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Published: 2008-03-26

Agreement of Sale and Purchase (South Miami, FL) - HealthSouth Rehabilitation Corp. and Crescent Capital Trust Inc.



                         AGREEMENT OF SALE AND PURCHASE

                                 BY AND BETWEEN

                    HEALTHSOUTH Rehabilitation Corporation,
                             a Delaware corporation
                                   ('SELLER')

                                      AND

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

                                  May 23, 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
                                                                                                          
ARTICLE III      PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         3.1     PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         3.2     INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                                                                              
ARTICLE IV       ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         4.1     DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                                                                                                          
ARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .   8
         6.1     REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         11.14   COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                                                                      

                         AGREEMENT OF SALE AND PURCHASE

                 THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made
and entered into by and between HEALTHSOUTH REHABILITATION CORPORATION, a
Delaware corporation (hereinafter referred to as 'Seller'), and CRESCENT
CAPITAL TRUST, INC., a Maryland corporation (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 located
in Dade County, Florida, consisting of a medical office building containing
106,400 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:

                 '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





                                       1

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 in the Escrow Agreement
but no later than June 30, 1994 or such earlier or later date as shall be
hereafter agreed upon by the Parties.

                 'Credit Enhancements' means all security deposits, security
interests, letters of credit, pledges, prepaid rent or other sums, deposits or
interests, if any, held by Seller with respect to the Property, the Tenant
Leases or the Tenants.

                 '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(u).

                 '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.

                 '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, 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 Tenant's trade fixtures or other fixtures or
equipment that a Tenant is permitted to remove pursuant to the applicable
Tenant Lease.

                 '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,





                                       2

medical waste, chemicals, 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, structures, Fixtures and
other improvements of every kind now or on the Closing Date located on the
Land, including, without limitation, all alleyways, connecting tunnels,
crosswalks, sidewalks, landscaping, parking lots and structures, roads,
drainage and all above ground and underground utility structures, equipment
systems that constitute Fixtures and other so-called 'infrastructure'
improvements.

                 '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, or any business or
businesses now or hereafter conducted by Seller or any Tenant thereon or with
the use thereof, 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 or books and records of Seller or the Tenant
Leases, the Business Agreements or the Credit Enhancements.

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





                                       3

                 'Lease Assignment' means an Assignment of Rents and Leases
substantially in the form of Exhibit H attached hereto, to be executed by
Seller to Purchaser at Closing, pursuant to the terms of which (i) Seller shall
absolutely and unconditionally assign to Purchaser all of its right, title and
interest in and to the Tenant Leases, and (ii) Seller shall assign to Purchaser
the Credit Enhancements, if any, as security for the obligations of Seller
under the Lease, and any other obligation of Seller to Purchaser.

                 '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, required in connection with the ownership, planning, development,
construction, use, operation or maintenance of the Property. 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 Credit Enhancements, the Improvements,
the Fixtures, the Intangible Property, the Warranties, the Business Agreements,
the Engineering Documents and the Tenant Leases. 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 $13,250,000.00.

                 '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. The Search Reports shall be updated, at Seller's expense,
at or within one week prior to Closing.

                 'Seller's Personal Property' means all machinery, equipment,
furniture, furnishings, beds, computers, signage, trade fixtures or other
personal property and consumable inventory and supplies used or useful in the
business of the Seller operated on the Property, except for the Property, all
as more fully set forth on Exhibit I attached hereto.

                 'Sublease' means that certain Sublease Agreement of even date
herewith executed by Lessee, as sublessor, and Sublessee, as sublessee, whereby
Lessee has subleased the Leased Property to Sublessee.

  'Sublessee' means Doctors' Hospital of South Miami, Ltd., a Florida limited
partnership.

                 'Survey' means a current 'as-built' ALTA survey, certified to
ALTA requirements, prepared by an engineer or surveyor licensed in the State in
which the Land is located acceptable to Purchaser,





                                       4

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, 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.

                 'Tenant' means the lessees or tenants under the Tenant Leases,
if any.

                 'Tenant Leases' means all leases, subleases (including the
Sublease) and other rental agreements, if any, (written or verbal, now or
hereafter in effect) that grant a possessory interest in and to any space in
the Improvements or that otherwise have rights with regard to the use of the
Land or Improvements, and all Credit Enhancements, if any, held in connection
therewith.

                 '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 rights of
tenants in possession, as tenants only, pursuant to the Lease and the Tenant
Leases; (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); and (e) 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, including, without
limitation, all of the representations, warranties and guaranties given and/or
assigned to Seller under the Tenant Leases.





                                       5

                                   ARTICLE II
                     AGREEMENTS TO SELL, PURCHASE AND LEASE

                 2.1      AGREEMENT TO SELL AND PURCHASE.  On the Closing Date,
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 the terms and conditions hereof, Seller shall sublease the Property
to Sublessee 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 Title
Company, in funds immediately forfeitable to Seller, the Independent
Consideration, as independent consideration for any option granted to Purchaser
by Seller herein, and based upon such consideration and the mutual covenants of
Seller and Purchaser contained herein, Seller hereby agrees that any such
option granted Purchaser is irrevocable and Seller shall not terminate said
option without the prior written consent of Purchaser, except as may be
expressly provided for herein.

                                   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
Tenant Leases, Business Agreements, Warranties, Permits, and Engineering
Documents;

                 (b)      A true, correct, complete and legible rent roll of
all existing Tenant Leases, if any, setting forth with respect to each of the
Tenant Leases: (i) the premises covered; (ii) the date of such Tenant Lease and
all amendments and modifications thereto; (iii) the name of the Tenant,
licensee or occupant; (iv) the term, including specification of the
commencement date and the termination date; (v) the rents; (vi) the nature and
amount of the security deposits thereunder; if any (vii) options to renew or
extend contained in any of the Tenant Leases; (viii) the status of Tenant
improvements to be performed by Seller; and





                                       6

                 (c)      An inventory of the Seller's Personal Property;

                 (d)      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;

                          (iv)    unaudited balance sheets and income
                 statements of the Seller for 1991, 1992 and 1993, certified as
                 correct to the best knowledge of an officer or managing
                 general partner of Seller, as the case may be;

                          (v)     all environmental studies or impact reports
                 relating to the Property 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

                          (vi)    all litigation files, if any, 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 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 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, 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.





                                       7

                                   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 30 days from the date of Purchaser's receipt of the last of such
items (the 'Review Period'). 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 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 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.

                 5.3      ADDITIONAL EXCEPTIONS.  In the event that at any time
the Title Commitment, Exception Documents, Survey or Search Reports are
modified (other than the deletion or elimination of any item as to which
Purchaser has made an objection), 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 its knowledge, as follows:

                 (a)      Pursuant to Section 5.2 hereof, Seller has and at the
Closing Seller will have, and will convey, transfer and assign to Purchaser,
good, marketable, fee simple and insurable title to the Land, free and clear of
any deeds of mortgages, liens, encumbrances, leases, tenancies, licenses,
chattel





                                       8

mortgages, conditional sales agreements, security interests, covenants,
conditions, restrictions, judgments, rights-of-way, easements, encroachments
and any other matters affecting title or use of the Property.

                 (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, and
the joinder of no person or entity will be necessary to convey the Property
fully and completely to Purchaser at Closing and to lease the Property from
Purchaser following Closing. 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 independent investigation
or estoppel certificates from any of the Tenants, there are no adverse or other
parties in possession of the Property or of any part thereof except the
property manager, Seller and Tenants, if any, under valid and effective Tenant
Leases delivered to Purchaser pursuant to this Agreement.  No party has been
granted any license, lease or other right relating to the use or possession of
the Property, except Tenants under Tenant Leases which have been delivered to
Purchaser pursuant to this Agreement.

                 (d)      Each Tenant Lease, if any, furnished to Purchaser
pursuant to this Agreement is in full force and effect and has not been
materially amended, modified or supplemented in any way that has not been
disclosed to Purchaser in writing.  The Tenant Leases, if any, furnished to
Purchaser pursuant to this Agreement constitute all material written and oral
agreements of any kind for the leasing, rental or occupancy of any portion of
the Property.  No material default or breach on the part of the Seller as
landlord or Tenant exists under any of the Tenant Leases.  All material Tenant
improvements, repairs and other work and obligations, if any, then required to
be performed by the landlord under each of the Tenant Leases will be fully
performed and paid for in full on or prior to the Closing.  Seller has not,
except as disclosed to Purchaser in writing, accepted the payment of rent or
other sums due under any of the Tenant Leases for more than one month in
advance.

                 (e)      None of the Tenant Leases and none of the rents or
other charges payable thereunder, if any, have been assigned, pledged or
encumbered by Seller.

                 (f)      No brokerage or leasing commissions or other
compensation will be due or payable to any person, firm, corporation or other
entity with respect to, or on account of, any Tenant Lease or any extensions or
renewals thereof, if any, excepting those agreements entered into or accepted
in writing by Purchaser.

                 (g)      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





                                       9

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.

                 (h)      No pending condemnation, eminent domain, assessment
or similar proceeding or charge affecting the Property or any portion thereof
exists.  Seller has not received any notice of a proposed increase in the
assessed valuation of the Property.

                 (i)      All of the Improvements (including all utilities)
have been substantially completed and installed and are being used in
substantial 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 materially with all statutes,
restrictions, regulations and ordinances applicable thereto.

                 (j)      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 utilities required for the operation of the
Improvements will enter the Land through adjoining public streets or through
adjoining private land in accordance with valid public or private easements
that will inure to the benefit of Purchaser.  All approvals, licenses and
permits required for said utilities have been obtained and are in force and
effect. 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.

                 (k)      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
reasonably 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 Tenant, lender, insurance provider or governmental authority.

                 (l)      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.

                 (m)      There will exist no material 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 material 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

                 (n)      No default or breach 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.





                                       10

                 (o)      There are no actions, suits or proceedings pending or
threatened against or affecting the Property or any portion thereof, any of the
Tenant Leases 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.

                 (p)      The Property has free and unimpeded access to
presently existing public highways and/or roads (either directly or by way of
perpetual easements), and all approvals necessary therefor have been obtained
and in full force and effect.  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.

                 (q)      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.

                 (r)      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 and Tenants in full compliance with any
or all Hazardous Materials Law, 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 any Hazardous Materials Law, (b) a release or
threatened release of Hazardous Materials from the Property within the meaning
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 requiring compliance with 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.

                 (s)      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 K attached hereto.

                 (t)      No certificate of need or approval or consent from
any governmental authority is necessary or appropriate for Seller's use of the
property.

                 (u)      All documents and information delivered by Seller to
Purchaser pursuant to the provisions of this Agreement are materially 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





                                       11

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 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 (a)
the breach of any representation or warranty of Seller set forth in this
Agreement, (b) the failure of Seller, in whole or in part, to perform any
obligation required to be performed by Seller pursuant to Section 6.1 or (c)
except for the matters disclosed herein or in the Disclosure Schedule the
ownership, construction, occupancy, operation, use and maintenance of the
Property prior to the Closing Date.  This obligation of indemnity shall remain
in effect only for the term of the Lease, but notwithstanding such limitation,
otherwise it shall be without limitation with respect to the violation on or
before the Closing Date of any Hazardous Material Law in effect on or before
the Closing Date and any and all matters arising out of any act, omission,
event or circumstance existing or occurring on or prior to the Closing Date
(including, without limitation, the presence on the Property or release from
the Property of Hazardous Materials disposed of or otherwise released prior to
the Closing Date) which results in a violation of a Hazardous Materials Law,
regardless of whether the act, omission, event or circumstance constituted a
violation of any Hazardous Materials Law at the time of its existence or
occurrence.  The provisions of this Section 6.2 shall survive the Closing of
the transaction contemplated by this Agreement and shall continue thereafter in
full force and effect 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)      Seller shall not collect rents in advance for more 
than one month.

                 (b)      Upon reasonable notice as to time by Purchaser to
Seller or any Tenant affected thereby, subject to the provisions of any of the
Tenant Leases, 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 the Tenant Leases and any security requirements, shall
have complete physical access to the Property and each of the leased premises
located thereon, which access shall not unreasonably interfere with Tenants in
possession. Seller and any Tenant affected thereby 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.





                                       12

                 (c)      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 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.

                 (d)      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.

                 (e)      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.

                 (f)      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.

                 (g)      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; provided that Purchaser
will not interfere with the business operations of any of the Tenants or
subject Seller to unreasonable expense not expressly contemplated by this
Agreement; (ii) furnish to Purchaser all information concerning the Property
which the Purchaser, its attorneys, accountants or other representatives will
reasonably request; and (iii) furnish to Purchaser, to the extent readily
available to Seller, all information necessary for an audit to be conducted
with respect to the operations of the Property for the 36-month period
preceding the Closing, including, without limitation, the general ledger, check
register, cash receipts and disbursement journals, bank statements, rent rolls,
Tenant Leases, invoices relating to direct operating expenses, ad valorem tax
statements, payroll records, schedule of accounts payable, schedule of accounts
receivable; and (iv) 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.

                 (h)      Seller shall not remove any of the Seller's Personal
Property from the Land or Improvements which is necessary for the operation of
the Property as it is currently being used without replacing same with
substantially similar items of equal or greater value.

                 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





                                       13

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.

                 (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 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 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.

                                  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 have delivered, performed, observed and
complied in all material respects with, all of the items, instruments,
documents, covenants, agreements and conditions required by this





                                       14

Agreement to be delivered, performed, observed and complied with by Seller
prior to, or as of, the Closing.

                 (c)      Neither Seller nor any Tenant shall be in
receivership or dissolution proceedings or have made any assignment for the
benefit of creditors, or admitted in writing its inability to pay its debts as
they mature, or have been adjudicated as bankrupt, or 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.

                 (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 part thereof or interest
therein shall have been taken by execution or other process of law in any
action prior to Closing.

                 (f)      Seller shall have obtained and delivered to Purchaser
a current report, dated no more than ten days prior to this Agreement, from a
licensed pest control company reasonably acceptable to Purchaser, and which
must show the Property to be free of all termite, or other destructive insect
and pest infestation, dry rot, fungus or other destructive agency infestation.

                 (g)      Purchaser shall be reasonably satisfied with its
inspection of the Property with respect to the physical condition thereof by
agents or contractors selected by Purchaser.

                 (h)      Purchaser shall have received, in form acceptable to
Purchaser, evidence of compliance by the Property with all Permits required as
of the Effective Date hereof and such other Permits as may be necessary or
appropriate for the operation of the Property for the current and intended use
and for the transactions contemplated by this Agreement and the Lease.

                 (i)      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.

                 (j)      Purchaser shall be reasonably satisfied that the
Property is sufficient and adequate for Seller to carry on the business now
being conducted thereon and that the Property is in good condition and repair
as reasonably required for the proper operation and use thereof in compliance
with applicable Laws and the requirements of applicable accreditation and
licensing authorities.

                 (k)      Purchaser (or Purchaser's corporate parent company)
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').

                 (l)      Purchaser shall be satisfied with all matters
regarding title and survey pursuant to Article V hereof.

                 (m)      The Purchaser shall have obtained an environmental
site assessment report covering the Property in form and content acceptable to
Purchaser.

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





                                       15

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

                 (p)      Purchaser shall have received an appraisal
satisfactory to Purchaser in all respects, including without limitation, a fair
market value substantially equivalent to the Purchase Price.

                 (q)      Seller shall have provided such representations,
warranties and consents as may be reasonably required by the United States
Securities and Exchange Commission 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; (b)
waive such failure of condition and proceed to Closing hereunder; or (c) pursue
such other remedies as may be available to Purchaser.

                 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:

                 (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 have delivered, performed, observed
and complied in all material respects with all of the items, instruments,
documents, covenants, agreements and conditions required by this Agreement to
be delivered, performed, observed and complied with by Purchaser as of the
Closing Date.

                 (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 the 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





                                       16

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 June 30, 1994.  Upon execution of the Escrow
Agreement, Seller shall furnish and deliver to the Title Company for 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
Sublease, the Lease Assignment and the Lease, 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 ten days
prior to Closing, evidencing no UCC-1 Financing Statements or other filings in
the name of Seller with respect to the Property.

                 (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 or Sublessee and the authority of the person or persons
who are executing the various documents on behalf of Seller or Sublessee in
connection with the purchase and sale transaction contemplated hereby.

                 (h)      Such other documents as are reasonably required by
the Title Company to carry out the provisions of the Escrow Agreement.





                                       17

                 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 by
the Title Company to carry out the 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, 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.





                                       18

                 (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.

                 (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 terminate this Agreement and all
rights of Purchaser hereunder and to receive the Independent Consideration, 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.
If Seller shall be entitled to the Independent Consideration in accordance with
this Section 10.2, Purchaser agrees to deliver, on written request of Seller,
such instructions as may be reasonably necessary to cause the Title Company to
deliver the Independent Consideration to Seller.  In such event, Purchaser will
pay the costs of the Survey, Title Commitment, Search Reports, appraisals and
any environmental survey, report or study.

                                   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 to the extent provided herein 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 or sent by reputable overnight 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





                                       19

                 With a copy to:

                 Mr. Thomas A. Ansley
                 Sirote & Permutt, P.C.
                 2222 Arlington Avenue South
                 Birmingham, Alabama  35205

                 If intended for Seller:

                 HEALTHSOUTH Rehabilitation Corporation
                 Two Perimeter Park South
                 Suite 224W
                 Birmingham, Alabama  35243
                 Attention: Gerald P. Scrushy, Group Vice President, Physical 
                            Resources

                 With a copy to:

                 Mr. C. Drew Demaray
                 Vice President and Counsel
                 HEALTHSOUTH Rehabilitation Corporation
                 Two Perimeter Park South
                 Suite 224W
                 Birmingham, Alabama  35243

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 delivery in person or one day after deposit with an
overnight delivery 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.





                                       20

                 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 give Seller notice of its intent to extend such dates.  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 p.m. on May 30, 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.  Seller hereby represents to Purchaser that
Seller has not 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.  Seller agrees to defend,
indemnify and hold Purchaser harmless from any and all claims for any real
estate commissions, leasing fees or similar fees arising out of or in any way
relating to a breach of the foregoing representation.

                 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.





                                       21

                 EXECUTED to be effective as of the Effective Date.

                                        PURCHASER:

                                        CRESCENT CAPITAL TRUST, INC.,
                                        a Maryland corporation

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

                                        Date        May 23, 1994         
                                        ----------------------------------

                                        Purchaser's Tax Identification Number:

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

                                        SELLER:

                                        HEALTHSOUTH REHABILITATION CORPORATION,
                                        a Delaware corporation

                                             /s/ Anthony J. Tanner
                                        ----------------------------------
                                                 Anthony J. Tanner
                                             Executive Vice President

                                        Date        May 23, 1994         
                                        ----------------------------------
                                        
                                        Seller's Tax Identification Number:

                                                    63-0860407
                                        ----------------------------------




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