price,  not to exceed
$50,000.00,  reasonably estimated by an expediter (with expertise in the removal
of violations)  chosen by both Seller and Purchaser,  as one hundred ten percent
(110%) of the cost of curing the  Violations,  proceed to immediately  close the
purchase of the Property, and then work to cure the Violation. At the earlier of
the  completion of all work to cure the Violation or twelve (12) months from the
Closing Date, any  uncommitted  funds in the escrow not utilized or specifically
committed to be utilized for the aforesaid cure shall be returned to Seller .

          Purchaser  shall  exercise its option  pursuant to clause (1) above by
notice  given to and  received by Seller on the later of (i) five (5) days after
the  giving  of  Seller's  notice to  Purchaser  that  Seller  will not cure the
Violations, and (ii) the Suspended Date.

          If Purchaser  exercises its option pursuant to clause (1) above,  then
Purchaser shall be entitled to receive a refund of all sums  theretofore paid on
account  of the  purchase  price;  provided  that  there is not in  existence  a
Purchaser Closing Default hereunder. Upon such cancellation, except as set forth
in the preceding sentence, neither party shall have any further liability to the
other party.

          If Purchaser shall fail to send a written notice to Seller  exercising
Purchaser's  option  set  forth  under  clauses  (1) or  (3)  above  within  the
applicable period,  then it shall be deemed that Purchaser  exercised the option
set forth in clause (2) above.

          (c) Notwithstanding the provisions of subparagraphs (a) and (b) above,
Seller  shall  have the  right,  but not the  obligation,  in lieu of curing the
Violations on or before the Closing Date,  either of (i) depositing  with Escrow
Agent on the Closing Date a sum  estimated to be  sufficient  to pay the cost of
curing  the  Violations  which  remain  uncured  as of  the  Closing  Date  by a
contractor  ("Contractor")  selected by Seller,  and  consented  to by Purchaser
(which consent shall not be unreasonably withheld or delayed), and delivering to
Purchaser,  at the closing,  Seller's  agreement (the "Violation  Agreement") to
promptly and  diligently  cure such  Violations  within one hundred twenty (120)
days after the Closing Date so long as Purchaser  grants Seller (and its agents)
such access to the Property as may be reasonably  required in order to cure such
Violations,  or (ii)  allowing  Purchaser  a credit of one  hundred  ten percent
(110%) of the sum  estimated by  Contractor  to be sufficient to pay the cost of

                                      -13-

<PAGE>

any of such Violations. Upon the occurrence of either of the events described in
clauses (i) or (ii) above,  Purchaser  shall complete the purchase in accordance
herewith without  reduction or abatement in the purchase price.  Seller shall be
entitled to receive a refund of any deposit  made  pursuant to clause (i) above,
and any income earned thereon when such  Violations have been removed of record,
and the work required to cure such  Violations  has been completed as determined
by Contractor.

     8. Leases.

          (a) Seller  represents  as of the date  hereof  and as of the  Closing
Date, the following:

               (1) Annexed  hereto as Schedule C is a schedule of the leases and
the tenancies  affecting the Property (such leases and tenancies,  and any other
leases  and  tenancies  entered  into  after the date  hereof,  are  hereinafter
sometimes  collectively referred to as the "Leases" and individually referred to
as a "Lease");

               (2) There are no Leases other than as set forth in Schedule C;

               (3) All Leases are in writing  except as set forth in Schedule C,
and, if any Lease is not in writing,  the material  terms of the tenancy are set
forth in Schedule C;

               (4) True and complete  copies of all the written Leases  referred
to  in  Schedule  C,  including  any  extensions  or  modifications  thereof  or
amendments  thereto,  have been  exhibited  to and  initialed  by  Purchaser  or
Purchaser's representatives;

               (5) With  respect  to the Leases  described  in  Schedule  C, and
except as stated in Schedule C annexed  hereto: 

                    (i) all such Leases are in full force and effect; and

                    (ii) Seller has received no notice from any tenant  claiming
a material  default  under any such  Lease as a result of which said  tenant has
ceased to pay the rental  required to be paid under its Lease or canceling  such
Lease.

          (b) Seller does not  undertake or guarantee  that any Lease will be in
full  force or  effect  on the  Closing  Date,  and  Purchaser  agrees  that the
voluntary  or  involuntary  removal  of  tenants  or  occupants  before or after

                                      -14-

<PAGE>

institution  of summary  proceedings,  or otherwise,  shall not give rise to any
reduction or abatement in the purchase  price  hereunder,  or other claim on the
part of Purchaser  against Seller.  Seller shall not be obligated to re-rent any
space which shall become  vacant  between the date hereof and the Closing  Date.
Seller shall not rent any space or renew leases of space at the Property without
prior written approval of Purchaser.

          (c)  At  the  closing,  Seller  shall  assign  to  Purchaser,  without
recourse,  all of  Seller's  right,  title,  and  interest in and to each of the
Leases  which are in full force and effect on the Closing  Date,  and  Purchaser
shall assume all of the  obligations  on the part of Seller  accruing  after the
Closing  Date  under  each  of  such  Leases,  and  for  any  leasing  brokerage
commissions  or other such fees due upon the  exercise  of any  renewal  options
under any such Leases,  or the leasing by any tenant of additional  space at the
Property.  Purchaser  agrees to indemnify  and to hold Seller  harmless from and
against  any  and  all  claims,   liabilities,   damages,  costs,  and  expenses
(including, without limitation, reasonable attorneys' fees) arising out of or in
connection with such Leases,  based on facts and  circumstances  occurring after
the Closing Date, and/or any leasing brokerage commissions,  or other such fees,
due upon the  exercise  of any renewal  options  under any such  Leases,  or the
leasing by any tenant of  additional  space at the  Property.  Seller  agrees to
indemnify  and to hold  Purchaser  harmless from and against any and all claims,
liabilities,  damages,  costs,  and  expenses  (including,  without  limitation,
reasonable  attorneys'  fees) arising out of or in  connection  with such Leases
based  on facts  and  circumstances  occurring  before  the  Closing  Date.  The
provisions of this subparagraph shall survive the delivery of the deed hereunder
for one (1) year.

          (d)  Included in Schedule C is a schedule of security  deposits  under
the Leases. At the closing,  Seller shall assign, without recourse, or turn over
to Purchaser,  the security deposits under the Leases to be assigned  hereunder.
Purchaser shall acknowledge,  in writing,  the receipt of such Security Deposits
at the  closing  hereunder.  Purchaser  agrees to  indemnify  and to hold Seller
harmless from and against any and all claims,  liabilities,  damages, costs, and
expenses (including, without limitation, reasonable attorneys' fees) arising out
of or in  connection  with such  Security  Deposits  caused by acts or omissions
occurring on or after the Closing  Date.  Seller agrees to indemnify and to hold
Purchaser  harmless from and against any and all claims,  liabilities,  damages,
costs, and expenses (including, without limitation,  reasonable attorneys' fees)
arising out of or in connection  with such Security  Deposits  caused by acts or
omissions occurring before the Closing Date. The provisions of this subparagraph
shall survive the delivery of the deed hereunder for one (1) year.

          (e) Without  limiting  the  provisions  of  subparagraphs  (c) and (d)
above, Purchaser shall execute and deliver to Seller at the closing hereunder an
instrument or agreement in form and substance satisfactory to Seller, confirming
the assumption and indemnity provisions of subparagraphs (c) and (d) above.

                                      -15-

<PAGE>


     9. Service Contracts.

          (a) Annexed  hereto as  Schedule D is a schedule  of certain  service,
labor,  concession,  and maintenance  contracts,  if any, affecting the Property
(such contracts and any such other contracts  entered into after the date hereof
are hereinafter  sometimes  collectively  referred to as "Service Contracts" and
individually as a "Service Contract"),  which Purchaser is to assume pursuant to
the provisions of this Paragraph.

          (b) Seller does not undertake or guarantee  that any Service  Contract
will be in force or effect on the Closing Date,  and  Purchaser  agrees that the
existence of any such Service  Contract  shall not give rise to any reduction or
abatement  in the  purchase  price  hereunder,  or  other  claim  on the part of
Purchaser  against Seller.  Seller shall not be obligated to replace any Service
Contract  which  shall  cease to be in effect  between  the date  hereof and the
Closing Date. Upon the receipt of the prior written consent of Purchaser,  which
consent shall not be  unreasonably  withheld,  Seller may renew any such Service
Contracts or to enter into new Service  Contracts;  provided  that, in no event,
shall any such new Service  Contract or renewal Service Contract at the Property
provide for a cost which is more than ten percent (10%) greater than the current
cost for such services, or a term of more than one (1) year, except as set forth
below.  Notwithstanding the foregoing,  Seller may at any time, and from time to
time, enter into Service  Contracts on any terms which Seller,  in Seller's sole
discretion,  shall decide,  provided that (i) the term of such Service  Contract
shall either expire on the Closing Date or be on a month-to-month basis, or (ii)
in the case of renegotiation of any union labor contract affecting the Property,
the term of such union contract shall not exceed three (3) years,  or be on less
favorable  terms than the terms and conditions of the union contract  negotiated
by the industry association, if any, or if there be no such industry association
negotiated  contract,  then prevailing  terms for such union  contracts.  At the
closing,  Seller shall assign to Purchaser,  without  recourse,  all of Seller's
right,  title,  and  interest in and to, and  Purchaser  shall assume all of the
obligations on the part of Seller  accruing after the Closing Date under each of
the Service  Contracts  which are in full force and effect on the Closing  Date.
Purchaser  agrees to indemnify and to hold Seller  harmless from and against any
and all claims,  liabilities,  damages, costs, and expenses (including,  without
limitation, reasonable attorneys' fees) arising out of or in connection with the
Service  Contracts  based on facts and  circumstances  occurring on or after the
Closing Date. Seller agrees to indemnify and to hold Purchaser harmless from and
against  any  and  all  claims,   liabilities,   damages,  costs,  and  expenses
(including, without limitation, reasonable attorneys' fees) arising out of or in
connection with the Service Contracts based on facts and circumstances occurring
before the Closing  Date.  The  provisions of this  Paragraph  shall survive the

                                      -16-

<PAGE>

delivery of the deed hereunder for one (1) year.  Without limiting the foregoing
provisions of this  Paragraph,  Purchaser shall execute and deliver to Seller at
the closing hereunder an instrument in form and substance satisfactory to Seller
and  Purchaser  confirming  the  assumption  and  indemnity  provisions  of this
Paragraph.

     10 Risk of Loss.

          (a) The  risk  of loss or  damage  to the  Property  by fire or  other
casualty,  until the  Closing  Date,  is assumed  by Seller,  except for loss or
damage arising out of or relating to the acts or negligence of Purchaser,  which
is assumed by Purchaser. Seller shall have the right, but not the obligation, at
Seller's  sole  option,  to restore the Property in the event of a fire or other
casualty.  Seller shall notify  Purchaser of the  occurrence of any such loss or
damage  within ten (10) days  after such  occurrence,  or by the  Closing  Date,
whichever  first occurs,  and by such notice,  shall elect whether or not Seller
shall  attempt to restore the  Property.  If Seller elects to attempt to restore
the  Property,  Seller  shall have the right to adjourn the closing from time to
time to a date (the  "Completion  Date") specified by Seller upon ten (10) days'
notice to  Purchaser,  but not beyond a date which is more than ninety (90) days
after the date of closing set forth in Paragraph 3 hereof.  If Seller  elects to
adjourn the closing, and substantially completes the restoration of the Property
on or before the Completion Date, then the closing shall occur on such adjourned
closing date without any reduction or abatement in the purchase price hereunder.
If Seller elects, by notice,  at any time, not to make such  restoration,  or if
Seller fails to complete the restoration on or before the Completion  Date, then
Purchaser's  sole right and  remedy  shall be, on the terms and  conditions  set
forth below, as follows:

          If a  material  part of the  Property  is  damaged  by  fire or  other
casualty, then Purchaser shall have the right either:

               (1) to declare this Agreement canceled; or

               (2) to complete the purchase in  accordance  with the  provisions
hereof without reduction or abatement in the purchase price.

          Purchaser  shall  exercise its option  pursuant to clause (1) above by
notice given to Seller, and received by Seller on the earlier of (i) within five
(5) days after the giving of Seller's  notice to Purchaser  that Seller will not
restore the Property, and (ii) the Completion Date.

          If Purchaser  exercises its option pursuant to clause (1) above,  then
Purchaser shall be entitled to receive a refund of all sums  theretofore paid on
account  of the  purchase  price;  provided  that  there is not in  existence  a

                                      -17-

<PAGE>

Purchaser Closing Default.  Upon such  cancellation,  except as set forth in the
preceding sentence,  neither party shall have any further liability to the other
party.

          If Purchaser shall fail to send a written notice to Seller  exercising
Purchaser's  option  set forth  under  clause (1) above  within  the  applicable
period, then it shall be deemed that Purchaser exercised the option set forth in
clause (2).

          If an  immaterial  part of the  Property  is  damaged by fire or other
casualty,  then  Purchaser  shall  complete the purchase in accordance  with the
provisions hereof, without abatement or reduction in the purchase price.

          If Purchaser exercises its option pursuant to clause (2) above, or, if
an immaterial part of the Property is damaged by fire or other  casualty,  then,
subject and  subordinate  to the rights of any holder of any mortgage  affecting
the Property,  Seller shall turn over to Purchaser the net proceeds (after legal
and other  expenses  of  collection)  actually  collected  by  Seller  under the
provisions of such hazard insurance  policies,  if any, covering such damage, to
the extent that they were attributable to such damage to the Property,  less any
sums expended or incurred by Seller for restoration of the Property,  and Seller
shall assign,  without recourse,  Seller's right to any insurance  payments,  if
any, not yet  received by Seller  attributable  to such damage to the  Property,
less any  unrecouped  sums  theretofore  expended  or incurred by Seller for the
restoration of the Property, and any legal and other expenses of collection.

          (b) If, prior to the Closing Date,  all or any part of the Property is
taken by eminent  domain,  then  Seller  promptly  thereafter  shall give notice
thereof to Purchaser.

          If a material part of the Property is taken by eminent  domain,  then,
upon such taking, this Agreement shall be deemed canceled,  and Purchaser's sole
right  and  remedy  shall  be to  receive  a  refund  from  Seller  of all  sums
theretofore paid on account of the purchase price (provided  Purchaser is not in
default in any of its  obligations  hereunder)  and,  except as set forth above,
neither party shall have any further liability to the other hereunder.

          If an immaterial part of the Property is taken by eminent domain,  or,
in the event of a change of legal  grade or  temporary  taking,  then  Purchaser
shall  nonetheless  complete  the  purchase in  accordance  with the  provisions
hereof,  without  reduction or abatement in the purchase price.  However,  if an
immaterial part of the Property is taken by eminent  domain,  then Seller shall,
upon closing,  subject and subordinate to the rights of any holder of a mortgage
affecting the Property,  (i) turn over and deliver to Purchaser the net proceeds
of any award or other  proceeds of such taking which may have been collected by,
and not previously used for, restoration,  or (ii) if no award or other proceeds

                                      -18-

<PAGE>

shall have been collected,  deliver to Purchaser an assignment  without recourse
of Seller's  rights,  if any, to any such award or other  proceeds  which may be
payable as a result of such taking.

          (c) The provisions of this Paragraph  shall govern and control even if
inconsistent with any applicable law.

     11. Escrow. The amount paid upon signing of this Agreement shall be held in
escrow by the Title Company  ("Escrow  Agent"),  together with any income earned
thereon (such  principal  and income being  hereinafter  sometimes  collectively
referred to as the "Escrow  Fund") in accordance  with the terms and  conditions
set forth  below.  Any  amount  deposited  with  Escrow  Agent  pursuant  to the
provisions  of Paragraph  7(c) hereof  shall be held in escrow by Escrow  Agent,
together  with any income  earned  thereon  (such  amount and any income  earned
thereon being hereinafter sometimes  collectively referred to as the "Violations
Fund"),  in accordance with the terms and conditions set forth below. The Escrow
Fund and Violations Fund are hereinafter collectively referred to as the "Fund."

          (a) Escrow  Agent  shall have the right,  but not the  obligation,  to
invest the Fund in federally insured savings  accounts,  and shall not be liable
for any losses suffered in connection with any such investment.

               (1) the balance of the Escrow  Fund shall be the  property of and
shall be paid over to:

                    (i) Seller,  upon closing, in accordance with the provisions
hereof;

                    (ii)  Purchaser,  if,  prior to payment  over to Seller,  as
provided in clause (i) above,  shall be entitled to return of the payments which
Purchaser made on account of the purchase price hereunder, pursuant to the terms
and conditions hereof; or

                    (iii) as may  otherwise  be  provided  in  subparagraph  (c)
below.

               (2) the balance of the Violations  Fund shall be the property of,
and shall be paid to Seller,  when Seller  shall be entitled to receive a refund
thereof pursuant to the provisions of Paragraph 7(c) hereof, or as may otherwise
be provided in subparagraph (c) below,

          (b) Except in connection with the closing hereunder as provided below,
to  obtain a  payment  from the Fund as  provided  above,  a party  ("Requesting
Party") shall deliver or mail to Escrow Agent at Two Park Avenue,  New York, New

                                      -19-

<PAGE>

York  10016,  Attention:  Dennis W. Russo,  Esq.,  and to the other party at the
address set forth above, a notice that Requesting Party is entitled to a payment
out of the Fund as provided above.

          If Escrow  Agent does not receive a notice from the other party within
fifteen (15) days of the mailing or delivery, as the case may be, of such notice
from Requesting  Party, then Escrow Agent shall pay over the balance of the Fund
to Requesting Party. If, within fifteen (15) days after the mailing or delivery,
as the case may be, of such notice, Escrow Agent shall have received a statement
from the other party that Requesting  Party is not entitled  thereto pursuant to
the provisions  hereof,  and directing Escrow Agent not to deliver to Requesting
Party the  balance of the Fund,  then  Escrow  Agent  shall,  at its sole option
either:

                    (i) deliver to the court the balance of the Fund , or

                    (ii)  retain  the  balance  of  the  Fund  until  one of the
following shall have occurred:

                         (A) The other  party  shall have  failed to commence an
action in a court of competent  jurisdiction against Requesting Party to resolve
why  Requesting  Party  shall not be  entitled to the payment of the Fund within
thirty (30) days after  delivery or mailing,  as the case may be, of  Requesting
Party's  notice,  by serving a summons and  complaint on Requesting  Party,  and
delivering to Escrow Agent a copy thereof, together with an affidavit of service
within such thirty- (30) day period, in which event,  Escrow Agent shall, except
to the extent provided below, pay over the Fund to Requesting Party;

                         (B) There shall have been  served upon Escrow  Agent an
order or judgment  duly  entered in a court of  competent  jurisdiction  setting
forth the  manner in which  the Fund is to be paid out and  delivered,  in which
event,  Escrow Agent shall,  except to the extent  provided  below,  deliver the
balance of the Fund as set forth in such order or judgment; or

                         (C) The parties shall have  delivered to Escrow Agent a
statement  executed by both of the parties setting forth the manner in which the
Fund is to be paid out and delivered, in which event, Escrow Agent shall, except
to the extent  provided  below,  deliver the balance of the Fund as set forth in
such statement.

               Upon closing hereunder, Escrow Agent shall pay over to Seller the
balance of the Escrow Fund.

                                      -20-

<PAGE>


          (c) Escrow Agent shall not be liable to either  Seller or Purchaser in
connection  with its  performance as Escrow Agent  hereunder  other than for its
willful  misconduct.  Purchaser  and Seller shall  indemnify  and hold  harmless
Escrow Agent from any and all claims,  liabilities,  damages, costs and expenses
(including, but not limited to, reasonable attorneys' fees) arising out of or in
connection with the Escrow Fund (including,  without limitation,  the collection
of any amounts due or payable to Escrow Agent),  and any actions of Escrow Agent
in connection therewith, other than Escrow Agent's willful misconduct.

          (d) Upon  delivery  of the  balance of the Escrow  Fund as provided in
subparagraphs  (b)  and  (c)  above,  Escrow  Agent  shall  be  relieved  of all
liability,  responsibility,  or obligation with respect to or arising out of the
Escrow Fund.  Upon delivery of the balance of the Violations Fund as provided in
subparagraphs  (b)  and  (c)  above,  Escrow  Agent  shall  be  relieved  of all
liability,  responsibility  or obligation  with respect to or arising out of the
Violations Fund.

          (e) Escrow Agent shall be entitled to rely upon the truth and accuracy
of any statement from Purchaser or Seller without any independent  investigation
or verification by Escrow Agent.

          (f) Escrow  Agent shall be entitled to retain  attorneys of its choice
in connection with the Escrow Fund, and to charge the fees and any disbursements
of any such  attorneys and any amounts due Escrow Agent under  subparagraph  (d)
above against the Fund, and,  notwithstanding anything to the contrary contained
herein,  any such  amounts  shall be paid by Escrow Agent out of the Fund before
any other  payments  shall be  required to be made from the Fund.  Escrow  Agent
shall be entitled to rely on advice of its attorneys, and Escrow Agent shall not
be liable to either Purchaser or Seller for any action taken in reliance on such
advice.

          (g) Escrow Agent may represent Seller in any dispute or action related
hereto, including any litigation arising hereof.

     12.  Condition of Property.  Purchaser  has  inspected  the Property and is
thoroughly acquainted with the physical condition thereof.  Seller has not made,
does  not  make,  and  is  unwilling  to  make,  any  representations  as to the
condition,  income,  expenses,  leases,  tenants,  use, operation,  or any other
matter or thing  affecting or relating to the Property or title thereto,  or the
transactions contemplated hereby, except as may otherwise expressly be set forth
herein.  Purchaser hereby expressly  acknowledges and represents that, except as
may otherwise expressly be set forth herein, no such  representations  have been
made.

          Without  limiting the generality of the  foregoing,  but except as may
otherwise  be  specifically  provided  herein,  Purchaser  has not relied on any
representations  or warranties,  and Seller has not made any  representations or

                                      -21-

<PAGE>

warranties,  in either case express or implied,  as to (i) the current or future
real estate tax liability,  assessment,  or valuation of the Property;  (ii) the
potential  qualification  of the Property for any and all benefits  conferred by
federal, state or municipal laws, whether for subsidies, special real estate tax
treatment,  insurance,  mortgages,  or any other  benefits,  whether  similar of
dissimilar to those  enumerated;  (iii) the  compliance of the Property,  in its
current or any future state, with applicable zoning ordinances,  and the ability
to obtain a variance in respect to any non-compliance,  if any, with said zoning
ordinances; (iv) the availability of any financing for the purchase, alteration,
rehabilitation, or operation of the Property from any source, including, but not
limited to, the state, city, or federal government, or any institutional lender;
(v) the current or future use of the  Property,  including,  but not limited to,
the use of the  Property  for  commercial  purposes;  (vi) the current or future
condition  and  operating  state of any and all  machinery  or  equipment on the
Property,  or any other  improvements  to the Property or their  suitability for
rehabilitation  or  renovation;  (vii) the state of title to the  Property;  and
(viii) the presence or absence of  violations  of law or  municipal  ordinances,
orders or requirements.

          Purchaser  agrees  to  take  title  to the  Land,  including,  without
limitation,  the Building and any other improvements to the Land, "as is" and in
its present condition,  subject to reasonable wear and tear, casualty (except to
the extent provided in Paragraph 10 hereof), and natural  deterioration  between
the date hereof and the Closing Date, and subject to any changes (i) required to
be made by law, or  pursuant  to any of the  Leases;  (ii) made by Seller in the
ordinary  course of operation of the Property  consistent  with  Seller's  prior
practices;  or (iii) which do not materially  and adversely  affect the value of
the  Property.  Between  the date  hereof and the  Closing  Date,  Seller  shall
continue to operate the  Property in a manner  consistent  with  Seller's  prior
practices.

          Without limiting the foregoing provisions of this Paragraph, Purchaser
represents that Purchaser is not relying upon  information not embodied  herein,
including,  without  limitation,  any  statement or  representation,  express or
implied, warranties,  guarantees,  promises, "set-ups," or other information not
embodied herein, made by Seller, or by any real estate broker, agent,  employee,
servant,  or other person  representing,  or purporting to represent Seller. The
representations and obligations of Seller contained herein shall survive for one
(1) year after the delivery of the deed  hereunder,  except to the extent that a
longer period is expressly provided herein.

          Seller  represents  and warrants that neither the Property nor Seller,
nor, to the best of Seller's knowledge,  any previous owner of the Property,  is
in violation of or subject to any existing, pending, or threatened investigation
or inquiry by any governmental  authority or any remedial  obligations under any
applicable laws, rules, or regulations  pertaining to health or the environment,

                                      -22-

<PAGE>

including,   without  limitation,  the  Comprehensive   Environmental  Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"),  and the Resource
Conservation and Recovery Act of 1976, as amended  ("RCRA"),  and Seller further
represents and warrants that there are no facts,  conditions,  or  circumstances
known to Seller which could result in any such  investigation or inquiry if such
facts,  conditions,  and  circumstances,  if any,  were fully  disclosed  to the
applicable  governmental  authority.  Seller represents and warrants that it has
not obtained and it is not  required to obtain,  by reason of any  environmental
laws, rules, or regulations, any permits, licenses, or similar authorizations to
construct,  occupy,  operate, or use any buildings,  improvements,  fixtures, or
equipment in  connection  with the Property  constructed  or to be  constructed.
Seller  represents and warrants that it has no knowledge of any oil,  toxic,  or
hazardous  substances or solid wastes having been disposed of or released on the
Property, or any asbestos within the improvements, except as set forth herein.

     13. Default by Purchaser; Liquidated Damages.

          (a) If  Purchaser  defaults  in any of its  obligations  to close  the
transactions contemplated hereunder, or if Purchaser shall:

               (1)  apply  for or  consent  to the  appointment  of a  receiver,
trustee,  or liquidator for it or them or for any of its or their property,  or,
if such receiver,  liquidator, or trustee shall be appointed by order of a court
of competent jurisdiction, and shall not have been discharged within thirty (30)
days;
                                    
               (2) admit in writing an inability to pay its, his, or their debts
as they mature;

               (3) make a general assignment for the benefit of creditors;

               (4) be adjudicated a bankrupt or insolvent, or, if a petition for
reorganization is granted; or

               (5)  file a  voluntary  petition  seeking  reorganization,  or an
arrangement with creditors, or take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution, or liquidation law or statute, or
file an answer  admitting the material  allegations  of a petition filed against
Purchaser in any  proceedings  under any such law,  or, if any such  petition is
consented to or is not  dismissed,  canceled,  or terminated  within thirty (30)
days,  then,  in any of the events  described  above,  Seller  may  cancel  this
Agreement,  and shall  have the rights  set forth in  subparagraphs  (b) and (c)
below.

                                      -23-

<PAGE>


          (b) If this Agreement  shall be terminated or canceled,  and Purchaser
is in default in its obligations pursuant to Paragraph 4(b) hereunder other than
as a result of any action or omission of Seller that is not in  compliance  with
this Agreement, the damages of Seller, while substantial,  would be difficult or
impossible to determine with mathematical  precision.  A default by Purchaser in
its obligations  pursuant to Paragraph 4(b) other than as a result of any action
or omission of Seller that is not in compliance  with this Agreement is referred
to herein as a "Purchaser  Closing Default." In the event of a Purchaser Closing
Default,  Seller shall be entitled to, as liquidated  damages,  any payments due
from Purchaser upon the execution hereof, and any other payments made hereunder,
together with any income earned  thereon.  The parties agree that the provisions
of this  Paragraph  represent  an agreed  measure of  damages  and are not to be
deemed a forfeiture or penalty.

          (c) If Seller  cancels this  Agreement  pursuant to  subparagraph  (a)
above,  and  Purchaser  has not  committed a  Purchaser  Closing  Default,  then
Purchaser shall be entitled to receive a refund of all sums  theretofore paid on
account of the purchase price.  Upon such  cancellation,  except as set forth in
the preceding  sentence,  neither party shall have any further  liability to the
other party.

          (d) Without  limiting the provisions of subparagraph (a) above, if any
check  delivered  to or on behalf of Seller,  including,  but not limited to, on
account of the down payment,  or any other portion of the purchase price,  shall
be  dishonored  for any reason  whatsoever  and shall not be replaced with valid
funds within four (4) business days after notice  thereof,  it shall be deemed a
material default by Purchaser  hereunder,  and Seller may, in that event, cancel
this Agreement and,  notwithstanding  such cancellation,  be entitled to recover
the amount of said check in addition to any other sums Seller may be entitled to
hereunder.

          (e) If at any time a check  or other  instrument  for the  payment  of
money or on behalf of Seller  delivered by Purchaser  pursuant to the provisions
hereof is dishonored for any reason  whatsoever,  and shall not be replaced with
valid funds within four (4) business days after notice thereof, without limiting
the foregoing provisions of this Paragraph, Purchaser shall reimburse Seller for
the  costs  (including,  but not  limited  to,  reasonable  attorneys'  fees) of
collection of any check or other instrument. The provisions of this subparagraph
shall survive the delivery of the deed hereunder.

     14. Purchaser's Right of Adjournment. Purchaser shall have a one time right
to adjourn the closing to a date which is not more than nineteen (19) days after
the date of closing  set forth in  Paragraph  3 hereof by giving  Seller  notice
thereof at least  fifteen  (15) days  prior to the date of closing  set forth in
such Paragraph 3, provided that time shall be of the essence  against  Purchaser
with respect to such Adjourned  Date,  and,  provided,  further,  that Purchaser
delivers to Escrow Agent with such adjournment  notice $100,000  representing an

                                      -24-

<PAGE>

additional  deposit on account of the purchase  price  hereunder.  Except as set
forth in this Paragraph, Purchaser shall have no right to adjourn the closing.

     15.  Tax  Certiorari.  If there be any tax  certiorari  proceedings  or tax
protest proceedings pending with respect to the Property,  then, after deducting
the cost of such proceedings,  including attorneys' fees, all benefits obtained,
including,  without limitation, any tax refunds attributable to (a) any tax year
ended  prior to the Closing  Date shall be the  property of and shall be paid to
Seller,  (b) any tax year  commencing  after the Closing Date may be retained by
Purchaser,  and (c) the tax year in which the Closing  Date occurs  shall be the
property of and shall be paid to Seller, subject to apportionment between Seller
and Purchaser as of the Closing Date.

          Seller  reserves the right to prosecute any such  proceedings  for the
tax year in which  the  Closing  Date  occurs,  and any  preceding  tax years by
attorneys  selected by Seller,  and to settle any such  proceedings  without the
consent of Purchaser.  If requested by Seller,  Purchaser  shall join as a party
plaintiff  in any such  proceedings,  and both  Seller  and  Purchaser  shall be
represented by Seller's  attorneys in such proceedings.  Purchaser shall deliver
to Seller, upon demand,  receipted tax bills and canceled checks used in payment
of such taxes, and shall execute any and all consents or other documents, and do
any act or thing necessary for the collection of such refund by Seller.

          If  Purchaser  receives any benefits to which Seller shall be entitled
under this Paragraph,  Purchaser shall hold the same in trust for the benefit of
Seller, and promptly remit the same to Seller.

          The  provisions  of this  Paragraph  shall survive the delivery of the
deed hereunder.

     16. Assignment by Purchaser.  The rights of Purchaser hereunder may only be
assigned by Purchaser to a wholly owned  subsidiary of Purchaser  subject to the
following:
                    
          (a) the assignee,  executing and  delivering to Seller within five (5)
days after the making of such  assignment,  an assumption  of this  Agreement in
form and substance reasonably satisfactory to Seller; and

          (b) Purchaser  executing  and  delivering to Seller a guarantee of the
assignee's  obligations  hereunder,  and  any  instruments  or  agreements  made
pursuant to the  provisions  hereof,  on or before,  or in  connection  with the
closing hereunder, in form and substance satisfactory to Seller.

                                      -25-

<PAGE>


          (c)  Notwithstanding  any such consent or assignment,  Purchaser shall
not be released from any liability hereunder.

     17. Notices.  Any notice or communication which may be given or is required
to be given  pursuant  to the terms  hereof  shall be in  writing,  and shall be
personally  delivered or mailed by certified or registered mail,  return receipt
requested, to the other party at such party's address set forth above, or at the
following  facsimile numbers:  (914) 381-9622 for Seller, and (303) 421-3410 for
Purchaser, and, in the case of Seller, with a copy to:
                         

                           Herrick, Feinstein LLP
                           Two Park Avenue
                           New York, New York 10016
                           Attention: Dennis W. Russo, Esq.
                           Facsimile No: (212) 889-7577

and, in the case of Purchaser, with a copy to:

                           Bearman Talesnick & Clowdus P.C.
                           1200 Seventeenth Street, Suite 2600
                           Denver, Colorado  80202
                           Attention: Alan L. Talesnick, Esq.
                           Facsimile No. (303) 572-6511

          A notice or communication  which is mailed shall be deemed to be given
three (3)  business  days after the date of mailing.  A notice or  communication
which is personally delivered,  including delivery by facsimile, shall be deemed
to be given on the first business day after the date of delivery.

          Any party may  designate  a  different  address for the purpose of the
service of notices  hereunder by giving notice  thereof in  accordance  with the
provisions of this Paragraph.

          Attorneys  for a party shall be  authorized  to give (but not receive)
notices on behalf of such party.  Written adjournments and/or extensions in time
signed by an attorney for a party shall be binding upon that party.

     18. Further Assurances. Purchaser, upon request of Seller, and Seller, upon
request of  Purchaser,  each from time to time, on or before the Closing Date or
at any time  thereafter,  shall do such  things  and  execute  and  deliver  any
instruments,  agreements  or other  documents  requested  by the other which are
necessary or convenient in order to evidence or confirm any of the agreements of
the parties hereunder, or to effectuate any of the provisions hereof, including,

                                      -26-

<PAGE>

without limitation, executing and delivering at the closing hereunder a separate
agreement of indemnity confirming the indemnity provisions hereof.

     19.  Vendee's  Lien.  All sums paid on account  hereof,  and the reasonable
expenses  of  examination  of title to the  Property  and of the  survey  of the
Property,  if any,  paid by Purchaser in connection  therewith,  are hereby made
liens  on the  Property,  to the  extent,  if  any,  Purchaser  is  entitled  to
reimbursement  thereof from Seller in accordance with the provisions hereof, but
such liens shall not continue after a Purchaser Closing Default.
                    

     20. Title to Personal Property.

          (a) All fixtures and other  property  attached or  appurtenant  to the
Property which are owned by Seller are included in this sale, subject,  however,
to any title matters.  Without  limiting the  generality of the foregoing,  such
fixtures and other property include the central  installations for the plumbing,
heating, and electrical systems attached to the Property. Purchaser acknowledges
and  agrees  that  other  than  expressly  provided  herein,   Seller  makes  no
representation  in connection with such fixtures and other property,  and Seller
expressly  disclaims any implied  warranties of merchantability or fitness for a
particular purpose.

          (b)  Although  no part of the  purchase  price has been  allocated  to
personalty,  and,  therefore,  it is not anticipated that any sales or use taxes
shall be due and payable, Purchaser agrees to indemnify and hold Seller harmless
from and against any and all claims,  liabilities,  damages, costs, and expenses
(including, without limitation, reasonable attorneys' fees) arising out of or in
connection  with any sales or use taxes  which may now or  hereafter  be imposed
upon Seller or the Property  with respect to the sale of personal  property,  if
any. The provisions of this subparagraph  shall survive the delivery of the deed
hereunder.

     21. Brokerage.  Purchaser and Seller each hereby represents for itself that
other than the  exceptions  set forth below,  no broker,  licensed or otherwise,
brought about this  transaction,  brought the Property to its attention,  or had
any communication  with it in regard to the same. There are no exceptions to the
foregoing  with  respect  to Seller,  and the only  exceptions  with  respect to
Purchaser are Grubb & Ellis,  Colorado  Bighorn  Corporation,  and N.E.  Cohen &
Associates  (collectively,  the "Brokers").  Purchaser is responsible for paying
fees of these Brokers. Each of Seller and Purchaser agrees (i) to give testimony
to such effect in any case, action, or proceeding  instituted by any real estate
broker,  and (ii) to indemnify and hold the other  harmless from and against any
and all claims,  liabilities,  damages, costs, and expenses (including,  without
limitation, reasonable attorneys' fees) arising out of or in connection with any
claim made by any person claiming any fee or commission through the indemnifying

                                      -27-

<PAGE>

party with respect to the sale of the Property. The provisions of this Paragraph
shall survive the delivery of the deed hereunder.

     22. Intentionally Omitted

     23. If Property Conveyed Subject to any Mortgages. If the Property is to be
conveyed subject to any mortgage, then the following shall apply:

          (a) At the closing hereunder, Purchaser shall pay to Seller the amount
of any escrow or other deposits that  originally were paid by or for the account
of Seller under any such  mortgages,  and,  upon payment,  thereof  Seller shall
assign such  deposits to  Purchaser.  The  foregoing  does not include  security
deposits  under the Leases or any other deposits or escrows paid by or on behalf
of third parties.

          (b) At Purchaser's sole option, it shall be a condition to Purchaser's
obligation to close  hereunder  that, as of the Closing Date, any such mortgages
shall not be in default as a result of the delivery of the deed  hereunder,  nor
shall Seller have  received any notice of default prior to the Closing Date from
the holder of any such mortgages which remain uncured as of the Closing Date.

          (c) If any  such  mortgage  and/or  the note or bond  secured  by such
mortgage  does not contain a clause  which  exculpates  Seller from any personal
liability thereunder,  and provides that the sole recourse of the holder thereof
shall be against the Property,  or, if there are any  guarantors or endorsers of
such mortgage and/or note or bond,  then at the closing,  Purchaser shall assume
such mortgage.

     Seller represents that such mortgage is assumable by Purchaser with only de
minimus  charges/reimbursements  due to the holder  thereof.  Any such  expenses
shall be split 50/50 between Seller and Purchaser.

     24. Intentionally Omitted.

     25. Miscellaneous.

          (a) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York.

          (b) Neither this  Agreement  nor any  provision  hereof may be waived,
amended, discharged, or terminated except by instrument in writing signed by the
party against which the  enforcement of such waiver,  amendment,  discharge,  or
termination  is  sought,  and  then,  only  to the  extent  set  forth  in  such
instrument.

                                      -28-

<PAGE>


          (c) It is understood and agreed that all understandings and agreements
heretofore  made between the parties  hereto are merged herein which alone fully
and completely express their agreement.

          (d) Whenever the context shall require, the singular shall include the
plural, the plural shall include the singular,  and words of any gender shall be
deemed to include words of any other gender.  As used herein,  "Purchaser" shall
mean each  individual or other entity signing this  Agreement both  individually
and  collectively.  If two or more  persons  or  entities  constitute  Purchaser
hereunder,  then they shall be jointly and severally  liable for the obligations
of Purchaser hereunder, and Seller and Escrow Agent may rely on, and all of such
persons shall be bound by, any writing executed by any one or more of them.

          (e) The terms "herein,"  "hereof" or "hereunder" or similar terms used
herein  refer to the entire  Agreement  and not to the  particular  provision in
which the term is used unless the context otherwise requires.

          (f) The captions herein are for convenience and reference only, and in
no way define, limit, or describe the scope of this Agreement,  or the intent of
any provision hereof.

          (g)  This  Agreement  shall  be  interpreted  without  the  aid of any
presumption  against the party drafting or causing the drafting of the provision
in question.

          (h) This  Agreement  shall be binding upon and inure to the benefit of
the parties hereto, their successors, and their permitted assigns.

          (i) This Agreement shall not be binding upon Seller until executed and
delivered by Seller.

          (j)  Purchaser  shall not record  this  Agreement  without the written
consent of Seller.

          (k) Any payments to be made by Purchaser  hereunder  to, on behalf of,
or at the  request  of,  Seller  or  Escrow  Agent  shall be made by  unendorsed
certified  check,  or bank check  endorsed by Purchaser,  subject to collection.
Notwithstanding  the  foregoing,  any  payment  made on account of the  purchase
price, except for the payment made upon execution hereof,  shall be made by wire
transfer of federal funds to Seller to a bank account  designated by Seller. Any
payment  made by wire  transfer  shall not be  deemed  to have  been made  until
confirmed as received by Seller's bank and credited to Seller's account.

                                      -29-

<PAGE>


          (l) If there be any reference herein to Purchaser's lender,  then, any
such  reference  herein,  shall not in any  manner  imply  that  financing  is a
condition to Purchaser's obligations hereunder.

          (m) Whenever  herein  Purchaser is entitled to receive a refund of all
sums  theretofore  paid on  account of the  purchase  price,  Seller  shall also
reimburse  Purchaser  for the net cost of  examination  of title to the Property
(but not in excess of the Title  Company's  charges for examining  title without
issuance of a title policy), if any, paid by Purchaser,  and the reasonable cost
of a visual  inspection of survey of the Property,  if any, paid by Purchaser in
connection therewith.

          (n) Purchaser  represents  that Purchaser has full power and authority
to enter into this Agreement,  and to consummate the  transactions  contemplated
hereby,  and neither the  entering  into  hereof,  nor the  consummation  of the
transactions  contemplated  thereby,  will  constitute  a violation or breach by
Purchaser of any agreement or other instrument to which Purchaser is a party, or
to which it is  subject,  or by  which  any of its  assets  or  property  may be
affected or any judgment,  order, writ, injunction,  or decree issued against or
imposed  upon it or will result in a violation  of any  applicable  law,  order,
rule, or regulation of any governmental authority.

          (o) In the event any action is  commenced  by either party with regard
hereto,  the party  which  prevails  on the merits in any such  action  shall be
entitled  to  receive  reasonable  attorneys'  fees  and  expenses  incurred  in
connection with the


               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

                                      -30-





<PAGE>



action from the opposing party.  This remedy is without prejudice to any and all
of  Purchaser's  and Seller's  other  rights  hereunder,  at law, in equity,  or
otherwise.

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


                               Seller:   FIVE N-B PROPERTIES, L.P.

                                   By:    Three Darts Corp., general partner


                                   By:    /s/ Gerald L. Antell
                                          --------------------------------------
                                          Name:      Gerald L. Antell
                                          Title:     Partner


                            Purchaser:    AMERIVEST BUILDINGS TEXAS INC.


                                   By:     /s/ James F. Etter
                                           -------------------------------------
                                           Name:      James F. Etter
                                           Title:     President



                             Purchaser represents that its tax identification
                            number is _________________________ .


Executed  solely  for the  purpose  of  accepting  the  Escrow  on the terms and
conditions set forth in Paragraph 11 hereof.

                                         Chicago Title Insurance Company


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




                                      -31-