Agreement of Sale and Purchase (Evanston, IL) - Surgical Health Corp. and Crescent Capital Trust Inc.


                         AGREEMENT OF SALE AND PURCHASE

                                 BY AND BETWEEN

                          SURGICAL HEALTH CORPORATION,
                             a Delaware corporation
                                   ('SELLER')

                                      AND

                         CRESCENT CAPITAL TRUST, INC.,
                             a Maryland corporation
                                 ('PURCHASER')
                                  May 27, 1994



                                                          TABLE OF CONTENTS
                                                                                                                      
ARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
                 -----------                                                                                                  
                                                                                                                          
ARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                 --------------------------------------                                                                       
     2.1         AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     2.2         AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                                                                                                                          
                                                                                                                          
     2.3         AGREEMENT TO SUBLEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.1         PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.2         INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                                                                                                                          
ARTICLE IV       ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
                 --------------------------------------------                                                                 
     4.1         DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
     4.2         DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
                                                                                                                          
ARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
                 ----------------                                                                                             
     5.1         TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     5.2         REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     5.3         ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                                                                                                                          
ARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .    9
                 -----------------------------------------------------                                                        
     6.1         REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
     6.2         INDEMNITY OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     6.3         COVENANTS OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     6.4         REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . .   13
                                                                                                                          
ARTICLE VII      CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . .   14
                 ------------------------------------------------------                                                       
     7.1         CONDITIONS TO THE PURCHASER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     7.2         FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     7.3         CONDITIONS TO SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     7.4         FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
                                                                                                                          
ARTICLE VIII     PROVISIONS WITH RESPECT TO THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
                 --------------------------------------                                                                       
     8.1         SELLER'S CLOSING OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
     8.2         PURCHASER'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
     8.3         TITLE COMPANY'S CLOSING OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18



                                                                                                                      
ARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
                 -------------------                                                                                          
     9.1         ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
     9.2         CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
                                                                                                                              
ARTICLE X        DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
                 --------------------                                                                                         
     10.1        SELLER'S DEFAULT; PURCHASER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
     10.2        PURCHASER'S DEFAULT; SELLER'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
                                                                                                                              
ARTICLE XI       MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
                 -------------                                                                                                
     11.1        SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
     11.2        NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
     11.3        ENTIRE AGREEMENT; MODIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     11.4        APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     11.5        CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
     11.6        BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.7        EXTENSION OF DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.8        TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.9        WAIVER OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.10       OFFER AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.11       BROKERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.12       RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     11.13       NO ASSUMPTION OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
     11.14       COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22






                                      -ii-

                         AGREEMENT OF SALE AND PURCHASE

        THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made and
entered into by and between SURGICAL HEALTH CORPORATION, a Delaware corporation,
successor-in-interest to Healthcare Real Estate Holdings, Inc. (hereinafter
referred to as 'Seller'), and CAPSTONE CAPITAL TRUST, INC., a Maryland
corporation, and/or its assigns (hereinafter referred to as 'Purchaser'). 
Seller and Purchaser are sometimes collectively referred to herein as the
'Parties' and each of the Parties is sometimes singularly referred to herein as
a 'Party'.

        WHEREAS, Seller is the owner of the Property (as hereinafter defined),
consisting of certain real property and improvements thereon including an
ambulatory surgery center containing 5,100 square feet, more or less, as more
particularly described on Exhibit A attached hereto and made a part hereof for
all purposes by this reference; and

        WHEREAS, Seller desires to sell and Purchaser desires to purchase the
Property, and simultaneously therewith, to enter into a lease transaction
pursuant to which Purchaser shall lease to Seller, and Seller shall lease from
Purchaser, the Property.

        NOW, THEREFORE, in consideration of the sum of $10.00, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

        As used herein (including any Exhibits attached hereto), the following
terms shall have the meanings indicated:

        'Best of Seller's Knowledge' means the actual knowledge of the officers
of Seller, without any independent investigation or inquiry,.

        'Bill of Sale' means a bill or bills of sale in the form attached as
Exhibit B hereto, and sufficient to transfer to Purchaser all of the items set
forth therein.

        'Business Agreement' means any management agreement, service contract,
easement, covenant, restriction or other agreement relating to the operation or
maintenance of the Property.

        'Business Day(s)' means calendar days other than Saturdays, Sundays and
legal holidays.

        'Certificate of Non-Foreign Status' means a certificate dated as of the
Closing Date, addressed to Purchaser and duly executed by Seller, in the form of
Exhibit C attached hereto.

        'Claim' means any obligation, liability, lien, encumbrance, loss,
damage, cost, expense or claim, including, without limitation, any claim for
damage to property or injury to or death of any person or persons.

        'Closing' means the consummation of the sale and purchase provided for
herein, to be held at the offices of Sirote & Permutt, P.C., 2222 Arlington
Avenue South, Birmingham, Alabama or such other place as the Parties may
mutually agree.

        'Closing Certificate' means a certificate in the form of Exhibit D
wherein Seller shall represent that the representations and warranties of Seller
contained in this Agreement are true and correct as of the Closing Date as if
made on and as of the Closing Date, except with respect to those matters that
may be disclosed in writing to and accepted by Purchaser prior to the Closing
Date.

        'Closing Date' means the closing date contemplated by the Escrow
Agreement but no later than June 30, 1994 unless otherwise agreed upon by the
Parties.

        'Deed' means a special (limited) warranty deed substantially in the form
of Exhibit E attached hereto (as the same may be modified to comply with local
law and custom), executed by Seller, as grantor, in favor of Purchaser, as
grantee, conveying the Land and Improvements to Purchaser, subject only to the
Permitted Exceptions.

        'Disclosure Schedule' has the meaning set forth in Section 6.1(p).

        'Due Diligence Materials' means the information to be provided by Seller
to Purchaser pursuant to the provisions of Section 4.1 hereof.

        'Effective Date' means the later of the two dates on which this
Agreement is signed and all changes initialed by Seller and Purchaser, as
indicated by their signatures below; provided that in the event only one Party
dates its signature, then the date of its signature shall be the Effective Date.

        'Engineering Documents' means all site plans, surveys, soil and
substrata studies, architectural drawings, plans and specifications, engineering
plans and studies, floor plans, landscape plans, and other plans and studies
that relate to the Land, the Improvements or the Fixtures and are in Seller's
possession or control.

        'Escrow Agreement' has the meaning set forth in Section 8.1 hereof.

        'Exception Documents' means true, correct and legible copies of each
document listed as an exception to title on the Title Commitment.


                                       2

        'Fixtures' means all permanently affixed equipment, machinery, fixtures,
and other items of real and/or personal property, including all components
thereof, now and hereafter located in, on or used in connection with, and
permanently affixed to or incorporated into the Improvements, including, without
limitation, all furnaces, boilers, heaters, electrical equipment, heating,
plumbing, lighting, ventilating, refrigerating, incineration, air and water
pollution control, waste disposal, air-cooling and air-conditioning systems and
apparatus, sprinkler systems and fire and theft protection equipment, and
built-in vacuum, cable transmission, oxygen and similar systems, all of which,
to the greatest extent permitted by law, are hereby deemed by the Parties hereto
to constitute real estate, together with all replacements, modifications,
alterations and additions thereto, but specifically excluding any and all
equipment, personalty and trade fixtures (including medical equipment, whether
affixed or not) which is used by Sublessee in operating the ambulatory surgery
center located on the Property.

        'Hazardous Materials' means any substance, including without limitation,
asbestos or any substance containing asbestos and deemed hazardous under any
Hazardous Materials Law, the group of organic compounds known as polychlorinated
biphenyls, flammable explosives, radioactive materials, medical waste, chemicals
known to cause cancer or reproductive toxicity, pollutants, effluents,
contaminants, emissions or related materials and items included in the
definition of hazardous or toxic wastes, materials or substances under any
Hazardous Materials Law.

        'Hazardous Materials Law' means any law, regulation or ordinance
relating to environmental conditions, medical waste and industrial hygiene,
including, without limitation, the Resource Conservation and Recovery Act of
1976 ('RCRA'), the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ('CERCLA'), as amended by the Superfund Amendments and
Reauthorization Act of 1986 ('SARA'), the Hazardous Materials Transportation
Act, the Federal Water Pollution Control Act, the Clean Air Act, the Clean Water
Act, the Toxic Substances Control Act, the Safe Drinking Water Act, and all
similar federal, state and local environmental statutes, ordinances and the
regulations, orders, or decrees now or hereafter promulgated thereunder.

        'Independent Consideration' means the sum of $100.00.

        'Improvements' means all buildings, improvements, structures and
Fixtures now or on the Closing Date located on the Land, including, without
limitation, landscaping, parking lots and structures, roads, drainage and all
above ground and underground utility structures, equipment systems and other
so-called 'infrastructure' improvements, but specifically excluding any and all
equipment, personalty and trade fixtures (including


                                       3

medical equipment, whether affixed or not) which is used by Sublessee in
operating the ambulatory surgery center located on the Property.

        'Intangible Property' means all intangible property or any interest
therein now or on the Closing Date owned or held by Seller in connection with
the Land, the Improvements or the Fixtures, including all leases, contract
rights, agreements, trade names, water rights and reservations, zoning rights,
business licenses and warranties (including those relating to construction or
fabrication) related to the Land, the Improvements or the Fixtures, or any part
thereof, provided 'Intangible Property' shall not include the general corporate
trademarks, service marks, logos or insignia of Seller.

        'IPO' has the meaning set forth in Section 7.1(j) hereof.

        'Land' means the real property more particularly described on Exhibit A
attached hereto and made a part hereof, together with all covenants, licenses,
privileges and benefits thereto belonging, and any easements, rights-of-way,
rights of ingress or egress or other interests of Seller in, on, or to any land,
highway, street, road or avenue, open or proposed, in, on, across, in front of,
abutting or adjoining such real property including, without limitation, any
strips and gores adjacent to or lying between such real property and any
adjacent real property.

        'Laws' means all federal, state and local laws, moratoria, initiatives,
referenda, ordinances, rules, regulations, standards, orders and other
governmental requirements, including, without limitation, those relating to the
environment, health and safety, disabled or handicapped persons.

        'Lease' means a lease agreement in the form set forth on Exhibit G
attached hereto and made a part hereof, which shall be executed and delivered by
Seller and Purchaser at the Closing, and pursuant to the terms of which
Purchaser shall lease the Property to Seller following the Closing.

        'Lease Assignment' means an Assignment of Rents and Leases substantially
in the form attached hereto as Exhibit H, to be executed by Purchaser and Seller
at the Closing, pursuant to the terms of which Seller shall assign to Purchaser
all of its right, title and interest in and to the Sublease.

        'Party' or 'Parties' have the meanings set forth in the preamble to this
Agreement.

        'Permits' means all permits, licenses, approvals, entitlements,
notifications, determinations and other governmental and quasi-governmental
authorizations including, without limitation, certificates of occupancy or need,
required in connection with the


                                      4

ownership, planning, development, construction, use, operation or maintenance
of the Property by Seller. As used herein, 'quasi- governmental' shall include
the providers of all utilities services to the Property.

        'Permitted Exceptions' means those title exceptions or defects which are
approved in writing by Purchaser pursuant to Article V of this Agreement.

        'Property' means, collectively, the Land and all rights, titles, and
appurtenant interests, the Improvements, the Fixtures, the Intangible Property,
the Warranties, the Business Agreements and the Engineering Documents. As used
in the foregoing, 'appurtenant interests' shall mean those interests which pass
by operation of law with the conveyance of the fee simple estate in the Land and
Improvements.

        'Purchase Price' means an amount equal to $910,000.00.

        'Real Property' means the Land, the Improvements and the Fixtures.

        'Review Period' has the meaning set forth in Section 5.2.

        'Search Reports' means the initial reports of searches made of the
Uniform Commercial Code Records of the County in which the Property is located,
and of the office of the Secretary of State of the State in which the Property
is located, which searches shall reflect that none of the Property is encumbered
by liens, except any such liens that secure debts that will be paid in full by
Seller at or prior to Closing. The Search Reports shall be updated, at Seller's
expense, at or within one week prior to Closing.

        'Sublease' means a sublease agreement in the form attached hereto as
Exhibit I attached hereto and made a part hereof, which shall be executed and
delivered by Seller as sublessor and Sublessee at the Closing, and pursuant to
the terms of which Seller shall sublease the Property to Sublessee following the
Closing.

        'Sublessee' means North Shore Surgicenter, L.P., an affiliate of Seller.

        'Survey' means a current 'as-built' ALTA survey, certified to ALTA
requirements, which shall: (a) include a legal description of the Land by metes
and bounds (which shall include a reference to the recorded plat, if any), and a
computation of the area comprising the Land in both acre, gross square feet and
net square feet (to the nearest one-hundredth of said respective measurement);
(b) accurately (upon Seller's belief, without inquiry) show the location on the
Land of all improvements, building and set-back lines, fences, evidence of
abandoned fences, ponds, creeks, streams, rivers, officially designated 100-year
flood plains and flood prone areas, canals, ditches, easements, roads,
rights-of-way and encroachments; (c) be certified to the Purchaser, the Title
Company,


                                      5

and any third-party lender designated by Purchaser; (d) legibly identify any
and all recorded matters shown on the Title Commitment or on said survey by
appropriate volume and page recording references and the survey shall show the
location of all adjoining streets; and (e) be satisfactory to the Title Company
so as to permit it to amend the standard exception for area and boundaries in
the Title Policy.

        'Termination Date' means June 30, 1994.

        'Title Commitment' means a current commitment issued by the Title
Company to the Purchaser pursuant to the terms of which the Title Company shall
commit to issue the Title Policy to Purchaser in accordance with the provisions
of this Agreement, and reflecting all matters which would be listed as
exceptions to coverage on the Title Policy.

        'Title Company' means First American Title Insurance Company, whose
address is 6065 Roswell Road, N.E., Suite 120, Atlanta, Georgia 30328-4011,
Attention: Mr. Rob Reeder.

        'Title Policy' means an ALTA Extended Coverage Owner's Policy of Title
Insurance (1970 Form B - 1990 revision), together with such endorsements thereto
as are reasonably and customarily required by institutional purchasers of real
property similar to the Property, with liability in the amount of the Purchase
Price, dated as of the Closing Date, issued by the Title Company, insuring title
to the fee interest in the Real Property in Purchaser, subject only to the
Permitted Exceptions and to the standard printed exceptions included in the ALTA
standard form owner's extended coverage policy of title insurance, with the
following modifications: (a) the exception for areas and boundaries shall be
deleted; (b) the exception for ad valorem taxes shall reflect only taxes for the
current and subsequent years; (c) any exception as to parties in possession
shall be limited to the rights of Sublessee under the Sublease; (d) there shall
be no general exception for visible and apparent easements or roads and highways
or similar items (with any exception for visible and apparent easements or roads
and highways or similar items to be specifically referenced to and shown on the
Survey and also identified by applicable recording information, if any); and (d)
all other exceptions shall be modified or endorsed in a manner reasonably
acceptable to Purchaser.

        'Warranties' means all warranties, representations and guaranties with
respect to the Property, whether express or implied, which Seller now holds or
under which Seller is the beneficiary.


                                      6

                                   ARTICLE II
                     AGREEMENTS TO SELL, PURCHASE AND LEASE

        2.1      AGREEMENT TO SELL AND PURCHASE.  On the Closing Date and
subject to performance by the Parties of the terms and provisions of this
Agreement, Seller shall sell, convey, assign, transfer and deliver to Purchaser
and Purchaser shall purchase, acquire and accept from Seller, the Property, for
the Purchase Price and subject to the terms and conditions of this Agreement. To
the extent permitted or required by law, Seller shall assign to Purchaser all of
Seller's right, title and interest in and to the Permits.

        2.2      AGREEMENT TO LEASE.  On the Closing Date, and subject to
performance by the Parties of the terms and provisions of this Agreement,
Purchaser shall lease to Seller and Seller shall lease from Purchaser, the
Property at the rental and upon the terms and conditions set forth in the Lease.

        2.3      AGREEMENT TO SUBLEASE.  On the Closing Date, and subject to
performance by the Parties of the terms and provisions of this Agreement, Seller
shall sublease to Sublessee and Sublessee shall sublease from Seller, the
Property at the rental and upon the terms and conditions set forth in the
Sublease.

                                  ARTICLE III
                                 PURCHASE PRICE

        3.1      PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be paid by
Purchaser delivering to the Title Company at the Closing a wire transfer or
other immediately available funds payable to the order of the Title Company in
the amount of the Purchase Price, subject to adjustment as provided in Article
IX hereof.

        3.2      INDEPENDENT CONSIDERATION.  Within three Business Days
following the Effective Date, Purchaser shall deliver to the Seller, the
Independent Consideration, as independent consideration for the right granted by
Seller to Purchaser to examine the Due Diligence Materials and the Property
during the Review Period, and based upon such consideration and the mutual
covenants of Seller and Purchaser contained herein, Seller hereby agrees that
any such right granted Purchaser is irrevocable and Seller shall not terminate
this Agreement prior to the end of the Review Period without the prior written
consent of Purchaser, except as may be expressly provided for herein.


                                      7

                                   ARTICLE IV
                  ITEMS TO BE FURNISHED TO PURCHASER BY SELLER

        4.1      DUE DILIGENCE MATERIALS.  Within 15 days after the Effective
Date, Seller shall deliver to Purchaser or make available to Purchaser at the
Property for its review the following items:

        (a)      True, correct, complete and legible copies of all Business
Agreements, Warranties, Permits, and Engineering Documents which Seller has in
its possession;

        (b)      True, correct, complete and legible copies of the following
items:

                 (i)     tax statements or assessments for all real estate and 
        personal property taxes assessed against the Property for the current 
        and the prior two calendar years;

                 (ii)    all existing fire and extended coverage insurance 
        policies and any other insurance policies pertaining to the Property;

                 (iii)   all instruments evidencing, governing or securing the 
        payment of any loans secured by the Property or related thereto, except 
        with respect to any loans that will be paid in full at or prior to 
        Closing;

                 (iv)    all environmental studies or impact reports relating 
        to the Property and in possession or control of Seller, if any, and any 
        approvals, conditions, orders or declarations issued by any 
        governmental authority relating thereto (such studies and reports shall 
        include, but not be limited to, reports indicating whether the Property 
        is or has been contaminated by Hazardous Materials) and of which Seller
        is aware; and

                 (v)     all litigation files with respect to any pending 
        litigation and claim files for any claims made or threatened, the 
        outcome of which might have a material adverse effect on the Property 
        or the use and operation of the Property.

        4.2      DUE DILIGENCE REVIEW.  During the Review Period Purchaser shall
be entitled to review the Due Diligence Materials delivered or made available by
Seller to Purchaser pursuant to the provisions of Section 4.1 above.  If
Purchaser shall, for any reason in Purchaser's sole discretion, disapprove or be
dissatisfied with any aspect of such information, or the Property, then
Purchaser shall be entitled to terminate this Agreement by giving written notice
thereof to Seller on or before the expiration of the Review Period, whereupon
this Agreement shall automatically be rendered null and void, all moneys which
have been delivered by Purchaser to Seller or the Title Company (other than the


                                      8

Independent Consideration) shall be immediately returned to Purchaser and
thereafter neither Party shall have any further obligations or liabilities to
the other hereunder.  Alternatively, Purchaser may give written notice setting
forth any defect, deficiency or encumbrance and specify a time within which
Seller may in its sole discretion elect to (but shall have no obligation
whatsoever to do so) remedy or cure such matter (before or after the expiration
of the Review Period). If any defect, deficiency or encumbrance, so noticed, is
not satisfied or resolved to the satisfaction of Purchaser, in Purchaser's sole
discretion, within the time period specified in such written notice, this
Agreement shall automatically terminate as provided in this section.  If no
such notice is timely given, then Purchaser shall be deemed to have waived its
right to so terminate.  Also, Purchaser shall treat the Due Diligence Materials
as confidential and shall use them solely for the purpose of evaluating the
Property.  If this Agreement is terminated pursuant to the provisions of this
Section, Purchaser shall promptly redeliver to Seller all Due Diligence
Materials and shall not retain any copies, extracts or other reproductions in
whole or in part of the Due Diligence Materials and Purchaser shall also
reimburse Seller for one-half of the actual out-of-pocket costs and expenses
incurred by Seller to deliver the Due Diligence Materials and the items
required by Section 5.1 to Purchaser, including one-half of Seller's
reasonable, actual attorney's fees.  Purchaser shall reimburse Seller for the
required amount within ten business days following Seller's delivery to
Purchaser of an invoice for the costs incurred.

                                   ARTICLE V
                                TITLE AND SURVEY

        5.1      TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY. Within 15
days after the Effective Date, Seller shall deliver or cause to be delivered to
Purchaser, the Title Commitment, Exception Documents, Survey, and Search
Reports.

        5.2      REVIEW PERIOD.  Purchaser shall have the right to review the
Title Commitment, Exception Documents, Search Reports and Survey for a period of
45 days from the Effective Date of this Agreement ('Review Period'); provided,
however, that if Purchaser notifies Seller on or before the expiration of 15
days after the Effective Date that Seller has not delivered to Purchaser all of
the Due Diligence Materials or all of the items required by Section 5.1 and
shall specify which items are missing, the Review Period shall be extended on a
day-for-day basis until Seller delivers to Purchaser the specified, missing Due
Diligence Materials or the specified, missing items described in Section 5.1
above. In the event any matters appear therein that are unacceptable to
Purchaser, Purchaser shall, within the Review Period notify Seller in writing of
such fact. Upon the expiration of said Review Period, Purchaser shall be deemed
to have accepted all exceptions to title referenced in the Title Commitment and
all matters shown on the Survey except for matters which are the subject of a
notification made under the preceding sentence, and such accepted exceptions
shall be included in the term 'Permitted


                                      9

Exceptions' as used herein; provided that in no event shall any of the items
listed on Schedule B-1 or C of the Title Commitment constitute Permitted
Exceptions for purposes hereof.  In the event that Purchaser objects to any
such matters within the Review Period, Seller shall have 30 days from receipt
of such notice within which to in its sole discretion elect to (but shall have
no obligation whatsoever to do so) eliminate or modify any such unacceptable
exceptions or items. In the event that Seller is unable or unwilling to
eliminate or modify such unacceptable items to the satisfaction of Purchaser on
or before the expiration of said 30-day period, Purchaser may either (a) waive
such objections and accept title to the Property subject to such unacceptable
items (which items shall then be deemed to constitute part of the 'Permitted
Exceptions'), or (b) terminate this Agreement by written notice to Seller,
whereupon this Agreement shall automatically be rendered null and void, all
moneys which have been delivered by Purchaser to Seller or the Title Company
(other than the Independent Consideration) shall be immediately returned to
Purchaser, and thereafter neither Party shall have any further obligations or
liabilities to the other hereunder, except for Purchaser's obligation to pay
one-half of Seller's expenses as set forth in Section 4.2.

        5.3      ADDITIONAL EXCEPTIONS.  In the event that at any time the Title
Commitment, Exception Documents, Survey or Search Reports are modified in any
material respect that is adverse to Purchaser (other than the deletion or
elimination of any item as to which Purchaser has made an objection or any
addition or modification which is made at the request of Purchaser), Purchaser
shall have the right to review and approve or disapprove any such modification
and to terminate this Agreement in the event that Seller is unable or unwilling
to eliminate any such matters to the satisfaction of Purchaser in accordance
with the provisions of Section 5.2 above, except that Purchaser's Review Period
as to such additional items shall be for a period expiring on the date that is
the earlier to occur of (a) 15 days following the date of Purchaser's receipt of
such modification, and (b) the Closing Date, and all other time periods referred
to in Section 5.2 shall expire on the date that is the earlier of (i) the final
day of the specified time period as set forth therein, and (ii) the Closing
Date.

                                   ARTICLE VI
             REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

        6.1      REPRESENTATIONS AND WARRANTIES OF SELLER.  To induce Purchaser
to enter into this Agreement and to purchase the Property, Seller represents and
warrants to Purchaser, to the Best of Seller's Knowledge, as follows:

        (a)      Seller has and at the Closing Seller will convey, transfer and
assign to Purchaser, title to the Property, subject to the Permitted Exceptions.


                                      10

        (b)      Seller has duly and validly authorized and executed this
Agreement, and has right, title, power and authority to enter into this
Agreement and, at Closing, to consummate the actions provided for herein. The
execution by Seller of this Agreement and the consummation by Seller of the
transactions contemplated hereby do not, and at the Closing will not result in a
breach of any of the terms or provisions of, or constitute a default or a
condition which upon notice or lapse of time or both would ripen into a default
under any indenture, agreement, instrument or obligation to which Seller is a
party or by which the Property or any portion thereof is bound; and does not and
at the Closing will not, constitute a violation of any order, rule or regulation
applicable to Seller or any portion of the Property of any court or of any
federal or state or municipal regulatory body or administrative agency or other
governmental body having jurisdiction over Seller or any portion of the
Property.

        (c)      Without the benefit of any estoppel certificates from any third
parties, there are no adverse or other parties in possession of the Property or
of any part thereof except the Seller.  No party has been granted any license,
lease or other right relating to the use or possession of the Property by
Seller.

        (d)      No notice has been received by Seller and Seller is not aware
of any person having received notice from any insurance company that has issued
a policy with respect to any portion of the Property or from any board of fire
underwriters (or other body exercising similar functions), claiming any defects
or deficiencies or requiring the performance of any repairs, replacements,
alterations or other work.  No notice has been received by Seller from any
issuing insurance company that any of such policies will not be renewed, or will
be renewed only at a higher premium rate than is presently payable therefor,
except as disclosed to and accepted by Purchaser in writing.

        (e)      No pending condemnation, eminent domain, assessment or similar
proceeding or charge affecting the Property or any portion thereof exists.

        (f)      All of the Improvements (including all utilities) have been
substantially completed and installed and are being used in all material
respects in accordance with all applicable Laws, including the plans and
specifications approved by the governmental authorities having jurisdiction to
the extent applicable.  Permanent certificates of occupancy, all licenses,
permits, authorizations and approvals required by all governmental authorities
having jurisdiction, and the requisite certificates of the local board of fire
underwriters (or other body, exercising similar functions) have been issued for
the Improvements, all of the same will be in full force and effect. The
Improvements, as designed and constructed, comply with all statutes,
restrictions, regulations and ordinances applicable thereto.


                                      11


        (g)      The existing water, sewer, gas and electricity lines, storm
sewer and other utility systems on the Land are adequate to serve the utility
needs of the Property.  All of said utilities are installed and operating, all
installation and connection charges have been paid in full, and the right to the
return of any deposit or contribution in connection therewith shall inure to
Purchaser.

        (h)      There are no material structural defects in any of the
buildings or other Improvements constituting the Property.  The Improvements,
all heating, electrical, plumbing and drainage at, or servicing, the Property
and all facilities and equipment relating thereto are in good condition and
working order and adequate in quantity and quality for the normal operation of
the Property. No part of the Property has been destroyed or damaged by fire or
other casualty. There are no unsatisfied requests for repairs, restorations or
alterations with regard to the Property from any person, entity or authority,
lender, insurance provider or governmental authority.

        (i)      No work has been performed or is in progress at the Property,
and no materials will have been delivered to the Property that might reasonably
be expected to provide the basis for a mechanic's, materialmen's or other lien
against the Property or any portion thereof.

        (j)      There will exist no service contracts, management or other
agreements applicable to the Property other than the Business Agreements
furnished to Purchaser pursuant to Section 4.1.  There are no agreements or
understandings (whether oral or written) with respect to the Property or any
portion thereof, to which Seller is a party, other than those delivered to
Purchaser pursuant to Section 4.1

        (k)      No default or breach by Seller exists under any of the Business
Agreements, or any of the covenants, conditions, restrictions, rights-of-way or
easements affecting the Property or any portion thereof.

        (l)      There are no actions, suits or proceedings pending or
threatened against or affecting the Property or any portion thereof or relating
to or arising out of the ownership, or by any federal, state, county or
municipal department, commission, board, bureau or agency or other governmental
instrumentality, other than those disclosed to Purchaser pursuant to Section
4.1.  All judicial proceedings concerning the Property will be finally dismissed
and terminated prior to Closing.

        (m)      No fact or condition exists which would result in the
termination of the current access from the Property to any presently existing
public highways and/or roads adjoining or situated on the Property.


                                      12

        (n)      There are no attachments, executions, assignments for the
benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or
under any other debtor relief laws contemplated by or pending or, threatened
against Seller or the Property.

        (o)      Other than with respect to activities in connection with or
conditions arising strictly from customary and ordinary use, or maintenance of
the Property by Seller in full compliance with any or all Hazardous Materials
Law, and except as disclosed in any environmental studies or reports delivered
by Seller to Purchaser pursuant to Section 4.1 of this Agreement, Seller is
unaware of (i) any Hazardous Materials installed, used, generated, manufactured,
treated, handled, refined, produced, processed, stored or disposed of, or
otherwise on or under the Property; (ii) any activity being undertaken on the
Property which could cause (a) the Property to become a hazardous waste
treatment, storage or disposal facility within the meaning of, or otherwise
cause a violation of any Hazardous Materials Law, (b) a release or threatened
release of Hazardous Materials from the Property within the meaning of, or
otherwise cause a violation of any Hazardous Materials Law or (c) the discharge
of Hazardous Materials into any watercourse, body of surface or subsurface water
or wetland, or the discharge into the atmosphere of any Hazardous Materials
which would require a permit under any Hazardous Materials Law; (iii) any
activity undertaken with respect to the Property which would cause a violation
or support a claim under any Hazardous Materials Law; (iv) any investigation,
administrative order, litigation or settlement with respect to any Hazardous
Materials, being threatened or in existence with respect to the Property; (v)
any notice being served on Seller from any entity, governmental body or
individual claiming any violation of any Hazardous Materials Law, or demanding
payment or contribution for the environmental damage or injury to natural
resources.  Seller has not obtained and is not required to obtain, and Seller
has no knowledge of any reason Purchaser will be required to obtain, any
permits, licenses, or similar authorizations to occupy, operate or use the
Improvements or any part of the Property by reason of any Hazardous Materials
Law.

        (p)      The Purchase Price is being allocated to the Real Property and
the portion of the Property which is considered to be personal property as set
forth on Exhibit J attached hereto.

        (q)      All documents and information delivered by Seller to Purchaser
pursuant to the provisions of this Agreement are true, correct and complete as
of the date hereof and will be correct and complete as of the Closing Date,
except as set forth in this Agreement and in the disclosure schedule
accompanying this Agreement and initialled by the Parties (the 'Disclosure
Schedule').  The Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered paragraphs in this Section 6.1 and Section 6.3.
From time to time after the execution of this Agreement until the Closing,
Seller shall deliver to Purchaser one or more supplemental schedules setting
forth all changes in the schedules, and in previously delivered supplemental
schedules, if any, and in any of the


                                      13

representations and warranties made herein whether or not previously modified
by a schedule, arising out of matters discovered or occurring prior to the
Closing.  Purchaser and its counsel shall have 30 days to object in writing to
any material information in any supplemental schedule; failure by Purchaser to
notify Seller within such 30-day period of any objection to information
provided in the supplemental schedule prior to the Closing shall be deemed to
be approval thereof.

        6.2      INDEMNITY OF SELLER.  Subject to the provisions provided
hereafter limiting the liability of Seller, Seller hereby agrees to indemnify
and defend, at its sole cost and expense, and hold Purchaser, its successors and
assigns, harmless from and against and to reimburse Purchaser with respect to
any and all claims, demands, actions, causes of action, losses, damages,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees and court costs) of any and every kind or character, known or
unknown, fixed or contingent, asserted against or incurred by Purchaser at any
time and from time to time by reason of or arising out of the breach of any
representation or warranty of Seller set forth in Section 6.1 of this 
Agreement.  This obligation of indemnity shall remain in effect only for one 
year from the Closing Date; provided that such obligation shall be without 
limitation with respect to the violation on or before the Closing Date by 
Seller of any Hazardous Material Law.  The provisions of this Section 6.2 shall 
survive the Closing of the transaction contemplated by this Agreement for one 
year from the Closing Date for the benefit of Purchaser, its successors and 
assigns. However, notwithstanding any provision of this Agreement to the 
contrary, Purchaser may exercise any right or remedy Purchaser may have at law 
or in equity should Seller fail to meet, comply with or perform its indemnity 
obligations required by this Section 6.2.

        6.3      COVENANTS OF SELLER.  Seller covenants and agrees with
Purchaser, from the Effective Date until the Closing or earlier termination of
this Agreement:

        (a)      Upon reasonable notice as to time by Purchaser to Seller,
Purchaser shall be entitled to make all inspections or investigations desired by
Purchaser with respect to the Property or any portion thereof, and, subject to
any security requirements, shall have complete physical access to the Property,
which access by Purchaser shall not interfere with the Lessee's or Sublessee's
use and enjoyment of the Property. Seller shall have the right to have one or
more representatives present at any such inspection or investigation. Purchaser
agrees to (i) repair any damages to the Property resulting from its inspection,
(ii) prevent any liens from being filed against the Property resulting from such
inspections, and (iii) indemnify Seller from any and all Claims by Purchaser
arising out of such inspections.

        (b)      Seller shall cause to be maintained in full force fire and
extended coverage insurance upon the Property and public liability insurance
with respect to damage or injury


                                      14

to persons or property occurring on or relating to operation of the Property in
substantially the amounts as are maintained by Seller on the date of this
Agreement.

        (c)      Seller shall pay when due all bills and expenses of the
Property. Seller shall not voluntarily enter into or assume any new contracts or
obligations with regard to the Property which are in addition to or different
from those furnished and disclosed to Purchaser and reviewed and approved
pursuant to Section 4.1 other than any which may be terminated upon not more
than 30 days prior notice or any providing for a term of 12 months or less and
an annual payment of not more than $10,000.00.

        (d)      Seller shall not create or voluntarily permit to be created any
liens, easements or other encumbrances affecting any portion of the Property or
the uses thereof without the prior written consent of Purchaser.

        (e)      Seller will pay, as and when due, all interest and principal
and all other charges payable under any indebtedness secured by the Property of
Seller from the date hereof until Closing and will not knowingly suffer or
permit any material default or amend or modify the documents evidencing or
securing any such indebtedness of Seller to institutional lenders without the
prior consent of Purchaser.

        (f)      Seller will: (i) give to Purchaser, its attorneys, accountants
and other representatives, during normal business hours and as often as may be
requested, full access to the Property and to all books, records and files (but
excluding information which may be protected by the attorney-client privilege)
relating to the Property; (ii) furnish to Purchaser all information concerning
the Property which the Purchaser, its attorneys, accountants or other
representatives will reasonably request; and (iii) cooperate with Purchaser in
the conducting of such audit to the extent that it does not materially interfere
with Seller's business or require any substantial out-of-pocket expense and will
deliver to the accountants conducting such audit such information known to
Seller as may be reasonably required addressing, among other things, any
irregularities or undisclosed claims or liabilities that could have a material
effect on the results of the audit. Any information furnished to Purchaser
hereunder shall be subject to the confidentiality provisions contained in
Section 4.2.

        6.4      REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER. 
Purchaser represents and warrants to Seller that:

        (a)      Purchaser has duly and validly authorized and executed this
Agreement, and has full right, power and authority to enter into this Agreement
and to consummate the actions provided for herein, and the joinder of no person
or entity will be necessary to purchase the Property from Seller at Closing, and
to lease the Property to Seller following Closing.


                                      15

        (b)      The execution by Purchaser of this Agreement and the
consummation by Purchaser of the transactions contemplated herein do not, and at
the Closing will not, result in any breach of any of the terms or provisions of
or constitute a default or a condition which upon notice or lapse of time or
both would ripen into a default under any indenture, agreement, instrument or
obligation to which Purchaser is a party; and does not constitute a violation of
any order, rule or regulation applicable to Purchaser or any portion of the
Property of any court or of any federal or state or municipal regulatory body or
administrative agency or other governmental body having jurisdiction over
Purchaser.

        (c)      Purchaser shall have made its own investigation regarding the
physical condition of the Property and all other relevant matters concerning the
condition or status of the Property, including, without limitation, anticipated
future Property performance, revenues, profits and expenses and shall not rely
on any performance, revenue, profit or expense projections, forecasts or
predictions relating to the Property or any statements or representations
concerning the Property made by Seller (except for the representations and
warranties expressly set forth in Section 6.1 above) provided by or on behalf of
Seller; provided that the foregoing provision shall in no way lessen or diminish
the obligation of Seller to furnish true and correct copies of the Due Diligence
Materials to Purchaser as provided under Article IV hereof.

        (d)      Purchaser shall indemnify and hold Seller harmless from and
against any claims for any brokerage fee or commission, finder's fee or
financial advisory fee arising from or related to the transactions contemplated
by this Agreement and which is asserted by any person or entity claiming to have
acted as agent or a representative of Purchaser.

        (e)      All documents and information delivered by Purchaser to Seller
pursuant to the provisions of this Agreement are true, correct and complete as
of the date hereof and will be correct and complete as of the Closing Date,
except as set forth in this Agreement and in the Disclosure Schedule.  From time
to time after the execution of this Agreement until the Closing, Purchaser shall
deliver to Seller one or more supplemental schedules setting forth all changes
in the schedules, and in previously delivered supplemental schedules, if any,
and in any of the representations and warranties made herein whether or not
previously modified by a schedule, arising out of matters discovered or
occurring prior to the Closing.  Seller and its counsel shall have 30 days to
object in writing to any material information in any supplemental schedule;
failure by Seller to notify Purchaser within such 30-day period of any objection
to information provided in the supplemental schedule prior to the Closing shall
be deemed to be approval thereof.


                                      16

        (f)      Immediately upon the conveyance of the Property by Seller to
Purchaser, Purchaser shall lease the Property to Seller by executing and
delivering to Seller the Lease in a form identical to that attached hereto as
Exhibit G.

        (g)      Purchaser shall not, so long as the Lease remains in full force
and effect, enter into any agreement, grant any easement or otherwise encumber
the Property without the consent of Seller, except as expressly permitted by the
Lease.

                                  ARTICLE VII
            CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS
        
        7.1      CONDITIONS TO THE PURCHASER'S OBLIGATIONS.  The obligations of
Purchaser to purchase the Property from Seller and to consummate the
transactions contemplated by this Agreement are subject to the satisfaction, as
of the Closing, of each of the following conditions:

        (a)      All of the representations and warranties of Seller set forth
in this Agreement shall be true as of the Closing in all material respects
except for changes expressly permitted or contemplated by the terms of this
Agreement.

        (b)      Seller shall execute and deliver to Purchaser all documents
reasonably necessary to convey the Property to Purchaser in accordance with the
terms of this Agreement.

        (c)      Seller shall not be in receivership or dissolution proceedings
or shall not have made any assignment for the benefit of creditors, or admitted
in writing its inability to pay its debts as they mature, or shall not have been
adjudicated as bankrupt, or shall not have filed a petition in voluntary
bankruptcy, a petition or answer seeking reorganization or an arrangement with
creditors under the federal bankruptcy law or any other similar law or statute
of the United States or any state and no such petition shall have been filed
against it which is not removed within 60 days of the date it is filed.

        (d)      No material or substantial change shall have occurred with
respect to the condition, financial or otherwise, of the Property or the Seller.

        (e)      Neither the Property nor any material part thereof or interest
therein shall have been taken by execution or other process of law in any action
prior to Closing.

        (f)      Purchaser shall have received, in form acceptable to Purchaser,
evidence of compliance by the Property with all Permits required as of the
Closing Date hereof and such other Permits as may be necessary or appropriate
for the operation of the Property


                                      17

for the current and intended use and for the transactions contemplated by this
Agreement and the Lease.

        (g)      All necessary approvals, consents, estoppel certificates and
the like of third parties to the validity and effectiveness of the transactions
contemplated hereby shall have been obtained.

        (h)      Purchaser shall have been successful in causing the formation
of a real estate investment trust whose interests have been sold to the public
and in connection therewith has raised capital in an amount not less than
$100,000,000.00 (the 'IPO').

        (i)      No portion of the Property shall have been destroyed by fire or
casualty.

        (j)      No condemnation, eminent domain or similar proceedings shall
have been commenced or threatened with respect to any portion of the Property.

        (k)      Seller shall have provided such representations, warranties and
consents in form and substance satisfactory to Seller as may be required by any
governmental authority in connection with the IPO, including but not limited to
inclusion of financial statements, financial information and other required
information concerning Seller, or any affiliate in any United States Securities
and Exchange Commission filings.

        7.2      FAILURE OF CONDITIONS TO PURCHASER'S OBLIGATIONS.  In the event
any one or more of the conditions to Purchaser's obligations are not satisfied
in whole or in part as of the Closing, Purchaser, at Purchaser's option, shall
be entitled to: (a) terminate this Agreement by giving written notice thereto to
Seller, whereupon all moneys which have been delivered by Purchaser to Seller or
the Title Company (other than the Independent Consideration) shall be
immediately refunded to Purchaser and neither Purchaser nor Seller shall have
any further obligations or liabilities hereunder except if such condition is the
failure to close and fund the IPO for reasons other than a default hereunder by
Seller, the Purchaser shall reimburse Seller for all third- party out of pocket
expenses incurred by Seller in connection with the performance of its
obligations hereunder, including any reasonable actual attorney's fees incurred
by Seller in connection with the preparation, negotiation and execution of this
Agreement; (b) waive such failure of condition and proceed to Closing hereunder
without any reduction whatsoever in the Purchase Price; or (c) pursue such other
remedies as may be available to Purchaser pursuant to Section 10.1(b) hereof.

        7.3      CONDITIONS TO SELLER'S OBLIGATIONS.  The obligations of Seller
to sell the Property to Purchaser and to consummate the transactions
contemplated by this Agreement are subject to the satisfaction, as of the
Closing Date, of each of the following conditions:


                                      18

        (a)      The representations and warranties of Purchaser contained
herein shall be in all material respects true and accurate as of the Closing
Date.

        (b)      Purchaser shall execute and deliver to Seller all documents
reasonably necessary to convey the Property to Purchaser in accordance with the
terms of this Agreement.

        (c)      No statute, rule, regulation, order, decree or injunction shall
have been enacted, entered, promulgated or enforced by any court of competent
jurisdiction or United States governmental authority which prohibits the
consummation of the transactions contemplated by this Agreement.

        (d)      All action required to be taken by Purchaser to authorize the
execution, delivery, and performance of this Agreement and the other agreements
or documents related hereto, and the consummation of the transactions
contemplated hereby, shall have been duly and validly taken.

        (e)      Seller shall have received duly executed copies of all required
Permits and/or necessary consents and approvals in form and substance
satisfactory to Seller of third parties to the validity and effectiveness of the
transactions contemplated by this Agreement.

        7.4      FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS.  In the event
any one or more of the conditions to Seller's obligations are not satisfied in
whole or in part as of the Closing, Seller, at Seller's option, shall be
entitled to: (a) terminate this Agreement by giving written notice thereto to
Purchaser, whereupon all moneys which have been delivered by Purchaser to Seller
or the Title Company (other than the Independent Consideration) shall be
immediately refunded to Purchaser and neither Purchaser nor Seller shall have
any further obligations or liabilities hereunder; or (b) waive such failure of
conditions and proceed to Closing hereunder.

                                  ARTICLE VIII
                     PROVISIONS WITH RESPECT TO THE CLOSING

        8.1      SELLER'S CLOSING OBLIGATIONS.  Seller and Purchaser shall enter
into a mutually acceptable escrow agreement (the 'Escrow Agreement') with the
Title Company prior to the Closing.  The Escrow Agreement will require the Title
Company to close the transaction contemplated hereby in escrow pending closing
of and funding under the IPO; provided that the Closing shall occur no later
than the Termination Date.  Upon execution of the Escrow Agreement, Seller shall
furnish and deliver to the Title Company for


                                      19

delivery to Purchaser, pursuant to instructions to be set forth in the Escrow
Agreement, the following:

        (a)      The Deed, Title Commitment obligating the Title Company to
issue the Title Policy subject only to the Permitted Exceptions, Bill of Sale,
Certificate of Non-Foreign Status, Closing Certificate, the Guaranty, the Lease
Assignment, the Lease, and the Sublease, each duly executed and acknowledged by
Seller or Sublessee, as the case may be.

        (b)      An affidavit, agreement and indemnity executed by Seller and
dated as of the Closing Date, stating that there are no unpaid debts for any
work that has been done or materials furnished to the Property prior to and as
of Closing and stating that Seller shall indemnify, save and protect Purchaser
and its assigns harmless from and against any and all Claims, including courts
costs and reasonable attorneys' fees related thereto, arising out of, in
connection with, or resulting from the same, up to and including the Closing
Date, in form and substance mutually acceptable to Seller and Purchaser.

        (c)      Certificates of casualty and fire insurance for the Property as
required pursuant to the Lease showing Purchaser as additional insured and loss
payee thereunder, with appropriate provisions for prior notice to Purchaser in
the event of cancellation or termination of such policies.

        (d)      Updated Search Reports, dated not more than five days prior to
Closing, evidencing no UCC-l Financing Statements or other filings in the name
of Seller with respect to the Property, except with respect to those securing a
loan which will be paid in full at Closing;

        (e)      Such affidavits, certificates or letters of indemnity as the
Title Company shall reasonably require in order to omit from its insurance
policy all exceptions for unfiled mechanic's, materialman's or similar liens.

        (f)      Any and all transfer declarations or disclosure documents, duly
executed by the appropriate parties, required in connection with the Deed by any
state, county or municipal agency having jurisdiction over the Property or the
transactions contemplated hereby.

        (g)      Such instruments or documents as are necessary, or reasonably
required by Purchaser or the Title Company, to evidence the status and capacity
of Seller and the authority of the person or persons who are executing the
various documents on behalf of Seller in connection with the purchase and sale
transaction contemplated hereby.


                                      20

        (h)      An opinion of Seller's counsel, dated as of the Closing Date,
in form and substance reasonably satisfactory to Purchaser, with respect to the
formation and existence of Seller, the execution of this Agreement, and all the
related documents and instruments to be executed by Seller.

        (i)      Such other documents as are reasonably necessary to carry out
the terms and provisions of the Escrow Agreement.

        8.2      PURCHASER'S CLOSING OBLIGATIONS.  Upon the execution of the
Escrow Agreement, Purchaser shall deliver to the Title Company for delivery to
Seller pursuant to the terms of the Escrow Agreement, the following:

        (a)      The Lease, duly executed and acknowledged by Purchaser.

        (b)      Such instruments as are necessary, or reasonably required by
Seller or the Title Company to evidence the authority of Purchaser to consummate
the transactions contemplated hereby and to execute and deliver the closing
documents on the Purchaser's part to be delivered.

        (c)      Such other documents as are reasonably required to carry out
the terms and provisions of the Escrow Agreement.

        8.3      TITLE COMPANY'S CLOSING OBLIGATIONS.  Upon the closing of the
IPO and disbursement of funds thereunder, the Title Company shall deliver to
Seller the Purchase Price together with the items and documents specified in
Section 8.2 and to Purchaser the items and documents specified in Section 8.1. 
In the event the IPO does not close prior to June 30, 1994, the Title Company
will return the items specified in Section 8.1 to Seller and the items specified
in Section 8.2 to Purchaser, unless otherwise agreed to by the parties in
writing.

                                   ARTICLE IX
                              EXPENSES OF CLOSING

        9.1      ADJUSTMENTS.  There shall be no adjustment of taxes,
assessments, water or sewer charges, gas, electric, telephone or other
utilities, operating expenses, employment charges, premiums on insurance
policies, rents or other normally proratable items, it being agreed and
understood by the Parties that the Seller shall be obligated to pay such items
under the terms of the Lease.

        9.2      CLOSING COSTS.  Purchaser shall pay its own attorneys' fees. 
Seller shall pay all other costs of closing, including without limitation all
title examination fees and premiums for the Title Policy, the Search Reports,
the Survey, any environmental reports,


                                      21

any appraisals, any and all state, municipal or other documentary or transfer
taxes payable in connection with the delivery of any instrument or document
provided in or contemplated by this Agreement or any agreement or commitment
described or referred to herein, and the charges for or in connection with the
recording and/or filing of any instrument or document provided herein or
contemplated by this Agreement or any agreement or document described or
referred to herein.

                                   ARTICLE X
                              DEFAULT AND REMEDIES

        10.1     SELLER'S DEFAULT; PURCHASER'S REMEDIES.

        (a)      Seller's Default.  Seller shall be deemed to be in default
hereunder upon the occurrence of any one or more of the following events: (i)
any of Seller's warranties or representations set forth herein shall be untrue
in any material aspect when made or at Closing; or (ii) Seller shall fail in any
material respect to meet, comply with, or perform any covenant, agreement or
obligation on its part required within the time limits and in the manner
required in this Agreement and shall fail to cure such default within ten
Business Days following written notice from Purchaser to Seller.

        (b)      Purchaser's Remedies. In the event Seller shall be deemed to be
in default hereunder Purchaser may, as its sole remedies: (i) terminate this
Agreement by written notice delivered to Seller on or before the Closing; or
(ii) in the event that Seller shall willfully refuse to close the sale and only
in such event, enforce specific performance of this Agreement against Seller
including Purchaser's reasonable costs and attorneys fees in connection
therewith.  It is understood and agreed that termination or specific performance
as provided in (i) and (ii) above constitute Purchaser's sole remedy against
Seller, and that Purchaser shall not be entitled to seek monetary damages from
Seller or assert any other remedy against Seller.

        10.2     PURCHASER'S DEFAULT; SELLER'S REMEDIES.

        (a)      Purchaser's Default.  Purchaser shall be deemed to be in
default hereunder upon the occurrence of any one or more of the following
events: (i) any of Purchaser's warranties or representations set forth herein
shall be untrue in any material respect when made or at Closing; or (ii)
Purchaser shall fail in any material respect to meet, comply with, or perform
any covenant, agreement or obligation on its part within the time limits and in
the manner required in this Agreement and shall fail to cure such default within
ten Business Days following written notice from Seller to Purchaser.

        (b)      Seller's Remedy.  In the event Purchaser shall be deemed to be
in default hereunder, Seller, as Seller's sole and exclusive remedy for such
default, shall be entitled to


                                      22

terminate this Agreement and all rights of Purchaser hereunder and to retain
the Independent Consideration and receive from Purchaser a sum equal to all
third party out-of-pocket expenses incurred by Seller in performing its
obligations under this Agreement including any reasonable, actual attorneys'
fees incurred by Seller in connection with the preparation, negotiation and
execution of this Agreement and the performance by Seller of its obligations
hereunder, it being agreed between Purchaser and Seller that such sum shall be
liquidated damages for a default of Purchaser hereunder because of the
difficulty, inconvenience, and uncertainty of ascertaining actual damages for
such default.

                                   ARTICLE XI
                                 MISCELLANEOUS

        11.1     SURVIVAL.  All of the representations, warranties, covenants,
agreements and indemnities (but not matters or items identified as conditions
for parties' obligation to close) of Seller and Purchaser contained in this
Agreement, to the extent not performed at the Closing, shall survive the Closing
only for one year after the Closing Date and shall not be deemed to merge upon
the acceptance of the Deed by Purchaser.

        11.2     NOTICES.  All notices, requests and other communications under
this Agreement shall be in writing and shall be delivered in person, sent by
certified mail, return receipt requested or delivered by recognized expedited
delivery service, addressed as follows:

        If to Purchaser:

        CRESCENT CAPITAL TRUST, INC.
        One Perimeter Park South
        Suite 335S
        Birmingham, Alabama  35243
        Attention:  John W. McRoberts, President
        
        With a copy to:
        
        Mr. Thomas A. Ansley
        Sirote & Permutt, P.C.
        2222 Arlington Avenue South
        Birmingham, Alabama  35205
        

                                      23

        If intended for Seller:
        
        SURGICAL HEALTH CORPORATION
        990 Hammond Drive
        Suite 300
        Atlanta, Georgia  30328
        Attention: Gary W. Rasmussen, Senior Vice President - Finance
        
        With a copy to:
        
        Mr. Mark C. Rusche
        Alston & Bird
        One Atlantic Center
        1201 West Peachtree Street
        Atlanta, Georgia  30309-3424
        
or at such other address, and to the attention of such other person, as the
parties shall give notice as herein provided. All such notices, requests and
other communications shall be deemed to have been sufficiently given for all
purposes hereof upon receipt at such address, or if mailed, upon deposit of a
copy in a post office of official depository of the United States Postal
Service.

        11.3     ENTIRE AGREEMENT; MODIFICATIONS.  This Agreement embodies and
constitutes the entire understanding between the parties with respect to the
transactions contemplated herein, and all prior or contemporaneous agreements,
understandings, representations and statements (oral or written) are merged into
this Agreement. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument in writing
signed by the Party against whom the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.

        11.4     APPLICABLE LAW.  This Agreement and the transactions
contemplated hereby shall be governed by and construed in accordance with the
laws of the state in which the Property is located.

        11.5     CAPTIONS.  The captions in this Agreement are inserted for
convenience of reference only and in no way define, describe, or limit the scope
or intent of this Agreement or any of the provisions hereof.

        11.6     BINDING EFFECT.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal and personal representatives, successors, and
assigns.


                                      24

        11.7     EXTENSION OF DATES.  Notwithstanding anything to the contrary
contained in this Agreement, if Seller shall fail to deliver any document or
item required pursuant to any of the terms and provisions of Article IV and/or
Article V within the applicable time period required, Purchaser, at its option,
shall have the right to extend the date of expiration of the Review Period, and
correspondingly the date of Closing, by the number of days elapsing from the
date such items were required to be delivered and the date such items were
actually delivered to Purchaser; provided that Purchaser shall have given Seller
written notice of the missing items within 15 days of the Effective Date (as
provided in Section 5.2) and provided Purchaser shall give Seller notice of its
intent to extend such dates within five Business Days following Seller's receipt
of the last of the items set forth on Purchaser's notice letter.  Nothing herein
shall diminish Seller's obligation to timely furnish such items.

        11.8     TIME IS OF THE ESSENCE.  With respect to all provisions of this
Agreement, time is of the essence. However, if the first date of any period
which is set out in any provision of this Agreement falls on a day which is not
a Business Day, then, in such event, the time of such period shall be extended
to the next day which is a Business Day.

        11.9     WAIVER OF CONDITIONS.  Any Party may at any time or times, at
its election, waive any of the conditions to its obligations hereunder, but any
such waiver shall be effective only if contained in a writing signed by such
Party. No waiver by a Party of any breach of this Agreement or of any warranty
or representation hereunder by the other Party shall be deemed to be a waiver of
any other breach by such other Party (whether preceding or succeeding and
whether or not of the same or similar nature), and no acceptance of payment or
performance by a Party after any breach by the other Party shall be deemed to be
a waiver of any breach of this Agreement or of any representation or warranty
hereunder by such other Party, whether or not the first Party knows of such
breach at the time it accepts such payment or performance. No failure or delay
by a Party to exercise any right it may have by reason of the default of the
other Party shall operate as a waiver of default or modification of this
Agreement or shall prevent the exercise of any right by the first Party while
the other Party continues to be so in default.

        11.10    OFFER AND ACCEPTANCE.  This Agreement shall automatically
terminate at 5:00 pm. on June 1, 1994, unless, prior to such time, Purchaser has
returned to Seller, and Seller shall have returned to Purchaser, two
fully-executed copies of this Agreement.

        11.11    BROKERS.  Purchaser and Seller hereby represent to each other
that neither has discussed this Agreement or the subject matter thereof with any
real estate broker or salesman so as to create any legal rights in any such
broker or salesman to claim a real estate commission or similar fee with respect
to the purchase or sale of the Property.  Purchaser and Seller each agree to
defend, indemnify and hold the other harmless from any


                                      25

and all claims for any real estate commissions, leasing fees or similar fees
arising out of or in any way relating to the purchase, sale or lease of the
Property based on their respective acts.

        11.12    RISK OF LOSS.  Until the Closing Date, the risk of loss of any
portion of the Property shall be solely that of Seller.  Risk of loss shall be
that of Purchaser from and after the Closing Date, at which time Seller shall
deliver to Purchaser possession of the Property.

        11.13    NO ASSUMPTION OF LIABILITIES.  Purchaser shall not assume any
of the existing liabilities, indebtedness, commitments or obligations of any
nature whatsoever (whether fixed or contingent) of Seller in respect of the
Property or otherwise, except those expressly assumed herein.

        11.14    COUNTERPARTS.  This Agreement 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.

        EXECUTED to be effective as of the Effective Date.

                                        PURCHASER:

                                        CAPSTONE CAPITAL TRUST, INC.,
                                        a Maryland corporation

                                        /s/ John W. McRoberts
                                        ---------------------------------------
                                        John W. McRoberts
                                        President

                                        Date  May 27, 1994
                                            -----------------------------------

                                        Purchaser's Tax Identification Number:

                                                       63-1115479
                                        ---------------------------------------


                                      26


                                        SELLER:

                                        SURGICAL HEALTH CORPORATION,
                                        successor-in-interest to Healthcare 
                                        Real Estate Holdings, Inc.,
                                        a Delaware corporation


                                        By   /s/ 
                                          --------------------------------------

                                        Its  /s/ Senior Vice President
                                           -------------------------------------

                                        Date              5/27/94
                                            ------------------------------------

                                        Seller's Tax Identification Number:

                                                      58-1941168
                                        ----------------------------------------


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