AMERICAN INDUSTRIAL PROPERTIES REIT INC
8-K, 1997-11-25
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



      Date of report (Date of earliest event reported): November 13, 1997



                      AMERICAN INDUSTRIAL PROPERTIES REIT
               (Exact Name of Registrant as Specified in Charter)

<TABLE>
  <S>                                           <C>                              <C>
                  TEXAS                               1-9016                           75-6335572
  (State or Other Jurisdiction of               (Commission File                    (I.R.S. Employer
  Incorporation or Organization)                     Number)                     Identification Number)
</TABLE>


             6210 N. Beltline Road, Suite 170, Irving, Texas 75063
              (Address of Principal Executive Offices) (Zip Code)


      Registrant's telephone number, including area code:  (972) 756-6000



                                 Not applicable
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>   2
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          On November 13, 1997, pursuant to the terms of the Purchase and Sale
Agreement dated as of September 24, 1997, as amended, by and between American
Industrial Properties REIT, a Texas real estate investment trust (the "Trust"),
and Midway/Commerce Center Limited Partnership, a Texas limited partnership and
unrelated third party ("Midway"), the Trust acquired the Commerce Center
development in Houston, Texas ("Commerce Center").  Commerce Center consists of
nine light industrial buildings situated on 20.8 acres and totals 286,266
square feet.  Commerce Center is currently 86% leased to 32 tenants, including
Federal Express.  The Trust acquired Commerce Center for a total purchase price
of $10.7 million, which was agreed upon through arm's length negotiations
between the Trust and Midway.  The purchase price was funded through (i)
approximately $6.6 million in borrowings under the Trust's $35 million secured
acquisition line with Prudential Securities Credit Corporation (the "Secured
Credit Line") and (ii) approximately $4.1 million from the Trust's cash
reserves.  Commerce Center serves as collateral for the borrowing made under
the Secured Credit Line.  The Trust intends to refinance this borrowing prior
to maturity on October 3, 1998 with proceeds from future permanent financings
or securities offerings.

          After the acquisition of Commerce Center, the Trust now owns,
directly or through AIP-SWAG Operating Partnership, L.P., a Delaware limited
partnership of which the Trust is the 98% general partner, 23 real estate
properties consisting of 22 industrial or warehouse/distribution developments
and one enclosed speciality retail mall.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)       FINANCIAL STATEMENTS OF THE PROPERTIES ACQUIRED PURSUANT TO RULE 3-14
          OF REGULATION S-X.

          As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Trust to provide the financial statements required by
this Item 7(a).  In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after the date on which this report was required to have been filed.

(b)       PRO FORMA FINANCIAL INFORMATION.

          As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Trust to provide the financial statements required by
this Item 7(b).  In accordance with Items 7(b)(2) and 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after the date on which this report was required to have been filed.





                                       1
<PAGE>   3
(c)       EXHIBITS.

*2.1      Purchase and Sale Agreement dated as of September 24, 1997 by and
          between Midway/Commerce Center Limited Partnership, as Seller, and
          American Industrial Properties REIT, as Buyer

*2.2      First Amendment to Purchase and Sale Agreement dated as of October
          22, 1997 by and between Midway/Commerce Center Limited Partnership
          and American Industrial Properties REIT

*2.3      Second Amendment to Purchase and Sale Agreement dated as of October
          31, 1997 by and between Midway/Commerce Center Limited Partnership
          and American Industrial Properties REIT

99.1      Credit Agreement dated as of October 3, 1997 between American
          Industrial Properties REIT and AIP-SWAG Operating Partnership, L.P.,
          as Borrower,  and Prudential Securities Credit Corporation, as Lender
          (filed as Exhibit 99.8 to the Trust's Current Report on Form 8-K
          dated October 3, 1997, filed with the Commission on October 17, 1997
          (File No. 1-9016), and incorporated herein by reference)

- --------------------
* Filed herewith





                                       2
<PAGE>   4
                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has  duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            AMERICAN INDUSTRIAL PROPERTIES REIT



                                             By: /s/ Charles W. Wolcott 
                                                 -------------------------------
                                                 Charles W. Wolcott 
                                                 President and Chief Executive
                                                   Officer

Dated: November 25, 1997





                                       3
<PAGE>   5
                                  EXHIBIT LIST


*2.1      Purchase and Sale Agreement dated as of September 24, 1997 by and
          between Midway/Commerce Center Limited Partnership, as Seller, and
          American Industrial Properties REIT, as Buyer

*2.2      First Amendment to Purchase and Sale Agreement dated as of October
          22, 1997 by and between Midway/Commerce Center Limited Partnership
          and American Industrial Properties REIT

*2.3      Second Amendment to Purchase and Sale Agreement dated as of October
          31, 1997 by and between Midway/Commerce Center Limited Partnership
          and American Industrial Properties REIT

99.1      Credit Agreement dated as of October 3, 1997 between American
          Industrial Properties REIT and AIP-SWAG Operating Partnership, L.P.,
          as Borrower,  and Prudential Securities Credit Corporation, as Lender
          (filed as Exhibit 99.8 to the Trust's Current Report on Form 8-K
          dated October 3, 1997, filed with the Commission on October 17, 1997
          (File No. 1-9016), and incorporated herein by reference)

- --------------
* Filed herewith

<PAGE>   1

                                                                     EXHIBIT 2.1











                          PURCHASE AND SALE AGREEMENT

                                 BY AND BETWEEN

                          MIDWAY/COMMERCE CENTER, L.P.

                                      AND
                      AMERICAN INDUSTRIAL PROPERTIES REIT
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page(s)
- -------------------------------------------------------------------------------------------------------------------------
<S>      <C>                                                                                                         <C>



1.       Property Included in Sale  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)

2.       Purchase Price; Earnest Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2)

3.       Title to the Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)

4.       Due Diligence Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)

5.       Due Diligence Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6)

6.       Conditions Precedent to Closing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7)

7.       Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8)

8.       Closing and Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9)

9.       Representations, Warranties and Covenants of Seller  . . . . . . . . . . . . . . . . . . . . . . . . . . .  (14)

10.      Representations and Warranties of Buyer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (20)

11.      Continuation and Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (20)

12.      Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (20)

13.      Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (21)

14.      Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (22)

15.      Maintenance of the Property and Property Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (22)

16.      Leasing; Buyer's Consent to New Contracts Affecting the Property; Termination of Existing Contracts  . . .  (22)

17.      Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (23)

18.      Cooperation with Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (23)

19.      Brokers and Finders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (23)
</TABLE>





                                      (i)
<PAGE>   3
<TABLE>
<S>      <C>                                                                                                         <C>
20.      Marketing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (23)

21.      Publicity and Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (24)

22.      Exculpation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (24)

23.      Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  (24)
</TABLE>





                                      (ii)
<PAGE>   4
                          PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is dated as of
September 24, 1997, (the "Effective Date") by and between MIDWAY/COMMERCE
CENTER, L.P., a Texas limited partnership ("Seller"), and AMERICAN INDUSTRIAL
PROPERTIES REIT, a Texas real estate investment trust ("Buyer").

         IN CONSIDERATION of the respective agreements hereinafter set forth,
Seller and Buyer agree as follows:

         1.      Property Included in Sale.  Seller hereby agrees to sell and
convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to
the terms and conditions set forth herein, the following:

                 (a)      that certain real property consisting of
         approximately 20.8 acres, located in Houston, Harris County, Texas,
         and being more particularly described in Exhibit A attached hereto
         (the "Land");

                 (b)      all of Seller's right, title and interest, if any, in
         all rights, privileges and easements appurtenant to the Land,
         including, without limitation, all minerals, oil, gas and other
         hydrocarbon substances on and under and that may be produced from the
         Land, as well as all development rights, land use entitlements,
         including without limitation building permits, licenses, permits and
         certificates, utilities commitments, air rights, water, water rights,
         riparian rights, and water stock relating to the Land and any
         rights-of-way or other appurtenances used in connection with the
         beneficial use and enjoyment of the Land and all of Seller's right,
         title and interest, if any, in and to all roads, easements, rights of
         way and alleys adjoining, serving or servicing the Land (collectively,
         the "Appurtenances");

                 (c)      all improvements and fixtures located on the Land and
         appurtenances, including, without limitation, nine (9) buildings
         located on the Land containing approximately Two Hundred Eighty Six
         Thousand Two Hundred Sixty Six (286,266) square feet of net rentable
         area, and all apparatus, and equipment owned by Seller and used in
         connection with the operation or occupancy of the Land and
         appurtenances, such as heating and air conditioning systems and
         facilities used to provide any utility, refrigeration, ventilation,
         garbage disposal or other services on the Land and appurtenances, and
         along with all on-site parking facilities (collectively, the
         "Improvements", and together with the Land and Appurtenances, the
         "Real Property");

                 (d)      all tangible personal property owned by Seller
         located on or in and used in connection with the Real Property as of
         the date hereof and as of the "Closing Date" (as defined in Paragraph
         8(b) below) including, without limitation, those items described in
         the Personal Property Inventory attached hereto as Exhibit B attached
         hereto (collectively, the "Tangible Personal Property"); and

                 (e)      any intangible personal property now or hereafter
         owned by Seller and used in the ownership, use or operation or
         development of the Real Property and Tangible Personal Property,
         including, without limitation, the right to use the name "Commerce
<PAGE>   5
         Center" and any other trade name now used in connection with the Real
         Property and, to the extent approved by Buyer pursuant to this
         Agreement, any contract or lease rights (including, without limitation,
         the lessor's interest in and to all tenant leases, rental agreements,
         subleases and tenancies, including all amendments, modifications,
         agreements, records, substantive correspondence, and other documents
         affecting in any way a right to occupy any portion of the Real Property
         (individually and collectively, the "Leases"), and Seller's interest in
         all security deposits and prepaid rent, if any, under the Leases and
         any and all guaranties of the Leases, utility contracts, warranties or
         other agreements or rights relating to the ownership, use and operation
         of the Real Property or Tangible Personal Property (collectively, the
         "Intangible Property", and together with the Tangible Personal
         Property, the "Personal Property").

         All of the items referred to in Subparagraphs (a), (b), (c), (d) and
(e) above are collectively referred to as the "Property."

         2.      Purchase Price; Earnest Money.

                 (a)      The purchase price of the Property is Ten Million
         Seven Hundred Thousand and No/100 Dollars ($10,700,000.00), subject to
         adjustments as provided in this Agreement (the "Purchase Price").

                 (b)      The Purchase Price subject to any adjustments to the
         Purchase Price provided in this Agreement, shall be delivered in
         immediately available funds at the closing of the purchase and sale
         contemplated hereunder (the "Closing") to an account at a national
         banking association maintained by Partners Title Company, whose
         address is 712 Main Street, Suite 2000E, Houston, Texas 77002 ("Escrow
         Holder").

                 (c)      Within three (3) days after the Effective Date, Buyer
         shall deliver to the Escrow Holder (as hereinafter defined) a copy of
         this Agreement together with a check or wired funds in the amount of
         $100,000.00 (the "Earnest Money"), which Earnest Money shall be held
         in escrow by the Escrow Holder and delivered to the party entitled
         thereto in accordance with the provisions of this Agreement.  The
         Earnest Money shall be invested by the Escrow Holder in an
         interest-bearing escrow account in a bank or other financial
         institution acceptable to Buyer.  All interest earned on the Earnest
         Money shall belong to the party entitled to receive the Earnest Money.

                 (d)      A portion of the Earnest Money in the amount of One
         Hundred and No/100 Dollars ($100.00) (the "Independent Contract
         Consideration") shall be deemed independent consideration for Seller's
         execution and delivery of this Contract.  If the Closing occurs, the
         Independent Contract Consideration shall be applied as a credit
         towards the Purchase Price.  However, if the Closing does not occur,
         for any reason, the Independent Contract Consideration shall be paid
         by the Escrow Holder to Seller.

                 (e)      Closing is contingent on Buyer obtaining all
         approvals necessary to consummate the transaction described herein
         within twenty-one (21) days after the Effective





                                      (2)
<PAGE>   6
         Date.  If Buyer is unable to obtain such necessary approvals pursuant
         to the provisions of this subparagraph, this Agreement shall be
         terminated and all of the Earnest Money (other than the Independent
         Contract Consideration) shall be returned to Buyer and all obligations
         of Buyer and Seller hereunder (except those which expressly survive
         termination of this Agreement) shall terminate and be of no further
         force and effect.

         3.      Title to the Property.

                 (a)      At the Closing, Seller shall convey to Buyer
         indefeasible and insurable fee simple title to the Real Property and
         Improvements, by duly executed and acknowledged special warranty deed
         substantially in the form attached hereto as Exhibit C (the "Deed").
         Evidence of delivery of indefeasible and insurable fee simple title
         shall be the issuance by Partner's Title Company (the "Title Company")
         to Buyer at the Closing of an Owner's Policy of Title Insurance in the
         form promulgated by the Texas State Board of Insurance in the amount
         of the Purchase Price at no more than the standard rates allowed by
         the Texas Department of Insurance, insuring fee simple title to the
         Real Property in Buyer, subject only to such exceptions as Buyer shall
         approve pursuant to Paragraph 5, below (the "Title Policy"). The Title
         Policy shall provide full coverage against mechanics' and
         materialmen's liens, the printed form survey exception shall be
         limited to "shortages in area" and the standard exception for taxes
         shall read: "standby fees and taxes for the year 1997 and subsequent
         years, and subsequent assessments for prior years due to change in
         land usage or ownership" and shall contain such special endorsements
         as Buyer may reasonably require, including, without limitation, any
         endorsements required as a condition to Buyer's approval of any title
         exceptions pursuant to Paragraph 5, below (the "Endorsements").

                 (b)      At the Closing, Seller shall transfer title to the
         Tangible Personal Property by a special warranty bill of sale in the
         form attached hereto as Exhibit D (the "Bill of Sale"), such title to
         be free of any liens, encumbrances or interests.

                 (c)      At the Closing, Seller shall transfer title to the
         Intangible Property, the "Assumed Contracts" (as hereinafter defined),
         the "Permits" (as hereinafter defined), and the "Warranties and
         Guaranties" (as hereafter defined) by an assignment of intangible
         property in the form attached hereto as Exhibit E (the "Assignment of
         Intangible Property"), and shall assign the Leases by an assignment of
         leases in the form attached hereto as Exhibit F (the "Assignment of
         Leases"), such title to be free of any liens, encumbrances or
         interests.

                 (d)      Seller shall cause all monetary encumbrances,
         including without limitation all mechanics' liens, created by Seller
         or on account of Seller's actions or inactions to be released from the
         Property on or prior to the Closing and shall cause the Title Company
         to insure title to the Property as vested in Buyer without any
         exception for such matters.  Seller may bond around any such
         encumbrances so long as this will be sufficient to cause the Title
         Company to insure title to the Property as vested in Buyer without any
         exception for such a matter.





                                      (3)
<PAGE>   7
         4.      Due Diligence Documents.

                 (a)       Within five (5) days after the Effective Date,
         Seller shall provide, at Seller's expense, the documents hereinafter
         described (collectively, the "Preliminary Documents"). Each
         Preliminary Document shall be accompanied by a dated transmittal
         memorandum or cover letter. The Preliminary Documents consist of the
         following:

                          (i)     Title Commitment.  A current title commitment
                 (the "Title Commitment") for an owner's Policy of title
                 insurance, covering the Real Property and issued by the Title
                 Company, together with a legible copy of each document, map
                 and survey referred to in the Title Commitment;

                          (ii)    Survey.  An as-built survey of the Property
                 (the "Existing Survey") prepared by a registered public
                 surveyor, in addition, within fifteen (15) days of the
                 Effective Date, Seller shall provide Buyer an update to the
                 Existing Survey (the "Survey") prepared by a registered public
                 surveyor, in accordance with the most recent Texas Surveyor's
                 Association standards for a Category 1A, Condition II Survey,
                 certified by such surveyor to Buyer and the Title Company in
                 the form attached hereto as Exhibit G and acceptable to the
                 Title Company for the purpose of limiting the standard printed
                 exception for survey matters to "shortages in area" in the
                 Title Policy. The Survey at a minimum shall (a) set forth the
                 legal description and street address of the Real Property, and
                 (b) show the location of all of the Improvements, all recorded
                 restrictions, easements, rights-of-way, ingress and egress,
                 all building restriction lines or applicable yard or setback
                 requirements, all curb cuts, all utility lines and facilities,
                 all visible restrictions, easements, rights-of-way, possible
                 rights of third parties, party walls and encroachments (either
                 onto the Land from adjacent property or onto adjacent property
                 from the Land) affecting the Real Property.

                          (iii)   Agreements.  Copies of all agreements
                 relating to the service, operation, repair, supply,
                 advertising, promotion, sale, leasing or management of the
                 Property or the use of any common facilities (the "Service
                 Agreements").  Buyer shall designate, prior to the expiration
                 of the "Due Diligence Period" (hereafter defined), those
                 Service Contracts that Seller shall assign to Buyer and that
                 Buyer shall assume as of the Closing Date, the Service
                 Contracts to be assumed by Buyer are referred to herein as
                 "Assumed Contracts";

                          (iv)    Plans.  Copies of all as-built plans and
                 specifications in Seller's or Seller's property manager's
                 possession, if any, for the Improvements, including without
                 limitation the plans and specifications for and a complete
                 description of all existing renovations and improvements to
                 the Real Property and all rentable space therein, and as-built
                 drawings for all underground utilities (collectively, the
                 "Plans"), together with a certificate from (the construction
                 lender's inspecting architect) certifying to Buyer that the
                 Improvements were constructed and completed in substantial
                 accordance with the Plans;





                                      (4)
<PAGE>   8
                          (v)     Warranties.  Copies of any and all guarantees
                 or warranties in Seller's or Seller's property manager's
                 possession, if any, and other rights given to Seller in
                 connection with the construction of the Improvements or the
                 purchase of any of the Personal Property, if any (collectively
                 the "Warranties and Guaranties");

                          (vi)    Reports.  All reports in Seller's possession
                 or control relating to the Property excluding appraisals, but
                 including, without limitation, reports relating to the (i)
                 environmental condition of the Property, including without
                 limitation, environmental reports, environmental audits and
                 the like (which reports are listed on Exhibit H) and (ii)
                 soil, seismological, geological and drainage conditions, and
                 the flood and wind characteristics of the Property;

                          (vii)   Rent Roll.  A rent roll, dated no earlier
                 than ten (10) days prior to the Effective Date, and certified
                 by Seller to be accurate and complete, showing:

                          1)      the name and address of each tenant of the
                                  Improvements;
                          2)      the rentable square footage for each tenant;
                          3)      the commencement and expiration date of each
                                  tenant's Lease;
                          4)      the monthly rental payable by each tenant
                                  (including the date and amount of any
                                  schedule rent escalation's during the Lease
                                  term);
                          5)      the amount and nature of expenses for which
                                  the tenant is responsible;
                          6)      the amount of any security deposit;
                          7)      details of any extension options, any options
                                  to terminate or lease additional space, and
                                  any rights of first refusal;
                          8)      any free rent, or other unexpired concessions
                                  or inducements, or obligations of Seller; and
                          9)      aging of current accounts receivable from
                                  tenants, along with a listing of any prepaid
                                  rent (all rent is assumed due on the first of
                                  the month unless otherwise noted), (the "Rent
                                  Roll").

                          The Rent Roll is attached as Exhibit "I".  Seller
                          shall deliver to Buyer for its approval, ten (10)
                          days prior to the Closing Date, an updated Rent Roll
                          dated not earlier than ten (10) days prior to the
                          Closing Date and certified by Seller to be accurate
                          and complete (the "Updated Rent Roll").

                          (viii)  Leases.  Copies of all Leases with all
                 tenants of the Improvements, certified by Seller to be
                 accurate and complete and a copy of the standard lease form
                 for the Improvements and access to copies of all
                 correspondence to or from such tenants. Seller may comply with
                 its obligation to deliver copies of Leases by providing Buyer
                 and its agents with full access to its lease files;

                          (ix)    Operating Statements.  Copies of operating
                 statements for the Property certified by Seller (or audited,
                 if audited statements are available) to be accurate and
                 complete, which shall cover the monthly periods from November
                 30, 1994 through





                                      (5)
<PAGE>   9
                 August 31, 1997. Such statements shall include itemization of
                 income and expense, itemization of all capital expenditures
                 made and a report of net cash receipts during the respective
                 periods;

                          (x)     Licenses, Etc.  Copies of any licenses,
                 permits or certificates in Seller's or an agent of Seller's
                 possession, if any, required by governmental authorities in
                 connection with construction or occupancy of the Improvements,
                 including, without limitation, building permits, certificates
                 of completion, certificates of occupancy, environmental
                 permits and licenses, and swimming pool and sign permits;

                          (xi)    Insurance Policies.  Copies of all liability,
                 fire and casualty insurance policies carried by Seller and an
                 insurance claims history for the most recent calendar year
                 prior to Closing;

                          (xii)   Commission Agreements and Proposed Leases.  A
                 complete list, and copies, of all agreements for leasing
                 commissions and/or locator fees payable on prior leases,
                 existing leases and renewals or options affecting the Property
                 of which Seller is aware;

                          (xiii)  Seller's Affidavit.  At the Closing, Seller
                 shall deliver an affidavit (the "Seller's Affidavit") dated as
                 of the Closing Date in form and substance acceptable to Title
                 Company affirming the non-existence of security interests,
                 judgments, tax liens and bankruptcy proceedings which affect
                 or could affect the Property;

                          (xiv)   Impact Fees.  Evidence satisfactory to Buyer
                 that any impact fees (including, without limitation,
                 assessments for parks, schools or transportation) existing as
                 of the Effective Date have been fully paid; and

                          (xv)    Other Documents.  Current property tax bills,
                 and all data, correspondence, documents, agreements, waivers,
                 notices, applications and other records with respect to the
                 Property relating to transactions with taxing authorities,
                 governmental agencies, utilities, vendors, tenants and others
                 with whom Buyer may be dealing from and after the Closing
                 Date. Seller may satisfy this requirement by making its files
                 available to Buyer.

                 (b)      Independent Audit.  Promptly following the execution
         of this Agreement and to the extent not already provided pursuant to
         the terms of Paragraph 4(a) above, Seller shall provide to Buyer's
         representatives and independent accounting firm access to all
         financial and other information relating to the Property which would
         be sufficient to enable Buyer's representatives and independent
         accounting firm to prepare audited financial statements for 1995, 1996
         and 1997 year-to-date in conformity with generally accepted accounting
         principles and to enable them to prepare such statements, reports or
         disclosures as Buyer may deem necessary or advisable.  Seller shall
         reasonably cooperate with Buyer's representatives and independent
         accounting firm in connection with the aforementioned financial
         analysis





                                      (6)
<PAGE>   10
         and shall provide any additional information necessary to allow Buyer
         to make disclosures required by and otherwise comply with the
         financial accounting requirements of Regulation S-X promulgated by the
         Securities and Exchange Commission.  Seller shall provide Buyer's
         independent accounting firm a signed representation letter which will
         be sufficient to enable an independent public accountant to render an
         opinion on the financial statements related to the Property.  Seller
         shall authorize any attorneys who have represented Seller in any
         material litigation pertaining to or affecting the Property to
         respond, at Buyer's expense, to inquiries from Buyer's representatives
         and independent accounting firm.  If and to the extent Seller's
         financial statements pertaining to the Property for any periods during
         the years 1995, 1996 or 1997 year-to-date have been audited, promptly
         after the execution of this Agreement, Seller shall provide Buyer with
         copies of such audited financial statements and shall cooperate with
         Buyer's representatives and independent public accountants to enable
         them to contact the auditors who prepared such audited financial
         statements and to obtain, at Buyer's expense, a reissuance of such
         audited financial statements.  If this Agreement terminates prior to
         the Closing, other than by reason of a default of Seller, Buyer shall
         deliver to Seller copies of any audited financial statements of the
         Property prepared for Buyer and assign to Seller without warranty all
         of Buyer's rights thereto.

         5.      Due Diligence Review.

         Buyer's obligation to consummate the transactions contemplated in this
Agreement is expressly conditioned upon the satisfaction of each of the
conditions set forth in this section. Each condition is intended solely for the
benefit of Buyer and may be waived in whole or part by Buyer upon written
notice to Seller.

                 (a)      Approval of Preliminary Documents and Physical
         Condition.  Buyer shall review each of the Preliminary Documents, the
         physical condition of the Property and such other items as Buyer deems
         necessary in order for Buyer, at its sole election, to determine
         whether the Property is acceptable to Buyer.  If Buyer determines in
         its sole discretion that the Property is not acceptable, Buyer shall
         have the right to terminate this Agreement by written notice to Seller
         within thirty (30) days after the Effective Date (the "Due Diligence
         Period") in which case the Earnest Money shall be returned to Buyer.
         Additionally, prior to the end of the Due Diligence Period, Buyer
         shall provide a notice (the "MCI Notice") to Seller setting forth the
         requirements of Buyer with respect to the removal of certain
         specialized improvements in that portion of the improvements covered
         by a Lease to which MCI Communications, Inc. and/or one of its
         affiliates is a tenant of a portion of the Property.

                 (b)      Termination of Agreement .  Notwithstanding anything
         in this Agreement to the contrary, Buyer shall have the right to
         terminate this Agreement at any time during the Due Diligence Period.
         Additionally, Buyer shall have the right, at any time prior to
         Closing, to terminate this Agreement should any representation or
         warranty by Seller contained herein prove to be untrue or misleading
         in any material respect.  In the event this Agreement is terminated
         pursuant to Paragraph 5, then, subject to the provisions of Paragraph
         7, the Earnest Money shall be returned to Buyer and all obligations of
         Buyer and Seller hereunder (except the provisions of this Agreement
         which recite that they survive termination) shall





                                      (7)
<PAGE>   11
         terminate and be of no further force or effect. The provisions of this
         subparagraph shall survive termination of this Agreement.

         6.      Conditions Precedent to Closing.  The following are conditions
precedent to Buyer's obligation to purchase the Property (the "Conditions
Precedent"). The Conditions Precedent are intended solely for the benefit of
Buyer and may be waived only by Buyer in writing.  In the event any condition
precedent is not satisfied or waived by Buyer, Buyer may, in its sole and
absolute discretion, terminate this Agreement at which point the Earnest Money
shall be returned to Buyer and, subject to the provisions of Paragraph 7, all
obligations of Buyer and Seller hereunder (except provisions of this agreement
which recite that they survive termination) shall terminate and be of no
further force or effect.

                 (a)      All of Seller's representations and warranties
         contained in this Agreement shall have been true and correct when made
         and shall be true and correct as of the Closing Date.

                 (b)      The physical condition of the Property shall be
         substantially the same on the Closing Date as on the date of Buyer's
         execution of this Agreement, except for reasonable wear and tear and
         loss by casualty (subject to the provisions of Paragraph 13, below)
         and repairs, replacements and improvements made with Buyer's written
         approval (which approval shall not be unreasonably withheld).

                 (c)      As of the Closing Date, there shall be no litigation
         or administrative agency or other governmental proceeding of any kind
         whatsoever, pending or threatened, which was not disclosed in writing
         to Buyer during the Due Diligence Period and which, after Closing
         would, in Buyer's reasonable discretion, materially adversely affect
         the value of the Property or the ability of Buyer to operate the
         Property in the manner in which it is currently being operated, and no
         proceedings shall be pending or threatened which would be likely to
         cause the redesignation or other modification of the zoning
         classification of, or of any building or environmental code
         requirements applicable to, any of the Property or any property
         adjacent to the Property.

                 (d)      Seller shall deliver notices of termination at or
         prior to the Closing Date, at no cost or expense to Buyer, any and all
         Service Contracts or other agreements affecting the Property that are
         not Assumed Contracts.

                 (e)      Seller shall have fully complied with all of Seller's
         duties and obligations contained in this Agreement.

                 (f)      Seller shall have delivered to Buyer estoppel
         certificates ("Tenant Estoppels") within three (3) days prior to the
         Closing Date and dated effective no earlier than thirty (30) days
         prior to the Closing Date in a form substantially similar to Exhibit
         "L" attached hereto or in such other form as provided for in each
         applicable Lease, from tenants occupying eighty-five percent (85%) of
         the square footage of the Improvements currently under





                                      (8)
<PAGE>   12
         occupancy; provided, however, that such Tenant Estoppels must include
         Tenant Estoppels from the five largest tenants (measured by leased net
         rentable area of square footage).

                 (g)      Any deferred maintenance on the roof(s) of the
         Improvements sufficient to comply with that certain Competition
         Roofing Report shall have been completed to Buyer's reasonable
         satisfaction, or, in the alternative, Buyer shall have received a
         credit against the Purchase Price (agreed to in writing by Buyer) for
         the cost of any such deferred maintenance relating to the roof of the
         Improvements.

         7.      Remedies.

                 (a)  In the event the sale of the Property is not consummated
         because of a breach or default under this Agreement on the part of
         Buyer, the Earnest Money shall be paid to and retained by Seller as
         liquidated damages.  The parties have agreed that Seller's actual
         damages, in the event of a default by Buyer, would be extremely
         difficult or impracticable to determine.  THEREFORE, BY PLACING THEIR
         INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT ONE HUNDRED THOUSAND AND
         NO/100 DOLLARS ($100,000.00) HAS BEEN AGREED UPON, AFTER NEGOTIATION,
         AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS
         SELLER'S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE
         EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER.

                 INITIALS:  Seller   /s/ DBF           Buyer  /s/ LF       
                                   -------------------       --------------
                 (b)  In the event the sale of the Property is not consummated
         because of a breach or default under or breach of this agreement on
         the part of Seller or if a Condition Precedent cannot be fulfilled
         because Seller frustrated such fulfillment by Seller's gross
         negligence or willful misconduct, Buyer shall, at Buyer's election,
         receive a return on the Earnest Money or continue this Agreement
         pending Buyer's action for specific performance and/or damages.

8.       Closing and Escrow.

                 (a)  Upon mutual execution of this Agreement, the parties
         hereto shall deposit an executed counterpart of this Agreement with
         Escrow Holder and this Agreement shall serve as instructions to Escrow
         Holder for consummation of the purchase and sale contemplated hereby.

                 (b)  The parties shall conduct an escrow Closing.  The Closing
         shall be on or before fifteen (15) days after the expiration of the
         Due Diligence Period or on such other date mutually agreed upon
         between Buyer and Seller in writing (the "Closing Date").  In the
         event the Closing does not occur on or before the Closing Date, Escrow
         Holder shall, unless it is notified by both parties to the contrary
         within five (5) days after the Closing Date, return to the depositor
         thereof items which were deposited hereunder and shall deliver the
         Earnest Money to the party entitled to receive same. Any such return
         shall not, however, relieve either party of any liability it may have
         for its wrongful failure to Close.





                                      (9)
<PAGE>   13
                 (c)      At or before the Closing, Seller shall deliver to
         Escrow Holder or Buyer the following:

                          (i)     a duly executed and acknowledged Deed;

                         (ii)     a duly executed Bill of Sale;

                        (iii)     originals of all Leases and a duly executed
                 and acknowledged Assignment of Leases;

                         (iv)     originals of the Assumed Contracts not
                 previously delivered to Buyer (to the extent originals are
                 available; provided if originals are not available Seller
                 shall provide Buyer with true, correct and complete copies);

                          (v)     a duly executed Assignment of Intangible
                 Property;

                         (vi)      to the extent in Seller or an agent of
                 Seller's possession, originals of the building permits and
                 certificates of occupancy for the Improvements and all
                 tenant-occupied space included within the Improvements and all
                 Warranties and Guaranties not previously delivered to Buyer;

                        (vii)     notices to the Tenants in the form attached
                 as Exhibit J, duly executed by Seller;

                       (viii)     the Tenant Estoppels for those tenants of the
                 Property as required by Paragraph 6(f);

                         (ix)     a duly executed affidavit that Seller is not
                 a "foreign person" within the meaning of Section 1445(e)(3) of
                 the Internal Revenue Code of 1986 (the "Code") in the form
                 attached as Exhibit K;

                          (x)     evidence reasonably satisfactory to Buyer
                 that Seller has completed removal from the Property of the
                 items specified in the MCI Notice or otherwise made
                 arrangements reasonably satisfactory to Buyer that such
                 removal will occur promptly after Closing, in either instance
                 at no expense to Buyer;

                         (xi)     such resolutions, authorizations, bylaws or
                 other corporate and/or partnership documents or agreements
                 relating to Seller and its partners as shall be reasonably
                 required by the Title Company;

                        (xii)     a full release of all monetary encumbrances
                 affecting the Property, including without limitation any
                 mechanics' liens and such bond, indemnity or other
                 arrangements as shall be necessary to cause the Title Company
                 to insure title to the Property as vested in Buyer without any
                 exception for such matters;





                                      (10)
<PAGE>   14
                       (xiii)     a closing statement in form and content
                 satisfactory to Buyer and Seller (the "Closing Statement")
                 duly executed by Seller;

                        (xiv)     all keys to the Property in Seller's or
                 Seller's management company's possession;

                         (xv)     evidence of termination of any Service
                 Contracts and other agreements affecting the Property that are
                 not Assumed Contracts;

                        (xvi)     any documents or agreements reasonably
                 required by the Title Company to issue the Title Policy;

                       (xvii)     any other instruments, records or
                 correspondence called for hereunder which have not previously
                 been delivered; and

                      (xviii)     a duly executed Seller's Affidavit pursuant
                 to Paragraph 4(a)(xiii).

Buyer may waive compliance on Seller's part under any of the foregoing items by
an instrument in writing.

                 (d)     At or before the Closing, Buyer shall deliver to
         Escrow Holder or Seller the following:

                          (i)     a duly executed Assignment of Leases;

                         (ii)     a duly executed Assignment of Intangible
                 Property;

                        (iii)     the Closing Statement, duly executed by
                 Buyer; and

                         (iv)     the Purchase Price less any proration credits
                 provided for this Agreement.

                 (e)     Seller and Buyer shall each deposit such other
         instruments as are reasonably required by Escrow Holder or Title
         Company or otherwise required to close the escrow and consummate the
         purchase of the Property in accordance with the terms hereof.

                 (f)     Prorations, Closing Costs and Adjustments.

                         (1)      The following are to be apportioned as of
                 12:01 AM on the Closing Date, as follows:

                                  (i)      Rent.  Rent under the Leases shall
                         be apportioned as of the Closing Date. With respect to
                         any rent arrearages arising under the Leases, after
                         Closing, Buyer shall pay to Seller any rent actually
                         collected which is applicable to the period preceding
                         the Closing Date; provided, however, that





                                      (11)
<PAGE>   15
                         all rent collected by Buyer shall be applied first to
                         all unpaid rent accruing after the Closing Date, and
                         then to unpaid rent accruing prior to the Closing
                         Date. Buyer shall make good faith efforts to recover
                         any rent arrearages. Seller shall be permitted to
                         pursue its remedy for collection of any rent
                         arrearages applicable to the period prior to the
                         Closing Date, provided that Buyer shall incur no cost,
                         expense or liability in connection therewith, but
                         Seller shall not be permitted to commence eviction
                         procedures.

                                 (ii)      Leasing Costs.  Seller shall pay as
                         of the Closing all leasing commission and tenant
                         improvement costs, if any, in connection with any
                         Lease executed on or before the Effective Date that
                         are due and payable as of the Closing.  Seller shall
                         be entitled to a credit in addition to the Purchase
                         Price for any such commissions or out of pocket costs
                         reasonably incurred in connection with any Lease
                         executed on or before the Closing, but after the
                         Effective Date.

                                (iii)      Security Deposits.  Buyer shall be
                         entitled to a credit against the Purchase Price for
                         the total sum of all unapplied security deposits paid
                         to Seller by tenants under any Leases.

                                 (iv)      Unexpired Concessions.  Buyer shall
                         be entitled to a credit against the Purchase Price for
                         any free rent, abatements, or other unexpired
                         concessions under any Leases to the extent they apply
                         to any period after the Closing.

                                  (v)      Tenant Charges.  Where the Leases
                         contain tenant obligations for taxes, common area
                         expenses, operating expenses or additional charges of
                         any other nature, and where Seller has collected any
                         portion thereof in excess of amounts owed by tenants
                         for such items for the period prior to the Closing
                         Date, then there shall be an adjustment and credit
                         given to Buyer on the Closing Date for such excess
                         amounts collected. Buyer shall apply all such excess
                         amounts to the charges owed by tenants for such items
                         for the period after the Closing Date and, if required
                         by the Leases, shall rebate or credit tenants with any
                         remainder.  Where Seller has failed to collect the
                         appropriate portion thereof owed by tenants for such
                         items for the period prior to the Closing Date, no
                         credit or adjustment shall be given to Seller on the
                         Closing Date, and Buyer shall have no obligation to
                         remit any such amounts to Seller after Closing.

                                 (vi)      Utility Charges.  Seller shall cause
                         all the utility meters to be read on the Closing Date,
                         and will be responsible for the cost of all utilities
                         used prior to the Closing Date, except to the extent
                         such utility charges are billed to and paid by tenants
                         directly.





                                      (12)
<PAGE>   16
                                (vii)      Real Estate Taxes and Special
                         Assessments. General real estate taxes payable for the
                         1996 calendar year and all prior years shall be paid
                         by Seller.  General real estate taxes payable for the
                         1997 calendar year shall be prorated between Seller
                         and Buyer as of the Closing Date utilizing 1996 actual
                         tax information which shall be final and binding on
                         Seller and Buyer. Seller shall pay on or before
                         Closing the full amount of any bonds or assessments
                         against the Property including interest payable
                         therewith, including any bonds or assessments that may
                         be payable after the Closing Date as a result of or in
                         relation to the construction or operation of any
                         Improvements or any public improvements that took
                         place or for which any assessment was levied prior to
                         the Closing Date. Buyer shall pay the full amount of
                         any bonds or assessments incurred after the Closing
                         Date that are not subject to the immediately preceding
                         sentence.

                               (viii)      Other Apportionments.  Amounts
                         payable under the Assumed Contracts, annual or
                         periodic permit and/or inspection fees (calculated on
                         the basis of the period covered), and liability for
                         other Property operation and maintenance expenses and
                         other recurring costs shall be apportioned as of the
                         Closing Date.

                                 (ix)      Preliminary Closing Adjustment.
                         Seller and Buyer shall jointly prepare and approve a
                         preliminary Closing adjustment on the basis of the
                         Leases and other sources of income and expenses, and
                         shall deliver such computation to Escrow Holder prior
                         to Closing.

                          (2)     Closing Costs.  Seller shall pay for the
                 Survey, the Title Commitment, and the premium for the Title
                 Policy.  Recording fees, escrow fees and costs and the cost of
                 the survey deletion for the Title Policy shall be paid fifty
                 percent (50%) by Buyer and fifty percent (50%) by Seller.
                 Seller shall be responsible for all costs incurred in
                 connection with the prepayment or satisfaction of any loan or
                 bond secured by the Property including, without limitation,
                 any prepayment fees, penalties or charges. All other costs and
                 charges of the escrow for the sale not otherwise provided for
                 in this Agreement shall be allocated in accordance with the
                 closing customs for Harris County, Texas.  Buyer and Seller
                 shall each be responsible for their respective legal fees to
                 negotiate and execute this Agreement.  In the event this
                 Agreement is terminated or Closing occurs, the foregoing
                 allocation of costs shall survive such termination or Closing.

                          (3)     Survival.  The provisions of this
                 Subparagraph (f) shall survive the Closing.

         9.      Representations, Warranties and Covenants of Seller.  As of
the date hereof and again as of Closing, Seller represents and warrants to, and
covenants with, Buyer as follows:





                                      (13)
<PAGE>   17
                 (a)      To Seller's actual knowledge, the use and operation
         of the Property now are, and at the time of Closing will be, in
         compliance with all Laws. Seller shall not commit or permit to occur,
         any action which will result in such a violation between the date
         hereof and the Closing.

                 (b) To Seller's actual knowledge, all documents delivered by
         Seller to Buyer, or made available to Buyer for review in connection
         with the transactions contemplated hereunder, including without
         limitation, all documents described in Paragraph 4, above, are and at
         the time of Closing will be true, correct and complete copies of all
         such documents in Seller's possession and/or control.  To Seller's
         knowledge, all of Seller's files in connection with the Property, and
         all other matters described in Paragraph 4, above, in Seller's
         possession and/or control were delivered to or made available to Buyer
         for Buyer's review and there are no documents required for a complete
         understanding of the items described in Paragraph 4, above, or which
         are otherwise of significance in evaluating the Property which are not
         contained in Seller's files or which have not been delivered or made
         available to Buyer, or which are otherwise necessary to make the
         documents referred to in Paragraph 4, above, complete. Any of the
         foregoing documents which constitute contracts and are to be assumed
         by Buyer at Closing are and at the time of Closing will be, in full
         force and effect, without default by (or notice of default to) any
         party. Seller is not, and will not be at the time of Closing, in
         default under any contract or agreement affecting the Property,
         whether or not such contract or agreement is to be assumed by Buyer at
         Closing.

                 (c)      To Seller's actual knowledge, there are no
         condemnation, environmental, zoning or other land-use regulation
         proceedings, either instituted or planned to be instituted, which
         would detrimentally affect the use, operation or value of the
         property, nor has Seller received written notice of any special
         assessment proceedings affecting the Property (other than as set forth
         in the Title Commitment). Seller shall notify Buyer promptly of any
         such proceedings of which Seller becomes aware except as disclosed in
         that certain [Fugro report] dated October 8, 1994.

                 (d) To Seller's actual knowledge, all water, sewer, gas,
         electric, telephone, and drainage facilities and all other utilities
         required by law or by the normal use and operation of the Property are
         and at the time of Closing will be installed to the property lines of
         the Land, are and at the time of Closing will be connected pursuant to
         valid permits, and are and at the time of Closing will be adequate to
         service the Property and to permit compliance with all Laws.

                 (e) To Seller's actual knowledge, Seller  has obtained all
         licenses, permits, variances, approvals, authorizations, easements and
         rights of way, including proof of dedication, required from all
         governmental authorities having jurisdiction over the Property or from
         private parties for the present use, operation and occupancy of the
         Property and to insure vehicular and pedestrian ingress to and egress
         from the Property.

                 (f)      Seller has not been served with, Seller has no actual
         knowledge of any pending, and Seller has received no written notice of
         any threatened litigation against Seller





                                      (14)
<PAGE>   18
         affecting the use or operation of the Property for its intended
         purpose or the ability of Seller to perform its obligations under this
         agreement.  Seller shall notify Buyer promptly of any such litigation
         of which Seller becomes aware.

                 (g) To Seller's actual knowledge, at the time of Closing there
         will be no outstanding written or oral contracts made by Seller for
         any improvements to the Property which have not been fully paid for
         and Seller shall cause to be discharged all mechanics' and
         materialmen's liens arising from any labor or materials furnished to
         the Property prior to the time of Closing.

                 (h) To Seller's actual knowledge and other than as disclosed
         in that certain [Fugro report] dated October 8, 1994, (i) Seller and
         the Property and any real estate in the vicinity of the Property are
         in compliance in all material respects with all Environmental Laws;
         (ii) Seller has not engaged in any Environmental Activity and, to the
         best knowledge of Seller, no Environmental Activity has otherwise
         occurred on the Property, except in compliance with all Environmental
         Law; (iii) Seller has not received any notice, order, directive,
         complaint or other communication, written or oral, from any
         governmental agency or other person or entity alleging the occurrence
         of any Environmental Activity in violation of any Environmental Laws;
         (iv) no underground storage tanks (whether existing or abandoned)
         exist on the Property or, to the best of Seller's knowledge on any
         property which abuts or is adjacent to the Property; (v) the Use of
         the Property for its intended purpose will not result in any
         Environmental Activity in violation of any applicable Environmental
         Laws; (vi) to Seller's knowledge, the Property does not contain any
         building materials that contain Hazardous Material. For the purposes
         of this subparagraph, the following words shall have the following
         meanings:

                          (1)     "Use" means use, ownership, development,
                 construction, maintenance, management, operation or occupancy
                 of the Property or any portion thereof.

                          (2)     "Environmental Law" means federal, state and
                 local laws, statutes, ordinances, rules, regulations
                 (including without limitation the Comprehensive Environmental
                 Response, Compensation, and Liability Act of 1980, as amended
                 from time to time (42 U.S.C. Sections  9601 et seq.)
                 ("CERCLA"), the Federal Insecticide Fungicide and Rodenticide
                 Act of 1976 (7 U.S.C. Sections  136, et. seq. ("FIFRA") and
                 the applicable provisions of the Texas Health and Safety Code,
                 and Texas Water Code, as amended from time to time (the "Texas
                 Codes") and rules and regulations promulgated thereunder),
                 authorizations, judgments, decrees, administrative orders,
                 concessions, grants, franchises, agreements and other
                 governmental restrictions and requirements relating to the
                 environment or to any Hazardous Material, Environmental
                 Activity or Remedial Work.

                          (3)     Environmental Activity" means any actual,
                 proposed or threatened storage, holding, existence, suspected
                 existence, release, suspected release, emission, discharge,
                 generation, processing, abatement, removal, disposition,
                 handling or transportation of any Hazardous Material from,
                 under, into, on or across the Property





                                      (15)
<PAGE>   19
                 or otherwise relating to the Property or the Use of the
                 Property, or any other activity or occurrence that causes or
                 would cause any such event to exist.

                          (4)     "Hazardous Material" means, at any time, (a)
                 any substance, product, chemical, compound, material, mixture,
                 waste or other material of any nature whatsoever (i) which is
                 now or hereafter listed, defined or otherwise classified
                 pursuant to any Environmental Laws as a "hazardous substance",
                 "hazardous waste", "infectious waste", "hazardous material",
                 "extremely hazardous waste", "toxic substance", "toxic
                 pollutant" or any other formulation intended to define, list
                 or classify substances by reason of deleterious properties
                 such as ignitability, corrosivity, reactivity,
                 carcinogenicity, toxicity or reproductive toxicity; (ii) which
                 is now or hereafter regulated or listed by any local, state or
                 federal governmental authority, entity or agency pursuant to
                 any Environmental Laws; or (iii) which may give rise to any
                 liability under any Environmental Laws or under any statutory
                 or common law theory based on negligence, trespass,
                 intentional tort, nuisance or strict liability or under any
                 reported decisions of state or federal court; (b) asbestos and
                 asbestos-containing materials; and (c) radon; (d) PCB's,
                 petroleum and petroleum products or fractions thereof,
                 including without limitation, crude oil, and any fraction
                 thereof, natural gas, natural gas liquids, liquefied natural
                 gas or synthetic gas usable for fuel or any mixture thereof.

                          (5)     "Remedial Work" means, at any time, any
                 investigation, monitoring, restoration, abatement,
                 detoxification, containment, handling, treatment, removal,
                 storage, decontamination, clean-up, transport, disposal or
                 other ameliorative work or response action required by any (i)
                 Environmental Laws, (ii) order or request of any federal,
                 state or local government agency, or (iii) any judgment,
                 consent decree, settlement or compromise, with respect to any
                 Hazardous Materials Claims.

                          (6)     "Hazardous Materials Claims" means, at any
                 time, any and all enforcement, investigation, monitoring,
                 clean-up, removal, remedial or other governmental or
                 regulatory actions, agreements or orders threatened,
                 instituted or completed pursuant to any Environmental Laws and
                 any and all other actions, proceedings, claims, demands or
                 causes of action, whether meritorious or not (including,
                 without limitation, third party claims for contribution,
                 indemnity, damages, injury to real or personal property) made
                 or threatened, which directly or indirectly relate to, arise
                 from or are based in whole or in part on, (i) the occurrence
                 or alleged occurrence of any Environmental Activity; (ii) any
                 violation or alleged violation of any applicable Environmental
                 Laws relating to the Property or to its use; (iii) or any
                 investigation, inquiry, order, hearing, action or other
                 proceeding by or before any governmental agency in connection
                 with any Environmental Activity.

                 (i) To Seller's actual knowledge, as of the Closing Date, and
         with respect to any Leases entered into by Seller during its ownership
         of the Property, Seller shall have (i) completed all original building
         and tenant construction and all related punch list items, (ii)
         completed all obligations with respect to any remodeling or renovating
         to be completed by





                                      (16)
<PAGE>   20
         Seller as landlord under the Leases; and (iii) paid all obligations of
         the landlord pursuant to the Leases, including, without limitation,
         tenant improvement, remodeling or renovating costs, leasing
         commissions, locator fees and other concessions.

                 (j)      To Seller's actual knowledge, there are no
         assessments or bonds assessed or proposed to be assessed, against the
         Property, except (i) matters which are set forth in the Title
         Commitment, (ii) contracts and other agreements set forth in the
         Schedule of Agreements, and (iii) the Leases. To Seller's knowledge
         there are no existing or proposed easements, covenants, restrictions,
         agreements or other documents which affect title to the Property and
         which will not be disclosed by the Title Commitment.

                 (k)      Seller has not filed or been the subject of any
         filing of a petition under the Federal Bankruptcy Law or any federal
         or state insolvency laws or laws for composition of indebtedness or
         for the reorganization of debtors.

                 (l)      To Seller's actual knowledge:  the Land is a separate
         and distinct legal parcel; if such parcel is a part of an existing
         subdivision, or if it has been created by way of a subdivision of
         land, such subdivision and all required plats thereof have been
         completed in accordance with all applicable laws, rules and
         regulations; should any of the Property be destroyed by fire or other
         casualty, no further subdivision or platting of the Land will be
         required in order to obtain necessary building permits and
         certificates of occupancy from the applicable city, county, and state
         governmental entities and municipalities; all utilities serving the
         Property are located in dedicated public easements or rights-of-way
         which are immediately contiguous and adjacent to the Land; such parcel
         contains no property which is part of a real property tax parcel which
         is not entirely included within the Land; and no portion of the
         Property is currently affected by or subject to any special assessment
         or special use or tax abatement recognized or permitted by any taxing
         authority including, but not limited to, any agricultural use
         exemption or other tax exemption, and no penalty, special assessment,
         or back taxes from any special assessment or exemption shall be due
         upon transfer of title to the Property to Buyer or upon any change of
         use of the Property by Buyer.

                 (m)      To Seller's actual knowledge:  no portion of the
         Property is located in a wetland area, as defined by Laws, or in a
         designated or recognized floodplain, flood plain district, flood
         hazard area or area of similar characterization and no use of any
         portion of the Property will violate any requirement of the United
         States Corps of Engineers or Laws relating to wetland areas.

                 (o)      To Seller's actual knowledge, no brokerage, finders
         fee or commission, locator fee or similar fee or commission is
         currently due or unpaid by Seller  with respect to any Lease except as
         disclosed by Seller.

                 (p)      To Seller's actual knowledge, the copies of the
         Leases delivered by Seller to Buyer contain all of the information
         pertaining to any rights of any parties to occupy the Property,
         including, without limitation, all information regarding any rent
         concessions, tenant improvements, or other inducements to lease.





                                      (17)
<PAGE>   21
                 (q)      To Seller's actual knowledge, the Rent Roll is true,
         complete and accurate and, except as disclosed by Seller to Buyer in
         writing, there exist no defaults.

                 (r)      To Seller's actual knowledge, there are no existing
         easements, covenants, restrictions, agreements or other documents
         which affect title to the Property which will not be disclosed by the
         Title Commitment and to Seller's knowledge there are no proposed
         easements, covenants, restrictions, agreements or other documents
         which will affect title to the Property which will not be disclosed by
         the Title Commitment;

                 (s)      To Seller's actual knowledge, all Improvements comply
         with applicable building codes and all final certificates of occupancy
         for the Improvements have been issued.

                 (t)      Seller is a limited partnership, duly organized and
         validly existing and in good standing under the laws of the State of
         Texas; this Agreement and all documents executed by Seller which are
         to be delivered to Buyer at the Closing are and at the time of Closing
         will be duly authorized, executed and delivered by Seller, are and at
         the time of Closing will be legal, valid and binding obligations of
         Seller enforceable against Seller in accordance with their respective
         terms, are and at the time of Closing will be sufficient to convey
         title (if they purport to do so), and do not and at the time of
         Closing will not violate any provision of any agreement or judicial
         order to which Seller or the Property is subject.  Seller has obtained
         all necessary authorizations, approvals and consents to the execution
         and delivery of this Agreement and the consummation of the
         transactions contemplated hereby.

                 (u)      Seller is not a "foreign person" within the meaning
         of Section 1445(f)(3) of the Code.

                 (v)      Seller is the legal fee simple owner of the Property,
         with full right to convey the same, and, without limiting the
         generality of the foregoing, Seller has not granted any option or
         right of first refusal or first opportunity to any party to acquire
         any interest in any of the Property.

                 (w)      To Seller's actual knowledge:  the Improvements are
         not in violation of any applicable building, moratorium, coastal or
         wetlands management zone or environmental protection law, regulation
         or ordinance and any necessary environmental impact statements
         relating to the Improvements or the construction thereof have been (a)
         prepared by Seller, by its predecessors in title to the Property or by
         other parties responsible therefor and (b) if required, filed with and
         favorably and finally acted upon by all governmental offices and/or
         officials having jurisdiction.

         For purposes of this Agreement, whenever the phrase "to Seller's
actual knowledge" or words of similar import are used, they shall be deemed to
refer to the actual knowledge of Bruce Fincher without any duty of inquiry and
shall not include any imputed knowledge.

         10.     Representations and Warranties of Buyer.  Buyer hereby
represents and warrants to Seller as follows: Buyer is a real estate investment
trust organized under the laws of the State of





                                      (18)
<PAGE>   22
Texas; this Agreement and all documents executed by Buyer which are to be
delivered to Seller at the Closing are or at the time of Closing will be duly
authorized, executed and delivered by Buyer, and are or at the Closing will be
legal, valid and binding obligations of Buyer, and do not and at the time of
Closing will not violate any provisions of any agreement or judicial order to
which Buyer is subject.

         11.     Continuation and Survival.

                 (a)      All representations, warranties and covenants by the
         respective parties contained herein or made in writing pursuant to
         this Agreement are intended to merge with the delivery to Buyer of the
         Deed and shall not survive Closing except for those representations
         and warranties contained in subparagraphs 9(k), 9(t), 9(u) and 9(v)
         which representations and warranties shall expressly survive the
         Closing Date for a period of one (1) year, and not merge with the
         delivery to Buyer of the Deed.  PURCHASER ACKNOWLEDGES AND AGREES
         THAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES
         NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
         PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
         WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT
         OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE,
         QUALITY OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION,
         THE SURFACE AND SUBSURFACE WATER, SOILS AND GEOLOGY; (B) THE INCOME TO
         BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR
         ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MY CONDUCT THEREON;
         (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY
         LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
         AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANT-ABILITY OR FITNESS
         FOR A PARTICULAR PURPOSE OF THE PROPERTY; OR (F) ANY OTHER MATTER WITH
         RESPECT TO THE PROPERTY.  WITHOUT LIMITING THE FOREGOING, SELLER DOES
         NOT AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY REGARDING THE
         PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES (as hereinafter
         defined) ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR
         NONCOMPLIANCE OF THE PROPERTY WITH ENVIRONMENTAL LAWS (as hereinafter
         defined).  For purposes of this Agreement, the term "Environmental
         Laws" shall mean the following federal laws as they may be cited,
         referenced and amended from time to time: the Clean Air Act, the
         Comprehensive Environmental Response, Compensation and Liability Act,
         the Federal Water Pollution Control Act (the Clean Water Act), the
         Occupational Safety and Health Act, the Resource Conservation and
         Recovery Act, the Safe Drinking Water Act, the Superfund Amendments
         and Reauthorization Act, and the Toxic Substances Control Act; any and
         all equivalent environmental laws of the State of Texas, as they may
         be cited, referenced and amended from time to time;  any rules or
         regulations promulgated under and adopted pursuant to the above
         federal and state laws; or any other equivalent federal, state or local
         statute or any requirement, rule, regulation, code or order adopted
         pursuant thereto, including, but not limited to, those relating to the
         generation, transportation, treatment, storage, recycling, disposal,





                                      (19)
<PAGE>   23
         handling or release of "Hazardous Substances", as such term is defined
         herein.  "Hazardous Substances" shall mean flammables, explosives,
         radioactive materials, hazardous wastes, asbestos or any materials
         containing asbestos, polychlorinated biphenyls (PCBs), toxic
         substances or related materials, petroleum, used oil, associated oil
         or natural gas exploration, production and development wastes, or any
         substances defined as "hazardous substances", "hazardous materials",
         "hazardous wastes", or "toxic substances" under the Comprehensive
         Environmental Response, Compensation & Liability Act, as amended, the
         Superfund Amendments and Reauthorization Act, as amended, the
         Hazardous Materials Transportation Act, as amended, the Resource
         Conservation and Recovery Act, as amended, the Hazardous Materials
         Transportation Act, as amended, and the Toxic Substances Control Act,
         as amended, or any other similar law or regulation now or hereafter
         enacted or promulgated by any federal, state, local or governmental
         authority.  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN
         GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS PURCHASING
         THE PROPERTY PURSUANT TO ITS INDEPENDENT EXAMINATION, STUDY,
         INSPECTION AND KNOWLEDGE OF THE PROPERTY AND PURCHASER IS RELYING UPON
         ONLY SELLER'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
         AGREEMENT, ITS OWN DETERMINATION OF THE VALUE OF THE PROPERTY AND USES
         TO WHICH THE PROPERTY MAY BE PUT, AND NOT ON ANY THIRD PARTY
         INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.  PURCHASER FURTHER
         ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE
         PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF
         SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
         VERIFICATION OF SUCH INFORMATION AND SELLER MAKES NO REPRESENTATIONS
         AS TO THE ACCURACY OR CORRECTNESS OF SUCH INFORMATION.  The occurrence
         of the Closing shall constitute an acknowledgment by Purchaser that
         the Property was accepted with representation or warranty, express or
         impled (except for the special warranties of title set forth in the
         Deed and the representations and warranties contained in the Agreement
         which by there terms survive Closing), and otherwise in an "AS IS" and
         "WITH ALL FAULTS" condition based solely on Purchaser's own
         inspection.  The acknowledgments and agreements of Purchaser set forth
         in this Paragraph 11 shall survive the Closing and shall not be merged
         therein.

         12.     Indemnity.

                 (a)      Subject to the other terms and conditions of this
         Agreement, Seller shall hold harmless, indemnify and defend Buyer, its
         successors and assigns and their respective agents, employees,
         officers, trustees, members and retirants and the Property from and
         against any and all obligations, liabilities, claims, liens or
         encumbrances, demands, losses, damages, causes of action, judgments,
         costs and expenses (including attorneys' fees), whether direct,
         contingent or consequential and no matter how arising ("Losses and
         Liabilities") in any way (i) related to the Property and arising or
         accruing during the time prior to the Closing.





                                      (20)
<PAGE>   24
                 (b)     Subject to the other terms and conditions of this 
         Agreement, Buyer shall hold harmless, indemnify and defend Seller, its
         successors and assigns and their respective agents, employees, officers
         and partners, from and against any and all Losses and Liabilities in
         any way related to the Property and arising or accruing after the
         Closing.

                 (c)      The provisions of Paragraph 12 shall survive Closing.

         13.     Risk of Loss.  In the event any of the Property is damaged or
destroyed prior to the Closing Date, and such damage or destruction (a) is
fully covered by Seller's insurance, except for the deductible amounts and any
coinsurance contribution due from Seller thereunder, and the insurer agrees to
timely pay for the entire cost of such repair less such deductible and
coinsurance, and (b) would cost less than One Hundred Thousand Dollars
($100,000.00) to repair or restore, then this Agreement shall remain in full
force and effect and Buyer shall acquire the Property upon the terms and
conditions set forth herein. In such event, Buyer shall receive a credit
against the Purchase Price equal to such deductible and coinsurance amounts,
and Seller shall assign to Buyer all of Seller's right, title and interest in
and to all proceeds of insurance on account of such damage or destruction. In
the event any of the Property is damaged or destroyed prior to the Closing
Date, and such damage or destruction (c) is not fully covered by Seller's
insurance, other than the deductible and coinsurance amounts, and (d) would
cost less than Fifty Thousand Dollars ($50,000.00) to repair or restore, then
the transaction contemplated by this Agreement shall be consummated with Buyer
receiving a credit against the Purchase Price at the Closing in an amount
reasonably determined by Seller and Buyer (after consultation with unaffiliated
experts) to be the cost of repairing such damage or destruction, but in no
event more than One Hundred Thousand Dollars ($100,000.00).  In the event (e)
any of the Property is damaged or destroyed prior to the Closing and the cost
of repair would exceed One Hundred Thousand Dollars ($100,000.00), or (f) if
condemnation proceedings are commenced against a significant portion of the
Property, then, notwithstanding anything to the contrary set forth in this
Paragraph, Buyer shall have the right, at its election, either to terminate
this Agreement in its entirety, or only as to that portion of the Property
subject to condemnation proceedings (in which case there shall be an equitable
adjustment to the Purchase Price), or to not terminate this Agreement and
purchase the Property.  Buyer shall have ten (10) days after Seller notifies
Buyer that any portion of the Property is subject to condemnation proceedings
to make such election by delivery to Seller of an election notice (the
"Election Notice").  Buyer's failure to deliver the Election Notice within such
thirty (30) day period shall be deemed an election to terminate this Agreement
in its entirety. In the event this Agreement is terminated in its entirety or
in part pursuant to this Paragraph, by delivery of notice of termination to
Seller, Buyer and Seller shall each be released from all obligations hereunder
pertaining to that portion of the Property affected by such termination.  In
the event Buyer elects not to terminate this Agreement, Seller shall notify
Buyer that Buyer shall receive an assignment of condemnation proceeds of any
Property taken as a result of such proceeding, in which case this Agreement
shall otherwise remain in full force and effect, and Seller shall be entitled
to any condemnation awards. Any repairs elected to be made by Seller pursuant
to this Paragraph shall be made within one hundred and eighty (180) days
following such damage or destruction and the Closing shall be extended until
the repairs are substantially completed. As used in this Paragraph, the cost to
repair or restore shall include the cost of lost rental revenue.





                                      (21)
<PAGE>   25
         14.      Possession.  Possession of the Property shall be delivered 
to Buyer on the Closing Date (subject to the rights of the tenants in
possession under Leases), provided, however, that prior to the Closing Date
Seller shall afford authorized representatives of Buyer reasonable access to
the Property for purposes of satisfying Buyer with respect to the
representations, warranties and covenants of Seller contained herein and with
respect to satisfaction of any Conditions Precedent to the Closing contained
herein, including, without limitation, a Phase I environmental investigation. 
In the event this Agreement is terminated, Buyer shall restore the Property to
substantially the condition in which it was found. Buyer hereby agrees to
indemnify and hold Seller harmless from any damage or injury to persons or
property caused by Buyer or its authorized representatives during their entry
and investigations prior to the Closing. The indemnity contained in the
preceding sentence shall survive the termination of this Agreement or the
Closing, as applicable, provided that Buyer shall have no liability under such
indemnity unless Seller gives Buyer written notice of any claim it may have
against Buyer under such indemnity within twenty-four (24) months of such
termination or the Closing Date, as applicable.

         15.     Maintenance of the Property and Property Personnel.  Between
Seller's execution of this Agreement and the Closing, Seller shall maintain the
Property in good order, condition and repair, reasonable wear and tear
excepted, shall perform all work required to be performed by the landlord under
the terms of any Lease, and shall make all repairs, maintenance and
replacements of the Improvements and any Tangible Personal Property and
otherwise operate the Property in the same manner as before the making of this
Agreement, as if Seller were retaining the Property. After full execution of
this Agreement and until the Closing, Seller shall maintain all existing
personnel on the Property, if any, in their current employment positions at
their current (or an increased) rate of compensation. Any changes in such
personnel, other than in the ordinary course of business which would not result
in a reduction in the level of management attention or service to the Property,
shall be subject to Buyer's reasonable approval.

         16.     Leasing; Buyer's Consent to New Contracts Affecting the
Property; Termination of Existing Contracts.  Seller shall use commercially
reasonable efforts until Closing to lease any vacant space in the Improvements
to tenants pursuant to Leases in form and content acceptable to Buyer. Seller
shall not, after the date of Seller's execution of this Agreement, enter into
any Lease or contract affecting the Property, or any amendment thereof, or
permit any tenant to enter into any sublease, assignment or agreement
pertaining to the Property, or waive, compromise or settle any rights of Seller
under any contract or Lease, or agree to return any security deposit, or
modify, amend, or terminate any Assumed Contract, without in each case
obtaining Buyer's prior written consent thereto, which consent shall not be
unreasonably withheld or delayed. Buyer shall be deemed to have approved any
request for consent made by Seller pursuant to this paragraph if Buyer fails to
respond to Seller with Buyer's approval or disapproval within five (5) business
days of Seller's request for Buyer's approval. Seller shall terminate prior to
the Closing, at no cost or expense to Buyer, any and all management agreements
or contracts affecting the Property that are not listed on the Schedule of
Agreements.  At Closing, Seller will receive a credit for actual costs
reasonably incurred and documented in connection with Leases entered into by
Seller after the Effective Date.

         17.     Insurance.  Through the Closing Date, Seller shall maintain or
cause to be maintained, at Seller's sole cost and expense:





                                      (22)
<PAGE>   26
                 (a)      a policy or policies of insurance in amounts equal to
         the full replacement value of the Improvements and the Tangible
         Personal Property, insuring against all insurable risks, including,
         without limitation, fire, vandalism, malicious mischief, lightning,
         windstorm, water, earthquake and other perils customarily covered by
         casualty insurance and the costs of demolition and debris removal; and

                 (b)      a policy or policies of workers' compensation an
         employers' liability insurance, commercial general liability
         insurance, and automobile liability insurance, each in the amount and
         form maintained by Seller prior to the date of this Agreement.

         18.     Cooperation with Buyer.  Seller shall cooperate and do all
acts as may be reasonably required or requested by Buyer with regard to the
fulfillment of any Condition Precedent. Seller hereby irrevocably authorizes
Buyer and its agents to make all reasonable inquiries with and applications to
any third party, including any governmental authority, as Buyer may reasonably
require to complete its due diligence.

         19.     Brokers and Finders.  Pursuant to separate agreements, Seller
shall pay L. J. Melody and CB Commercial brokerage commissions for their
services in this transaction and Midway Management a fee for its services.
Except as provided in the foregoing sentence, neither party has had any contact
or dealings regarding the Property, or any communication in connection with the
subject matter of this transaction, through any real estate broker or other
person who can claim a right to a commission or finder's fee in connection with
the sale contemplated herein.  In the event that any other broker or finder
claims a commission or finder's fee based upon any contact, dealings or
communication, the party through whom the broker or finder makes its claim
shall be responsible for said commission or fee and all costs and expenses
(including reasonable attorneys' fees) incurred by the other party in defending
against the same. The party through whom any other broker or finder makes a
claim shall hold harmless, indemnify and defend the other party hereto, its
successors and assigns, agents, employees, officers, trustees, members and
retirants and the Property from and against any and all obligations,
liabilities, claims, demands, liens, encumbrances and losses (including
attorneys' fees), whether direct, contingent or consequential, arising out of,
based on, or incurred as a result of such claim. The provisions of this
Paragraph shall survive the Closing or termination of this Agreement.

         20.     Marketing.  Seller agrees not to enter into any back-up
contracts or letter(s) of intent with any other prospective purchasers during
the term of this Agreement.

         21.     Publicity and Confidentiality.  The parties shall at all times
keep this transaction and any documents received from each other confidential,
except to the extent necessary to (a) comply with applicable law and
regulations, or (b) carry out the obligations set forth in this Agreement. Any
such disclosure to third parties shall indicate that the information is
confidential and should be so treated by the third party.  No press release or
other public disclosure may be made by Seller or Buyer or any of its agents
concerning this transaction without the prior written consent of the other
party.





                                      (23)
<PAGE>   27
         22.     Exculpation of Buyer.  This Agreement is being executed by and
on behalf of Buyer.  Seller acknowledges and agrees that all persons dealing
with Buyer must look solely to the amount of liquidated damages provided in
Paragraph 7 for the enforcement of any claims against or liability of Buyer.
No present or future officer, director, employee, trust manager, Shareholder or
agent of Buyer shall have any personal liability, directly or indirectly, and
recourse shall not be had against any such officer, director, employee, trust
manager, shareholder or agent, under or in connection with this Agreement or
any other document or instrument heretofore or hereafter executed in connection
with this Agreement.  Seller hereby waives and releases any and all such
personal liability and recourse.  The limitations of liability provided in this
Paragraph are in addition to, and not in limitation of, any limitation on
liability applicable to Buyer provided by law or in any other contract,
agreement or instrument.

         23.     Exculpation of Seller.  Borrower acknowledges and agrees that
all persons dealing with Seller must look solely to the remedies provided in
Paragraph 7 for the enforcement of any claims against a liability of Seller.
No present or future officer, director, employee, trust manager, Shareholder or
agent of Seller shall have any personal liability, directly or indirectly, and
recourse shall not be had against any such officer, director, employee, trust
manager, shareholder or agent, under or in connection with this Agreement or
any other document or instrument heretofore or hereafter executed in connection
with this Agreement.  Buyer hereby waives and releases any and all such
personal liability and recourse.  The limitations of liability provided in this
Paragraph are in addition to, and not in limitation of, any limitation on
liability applicable to Seller provided by law or in any other contract,
agreement or instrument.

         23.     Miscellaneous.

                 (a)      Notices.  Any notice, consent or approval required or
         permitted to be given under this Agreement shall be in writing and
         shall be deemed to have been given upon (i) hand delivery, (ii) one
         (1) business day after being deposited with Federal Express or another
         reliable overnight courier service or next day delivery, (iii) being
         transmitted by facsimile telecopy, or (iv) two (2) business days after
         being deposited in the United States mail, registered or certified
         mail, postage prepaid, return receipt required, and addressed as
         follows:

                 If to Seller:             Midway/Commerce Center, L.P.
                                           c/o The Midway Companies
                                           5200 San Felipe
                                           Houston, Texas 77056-2797
                                           Attn: Mr. Bruce Fincher
                                           Fax No.: 713/629-5235
                                           Telephone No.: 713/629-5200





                                      (24)
<PAGE>   28
                 With a copy to:           Coats, Rose, Yale, Holm, Ryman & Lee
                                           800 First City Tower
                                           1001 Fannin
                                           Houston, Texas 77002-6707
                                           Attn: Barry J. Palmer, Esq.
                                           Fax No.: (713) 651-0220
                                           Telephone No.: (713) 653-7395
                                           
                 And to:                   Arthur Capital Group
                                           70 East Lake Street, Suite 600
                                           Chicago, Illinois 60601
                                           Attn: Mr. Jim Weber
                                           Fax No.: 312/553-0440
                                           Telephone No.: 312/629-3484
                                           
                 If to Seller:             American Industrial Properties REIT
                                           6210 North Beltline, Suite 170
                                           Irving, Texas 75063-2656
                                           Attn:  Mr. Lewis D. Friedland
                                           Fax No.:  (972) 756-0704
                                           Telephone No.:  (972) 756-6000

                 And a copy to:            Liddell, Sapp, Zivley, Hill & 
                                              LaBoon, L.L.P.
                                           2200 Ross Avenue, Suite 900
                                           Dallas, Texas  75201
                                           Attn:  Brad B. Hawley
                                           Fax No.: (214) 220-4899
                                           Telephone No.: (214) 220-4888

         or such other address as either party may from time to time specify in
writing to the other.

                 (b)      Successors and Assigns.  This Agreement shall be
         binding upon, and inure to the benefit of, the parties hereto and
         their respective successors, heirs, administrators and assigns.
         Neither Buyer nor Seller shall assign its right, title and interest in
         and to this Agreement without the other party's prior written consent
         unless any such assignment is to an affiliate of Buyer or Seller(an
         entity controlled by the Buyer or Seller or an entity in which the
         Buyer or Seller owns a majority ownership interest), as the case may
         be, in which event no such consent shall be required.

                 (c)      Amendments.  Except as otherwise provided herein,
         this Agreement may be amended or modified only by a written instrument
         executed by Seller and Buyer.

                 (d)      Governing Law.  This Agreement shall be governed by
         and construed in accordance with the laws of the State of Texas.





                                      (25)
<PAGE>   29
                 (e)      Merger of Prior Agreements.  This Agreement and the
         exhibits hereto constitute the entire agreement between the parties
         and supersede all prior agreements and understandings between the
         parties relating to the subject matter hereof, including without
         limitation, that certain Letter of Intent dated August 18, 1997,
         executed by Buyer and Seller (the "Letter of Intent"), as the same may
         have been amended, which shall be of no further force or effect upon
         execution of this Agreement by Buyer and Seller.

                 (f)      Enforcement.  In the event a dispute arises
         concerning the performance, meaning or interpretation of any provision
         of this Agreement, the defaulting party or the party not prevailing in
         such dispute shall pay any and all costs and expenses incurred by the
         other party in enforcing or establishing its rights hereunder,
         including, without limitation, court costs and attorneys' fees.  In
         addition to the foregoing award of attorneys' fees to the prevailing
         party, the prevailing party in any lawsuit on this Agreement shall be
         entitled to its attorneys' fees incurred in any post judgment
         proceedings to collect or enforce the judgment.  This provision is
         separate and several and shall survive the merger of this Agreement
         into any judgment on this Agreement.

                 (g)      Time of the Essence.  Time is of the essence of this
         Agreement.

                 (h)      Severability.  If any provision of this Agreement, or
         the application thereof to any person, place, or circumstance, shall
         be held by a court of competent jurisdiction to be invalid,
         unenforceable or void, the remainder of this Agreement and such
         provisions as applied to other persons, places and circumstances shall
         remain in full force and effect.

                 (i)      Exhibits.  All exhibits attached hereto are
         incorporated herein as though fully set forth herein.

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

                                         Seller:
                                         
                                         MIDWAY/COMMERCE CENTER, L.P.,
                                         a Texas limited partnership
                                         
                                         By:   Midway Commerce Center 
                                                 Associates, L.P.,
                                               its general partner
                                         
                                         By:   Midway Equities, Inc.,
                                               its general partner
                                         
                                         
                                               By:  /s/ D. Bruce Fincher
                                                    ----------------------------
[SELLER TO INITIAL                             Name: D. Bruce Fincher
SUBPARAGRAPH 7(a)]                                   ---------------------------
                                               Title: President
                                                      --------------------------




                                      (26)
<PAGE>   30

                                         Buyer:

                                         AMERICAN INDUSTRIAL PROPERTIES REIT,
                                         a Texas real estate investment trust


                                         By:    /s/ Lewis D. Friedland      
                                                --------------------------------
[BUYER TO INITIAL                        Name:  Lewis D. Friedland
SUBPARAGRAPH 7(a)]                              --------------------------------
                                         Title: Vice President
                                                --------------------------------

Partners Title Company agrees to act as Escrow Holder and disburse and/or apply
the Earnest Money in accordance with the terms of this Agreement and to comply
with the terms and provisions of Paragraph 21 of this Agreement.  Partners
Title Company agrees to comply with all reporting requirements of Section 6045
of the United States Internal Revenue Code and the regulations promulgated
thereunder.

                                         PARTNERS TITLE COMPANY


                                         By:    /s/ Karen Highfield 
                                                --------------------------------
                                         Its:   Vice President
                                                --------------------------------
                                         Dated: October 8, 1997
                                                --------------------------------




                                      (27)
<PAGE>   31
                                LIST OF EXHIBITS

<TABLE>
<CAPTION>
                                                               Section Reference
                                                               -----------------

<S>      <C>     <C>      <C>                                        <C>
Exhibit  A       -        Description of Land                        l(a)
Exhibit  B       -        Inventory of Tangible Personal            
                          Property                                   l(d)
Exhibit  C       -        Deed                                       3(a)
Exhibit  D       -        Bill of Sale                               3(b)
Exhibit  E       -        Assignment and Assumption of              
                          Intangible Property                        3(c)
Exhibit  F       -        Assignment of Leases                       3(c)
Exhibit  G       -        Surveyor's Certificate                     4(a)(ii)
Exhibit  H       -        Environmental Reports                      4(a)(vi)
Exhibit  I       -        Rent Roll                                  4(a)(vii)
Exhibit  J       -        Notice of Lease Assignment                 8(c)(vii)
Exhibit  K       -        Certificate of Transferor Other           
                          Than an Individual (FIRPTA)                8(c)(ix)
                          Affidavit)                                
Exhibit  L       -        Tenant Estoppel                            6(f)
</TABLE>


(THE EXHIBITS HAVE BEEN OMITTED, BUT SHALL BE PROVIDED TO THE SECURITIES AND
EXCHANGE COMMISSION UPON REQUEST.)





                                      (28)

<PAGE>   1
                                                                     EXHIBIT 2.2


                               FIRST AMENDMENT TO
                          PURCHASE AND SALE AGREEMENT

         This First Amendment To Purchase and Sale Agreement (this "First
Amendment") is entered into on this the 22nd day of October, 1997, by and
between Midway/Commerce Center Limited Partnership, a Texas limited partnership
(hereinafter referred to as "Seller"), and American Industrial Properties REIT,
a Texas real estate investment trust (hereinafter referred to as "Purchaser").

                              W I T N E S S E T H:

         WHEREAS, Seller and Purchaser entered into a Purchase and Sale
Agreement (hereinafter referred to as the "Contract") dated as of September 24,
1997, pursuant to which Seller agreed to sell to Purchaser and Purchaser agreed
to purchase from Seller, in accordance with the terms and conditions thereof,
20.8 acres of land located in Houston, Harris County, Texas, and all
improvements thereon (the real property and all improvements hereinafter
referred to collectively as the "Property"), which Property is more
particularly described by metes and bounds on Exhibit "A" attached to the
Contract; and

         WHEREAS, Seller and Purchaser desire to amend the Contract to more
accurately describe the name of the Seller and to extend the Due Diligence
Period an additional ten (10) days.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller and Purchaser agree as follows:

1.               Seller and Purchaser acknowledge that Midway/Commerce Center,
         L.P., a Texas limited partnership, named as Seller in the Contract,
         and Midway/Commerce Center Limited Partnership, a Texas limited
         partnership, are one and the same entity.

2.               Pursuant to this First Amendment, the name of the Seller in
         the Contract is hereby amended to Midway/Commerce Center Limited
         Partnership, a Texas limited partnership.  Any documents executed by
         Seller in connection with the sale of the Property to Purchaser shall
         reflect that the name of the Seller is Midway/Commerce Center Limited
         Partnership, a Texas limited partnership.

3.               Seller and Purchaser acknowledge and agree that the Due
         Diligence Period as defined in Section 5 (a) of the Contract during
         which time Purchaser shall review the Preliminary Documents, the
         physical condition of the Property and such other items as Purchaser
         deems necessary in order for Purchaser to determine whether the
         Property is acceptable to Purchaser is extended until Monday, November
         3, 1997.

4.               Seller and Purchaser acknowledge that the extension of the Due
         Diligence Period pursuant to this First Amendment shall not affect the
         Closing Date as defined in Section 8 (b) of the Contract.  The Closing
         of the sale of the Property pursuant to the Contract shall occur no
         later than Monday, November 10, 1997.

5.               All terms, obligations and conditions in the Contract not
         superseded or amended by any provision of this First Amendment shall
         remain in full force and effect as originally
<PAGE>   2
         written in the Contract.  All capitalized terms used herein and not
         otherwise defined herein shall have the meaning assigned to such terms
         in the Contract.

6.               This First Amendment shall be binding upon and inure to the
         benefit of the successors and assigns of Seller, and shall be binding
         upon and inure to the benefit of Purchaser, its successors, and to the
         extent assignment may be made pursuant to the Contract, Purchaser's
         assigns.  The pronouns of any gender shall include the other gender,
         and either the singular or the plural shall include the other.

7.               All references to the Contract in any document heretofore or
         hereafter executed shall be deemed to refer to the Contract, as
         amended by this First Amendment.

8.               This First Amendment may be executed in two or more
         counterparts, and it shall not be necessary that any one of the
         counterparts be executed by all of the parties hereto.  Each fully or
         partially executed counterpart shall be deemed an original, but all
         such counterparts taken together shall constitute but one and the same
         instrument.

         In witness whereof, the parties hereto have executed this First
Amendment on the date first written above.

                                    SELLER:

                                    Midway/Commerce Center Limited Partnership,
                                    a Texas limited partnership

                                    By:    Midway Commerce Center 
                                              Associates, L.P.,  
                                           its general partner

                                           By:     Midway Equities, Inc., its
                                                   general partner

                                           By:     /s/ D. Bruce Fincher
                                                   -----------------------------
                                           Name:   D. Bruce Fincher   
                                                   -----------------------------
                                           Title:  President          
                                                   -----------------------------

                                    PURCHASER:
                                    
                                    American Industrial Properties REIT,
                                    a Texas real estate investment trust
                                    
                                    By:     /s/ Marc A. Simpson
                                            ------------------------------------
                                    Name:   Marc A. Simpson    
                                            ------------------------------------
                                    Title:  Vice President     
                                            ------------------------------------

<PAGE>   1
                                                                     EXHIBIT 2.3


                              SECOND AMENDMENT TO
                          PURCHASE AND SALE AGREEMENT

         This Second Amendment To Purchase and Sale Agreement (this "Second
Amendment") is entered into effective as of October 31, 1997, by and between
Midway/Commerce Center Limited Partnership, a Texas limited partnership
(hereinafter referred to as "Seller"), and American Industrial Properties REIT,
a Texas real estate investment trust (hereinafter referred to as "Purchaser").

                              W I T N E S S E T H:

         WHEREAS, Seller and Purchaser entered into a Purchase and Sale
Agreement (hereinafter referred to as the "Contract") dated as of September 24,
1997, pursuant to which Seller agreed to sell to Purchaser and Purchaser agreed
to purchase from Seller, in accordance with the terms and conditions thereof,
20.8 acres of land located in Houston, Harris County, Texas, and all
improvements thereon (the real property and all improvements hereinafter
referred to collectively as the "Property"), which Property is more
particularly described by metes and bounds on Exhibit "A" attached to the
Contract; and

         WHEREAS, the Contract was amended pursuant to that certain First
Amendment to Purchase and Sale Agreement (the "First Amendment") dated October
22, 1997, to more accurately describe the name of the Seller and extend the Due
Diligence Period an additional ten (10) days.

         WHEREAS, pursuant to this Second Amendment, Seller and Purchaser
desire to amend the Contract to extend the Due Diligence Period and the Closing
Date.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller and Purchaser agree as follows:

1.               The Due Diligence Period as defined in Section 5(a) of the
         Contract and amended pursuant to the First Amendment during which time
         Purchaser shall review the Preliminary Documents, the physical
         condition of the Property and such other items as Purchaser deems
         necessary in order for Purchaser to determine whether the Property is
         acceptable to Purchaser is extended an additional four (4) days from
         Monday, November 3, 1997 to Friday, November 7, 1997.

2.               The Closing Date as defined in Section 8(b) of the Contract is
         extended an additional ten (10) days and shall occur no later than
         Thursday, November 20, 1997 (the "Extension Period").

3.               Purchaser acknowledges that in consideration of Seller
         agreeing to extend the Closing Date pursuant to this Second Amendment,
         Purchaser agrees to pay to Seller an additional $10,000 for every day
         during the Extension Period (beginning Tuesday, November 11, 1997, and
         ending Thursday, November 20, 1997) that Purchaser fails to close the
         sale of the Property.  In no event shall the Closing be extended
         beyond the Extension Period.

4.               All terms, obligations and conditions in the Contract not
         superseded or amended by any provision of this Second Amendment shall
         remain in full force and effect as originally written
<PAGE>   2
         in the Contract.  All capitalized terms used herein and not otherwise
         defined herein shall have the meaning assigned to such terms in the
         Contract.

5.               This Second Amendment shall be binding upon and inure to the
         benefit of the successors and assigns of Seller, and shall be binding
         upon and inure to the benefit of Purchaser, its successors, and to the
         extent assignment may be made pursuant to the Contract, Purchaser's
         assigns.  The pronouns of any gender shall include the other gender,
         and either the singular or the plural shall include the other.

6.               All references to the Contract in any document heretofore or
         hereafter executed shall be deemed to refer to the Contract, as
         amended by this Second Amendment.

7.               This Second Amendment may be executed in two or more
         counterparts, and it shall not be necessary that any one of the
         counterparts be executed by all of the parties hereto.  Each fully or
         partially executed counterpart shall be deemed an original, but all
         such counterparts taken together shall constitute but one and the same
         instrument.

         In witness whereof, the parties hereto have executed this Second
Amendment to be effective for all purposes on the date first written above.

                                  SELLER:
                                  
                                  Midway/Commerce Center Limited Partnership,
                                  a Texas limited partnership
                                  
                                  By:   Midway Commerce Center Associates, L.P.,
                                        its general partner
                                  
                                        By:     Midway Equities, Inc., 
                                                its general partner
                                  
                                                By:     /s/ D. Bruce Fincher   
                                                        ------------------------
                                                Name:   D. Bruce Fincher       
                                                        ------------------------
                                                Title:  President              
                                                        ------------------------
                                  
                                  Date:    November 3, 1997
                                  
                                  PURCHASER:
                                  
                                  American Industrial Properties REIT, a
                                  Texas real estate investment trust
                                  
                                  By:      /s/ Lewis D. Friedland              
                                           -------------------------------------
                                  Name:    Lewis D. Friedland                  
                                           -------------------------------------
                                  Title:   Vice President
                                           -------------------------------------
                                  
                                  Date:    November 3, 1997







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