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                                                                   EXHIBIT 10.66

                       CONTRACT FOR PURCHASE AND SALE OF
                             COMMERCIAL REAL ESTATE


         THIS CONTRACT FOR PURCHASE AND SALE OF COMMERCIAL REAL ESTATE
(hereinafter referred to as the "Contract") is made and entered into as of the
Effective Date (as such term is hereinafter defined) by and between BRUNNER
COMPANIES INCOME PROPERTIES, L.P. I, A DELAWARE LIMITED PARTNERSHIP (hereinafter
referred to as the "Seller") and NTD REALTY INVESTMENTS, LLC, A LIMITED
LIABILITY COMPANY (hereinafter referred to as the "Purchaser").


                                  WITNESSETH:

         WHEREAS, Seller is the fee simple owner of certain improved commercial
real estate located in Greenville County, South Carolina, being known as White
Horse Plaza; and

         WHEREAS, Seller desires to see and Purchaser desires to purchase the
property hereafter described, at the price and on the terms and conditions set
forth herein.

         NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100
($10.00) DOLLARS, the mutual covenants, terms and conditions set forth herein,
and other good and valuable considerations in hand received by each party from
the other, the receipt, adequacy and sufficiency of which is hereby mutually
acknowledged, Seller and Purchaser hereby covenant and agree as follows:

1.       PROPERTY. Seller agrees to sell and Purchaser agrees to buy all of the
         following described property owned by Seller located in Greenville
         County, South Carolina described in subparagraphs (a) through (h) below
         (hereinafter collectively referred to as the "Property"):

         (a)      Real Property. All of Seller's rights, title and interest in
                  and to that certain tract of parcel of land more particularly
                  described on Exhibit "A" attached hereto and by this reference
                  made a part hereof (hereinafter referred to as "Land").

         (b)      Improvements. All of Seller's rights, title and interest in
                  and to improvements of any kind located on, over or beneath
                  the Land (hereinafter collectively referred to as the
                  "Improvements"), including, without limitation, buildings,
                  structures, parking areas and landscaping.

         (c)      Rights and Appurtenances. All and singular the rights and
                  appurtenances of Seller pertaining to the Land, including all
                  of Seller's right, title and interest in and to any

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                  easements, adjacent streets, alleys, rights-of-way, licenses,
                  and other rights, privileges and interests in any way
                  pertaining to, affecting or servicing all or any part of the
                  Land.

         (d)      Personal Property. All of Seller's rights, title and interest
                  in and to all property, tangible and intangible, not
                  constituting Land or Improvements, located on or used in
                  connection with the Land and Improvements, including but not
                  limited to furniture, fixtures, heating and ventilating
                  equipment, air conditioning equipment, trade fixtures,
                  computer equipment and computer software, tools and
                  maintenance equipment and supplies, shades, blinds and
                  carpeting (hereinafter referred to as the "Personalty").

         (e)      Intangible Property. The "Intangible Property", as referred
                  to herein, shall consist of (to the extent of assignable) all
                  designs, trade names, service marks, contract rights, trade
                  marks, logos, copyrights, all goodwill associated with the
                  ownership or operation of said property and other items of
                  intangible property including, without limitation the name
                  "White Horse Plaza".

         (f)      Building Plans. All maps, plans, surveys, drawings,
                  specifications, financial books and records, reports and
                  other documentation in Seller's possession and pertaining to
                  the Property (hereinafter collectively referred to as the
                  "Building Plans").

         (g)      Occupancy Agreements. All Leases (as said term is hereinafter
                  defined), licenses, and other agreements to occupy all or any
                  part of the Land and Improvements and other sums due or, to
                  become due after the Closing Date (as said term is
                  hereinafter defined) under each such lease, license and
                  agreement and all guarantees by third parties thereunder and
                  all lease security deposits. Seller represents and warrants
                  that a true, correct and complete listing of all the Leases,
                  licenses and other agreements that are in effect at the time
                  of this Contract are set forth on Exhibit "B" attached
                  hereto and made a part hereof.

         (h)      Permits. All licenses, permits, consents, authorizations,
                  certificates of occupancies, franchises and similar
                  documentation issued by federal, state, county or municipal
                  authority relating to the use, maintenance or operation of
                  the Property running to, or in favor of the Seller or the
                  Property.

(2)      PURCHASE PRICE.

         (a)      Purchase Price. The total purchase price for the Property is
                  THREE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100THS
                  ($3,250,000.00) DOLLARS (hereinafter referred to as the
                  "Purchase Price").


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         (b)      Terms of Payment. The Purchase Price shall be subject to
                  adjustments on the Closing Date for prorations, credits and
                  charges provided for in this Contract and shall be payable
                  in cash, certified funds or wire transfer at the Closing
                  (as said term is hereinafter defined).

3.       EARNEST MONEY.

         (a)      Within two (2) business days after receipt by Purchaser of a
                  fully executed copy of this Contract, Purchaser will deposit
                  the sum of FIFTY THOUSAND AND NO/100THS ($50,000.00) DOLLARS
                  with the law firm of Johnson, Smith, Hibbard & Wildman Law
                  Firm, L.L.P., whose address is 220 North Church Street,
                  Spartanburg, South Carolina 29304 (hereinafter referred to as
                  the "Escrow Agent") as earnest money (hereinafter referred to
                  as the "Earnest Money"). The Earnest Money shall be deposited
                  by the Escrow Agent into a non interest-bearing account. The
                  Earnest Money, together with all interest thereon, shall be
                  held by the Escrow Agent and shall be applied to the Purchase
                  Price at Closing or, in the event of a default under or
                  termination of this Contract, shall be disbursed as provided
                  herein.

         (b)      The Earnest Money shall be held by Escrow Agent in an escrow
                  account as described above and shall be disposed of and
                  distributed only in accordance with the terms and provisions
                  of this Contract. Escrow Agent shall have no duties or
                  responsibilities except for those expressly set forth herein.
                  Escrow Agent shall not be bound by any modification of this
                  Contract unless the same is in writing and signed by Purchaser
                  and Seller, and to the extent Escrow Agent's duties hereunder
                  will in any way be affected by said modification, Escrow
                  Agent will be bound only if Escrow Agent shall have given its
                  prior written consent thereto. In performing its duties
                  hereunder, Escrow Agent shall not incur any liability to any
                  party for any damages, losses or expenses, except for its
                  gross negligence or willful misconduct. Accordingly, Escrow
                  Agent shall not incur any liability with respect to any action
                  taken or omitted in good faith reliance upon advice of its
                  legal counsel or in reliance upon any instrument, including
                  any written notice or instruction provided by either of the
                  parties to this Contract, not only as to its due execution
                  and the validity and effectiveness of its provisions, but
                  also as to the truth and accuracy of any information contained
                  therein, that Escrow Agent shall in good faith believe to be
                  genuine, to have been signed or presented by a proper
                  person and to conform to the provisions of this Contract.
                  Seller and Purchaser hereby agree to indemnify and hold Escrow
                  Agent harmless from and against any and all losses, claims,
                  damages, liabilities and expenses, including reasonable cost
                  of investigation and reasonable attorney's fees and
                  disbursements that may be imposed upon or incurred by Escrow
                  Agent in connection with the acceptance or performance of its
                  duties hereunder, including without limitation, any
                  litigation arising out of this Contract. In the event that
                  Escrow Agent shall be uncertain as to the Escrow Agent's
                  duties or rights hereunder, or shall receive instructions


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                  from Purchaser and Seller, which, in the Escrow Agent's
                  opinion, are in conflict with one another or with any of the
                  provisions hereof, the Escrow Agent shall be entitled to
                  continue to hold the Earnest Money until the Escrow Agent
                  receives written notice from Seller and Purchaser directing
                  the disbursement of said Earnest Money, in which case Escrow
                  Agent shall disburse said Earnest Money in accordance with
                  said direction; or the Escrow Agent shall deposit the
                  Earnest Money with an appropriate court and commence an
                  action for interpleader, the costs thereof to be borne by
                  whichever of Seller or Purchaser is the losing party in any
                  such action; or, in the event litigation is commenced between
                  Seller and Purchaser, Escrow Agent deposit the Earnest Money
                  with the clerk of the court in which said litigation is
                  pending. Escrow Agent's only rights and obligations hereunder
                  shall be its rights and obligations with respect to the
                  holding, disbursement and payment of the Earnest Money as set
                  forth in this Contract.

4.       CLOSING. The sale of the Property shall be closed (the "Closing") in
         the offices of H. Dennis Panter & Associates, Attorneys at Law, 1827
         Powers Ferry Road, Building 10, Suite 200, Atlanta, Georgia 30339 at a
         time mutually agreed upon in writing by Purchaser and Seller at least
         five (5) days before such closing date (hereinafter referred to as the
         "Closing Date"); provided, however, that the Closing shall take place
         no later than the tenth (10th) day following the expiration of the
         Inspection Period (as said term is hereinafter defined), unless
         Purchaser and Seller mutually agree in writing to an extension of the
         Closing Date. In the event Purchaser and Seller do not agree as to the
         time of Closing, the Closing shall occur at 10:00 a.m. at the offices
         of H. Dennis Panter & Associates at the address set forth above on the
         tenth (10th) day following the expiration of the Inspection Period.
         However, Purchaser and Seller may conduct the Closing by delivering
         all required documents and funds to the Escrow Agent via overnight
         delivery or by other means without the necessity of the parties, or
         their representatives, being required to be present at such location
         for the Closing to occur.

5.       POSSESSION. Full and exclusive possession of the Property shall be
         delivered to Purchaser at Closing, free and clear of all liens,
         encumbrances, taxes and assessments and any other matters affecting
         title to the Property, except for the Permitted Exceptions (as such
         term is hereinafter defined) and rights of Tenants (as said term is
         hereinafter defined) under the Leases. The Property will be delivered
         in the same condition as it exists on the Effective Date, reasonable
         wear and tear excepted.

6.       EXAMINATION OF TITLE. Purchaser shall at Purchaser's expense obtain
         within twenty (20) days after the Effective Date, a current title
         commitment for title insurance (hereinafter referred to as the "Title
         Commitment") from a title insurance company satisfactory to the
         Purchaser. If the Title Commitment or Survey (as such term is
         hereinafter defined) contains or reflects any encumbrances, defects,
         liens, objections or encroachments which Purchaser does not waive
         (hereinafter referred to as the "Objections"), Purchaser shall submit
         to Seller within the twenty (20) day period following the Effective
         Date a written statement of such


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         Objections. Seller shall then have ten (10) days, or such longer period
         as Purchaser may approve, from the date of notification to cure or
         remove said Objections. If Seller elects not to or is unable to cure or
         remove such Objections, then Seller shall notify Purchaser of its
         election not, or inability, to cure or remove the Objections within
         said time period and Purchaser shall then have the right, upon written
         notice to Seller, either (a) to terminate this Contract or (b) to waive
         such Objections and complete the purchase of the Property in accordance
         with the terms and conditions hereof. In the event Seller does not
         provide Purchaser with notice of its election or ability, to cure or
         remove the Objections within said time period, Purchaser is deemed to
         be notified that Seller will not cure or remove the Objections. If
         Purchaser terminates this Contract in accordance with this paragraph,
         the Earnest Money shall be returned promptly to Purchaser and from and
         after such termination, neither party shall have further rights,
         duties, or obligations hereunder. All matters set forth in the Title
         Commitment and Survey, approved by Purchaser in accordance herewith,
         and all Objections waived by Purchaser, shall constitute permitted
         exceptions (the "Permitted Exceptions") affecting the Property;
         provided, however, Seller shall have no obligation, except as otherwise
         set forth herein, to cure any matters of title listed on Schedule B,
         Part I of the Mortgagee's Policy of Title Insurance issued by First
         American Title Insurance Company, being Policy No. FA-MM-6392, which
         reflects an effective date of June 1, 1998. From and after the date of
         the Title Commitment until the Closing Date, Purchaser may from time to
         time make further examination of the title to the Property and update
         the Survey and Purchaser may thereafter object to any matter of title
         or Survey first appearing after the date of the Title Commitment.
         Seller shall have until the Closing Date to cure or remove such
         Objections. If Seller is unable or refuses to remove or cure such
         additional Objections within the time period above, then Purchaser
         shall be entitled to exercise its rights enumerated in this paragraph
         above.

7.       SURVEY. Within five (5) business days after the Effective Date, Seller
         shall deliver to the Purchaser a copy of any as-built plat of survey of
         the Land in the Seller's possession. During the Inspection Period,
         Purchaser may, at its sole option and expense, secure a current
         as-built survey (the "Survey") of the Property dated after the
         Effective Date of this Contract prepared by a licensed professional
         engineer or surveyor selected by Purchaser (the "Surveyor"), in form
         sufficient to permit a title company to delete the standard survey
         exception on an Owner's Title Policy. The property description to be
         contained in the Deed (as such term is hereinafter defined) to be
         delivered by Seller to Purchaser shall follow the metes and bounds
         description of the Property reflected in the Survey provided the same
         conforms with the metes and bounds description of the Property. In the
         event there exists a discrepancy between the Survey and the legal
         description whereby the Seller acquired title to the Property, the
         description contained on the deed by Seller will be the metes and
         bounds description whereby Seller acquired title to the Property and
         Seller will execute a Quit-Claim Deed in favor of Purchaser as to the
         metes and bounds description reflected on the Survey. It is a condition
         of this transaction that the Survey will not disclose any deficiency in
         the size or dimensions of the Land or encroachments from within or
         without except as shown on the Title Commitment and as accepted and
         approved by Purchaser. If



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         Seller will not or does not cure any deficiencies and/or encroachments
         disclosed by the Survey, within the time periods set forth in Paragraph
         6 above, Purchaser may upon written notice to Seller terminate this
         Contract or waive such deficiencies and/or encroachments and in the
         event of such waiver the same shall constitute Permitted Exceptions. If
         and in the event of such waiver the same shall constitute Permitted
         Exceptions. If Purchaser shall fail to give any such notice, all such
         deficiencies and/or encroachments shall become "Permitted Exceptions"
         as described above. If Purchaser terminates this Contract in accordance
         with this paragraph, the Earnest Money shall be returned promptly to
         Purchaser and from and after such termination, neither party shall have
         any further rights, duties, or obligations hereunder.

8.       CONDITIONS PRECEDENT.  Purchaser's obligations to close hereunder are
         specifically contingent upon the satisfaction or performance of the
         following:

         (a)      Seller obtaining an agreement with Wal-Mart Stores, Inc.
                  ("Wal-Mart") whereby Wal-Mart releases any and all leasehold
                  interest it has in and to the Property. The agreement with
                  Wal-Mart must also modify the restrictive covenants contained
                  in the lease in favor of Wal-Mart which restricted the
                  Property from certain specific uses until October 31, 2006,
                  which restricted uses included the prohibition of a discount
                  department store, a wholesale club, warehouse club, or
                  pharmacy/drug store on the Property. The agreement with
                  Wal-Mart may be modified to reflect that the restrictions to
                  remain imposed upon the Property will limit the Purchaser's
                  right to place upon the Property a large department store
                  containing 90,000 square feet or more.

         (b)      Seller obtaining an agreement with Winn Dixie Greenville, Inc.
                  ("Winn Dixie") whereby Winn Dixie releases any and all
                  leasehold interest it has in and to the Property. The
                  agreement with Winn Dixie must also terminate any restrictive
                  covenants imposed upon the Property in the lease in favor of
                  Winn Dixie.

         (c)      Purchaser obtaining, at Purchaser's expense, a written Phase I
                  Environmental Assessment ("Assessment") of the Property which
                  shall include a detailed physical inspection of the Property
                  and adjacent properties. The Assessment shall disclose any
                  site characteristics that indicate the possible or actual
                  presence of above or below grade site contamination of soils
                  or ground water, and an investigation of any chemical use,
                  storage, disposal or treatment on the Property. The Assessment
                  shall include a complete documentary review of the Property,
                  including, but not limited to, a 50-year chain of title, all
                  applicable permits, environmental spill or upset records and
                  filings from all state and local agencies, aerial photographs,
                  interviews, and any other reasonably obtainable federal, state
                  or local government records. The Assessment must show that the
                  Property is free and clear from any environmental
                  contamination and that no remediation work is required on the
                  Property.


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         (d)      Seller negotiating a settlement with New York Life Insurance
                  Company, the mortgage holder on the Property, to insure that
                  the Property is conveyed to the Purchaser free and clear of
                  the mortgage and other loan documents in favor of New York
                  Life Insurance Company.

                  If any of the foregoing conditions and contingencies have not
         been satisfied, performed, complied with, waived or otherwise modified
         herein as evidenced by written agreement between the Seller and
         Purchaser as of the expiration of the Inspection Period, then Seller
         shall give written notice to Purchaser and thereafter Purchaser shall
         have the right, at Purchaser's option, to waive same or terminate this
         Contract by written notice to the Seller and upon such notice of
         termination the Earnest Money shall be promptly returned to Purchaser
         and from and after such termination, neither party shall have any
         further rights, duties, obligations hereunder.

9.       ACCESS TO PROPERTY, DELIVERY OF DOCUMENTS AND INSPECTION PERIOD.

         (a)      Access.  From the Effective Date of this Contract to the
                  Closing Date, Purchaser and its representatives shall be
                  entitled to enter upon the Property to investigate all aspects
                  of the Property to determine the suitability of the Property
                  for Purchaser's intended use, subject to the rights of
                  Tenants, if any. All inspections and studies shall be at
                  Purchaser's sole expense.

         (b)      Documents to be Delivered by Seller.  Within two (2) business
                  days after the Effective Date of this Contract, Seller shall
                  deliver or make available for Purchaser's review at Seller's
                  sole expense, the following documents:

                  (i)      Leases and Property Contracts.  True and correct
                           copies of all Leases affecting the Property, together
                           with a current rent roll, and true and correct copies
                           of all Property Contracts (as such term is
                           hereinafter defined); and

                  (ii)     Documents.  To the extent currently in Seller's
                           possession and pertaining to the ownership or
                           operation of the Property, copies of all
                           architectural and engineering plans and
                           specifications; surveys; title insurance policies;
                           certificate(s) of occupancy; ad valorem tax receipts;
                           utility invoices; expense reports and monthly
                           operating reports for the Property for the past two
                           (2) years (all of such documents hereinafter
                           collectively referred to as the "Documents").

         (c)      Inspection Period.  Purchaser shall have twenty (20) days from
                  the Effective Date (the "Inspection Period") in which to
                  conduct any environmental study, inspections, soil tests and
                  other investigations of the Property, including, but not
                  limited to, the physical condition of any improvements and
                  mechanical and electrical systems, which Purchaser deems
                  prudent and to determine whether, in Purchaser's sole


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                  discretion, the Property is suitable for Purchaser's purposes
                  in all respects, including, but not limited to, the matters
                  specified in paragraphs 6 and 7 above. Purchaser shall be
                  responsible for the payment of any inspection fees, appraisal
                  fees, engineering fees or other expenses of any kind incurred
                  by Purchaser during its inspection or investigation of the
                  Property. All inspections and investigations performed by the
                  Purchaser, or Purchaser's agents, employees, contractors or
                  representatives shall be done in a reasonable manner so as to
                  not to interfere with the current occupancy and use of the
                  Property by Seller and/or its Tenants. During this Inspection
                  Period, Purchaser is granted permission by the Seller to
                  obtain a lease verification from the Tenants on the Property
                  to determine the status of the existing Leases (as said term
                  is hereinafter defined). In the event Purchaser determines the
                  Property is not suitable for Purchaser's intended use because
                  of (i) a title defect which Seller has not or will not cure,
                  (ii) environmental contamination on the Property or (iii)
                  Seller's inability to obtain agreements to terminate the Winn
                  Dixie or Wal-Mart leases (the "Contingencies"), Purchaser
                  may, at its option, terminate this Contract by written notice
                  to seller on or before the end of the Inspection Period, and
                  upon such termination by the Purchaser, the Escrow Agent shall
                  promptly return the Earnest Money to Purchaser without further
                  authorization or direction from any person. From and after
                  such termination and disbursement, neither party shall have
                  any further rights, duties or obligations hereunder. In the
                  event Purchaser fails to terminate this Contract because one
                  of the Contingencies has not been met but fails to close
                  within the time allowed in this Contract, then the Escrow
                  Agent shall forward the Earnest Money to Seller, and Seller
                  may commence and maintain an action for specific performance.

         (d)      AS-IS CONDITION. Except otherwise expressly provided for in
                  this Contract, seller makes no representations or warranties,
                  express or implied, concerning any matters involving the
                  Property. Purchaser acknowledges and agrees that Purchaser is
                  purchasing the Property "as-is", "where-is" and "with all
                  faults" and further acknowledges and agrees that Seller
                  hereby expressly disclaims any and all implied warranties
                  concerning the condition of the Property and any portion
                  thereof, including, but not limited to, the implied warranties
                  of habitability, merchantibility or fitness for a particular
                  purpose.

10.       DOCUMENTS TO BE DELIVERED AT CLOSING. The following documents shall be
          executed and delivered by the designated parties at Closing
          (hereinafter referred to as the "Closing Documents"):

         (a)      DEED. A fully executed and acknowledged Limited Warranty Deed
                  in recordable form executed by Seller (hereinafter referred to
                  as the "Deed"), conveying insurable fee simple title to the
                  Property to Purchaser free and clear of any and all liens,
                  encumbrances, conditions, easements, servitudes, assessments,
                  reservations, and


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                  restrictions except for the Permitted Exceptions and rights
                  of Tenants under the Leases.

         (b)      Quit-Claim Deed. Pursuant to the provisions of Paragraph 7
                  hereof, if necessary or required, a Quit-Claim Deed shall be
                  executed by Seller to Purchaser conveying any and all
                  interest it may have in and to the property set forth on the
                  Survey.

         (c)      Organizational Documents. Purchaser may obtain certificates
                  of existence or incumbency and certificates of good standing
                  and authorization to conduct business for Seller's business
                  entity in South Carolina or such other documentation for
                  Seller's business entity from the various states as Purchaser
                  desires. Seller agrees to execute a reasonable resolution
                  authorizing the sale hereunder.

         (d)      Bill of Sale. A bill of sale executed by Seller to Purchaser
                  conveying all of seller's rights, title and interest, if any,
                  in and to the Personalty.

         (e)      Assignment of Leases. An Assignment and Assumption of Leases
                  and Security Deposits between the parties whereby Seller
                  transfers and assigns to Purchaser all of Seller's rights,
                  title and interest in and to any and all Leases, licenses,
                  occupancy agreements, or other agreements demising space in,
                  or otherwise similarly affecting or relating to, the
                  Improvements or Land (hereinafter collectively referred to as
                  the "Leases") and all of Seller's rights, title and interest
                  in and to the security deposits (hereinafter referred to as
                  the "Security Deposits") paid by tenants (hereinafter
                  referred to individually as "Tenant" and collectively as
                  "Tenants") under the Leases, and whereby Purchaser
                  specifically assumes Seller's obligations under the Leases,
                  except for any leasing commissions due, or to become due, for
                  any period from and after the date of the Closing
                  (hereinafter referred to as "Leasing Commissions"). Seller
                  represents and warrants that there are no leasing commissions
                  due for the Property. Seller shall deliver all original
                  Leases in Seller's possession to Purchaser at closing.
                  Purchaser and Seller shall also execute and deliver a written
                  notice to Tenants regarding Purchaser's purchase of Property.
                  Seller shall use reasonable efforts to obtain a Lease
                  Estoppel Certificate executed by each Tenant under the Leases
                  clearly identifying that there exist no defaults on behalf of
                  the Landlord or Lessor under said Leases and that the Leases
                  are valid and remain in full force and effect and to the
                  extent said certificates are obtained, Seller shall deliver
                  the Lease Estoppel Certificates to Purchaser and Purchaser's
                  lender, if any, at Closing.

         (f)      Non-Foreign Affidavit. A certificate executed by Seller with
                  respect to Seller's non-foreign status sufficient to comply
                  with the requirements of Section 1445 of the Internal Revenue
                  Code of 1986, as amended, commonly known as the Foreign
                  Investment in Real Property Tax Act of 1990, and all
                  regulations applicable thereto.

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         (g)      Assignment of Warranties, Contracts, Property Contracts,
                  Licenses and Permits. To the extent they are assignable and
                  relate to the Property, Assignments from Seller to Purchaser
                  of all of Seller's rights, title and interest in and to any
                  and all (i) assignable contracts or agreements, including but
                  not limited to supply, maintenance, service, landscape, pest
                  control, cable television, waste disposal, or utility
                  contracts and agreements (hereinafter referred to as
                  "Property Contracts"), (ii) licenses, permits, or similar
                  documents, (iii) telephone exchanges and other identifying
                  material, and (iv) plans, drawings, specifications, surveys,
                  engineering reports, and other technical descriptions in
                  Seller's possession. Purchaser specifically assumes Seller's
                  obligations under those Property Contracts which Purchaser
                  specifically elects in writing to continue. Seller shall
                  deliver the original Property Contracts and any warranties,
                  licenses and permits in Seller's possession to Purchaser at
                  Closing. Any utility agreements in Seller's name not
                  transferred to Purchaser shall be terminated by Seller as of
                  Closing.

         (h)      Records, Keys. Seller shall deliver originals (or if
                  originals are not available, then true and legible copies) of
                  all records relating to the operation of the Property then in
                  Seller's possession, and all keys to the Property.

         (i)      Other Documents. Such other documents, affidavits and
                  instruments as may be reasonably required to effect or
                  complete the transaction contemplated by this Contract.

         (j)      Title Affidavit. An Affidavit from Seller in such form as may
                  be reasonably required by a title company to insure over and
                  delete the standard exceptions so as to provide the Purchaser
                  a policy with extended coverage.

         (k)      Owner's Title Policy. At the Purchaser's sole cost and
                  expense, Purchaser shall obtain an owner's title insurance
                  policy issued by a title company satisfactory of Purchaser in
                  favor of Purchaser in the amount of the Purchase Price. The
                  owner's title policy shall insure fee simple title to the
                  Property in Purchaser, subject only to the Permitted
                  Exceptions.

         (l)      Management Agreements. Termination by Seller of all
                  management agreements and similar contracts on the Property.

         (m)      Affidavit. Execution by Seller of the required State of
                  South Carolina Affidavit regarding the sale or conveyance of
                  real property.

         (n)      Termination. Termination of all Property Contracts not
                  accepted by Purchaser.


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         (o)      Broker's Lien Waiver. A Broker's Lien Waiver signed by any
                  entity entitled to a commission in connection with the sale of
                  the Property from the Seller to the Purchaser.

11.      SELLER'S WARRANTIES.  Seller makes the following representations,
         warranties and covenants, as of the Effective Date of this Contract,
         which representations, warranties and covenants shall not survive the
         Closing.

         (a)      If Seller is a corporation, partnership or other entity,
                  Seller is duly organized and validly existing under the laws
                  of the State of its organization and is duly authorized to do
                  business in the State of South Carolina, has all requisite
                  power and authority to enter into this Contract and to perform
                  its obligations thereunder, and the Seller warrants that it
                  has all requisite authority to do so.

         (b)      From the Effective Date to the Closing Date, Seller agrees to
                  continue to operate the Property in substantially the same
                  manner in which it has operated the Property during its
                  ownership and the Seller will provide notice to the Purchaser
                  of any new Leases it intends to enter into the Property, and
                  provide the Purchaser with the right to reasonably approve or
                  reject any such new Lease.

         (c)      Seller is not aware of any actions, suits, judgments, summons
                  or proceedings, pending or threatened, related to or arising
                  out of any actual or alleged violation or breach of any code,
                  law, rule, requirement or regulation of any entity or
                  authority having jurisdiction over the Property, and there
                  are no such actions against Seller which do or may affect
                  Seller's title to the Property or the Property in any way,
                  and to Seller's knowledge, the operation thereof does not
                  violate any code, law, rule, requirement or regulation of any
                  entity or authority having such jurisdiction.

         (d)      To the best Seller's knowledge, without investigation or
                  inquiry, Seller has not, subsequent to its acquisition of the
                  Property, used or caused or allowed to be used any "Hazardous
                  Material" (as hereinafter defined) on, from, or affecting the
                  Property in any manner which violates Federal, State or Local
                  laws, ordinances, rules, regulations, or policies governing
                  the use, storage, treatment, transportation, manufacturing,
                  refinement, handling, production or disposal of Hazardous
                  Materials, and, to the best of Seller's knowledge, no prior
                  owner of the Land, or any other Tenant, Subtenant, prior
                  Tenant or Prior Subtenant has used Hazardous Material on,
                  from, or affecting the Land in any manner which violates
                  Federal, State or Local laws, ordinances, rules, regulations,
                  or policies governing the use, storage, treatment,
                  transportation, manufacturing, refinement, handling,
                  production or disposal of Hazardous Materials. As used herein
                  the term "Hazardous Materials" shall mean any flammable
                  explosives, radioactive materials, hazardous wastes
                  (including without limitation, asbestos and
                  asbestos-containing materials), hazardous or toxic
                  substances or related material defined in Comprehensive


                                       11





<PAGE>


                  Environmental Response Compensation, and Liability Act of
                  1980, as amended (42 U.S.C. Sections 9601, et seq.), the
                  Resource Conservation and Recovery Act of 1976, as amended (42
                  U.S.C. Sections 6901, et seq.), and in the regulations adopted
                  and publications promulgated pursuant thereto, or any other
                  Federal, State, or Local environmental laws, ordinances,
                  rules, or regulations.

         (e)      That except for that certain condemnation of a strip of land
                  along White Horse Road (for which a price has been agreed and
                  which price will be retained by Seller and will not be
                  included within the legal descriptions of the Property
                  conveyed to Purchaser), no notice has been received by Seller,
                  nor any agent or employee of Seller that the Property or any
                  portion thereof is or will be subject to or affected by any
                  special taxes, levies or assessments, eminent domain,
                  condemnation or similar proceedings other than those set forth
                  as a Permitted Exceptions.

         (f)      To the best of Seller's knowledge, the execution and delivery
                  of this Contract and the consummation of this transaction
                  shall not constitute a violation, breach or default by Seller
                  of any term or provision of any other instrument of which
                  Seller is a party or to which Seller may be subject.

         (g)      All bills for labor, services, materials and utilities and all
                  trade accounts which are in any way connected with or arise
                  from the operation of the Property, or any portion thereof,
                  and which were incurred by and are the sole responsibility of
                  Seller, are current.

         (h)      The are no outstanding options or contracts between Seller
                  and any other person or entity for the sale or purchase of all
                  or any portion of the Property.

         (i)      There are no leasehold or other possessory interests of
                  persons or entities in the Property other than as set forth in
                  the Leases.

         (j)      The Contract constitutes the valid and binding obligation of
                  Seller and is fully enforceable against Seller in accordance
                  with the terms hereof, subject to all rules of law and
                  principles of equity generally applicable to the
                  enforceability of legal obligations, including without
                  limitation, bankruptcy, reorganization and other debtor relief
                  laws.

         (k)      To the best of Seller's knowledge without investigation or
                  inquiry, there are no underground or aboveground storage tanks
                  on or under the Land.

         (l)      No federal, state or local taxing authority has asserted any
                  tax deficiency, lien or assessment against the Property or
                  Seller other than the lien for unpaid taxes for the current
                  year, which has not been paid, or will be paid at Closing, and
                  Seller is not challenging any such deficiency, lien or
                  assessment.

                                       12
<PAGE>
         (m)      That there has not been any work performed or material
                  supplied to the Property at Seller's request or contract
                  entered into for work to be performed or material to be
                  supplied to the Property at Seller's request prior to the date
                  hereof which has not been, or at the Closing Date will not be,
                  fully paid for, except for work performed or material supplied
                  to the Property prior to the Closing Date in the ordinary
                  course of Seller's business, the costs and expenses which work
                  and materials shall remain Seller's obligation.

         (n)      Seller does not know of any structural defects to the
                  Improvements located on the Property.

12.      SELLER'S COVENANTS. Seller covenants and agrees with Purchaser that
         after the date hereof through the Closing Date, Seller shall:

         (a)      Refrain from transferring any of the Property or creating any
                  easements, liens, mortgages, encumbrances on or other
                  interests or permitting any change to the zoning
                  classification of the Property which will not be removed prior
                  to Closing;

         (b)      Refrain from entering into or amending any Property Contracts
                  or other agreements regarding the Property (other than
                  contracts in the ordinary and usual course of business and
                  which are cancelable by the Seller without penalty within
                  thirty (30) days after giving notice thereof);

         (c)      Continue to meet its contractual obligations and keep in full
                  force and effect existing fire, casualty, liability and
                  extended coverage insurance for the Property;

         (d)      Promptly furnish Purchaser with copies of all notices actually
                  received by Seller of violation by Seller or the Property, of
                  federal, state, city, or municipal laws, ordinances,
                  regulations, orders, or requirements of departments of housing
                  buildings, fire, labor, health, or other federal, state, city,
                  or municipal departments or other governmental authorities
                  having jurisdiction against or affecting Property or the use
                  or operation against or affecting Property or the use or
                  operation thereof and comply with the same as directed by
                  Purchaser;

         (e)      Continue to operate, maintain, repair and replace the Property
                  in accordance with its customary practices;

         (f)      Refrain from removing fixtures, furnishings, equipment or
                  other items from the Property except to replace any such items
                  with an item which is newer and in better condition than the
                  existing item;


                                       13
<PAGE>
         (g)      Fully comply with the terms of the leases, if any, and refrain
                  from (i) amending any Leases, (ii) canceling any Leases,
                  except for the Winn Dixie Lease and Wal-Mart Lease, or (iii)
                  entering into any new Leases without the prior written
                  approval of Purchaser, which approval shall not be
                  unreasonably withheld, delayed or conditioned;

         (h)      Take all actions as are deemed necessary by Seller to cause
                  the representations and warranties made by Seller herein to be
                  true, correct and complete during the term of this Contract
                  and notify Purchaser promptly of any actual or threatened
                  occurrence which would cause any such representation or
                  warranty to cease to be true, correct or complete in any
                  material respect.

13.      PURCHASER'S WARRANTIES. Purchaser makes the following representations,
         warranties and covenants, as of the Effective Date of this Contract,
         which representations, warranties and covenants shall be reaffirmed as
         of the Closing Date but which warranties shall not survive the Closing:

         (a)      If Purchaser is a corporation, partnership or other entity,
                  Purchaser is duly organized and validly existing under the
                  laws of the State of its organization and is duly authorized
                  to do business in the State of South Carolina, has all
                  requisite power and authority to enter into this Contract and
                  to perform its obligations thereunder, and the Purchaser
                  warrants that it has all requisite authority to do so.

         (b)      This Contract constitutes the valid and binding obligation of
                  Purchaser and is fully enforceable against Purchaser in
                  accordance with the terms hereof, subject to all rules of law
                  and principles of equity generally applicable to the
                  enforceability of legal obligations, including without
                  limitation, bankruptcy, reorganization and other debtor relief
                  laws.

14.      DAMAGE, DESTRUCTION OR CONDEMNATION. If prior to the Closing Date (a)
         any material portion of the Property is damaged or destroyed by fire,
         the elements or by any other casualty, or (b) any material portion of
         the Improvements is taken or threatened by eminent domain, Purchaser
         may, by written notice to Seller within ten (10) days after Purchaser
         shall have received notice of the occurrence of such damage, the taking
         or threatened taking, elect to:

         (a)      terminate this Contract, in which event the Escrow Agent will
                  return the Earnest Money to Purchaser, and thereafter all
                  parties shall be relieved and released of and from any further
                  liability hereunder; or

         (b)      proceed to Closing, without reduction of the Purchase Price,
                  and Seller shall assign to Purchaser all of Seller's rights,
                  title and interest in and to any insurance proceeds and/or
                  awards that may be made for such damage or taking, and Seller
                  shall have no


                                       14
<PAGE>
                  liability to Purchaser with respect to such damage or taking.
                  For purposes of this paragraph 14, the damage to or taking of
                  the Property shall be deemed "material" if it affects five
                  percent (5%) or more of the area of the Property or the
                  Seller's estimated cost to repair exceeds $50,000.00;
                  provided, however, in the event the damage or destruction is
                  not material or Purchaser elects not to terminate the
                  Contract, the Purchase Price shall be reduced by an amount
                  equal to any deductible to which Seller will be subject as a
                  result of such damage or destruction.

15.      PRORATION. All normal and customarily pro ratable items, including
         without limitation, real estate and personal property taxes for the
         year 2001, operating expenses, special assessments, utility bills
         (normally billed to Seller, not to Tenants), rents, CAM charges and
         payments under Property Contracts which Purchaser elects to have
         assigned to it at Closing, shall be prorated as of 11:59 p.m. local
         time of the day prior to the Closing Date. Any and all deposits made by
         Seller or held by an utility company or other company providing similar
         services shall be returned to Seller. If the actual amounts to be
         prorated are not known as of the Closing Date, the prorations shall be
         made on the basis of the best evidence or estimates then available, and
         thereafter, when actual figures are received, a cash settlement will be
         made between Seller and Purchaser; provided, however, Seller shall
         procure final meter readings of utilities normally billed to Seller as
         of the day before Closing. Seller shall arrange and pay the final
         billings on utilities through the date preceding the Closing Date and
         the Purchaser shall be responsible for utilities used on or after the
         Closing Date. No prorations shall be made in relation to rents
         delinquent as of the Closing Date, but Purchaser shall make a good
         faith attempt (however Purchaser shall not be required to institute any
         suit) to collect the same for Seller's benefit after the Closing and
         such collections, if any, shall be remitted to Seller promptly upon
         receipt by Purchaser up to the amount of rentals due for the period to
         the Closing; provided, however, such collections shall be applied first
         to rentals due for the current rental periods subsequent to the date of
         Closing and then to delinquent rents.

16.      DEFAULT.

         (a)      If Purchaser terminates the Contract because of failure to
                  satisfy one of the Contingencies, then Purchaser's sole
                  remedy shall be the return of the Earnest Money. If Seller
                  fails or is unable to comply with the other terms of this
                  Contract, Purchaser may, at its sole and exclusive
                  discretion, either terminate this Contract and receive a full
                  refund of the Earnest Money, enforce specific performance of
                  this Contract the Purchaser, if it is the prevailing party,
                  shall be entitled to recover its reasonable attorney's fees.

         (b)      If Purchaser fails or is unable to comply with its
                  obligations under this Contract, and Seller is not in default
                  hereunder, Seller shall have as its remedies the right to
                  terminate this Contract and receive the Earnest Money, or to
                  commence and


                                       15
<PAGE>
                  maintain an action for specific performance. Purchaser and
                  Seller acknowledge and agree that Seller's actual damages in
                  such event is uncertain and difficult to calculate and that
                  the Earnest Money constitutes a reasonable liquidation of the
                  minimum amount of damages Seller would suffer upon Purchaser's
                  breach of this Contract. In the event of lawsuit by Seller to
                  seek specific performance of this Contract, the Seller, if it
                  is the prevailing party, shall be entitled to recover its
                  reasonable attorneys' fees.

17.      REAL ESTATE COMMISSION.  Seller agrees that upon the consummation of
         the Closing contemplated herein, it shall be responsible for payment of
         commissions to (i) NEW MARKET REALTY, INC. in the amount equal to Four
         (4%) percent of the Purchase Price, and (ii) HULL STOREY RETAIL GROUP,
         LCC in an amount to equal to Two (2%) percent of the Purchase Price.
         Seller agrees to pay these commissions at Closing, and not otherwise.
         Except as set forth herein, Purchaser and Seller hereby represent and
         warrant each to the other that they have not employed any broker or
         finder in connection with the transaction contemplated by this
         Contract, and each party shall indemnify and hold the other harmless
         from and against any claims, costs, fees, expenses and liabilities in
         connection with claims to fees, commissions or other compensation by
         any broker or finder allegedly employed by such party. New Market
         Realty, Inc. has acted as agent for the Purchaser, and Hull Storey
         Retail Group, LLC has acted as agent for the Seller.

18.      EXPENSES.

         (a)      Purchaser's Expenses.  Purchaser shall pay all transfer and
                  conveyance taxes or document stamps on the Deed, all title
                  insurance premiums and title examination costs, recording
                  costs, intangible taxes or similar mortgage taxes due on any
                  security instruments executed by Purchaser, the cost of
                  performing the inspections provided for herein, and
                  Purchaser's attorney's fees.

         (b)      Seller's Expenses.  Seller shall pay the cost of recording of
                  releases or satisfactions of any existing liens or
                  encumbrances on the Property and of any other corrective
                  documents necessary to satisfy Objections to the title of the
                  Property, and Seller's attorney's fees.

19.      NOTICE.  Any notice to be given hereunder shall be given by placing the
         notice in the United States mail, certified or registered, properly
         stamped and addressed to the address shown below or such other address
         as the respective party may direct in writing to the other, or by
         personal or receipted delivery to such address, or by overnight
         delivery, or by fax or telecopy to such address, and such notice shall
         be deemed to be received upon delivery or refusal to accept delivery or
         upon such personal or receipted delivery or upon the date of confirmed
         transmission and receipt for fax or telecopy notices:

         SELLER:           Brunner Companies Income Properties, L.P. I
                           363 Wheeler Road
                           Augusta, Georgia 30309
                           Attn:    James M. Hull
                           Phone:   (706) 855-4040
                           Fax:     (706) 868-7457



                                       16
<PAGE>
         with a copy to:   Hull Storey Retail Group, LLC
                           3632 Wheeler Road
                           Augusta, Georgia 30309
                           Attn:    Wayne Grovenstein
                           Phone:   (706) 855-4045
                           Fax:     (706) 863-4933

         PURCHASER:        NTD Investment Realty, LLC
                           784 Buckskin Circle
                           Norcross, Georgia 30093
                           Attn:    Nga Tina Dang
                           Phone:   (678) 467-3218
                           Fax:     (770) 381-3827

         with a copy to:   H. Dennis Panter & Associates, LLC
                           1827 Powers Ferry Road
                           Building 10, Suite 200
                           Atlanta, Georgia 30339
                           Attn:    H. Dennis Panter
                           Phone:   (770) 951-5566
                           Fax:     (770) 951-5533

         BROKER:           New Market Realty, Inc.
                           3650 Ashford Dunwoody Road
                           Suite 9-C
                           Atlanta, Georgia 30319
                           Attn:    Victor J. Gibbons
                           Phone:   (770) 457-8727
                           Fax:     (770) 457-8727

         BROKER:           Hull Storey Retail Group, LLC
                           3632 Wheeler Road
                           Augusta, Georgia 30909
                           Attn:    James M. Hull
                           Phone:   (706) 855-4040
                           Fax:     (706) 863-4933


                                       17
<PAGE>
         Any party may change its address for notice by providing notice to the
         remaining parties in accordance with the terms and conditions set forth
         above.

20.      ENTIRE CONTRACT. This Contract contains all agreements between the
         parties hereto, and no agreement not contained herein shall be
         recognized by the parties or enforceable against either of them. This
         Contract may be modified only in a writing signed by Seller and
         Purchaser. The captions used in connection with the paragraphs of this
         Contract are for convenience only and shall not affect the meaning of
         the language contained herein.

21.      TIME IS OF THE ESSENCE OF THIS CONTRACT.

22.      PARTIAL INVALIDITY. If any terms, covenant or condition of this
         Contract or the application thereof to any person or circumstance shall
         be invalid or unenforceable, the application of such term or provisions
         to other persons or circumstances shall not be affected thereby, and
         each term shall be valid and enforceable to the fullest extent
         permitted by law.

23.      EFFECTIVE DATE. For purposes of this Contract, "Effective Date" shall
         mean the date when this Contract is last executed by either the Seller
         or Purchaser, and fully executed copies of the Contract are forwarded
         to the Seller or Purchaser, as applicable, including via facsimile. For
         purposes of determining the time for performance of any obligations
         hereunder, any such date falling on a Saturday, Sunday or legal holiday
         shall be deemed to be effective as of the next business day following
         such date.

24.      GOVERNING LAW. This Contract shall be governed by and construed in
         accordance with the laws of the State of Georgia.

25.      ASSIGNMENT. Purchaser shall have the right to assign or delegate its
         duties under this Contract to a partnership, limited partnership,
         limited liability company or corporate entity of which Nga Tina Dang is
         a partner, member or officer, as applicable. Notwithstanding such
         assignment, Purchaser shall remain liable for the fulfillment of
         Purchaser's obligations hereunder. Seller shall not assign, convey or
         otherwise hypothecate its interest in this Contract without the prior
         written consent of Purchaser.

26.      ACCEPTANCE. The execution of this Contract by Purchaser and delivery
         hereof to Seller shall constitute an offer which shall be automatically
         revoked, withdrawn and terminated unless Seller acknowledges its
         acceptance of such by executing four (4) counterparts of this Contract
         and returning two (2) fully executed counterparts of the Contract,
         including execution by the brokers identified herein, to the Purchaser
         prior to 5:00 p.m. eastern time on the 28th day of September, 2001.

27.      CONSTRUCTION. Should any provision of this Contract require judicial
         interpretation, it is agreed that the court interpreting or construing
         this Contract shall not construe it against one (1) party more strictly
         by reason of the rule of construction that a document is to be

                                       18
<PAGE>
         construed more strictly against the party who itself or through its
         agent prepared such document; it being agreed that all parties have
         participated in the preparation hereof, and that the parties had
         opportunity to consult with legal counsel prior to its execution
         hereof.

28.      COUNTERPARTS. This Contract may be executed in one or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

29.      BINDING EFFECT. The provisions of this Contract shall be binding upon
         and inure to the benefit of Purchaser and Seller and their respective
         heirs, representatives, successors and assigns.

30.      GENDER AND NUMBER. Within this Contract, words of either gender shall
         be held and construed to include other gender, words in the singular
         number shall be held and construed to include the plural, and words in
         the conjunctive shall be held and construed to include the disjunctive,
         unless the context requires otherwise.

31.      PARAGRAPH HEADINGS. The paragraph headings contained in this Contract
         are for convenience only and shall in no way enlarge or limit the scope
         or meaning of the paragraphs hereof.

32.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Notwithstanding any
         provision hereof to the contrary, the representations and warranties of
         Purchaser and Seller contained herein shall survive the Closing of the
         transaction contemplated hereunder but shall automatically expire on
         the date sixty days following the Date of Closing.

33.      PURCHASING ENTITY. Seller acknowledges that while the Purchaser is in
         the process of finalizing its organization entity, all documents
         evidencing such structure have not yet been contemplated.
         Notwithstanding the foregoing, Seller executes this Contract with the
         intent to be bound thereby evidencing the Purchaser's right to acquire
         the Property, or in the event the organization structure has not been
         completed at the time of Closing, Seller acknowledges that title to the
         Property may be acquired in the name of the principal of the Purchaser,
         to wit, Nga Tina Dang.


                                       19


<PAGE>

         IN WITNESS WHEREOF, the undersigned parties have executed this
Contract intending it to be an instrument under seal on the date set forth
under their respective signatures.

PURCHASER:                                    SELLER:


BRUNNER COMPANIES INCOME                      NTD REALTY INVESTMENTS, LLC, A
PROPERTIES, L.P.I, A DELAWARE                 LIMITED LIABILITY COMPANY IN
LIMITED PARTNERSHIP                           THE PROCESS OF BEING ORGANIZED
                                              UNDER THE LAWS OF THE STATE
                                              OF SOUTH CAROLINA

BY: BRUNNER MANAGEMENT, L.P.,                 BY: /s/ Nga Tina Dang
    A DELAWARE LIMITED                           -------------------------------
    PARTNERSHIP,                                 NGA TINA DANG
    ITS GENERAL PARTNER
                                                 ITS:
BY: BCIP I & III, LLC, A GEORGIA                     ---------------------------
    LIMITED LIABILITY COMPANY
    ITS GENERAL PARTNER                          DATE: September 27, 2001
                                                      --------------------------
BY: /s/ James M. Hull
   ------------------------------
   JAMES M. HULL

   ITS: MEMBER MANAGER

   DATE: September 24, 2001
        -------------------------



                                       20
<PAGE>

BROKERS:

NEW MARKET REALTY, INC.

BY: /s/
    ---------------------------------

         ITS: Broker
              ------------------


HULL STOREY RETAIL GROUP, LLC

BY: /s/ JAMES M. HULL
    ---------------------------------
    JAMES M. HULL

         ITS: MEMBER MANAGER


                                       21
<PAGE>


                                  EXHIBIT "A"


All that certain piece, parcel or tract of land, situate, lying and being in
the County of Greenville, State of South Carolina, containing 32.10 acres, more
or less, and being shown and designated on plat entitled White Horse Plaza
Shopping Center Stake-out Plan, dated February 28, 1986, revised July 8, 1986,
prepared by Gray Engineering Consultants and Lindsey & Associates, Inc.,
recorded in the RMC Office for Greenville County, S.C. in Plat Book 12-U, at
Page 96, and having, according to said plat, the following courses and
distances:

To find the true Point of Beginning, commence at the intersection of the
Southwest right-of-way of White Horse Road, being a 75 foot right-of-way, and
the Northwest right-of-way of Bramlett Road, being a 100 foot right-of-way;
thence N. 49-40 W. 375 feet along the Southwest right-of-way of White Horse Road
to an iron pin, being the Point of Beginning; thence S. 40-20 W. 205.0 feet to
an iron pin; thence turning and running, S. 49-06 E. 239.87 feet to an iron pin;
thence S. 30-30 E. 59.42 feet to an iron pin on the Northwestern side of
Bramlett Road; thence with the Northwestern side of Bramlett Road, the following
courses and distances; S. 59-30 W. 394.97 feet to an iron pin; thence S. 57-49
W. 115.01 feet to an iron pin; thence S. 54-25 W. 110 feet to an iron pin;
thence S. 51-50 W. 60.70 feet to an iron pin; thence S. 51-50 W. 50.70 feet to
an iron pin; thence S. 47-50 W. 93.60 feet to an iron pin; thence S. 45-46 W.
100.25 feet to an iron pin; thence S. 42-26 W. 99.83 feet to an iron pin; thence
S. 39-36 W. 100 feet to an iron pin; thence S. 40-52 W. 125.33 feet to an iron
pin; thence leaving said Bramlett Road, and running N. 61-29 W. 1,024.91 feet to
a stone; thence turning and running, N. 50-08 E. 1,264.87 feet to a sweetgum;
thence N. 49-41 E. 411.97 feet to an iron pin on the Southwestern side of White
Horse Road; thence with the Southwestern side of White Horse Road, S. 49-40 E.
663.06 feet to the Point of Beginning.
<PAGE>
                                  EXHIBIT "B"

                                     LEASES


(1)      Lease with Thuy Thi Ha under the trade name Nail City, dated March 1,
         1999

(2)      Lease with Ostrow Textile Co., Inc. under the trade name Plej's, dated
         June 3, 1993

(3)      Lease with Ultra JPM, Inc. under the trade name Ultra Tan, dated
         January 26, 1999

(4)      Lease with MultiTax Services, Inc. under the trade name Jackson Hewitt
         Tax Services, dated November 8, 2000

(5)      Lease with Tandy Corporation under the trade name Radio Shack, dated
         March 7, 1989