Agreement of Sale and Purchase - Tesson Ferry Medical Equities LP and Crescent Capital Trust LP


                         AGREEMENT OF SALE AND PURCHASE

                                 BY AND BETWEEN

                      TESSON FERRY MEDICAL EQUITIES, L.P.,
                         a Missouri limited partnership
                                   ('SELLER')

                                      AND

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








                                                                                                                       


                                                         TABLE OF CONTENTS


ARTICLE I        DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 -----------                                                                                                

ARTICLE II       AGREEMENTS TO SELL, PURCHASE AND LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 --------------------------------------                                                                       
         2.1     AGREEMENT TO SELL AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         2.2     AGREEMENT TO LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         2.3     AGREEMENT TO SUBLEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                                                                                                                           
ARTICLE III      PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 --------------                                                                                                
         3.1     PAYMENT OF PURCHASE PRICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.2     INDEPENDENT CONSIDERATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                                                                                                                           
ARTICLE IV       ITEMS TO BE FURNISHED TO PURCHASER BY SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 --------------------------------------------                                                                  
         4.1     DUE DILIGENCE MATERIALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         4.2     DUE DILIGENCE REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                                                                                                                           
ARTICLE V        TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ----------------                                                                                              
         5.1     TITLE COMMITMENT, EXCEPTION DOCUMENTS AND SURVEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         5.2     REVIEW PERIOD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         5.3     ADDITIONAL EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                                                                                                                           
ARTICLE VI       REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 -----------------------------------------------------                                                         
         6.1     REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         6.2     INDEMNITY OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.3     COVENANTS OF SELLER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         6.4     REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                                                                                                                           
ARTICLE VII      CONDITIONS TO THE PURCHASER'S AND SELLER'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  15
                 ------------------------------------------------------                                                        
         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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.4     FAILURE OF CONDITIONS TO SELLER'S OBLIGATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                                                                                                                           
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  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                                                                                                                           
ARTICLE IX       EXPENSES OF CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                 -------------------                                                                                           
         9.1     ADJUSTMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         9.2     CLOSING COSTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                                                                                                                           








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







                         AGREEMENT OF SALE AND PURCHASE

                 THIS AGREEMENT OF SALE AND PURCHASE (the 'Agreement') is made
and entered into by and between  TESSON FERRY MEDICAL EQUITIES, L.P., a
Missouri limited partnership (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 a medical office building containing 42,500 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 Lessee (as hereinafter
defined), and Lessee 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 Lessee and Brent VanConia, 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.

                 '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(t).

                 '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,



                                      -2-


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 Tenant's equipment, personalty, trade
fixtures or other fixtures that a Tenant is permitted to remove pursuant to the
applicable Tenant Lease (even if such trade fixtures or removable fixtures are
otherwise included within the definitions set forth hereinabove).

                 '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 (other than
trade fixtures or other equipment removable by any Tenant pursuant to the
Tenant Leases) 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, 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




                                      -3-



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(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 F attached hereto and made a part hereof, which shall be executed and
delivered by Lessee and Purchaser at the Closing, and pursuant to the terms of
which Purchaser shall lease the Property to Lessee following the Closing.

                 'Lease Assignment'  means an Assignment of Rents and Leases
substantially in the form of Exhibit G attached hereto, to be executed by
Seller and Lessee to Purchaser at Closing, pursuant to the terms of which (i)
Seller shall assign to Purchaser all of its right, title and interest in and to
the Tenant Leases and the Credit Enhancements as of the Closing Date, and (ii)
Lessee shall assign to Purchaser all of its right, title and interest in and to
the Tenant Leases executed subsequent to the Closing Date and (iii) Purchaser
shall grant to Lessee a license to collect all rents under the Tenant Leases
and apply and/or return the Credit Enhancements in accordance with the Tenant
Leases so long as no default exists under the Lease.

                 'Lessee' means Surgical Health Corporation, a Delaware
corporation, which is the corporate parent company of the general partner of
Seller.

                 '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 ownership, planning,
development, construction, use, operation or maintenance of the Property by
Seller or Lessee. 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.



                                      -4-

                 '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 $7,400,000.00.

                 '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 H attached hereto and made a part hereof, which shall be
executed and delivered by Lessee and Sublessee at the Closing, and pursuant to
the terms of which Lessee shall sublease the Property to Sublessee following
the Closing.

                 'Sublessee' means Healthcare Real Estate Holdings II, Inc., an
affiliate of Seller and subsidiary of Lessee.

                 'Survey' means a current 'as-built' ALTA survey, certified to
ALTA requirements, prepared by Kuhlman Design Group, 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.




                                      -5-



                 '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.

                 '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 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, if any); 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.

                                   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.



                                      -6-


                 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 Lessee and Lessee 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, Lessee shall sublease to Sublessee and Sublessee shall sublease from
Lessee, 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.

                                   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 which Seller has in its possession;

                 (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 rents; (v) the nature and amount of the security
deposits thereunder, if any; (vi) options to renew or extend contained in any
of the Tenant Leases; and (vii) the status of Tenant improvements to be
performed by Seller, if any;




                                      -7-


  (c)   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 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



                                      -8-




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 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



                                      -9-



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.

                 (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 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 by Seller or
Lessee, 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
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 written and oral agreements of any
kind for the leasing, rental or occupancy of any portion of the Property.  No
default or breach on the part of the Seller as landlord or Tenant exists under
any of the Tenant Leases, except as may be set forth on the Disclosure
Schedule.  All 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,
except as may be set forth on the




                                     -10-



Disclosure Schedule.  Seller has not accepted the payment of rent or other sums
due under any of the Tenant Leases for more than one month in advance, except
as may be set forth on the Disclosure Schedule.

                 (e)      None of the landlord's interest under any of the
Tenant Leases and none of the rents or other charges payable thereunder, if
any, have been assigned, pledged or encumbered.

                 (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, except as may be set forth on the Disclosure Schedule

                 (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 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.

                 (i)      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 (other than incomplete
leasehold improvements being constructed by Lessee or a Tenant pursuant to the
terms of a Tenant Lease), 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.

                 (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 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 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




                                     -11-


are no unsatisfied requests for repairs, restorations or alterations (other
than incomplete leasehold improvements being constructed by Landlord or a
Tenant pursuant to the terms of a Tenant Lease) with regard to the Property
from any person, entity or authority, including but not limited to any Tenant,
lender, insurance provider or governmental authority.

                 (l)      No work has been performed or is in progress at the
Property (other than incomplete leasehold improvements being constructed by
Lessee or a Tenant pursuant to the terms of a Tenant Lease), 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 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

                 (n)      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.

                 (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)      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, 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




                                     -12-



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.

                 (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 I attached hereto.

                 (t)      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 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



                                     -13-



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)      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 and subject to the terms 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.

                 (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; provided that Seller
shall be entitled to continue to execute and enter into Tenant Leases provided
the use of the proposed Tenant complies with the Lease and the Tenant is an
entity or an individual who is reputable and in keeping with the general
standards of the other Tenants.

                 (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



                                     -14-



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; (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 Lessee 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 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 




                                     -15-




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.

                 (f)      Immediately upon the conveyance of the Property by
Seller to Purchaser, Purchaser shall lease the Property to Lessee by executing
and delivering to Lessee 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 Lessee, 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.



                                     -16-



                 (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 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.



                                     -17-



                 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 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.

                 (f)      This Agreement, and all of the Seller's obligations
hereunder, is expressly contingent and conditioned upon Seller obtaining an
executed document, in form and substance satisfactory to Seller, from each of
the limited partners of Seller, in which each of them consent to the sale of
the Property pursuant to the terms of this Agreement and waives any right of
first refusal or other right to purchase the Property which is contained in the
Amended and Restated Limited Partnership of Tesson Ferry Medical Equities,
L.P., dated July 21, 1993.

                 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, Lessee 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




                                     -18-



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
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, Lessee 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 (except with respect to any leasehold improvement work which
is ongoing and which is being performed pursuant to the terms of Tenant Leases)
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 or Lessee and the authority of the person or persons who
are executing the various documents on behalf of Seller or Lessee in connection
with the purchase and sale transaction contemplated hereby.

                 (h)      An opinion of Seller's and Lessee'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 or Lessee.




                                     -19-



                 (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 Lessee 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.




                                     -20-



                                   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 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.



                                     -21-




                                   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

                 If intended for Seller:

                 TESSON FERRY MEDICAL EQUITIES, L.P.
                 c/o 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




                                     -22-



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.

                 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



                                     -23-




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
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.



                                     -24-


                 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
                                        --------------------------------------

                                        SELLER:

                                        TESSON FERRY MEDICAL 
                                        EQUITIES, L.P., 
                                        a Missouri limited partnership

                                        By its general partner,
                                        TESSON FERRY MEDICAL
                                        MANAGEMENT, INC.,
                                        a Missouri corporation


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

                                        Its Vice President
                                           -----------------------------------

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

                                        Seller's Tax Identification Number:

                                                    43-1618623
                                        --------------------------------------




                                     -25-