Exhibit 2.23

                         AGREEMENT OF PURCHASE AND SALE

         THIS AGREEMENT (the "AGREEMENT") is made and entered into as of this
21st day of July, 1999, by and between FIRST INDUSTRIAL FINANCING PARTNERSHIP,
L.P., a Delaware limited partnership ("SELLER"), and COPT ACQUISITIONS, INC., a
Delaware corporation, or its assignee ("PURCHASER").

         1.       SALE.

         Seller agrees to sell and convey to Purchaser, and Purchaser agrees to
purchase from Seller, for the purchase price set forth below and on the terms
and conditions set forth in this Agreement, the Project (as hereinafter
defined), including those certain buildings, each of which contains
approximately that number of net rentable square feet specified on EXHIBIT A
attached hereto (the "BUILDINGS"). The Buildings are commonly known by the
street addresses described on EXHIBIT A. For purposes of this Agreement, the
term, "PROJECT" shall be deemed to mean, on a collective basis: (a) the parcels
of land described in EXHIBIT B, attached hereto (the "Land"), together with all
rights, easements and interests appurtenant thereto including, but not limited
to, any streets or other public ways adjacent to said Land and any water or
mineral rights owned by, or leased to, Seller; (b) all improvements located on
the Land, including, but not limited to, the Buildings, and all other on-site
structures, systems, and utilities associated with, and utilized by Seller in
the ownership and operation of the Buildings (all such improvements being
referred to herein as the "IMPROVEMENTS"), but excluding improvements, if any,
owned by any tenant(s) located therein; (c) Seller's interest in all leases and
other agreements to occupy all or any portion of the Project that are in effect
on the Contract Date including, but not limited to, any New Leases (as defined
in SECTION 8.2.1) (the "LEASES"); (d) all equipment, fixtures, machinery and
personalty of every description that is owned by Seller (rather than any tenant
under the Leases or any third party) attached to or used exclusively in
connection with the Project (the "PERSONAL PROPERTY"); (e) all trademarks,
tradenames, development rights, building names and entitlements and other
similar assignable intangible personal property owned by Seller and used
exclusively in connection with the ownership, operation and maintenance of the
Land and the Improvements (the "INTANGIBLE PERSONAL PROPERTY"); (f) the
Approvals (as defined in EXHIBIT D) issued to Seller in connection with the
ownership of the Project to the extent the same are assignable; and (g) to the
extent assignable, subject to proprietary rights therein and without recourse to
Seller, all of Seller's right, title and interest in and to all guaranties and
warranties issued with respect to the Improvements, if any, architectural plans,
drawings and specifications, if any, describing the Improvements, and all
surveys, maps, engineering reports and other technical descriptions of the
Project (collectively, the "REPORTS").

         2.       PURCHASE PRICE.

         The total purchase price to be paid to Seller by Purchaser for the
Project shall be Thirty-Nine Million Five Hundred Thousand and No/100 Dollars
($39,500,000.00), which amount has been allocated among the Buildings as
described on EXHIBIT A (the "PURCHASE PRICE"). Provided that all conditions
precedent to Purchaser's and Seller's obligations to close as set forth in this
Agreement ("CONDITIONS PRECEDENT") have been satisfied and fulfilled, or waived
in writing by Purchaser, the Purchase Price shall be paid to Seller at Closing,
plus or minus prorations and other adjustments hereunder, by federal wire
transfer of immediately available funds.

         3.       CLOSING.

         3.1. CLOSING DATE. The purchase and sale contemplated herein shall be
consummated at a closing ("CLOSING") to take place by mail or at the offices of
Purchaser's counsel, Morgan, Lewis & Bockius LLP, 1701 Market Street,
Philadelphia, Pennsylvania 19103-2921, with a representative of the Title
Company (as hereinafter defined) in attendance and receiving and disbursing
funds. The Closing shall occur (i) within thirty (30) days after the Approval
Date (as hereinafter defined) (the "INITIAL CLOSING DATE"), or (ii) in the event
Purchaser timely exercises its Closing Date Extension Right (as hereinafter
defined) pursuant to SECTION 6.5 hereof, within 60 days after the Approval Date
(the "EXTENDED CLOSING DATE"),



or (iii) at such other time as the parties may agree upon in writing (the date
upon which Closing occurs pursuant to item (i), (ii) or (iii) above, the
"CLOSING Date"). The Closing shall be effective as of 11:59 p.m. on the Closing
Date.

         3.2. CONDITIONS TO CLOSING. It is a Condition Precedent to Purchaser's
obligations to proceed to Closing that, as of the Closing Date (i) Seller has
performed all of its covenants hereunder in all material respects, (ii) the
Project is delivered to Purchaser at Closing free and clear of any occupants or
rights to possession other than tenants under the Leases; (iii) the Title
Company has issued or is prepared to issue the Title Policies (defined below) or
marked up title commitments therefor at Closing, and (iv) Seller shall have
delivered Estoppel Certificates (defined below) satisfying at least the Required
Estoppel Amount (defined below). If any Condition Precedent to Purchaser's
obligations hereunder is not fulfilled, or waived in writing by Purchaser,
Purchaser may, in its sole discretion and as its sole remedy hereunder, at law
or in equity, elect either (x) to terminate this Agreement by delivery of
written notice to Seller, whereupon the Earnest Money, together with all
interest earned thereon, shall be promptly returned to Purchaser and neither
party shall have any further liability hereunder, except as otherwise expressly
provided in SECTIONS 6.3, 17 and 20 below; or (y) proceed to Closing and waive
the failure of the applicable Condition Precedent. It shall also be a Condition
Precedent to Purchaser's obligation to proceed to Closing that during the period
between the Approval Date and the Initial Closing Date, tenants leasing no more
than 5% of the aggregate square footage of the Project as set forth on EXHIBIT A
shall vacate or abandon the Project other than pursuant to the scheduled
expiration of the applicable Leases (the "OCCUPANCY CONDITION"); provided,
however, that the foregoing Occupancy Condition shall not be applicable to the
period, if any, between the Initial Closing Date and the Extended Closing Date,
and any vacation or abandonment of the Project during such period by one or more
tenants, whether pursuant to the scheduled expiration of any such tenant's Lease
or otherwise, shall not constitute the failure of a Condition Precedent
hereunder. It shall be a further Condition Precedent to Purchaser's obligation
to proceed to Closing that all of Seller's representations and warranties
hereunder that were true and correct in all material respects as of the date of
the Approval Date Certificate (defined below) remain true and correct in all
material respects as of the Initial Closing Date (the "REPRESENTATION
CONDITION"); provided, however, that the Representation Condition shall not be
applicable to the period, if any, between the Initial Closing Date and the
Extended Closing Date and the untruth or inaccuracy of any representation and
warranty of Seller as of the Extended Closing Date that was true and correct in
all material respects as of the date of the Approval Date Certificate and the
Initial Closing Date shall not constitute the failure of a Condition Precedent
hereunder. For purposes of determining those representations and warranties made
by Seller to Purchaser that remain true and correct in all material respects as
of the Approval Date, Seller shall deliver to Purchaser, not later than three
(3) days prior to the Approval Date, a certificate (the "APPROVAL DATE
CERTIFICATE") certifying that all of Seller's representations and warranties
made as of the Contract Date remain true and correct as of the date of such
Approval Date Certificate, except for changes and qualifications specified by
Seller in such Approval Date Certificate so as to make the Approval Date
Certificate true and correct in all material respects. The representations,
warranties and certifications contained in such Approval Date Certificate shall
be made by Seller to the standard of knowledge, if any, contained herein for the
applicable representations, warranties or certification and subject to all of
the terms, conditions and limitations contained in SECTION 22 of this Agreement.
Notwithstanding anything contained herein to the contrary, if either or both of
the Representation Condition and the Occupancy Condition is not fulfilled, or
waived in writing by Purchaser, Purchaser may, in its sole discretion and as its
sole remedy hereunder, at law or in equity, elect either (aa) to terminate this
Agreement by delivery of written notice to Seller not later than the Initial
Closing Date, whereupon the Earnest Money, together with all interest earned
thereon, shall be promptly returned to Purchaser and neither party shall have
any further liability hereunder, except as otherwise expressly provided in
SECTIONS 6.3, 17 and 20 below; or (bb) proceed the Closing and waive the failure
of the applicable Condition Precedent.

         4.       EARNEST MONEY.

         4.1. ESCROWEE. On the Contract Date, the parties shall enter into an
escrow agreement in the form attached hereto as EXHIBIT C (the "ESCROW
AGREEMENT," the escrow



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created thereby being referred to herein as the "Escrow"), designating
Commonwealth Land Title Insurance Company as the escrowee thereunder
("ESCROWEE"). The parties hereby authorize their respective attorneys to execute
the Escrow Agreement and to make such amendments thereto as they shall deem
necessary or convenient to close the transaction contemplated hereby.

         4.2. EARNEST MONEY DEPOSIT. Not later than three (3) business days
after Seller's execution and delivery of this Agreement (the date of such
execution and delivery, the "CONTRACT DATE"), Purchaser shall deposit into the
Escrow, in accordance with the terms of the Escrow Agreement, and as its initial
earnest money deposit (the "INITIAL EARNEST MONEY"), the sum of Five Hundred
Thousand and No/100 Dollars ($500,000.00). In the event Purchaser elects to
exercise its Closing Date Extension Right pursuant to SECTION 6.5 below,
Purchaser shall deposit within three (3) business days following the delivery of
the Closing Date Extension Notice (as defined in SECTION 6.5 below), as an
additional earnest money deposit (the "ADDITIONAL EARNEST MONEY"), the sum of
Five Hundred Thousand and No/100 Dollars ($500,000.00). The Initial Earnest
Money and the Additional Earnest Money shall be hereinafter collectively
referred to as the "EARNEST MONEY". The Earnest Money shall be invested by the
Escrowee in an interest-bearing account with an FDIC-insured, national bank
having gross assets in excess of $1,000,000,000.00 (an "APPROVED DEPOSITORY").

         4.3. APPLICATION AT CLOSING. At Closing, the Earnest Money shall be
delivered to Seller and credited against the Purchase Price. All interest (if
any) earned on the Earnest Money shall be paid to Purchaser, except in the event
of Purchaser's breach of its obligations under this Agreement resulting in
Seller's termination of this Agreement (as hereinafter provided), whereupon the
Earnest Money and all interest earned thereon shall be paid to Seller. All
Earnest Money shall be appropriately dealt with by the Escrowee so as to be
delivered to Seller or Purchaser, as the case may be, as provided herein and as
provided in the Escrow Agreement.

         5.       SELLER'S DELIVERIES.

         Prior to the execution of this Agreement, Seller has, to Seller's
knowledge, delivered or made available to Purchaser all of the documents,
materials, information and agreements described on EXHIBIT D attached hereto
that are in Seller's possession or reasonable control (the "DOCUMENTS"),
including, but not limited to, those documents, materials, information and
agreements identified on EXHIBIT D-1 to this Agreement (the "SCHEDULED
DOCUMENTS"). Seller shall continue to make available to Purchaser or its agents
for inspection at the Harrisburg, Pennsylvania office of First Industrial Realty
Trust, Inc., a Maryland corporation ("FR"), all, to Seller's knowledge, of the
Documents in Seller's possession or reasonable control, which were not
previously delivered by Seller to Purchaser pursuant to the correspondence and
corollary documentation described on SCHEDULE 5 attached hereto.

         6.       INSPECTION PERIOD.

         6.1. BASIC PROJECT INSPECTION. At all times prior to Closing, including
times following the "INSPECTION PERIOD" (which Inspection Period is defined to
be the period from and after the Contract Date and continuing through and
including the date that is thirty (30) days after the Contract Date), Purchaser,
its agents and representatives shall be entitled to conduct a "BASIC PROJECT
INSPECTION," which will include the rights to: (i) enter upon the Land and
Improvements, on reasonable notice to Seller, to perform inspections and tests
of the Project, (ii) make investigations with regard to environmental and other
legal requirements, (iii) review the tenant leases and other contracts affecting
the Project, and (iv) upon three (3) business days' prior written notice to
Seller affording Seller the opportunity to be present at such interview,
interview any tenant of the Project with respect to its current and prospective
occupancy of the Project. If Purchaser determines that the results of any
inspection, test, examination or review do not meet Purchaser's criteria, in its
sole discretion, for the purchase, financing or operation of the Project in the
manner contemplated by Purchaser, then Purchaser may terminate this Agreement by
written notice to Seller (the "TERMINATION NOTICE"), with a copy to Escrowee,
given not later than the last day of the Inspection Period (the "APPROVAL



                                       3

DATE"). If Purchaser fails to timely deliver a Termination Notice to Seller
prior to the Approval Date, Purchaser shall be automatically deemed to have
waived its right to terminate this Agreement pursuant to this SECTION 6.1. Upon
the timely termination of this Agreement by Purchaser in accordance with the
terms of this SECTION 6.1, the Initial Earnest Money, together with all interest
thereon, shall be returned to Purchaser and neither party shall have any further
liability to the other hereunder, except as provided in SECTIONS 6.3, 17 and 20
below.

         6.2. ENVIRONMENTAL ASSESSMENT AND ADDITIONAL PERIOD. During the
Inspection Period, Purchaser shall have the right to employ one or more
environmental consultants or other professional(s) to perform a so-called "Phase
I" environmental inspection and assessment (the "ASSESSMENT") of the Project,
and Seller acknowledges and consents to such Assessment. Seller shall reasonably
cooperate with Purchaser and its environmental consultants (but without third
party expense to Seller). In the event that (i) the results of the Assessment
are inconclusive or reveal material environmental matters unacceptable to
Purchaser, in its sole judgment, or (ii) Purchaser has not received or has not,
in its sole judgment, had adequate time to review updated Surveys of the Project
(but not the Surveys delivered by Seller, which Purchaser shall be required to
review on or prior to the Approval Date), then Purchaser, at its sole option but
provided that Purchaser satisfies all of the conditions described in the next
sentence, after prior written notice to Seller delivered on or prior to the
Approval Date, shall be entitled to extend the Inspection Period for 15 days
following the Approval Date (the "ADDITIONAL PERIOD"), for the limited purposes
of allowing and accommodating (x) additional required environmental inspections
and tests (the "ADDITIONAL ASSESSMENT"), whether involving an ASTM "Phase II"
evaluation or otherwise (provided the scope of such Additional Assessment has
been approved by Seller, which approval shall not be unreasonably withheld or
delayed), and/or (y) additional review of the updated Surveys, as the case may
be, and for no other purposes whatsoever. If Purchaser timely exercises its
right to extend the Inspection Period by the Additional Period, Purchaser shall
be required to provide written notice to Seller, on or prior to the Approval
Date, certifying to Seller that Purchaser (aa) has obtained financing for the
Project (or has sufficient capital proceeds available to consummate the
transactions contemplated hereby without financing) and completed the Basic
Project Inspection; and (bb) Purchaser is satisfied with the condition of the
Project and Purchaser's underwriting of the Project, including, but not limited
to, the physical condition of the Project and the status of the tenancies,
subject only to the Additional Assessment with regard to the environmental
condition of the Project and/or the completion of Purchaser's review and
approval of the updated Surveys, whereupon Purchaser shall have no further right
to terminate this Agreement by delivery of a Termination Notice on or prior to
the Approval Date. Such Additional Period, if applicable, shall automatically
and concomitantly extend the Initial Closing Date and Extended Closing Date, if
applicable, on a day-to-day basis, for all relevant purposes hereunder. If (i)
Purchaser has elected to extend the Inspection Period by the Additional Period
for the limited purposes described in this SECTION 6.2; and (ii) any Additional
Assessment conducted by Purchaser reveals any environmental condition(s) that
either were not known to Purchaser as of the Approval Date or were known to
Purchaser but not capable of being reasonably evaluated on the basis of
information available to Purchaser and which, in Purchaser's sole judgment,
would have a material adverse affect on the ownership, use or operation of the
Project, Purchaser may elect to terminate this Agreement by written notice to
Seller (an "ADDITIONAL PERIOD TERMINATION NOTICE"), with a copy to Escrowee,
given not later than the last day of the Additional Period, which Additional
Period Termination Notice shall contain a reasonably detailed description of the
environmental conditions revealed by the Additional Assessment together with a
certification made by Purchaser to Seller that Purchaser either (i) had no
knowledge of such environmental conditions as of the Approval Date or (ii) had
knowledge of such environmental condition but lacked sufficient information to
reasonably evaluate such condition. If (a) Purchaser satisfies all of the
conditions described in the preceding sentence and (b) timely delivers an
Additional Period Termination Notice on or prior to the expiration of the
Additional Period, this Agreement shall be deemed properly terminated, whereupon
the Earnest Money, together with all interest earned thereon, shall be promptly
returned to Purchaser and neither party shall have any further liability
hereunder, except as otherwise provided in SECTION 6.3, 17 and 20.



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         6.3. PURCHASER'S UNDERTAKING. Purchaser hereby covenants and agrees
that it shall cause all studies, investigations and inspections (including, but
not limited to, the Assessment and any Additional Assessment), performed at the
Project pursuant to this SECTION 6 to be performed in a manner that does not
unreasonably disturb or disrupt the tenancies or business operations of the
Project's tenant(s). Further, in connection with Purchaser's exercise of its
rights under this Agreement, if the Closing fails to occur for any reason
whatsoever, Purchaser hereby covenants and agrees to repair any physical damage
that occurs to the Project due to the exercise by Purchaser (or any person
acting on the behalf or at the request of Purchaser including, without
limitation, its agents, employees, independent contractors, consultants or
representatives) of its rights pursuant to this Agreement (or any entry onto the
Project prior to the date of this Agreement for purposes comparable to those
described in SECTION 6.1), including, without limitation, the right to conduct
the Basic Project Inspection or the Assessment, at Purchaser's sole cost and
expense, and to return the Project to the same condition as existed immediately
prior to the initial entry onto the Project or any portion thereof (or, to the
extent such restoration is not practicable, to a condition of equal or greater
value). During the Inspection Period, Purchaser, its engineers, architects,
employees, contractors and agents shall maintain public liability insurance
policies insuring against claims arising as a result of the Basic Project
Inspection. Said insurance policies shall include personal injury and property
damage coverage, in the amount of not less than $1,000,000 per occurrence and
$5,000,000 annual general aggregate per location. Said insurance policies shall
be issued by an insurance agency with a Best Rating of A-IX or better and
otherwise be reasonably acceptable to Seller and licensed to do business in the
Commonwealth of Pennsylvania. Prior to the commencement of the Basic Project
Inspection, Purchaser shall deliver to Seller, insurance certificates (on ACORD
Form 27) naming Seller as an additional insured and reflecting the coverage
required in this SECTION 6.3. Purchaser hereby indemnifies, protects, defends
and holds Seller harmless from and against any and all losses, damages, claims,
causes of action, judgments, damages, costs and expenses (but in no event any
consequential or speculative damages) that Seller suffers or incurs as a result
of any damage caused at, to, in, or at the Project as a result of any or all of
the studies, investigations and inspections (including, but not limited to, the
Assessment), that Purchaser elects to perform (or cause to be performed)
pursuant to this Agreement. Purchaser's undertaking pursuant to this SECTION 6.3
shall indefinitely survive the Closing or termination of this Agreement.

         6.4. CONFIDENTIALITY. Each party agrees to maintain in confidence, the
information contained in this Agreement or pertaining to the sale contemplated
hereby and the information and data furnished or made available by Seller to
Purchaser, its agents and representatives in connection with Purchaser's
investigation of the Project and the transactions contemplated by the Agreement;
provided, however, that each party, its agents and representatives may disclose
such information and data (a) to such party's accountants, attorneys,
prospective lenders, investment bankers, underwriters, ratings agencies,
partners, consultants and other advisors in connection with the transactions
contemplated by this Agreement (collectively "REPRESENTATIVES") to the extent
that such Representatives reasonably need to know such information and data in
order to assist, and perform services on behalf of, Seller or Purchaser; (b) to
the extent required by any applicable statute, law, regulation or governmental
authority, including, without limitation, any rule or regulation promulgated by
the Securities Exchange Commission; and (c) in connection with any litigation
that may arise between the parties in connection with the transactions
contemplated by this Agreement.

         6.5. CLOSING DATE EXTENSION RIGHT. Purchaser may elect, in its sole
discretion, to extend the Closing Date (the "CLOSING DATE EXTENSION RIGHT")
until the date that is sixty (60) days from and after the Approval Date by
delivery of written notice to Seller (the "CLOSING DATE EXTENSION NOTICE"), with
a copy to Escrowee, given not later than the date which is ten (10) days prior
to the Initial Closing Date. Purchaser shall deposit the Additional Earnest
Money with Escrowee not later than three (3) business days after the delivery of
the Closing Date Extension Notice and in accordance with SECTION 4.2 above and
the terms of the Escrow Agreement. In the event Purchaser (a) does not timely
deliver the Closing Date Extension Notice to Seller, or (b) fails to deposit the
Additional Earnest Money with Escrowee within three (3) business days following
the delivery of the Closing Date Extension Notice, the Closing Date Extension
Right shall be null and void and the Closing



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Date shall be the date that is set forth in SECTION 3(I) or SECTION 3(III)
hereof, as the case may be.

         7.       TITLE AND SURVEY MATTERS.

         7.1. CONVEYANCE OF TITLE. At Closing, Seller agrees to deliver to
Purchaser special warranty deeds ("Deeds"), in recordable form, conveying record
fee simple title to the Project to Purchaser, free and clear of all liens,
claims and encumbrances except for the following items (the "PERMITTED
EXCEPTIONS"): (1) taxes not yet due and payable; and (2) the rights of tenants
under leases reflected on the rent roll ("RENT ROLL") attached hereto EXHIBIT E.

         7.2. TITLE COMMITMENT. Purchaser shall obtain, within ten (10) days
after the Contract Date, commitments, dated after the Contract Date, issued by
Commonwealth Land Title Insurance Company (the "TITLE COMPANY"), for owner's
title insurance policies (the "TITLE POLICIES"), in the full amount of the
Purchase Price, showing fee simple title to the Project in Seller, together with
copies of all recorded documents evidencing title exceptions raised in "Schedule
B" of such title commitment. Any and all costs related to the Title Policies
shall be paid by the Purchaser, including, but not limited to, the costs of the
title insurance premium, the cost of deleting the Schedule B preprinted
exceptions, any endorsements and all search, continuation and later-date fees.

         7.3. SURVEY. Seller has delivered to Purchaser, those certain surveys
of the Project described on SCHEDULE 7.3 (the "SURVEYS"). Any updates of the
Surveys, including, but not limited to recertification thereof, shall be the
sole responsibility of Purchaser, and Purchaser shall pay for all costs of
updating the Surveys (and/or procuring new surveys) in connection with the
transaction contemplated hereunder.

         7.4. DEFECTS AND CURE. The items described in SECTIONS 7.2 and 7.3 are
collectively referred to as "TITLE EVIDENCE." If the Title Evidence discloses
any liens, claims, encumbrances or other matters, other than the Permitted
Exceptions, to which Purchaser, in its sole and absolute discretion, shall
object (the "DEFECTS"), Purchaser shall notify Seller thereof (the "DEFECT
NOTICE"), in writing, on or prior to the Approval Date (except that Purchaser
shall be entitled to object to New Defects (defined below) disclosed on the
updated Surveys during the Additional Period, if any), and thereafter Seller
shall have the right (but not the obligation, except as hereinafter provided) to
cure and remove such Defects prior to Closing. In the event that Purchaser (xx)
elects to obtain updates to the Surveys; and (yy) extends the Inspection Period
for the Additional Period pursuant to, and in accordance with, SECTION 6.2,
Purchaser may provide an additional Defect Notice on or prior to the expiration
of the Additional Period with respect to only those liens, claims, encumbrances
or other matters that are depicted by such updated Surveys but were not
described or depicted in the Surveys delivered by Seller to Purchaser or the
other Title Evidence (any such Defects, "NEW DEFECTS"). Within ten (10) days
after Seller's receipt of a Defect Notice, Seller shall notify Purchaser
("SELLER'S RESPONSE NOTICE") as to those Defect(s) or New Defects, as the case
may be, if any, that Seller shall attempt to cure prior to Closing, if any. If
Seller fails to deliver a Seller's Response Notice to Purchaser within ten (10)
days, Seller shall be deemed to have notified Purchaser that Seller shall not
cure any Defect(s) or New Defects, as the case may be, raised in the Defect
Notice; provided, however, that Seller shall be obligated to cure and remove all
of the following Defects ("MANDATORY CURE ITEMS"), if any: (i) the liens of any
mortgage, trust deed or deed of trust executed by Seller and evidencing an
indebtedness owed by Seller; (ii) tax liens; (iii) mechanic's liens pursuant to
a written agreement either between (x) the claimant (the "CONTRACT CLAIMANT")
and Seller or its employees, officers or managing agents (the "SELLER PARTIES")
or (y) the Contract Claimant and any other contractor, materialman or supplier
with which Seller or the Seller Parties have a written agreement; and (iv) any
covenant, lien, restriction or easement arising from and after the Contract Date
as a direct result of the intentional act of Seller or the Seller Parties that
is not consented to by Purchaser in its sole and absolute discretion. If Seller
notifies Purchaser (or is deemed to notify Purchaser) that it will not cure any
or all Defect(s) or New Defects, as the case may be (except for Mandatory Cure
Defects which Seller shall remain obligated to cure), then Purchaser may (1)
terminate this Agreement by written notice to Seller given within five (5)



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days after Purchaser receives (or is deemed to receive) Seller's Response
Notice, in which event the Earnest Money, together with all interest earned
thereon, shall be returned to Purchaser and neither party shall have any further
liability to the other hereunder, except as provided in SECTIONS 6.3, 17 and 20
herein; or (2) proceed to close with no reduction in or offset against the
Purchase Price (except that Purchaser may reduce the Purchase Price by the
amount necessary to cure any Mandatory Cure Defects), and thereafter Purchaser
shall be deemed to have accepted such Defect(s) or New Defects, as the case may
be, as Permitted Exceptions, and Purchaser shall be deemed to automatically and
forever waive any and all claims and liabilities against Seller with respect to
such Defect(s) or New Defects, as the case may be. To the extent that Purchaser
fails to timely and properly notify Seller (pursuant to this SECTION 7) of any
such Defect(s) or New Defects, as the case may be, Purchaser shall be deemed to
have accepted the same and to automatically and forever waive its right to
terminate this Agreement pursuant to this SECTION 7.4 and such Defect(s) or New
Defects, as the case may be, shall be deemed Permitted Exceptions for all
purposes hereunder. Seller shall be entitled to reasonably delay closing to a
date no later than thirty (30) days after the Initial Closing Date or the
Extended Closing Date (as the case may be), time being of the essence, to enable
Seller to satisfy its obligations pursuant to this SECTION 7.4.

         8.       SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

                  8.1. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller
represents and warrants to Purchaser that the following matters are true as of
the Contract Date in all material respects:

                  8.1.1. DELIVERY OF WRITTEN MATERIALS. To Seller's knowledge,
Seller has not failed to deliver, or make available to Purchaser pursuant to
SECTION 5, any Document in Seller's possession or reasonable control which
contains information that would have a material adverse impact on (i)
Purchaser's ability to use and operate the Project as it is currently being used
and operated or (ii) the value of the Project.

                  8.1.2. COMPLIANCE WITH LAWS. Except as disclosed by the
Scheduled Documents, Seller has received no written notice from any governmental
authority of, and Seller has no actual knowledge of, (i) any material violation
or alleged material violation of any law, ordinance, rule or regulation which is
in effect as of the date of this Agreement, by the Project or any portion
thereof, including, without limitation, any violation or alleged violation of
any local, state or federal environmental, zoning, handicap or fire law,
ordinance, code, regulation, rule or order, and specifically including, without
limitation, variances or special permits affecting the Project; or (ii) Seller
having failed to discharge and perform all conditions to any permits or other
approvals with respect to the Project. Except as disclosed by the Scheduled
Documents, Seller has received no written notice from any governmental authority
of any improvements, alterations or other work of any kind that must be
completed in order to bring the Project into compliance with the Americans With
Disabilities Act or any and all regulations promulgated thereunder.

                  8.1.3. LITIGATION. Except as disclosed by the Scheduled
Documents, Seller has received no notice of, and Seller has no actual knowledge
of, pending or threatened litigation or governmental proceedings against Seller,
or the Project, that could result in an encumbrance to the Project or materially
and adversely limit or impair the use or operation thereof, or affect the
validity or enforceability of this Agreement or the Leases or the performance of
Seller under this Agreement.

                  8.1.4. DUE AUTHORIZATION. Seller is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and fully qualified to do business in the Commonwealth of Pennsylvania.
Seller has full power, right and authority to own and operate the Project and to
execute, deliver and carry out the terms and provisions of this Agreement and
each of the other agreements, instruments and documents herein required to be
made or delivered by Seller pursuant hereto, and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement and such
other agreements, instruments and documents. The individuals executing this
Agreement and all other agreements, instruments and documents herein required to
be made or delivered



                                       7

by Seller pursuant hereto on behalf of Seller are and shall be duly authorized
to sign the same on Seller's behalf and to bind Seller thereto.

                  8.1.5. ENFORCEABILITY. This Agreement has been, and each and
all of the other agreements, instruments and documents herein required to be
made by Seller pursuant hereto have been, and on the Closing Date will be,
executed by Seller or on behalf of Seller, and when so executed, are and shall
be legal, valid, and binding obligations of Seller enforceable against Seller in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting the
rights of creditors generally and, as to enforceability, the general principles
of equity (regardless of whether enforcement is sought in a proceeding in equity
or at law). No consent of any creditor, investor, judicial or administrative
body, governmental authority or other governmental body or agency, or other
party to such execution and delivery and performance by Seller is required.

                  8.1.6. NO CONFLICT. The execution and delivery of, and
consummation of the transactions contemplated by this Agreement is not
prohibited by, and will not conflict with, constitute grounds for termination
of, or result in the breach of any of the agreements or instruments to which
Seller is now party or by which it or the Project is bound, or to Seller's
knowledge, any order, rule or regulation of any court or other governmental
agency or official.

         8.1.7.   ENVIRONMENTAL MATTERS.

                  (i) Except as disclosed in the Scheduled Documents, (a) Seller
         has not filed or received any written notice or other formal written
         communication under federal or state law indicating past or present
         treatment, generation, storage or disposal of any Hazardous Material on
         the Land by Seller; and (b) Seller has not received any written notice
         or other formal written communication to the effect that it may be
         liable as a result of a release or threatened release of a Hazardous
         Material upon or from the Land. Except as disclosed in the Scheduled
         Documents, Seller has received no written notice of any threatened
         actions or proceedings by any governmental agency or any other party
         regarding the disposal or presence of Hazardous Materials at the
         Project or regarding any violation of Environmental Law at the Project.

                  (ii) To Seller's knowledge, except as disclosed in the
         Scheduled Documents, Seller has not placed, used, generated, stored, or
         disposed of on or under the Land, or transported to or from it, any
         Hazardous Material except in the ordinary and normal course of business
         and in compliance with Environmental Laws.

                  (iii) To Seller's knowledge, except as disclosed in the
         Scheduled Documents: (a) there are no Hazardous Materials present on
         the Land except in the ordinary course of business and in compliance
         with Environmental Laws; and (b) the Land, and the use and operation
         thereof, is in material compliance with all applicable Environmental
         Laws.

                  (iv) The term "ENVIRONMENTAL LAWS" means all applicable
         federal, state or local laws, ordinances, requirements and regulations
         (including consent decrees and administrative orders) relating to
         health, worker protection, safety, wetlands, waste disposal, or the
         protection of the environment, including, without limitation: the
         federal Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, the federal Superfund Amendments and
         Reauthorization Act of 1986, the federal Resource Conservation and
         Recovery Act of 1976, the federal Clean Air Act, the federal Water
         Pollution Control Act and federal Clean Water Act of 1977, the federal
         Insecticide, Fungicide and Rodenticide Act, the federal Pesticide Act
         of 1978, the federal Toxic Substances Control Act, the federal Safe
         Drinking Water Act, the federal Hazardous Materials Transportation Act,
         and all amendments thereto and regulations adopted pursuant thereto.



                                       8

                  (v) The term "HAZARDOUS MATERIAL" shall mean any substance or
         material regulated under any Environmental Law, including, without
         limitation, oil and petroleum products and by-products, asbestos,
         asbestos-containing materials, polychlorinated biphenyls, radon, urea
         formaldehyde, radioactive materials and pesticides.

                  8.1.8. BANKRUPTCY MATTERS. Neither Seller nor, to Seller's
knowledge, any existing tenant or guarantor under any of the Leases, has made a
general assignment for the benefit of creditors, filed any voluntary petition in
bankruptcy or suffered the filing of an involuntary petition by its creditors,
suffered the appointment of a receiver to take possession of substantially all
of its assets, suffered the attachment or other judicial seizure of
substantially all of its assets, admitted its inability to pay its debts as they
come due, or made an offer of settlement, extension or composition to its
creditors generally.

                  8.1.9. LEASES. (i) The tenants listed in the Rent Roll
attached hereto as EXHIBIT E are the only tenants occupying the Project; (ii)
other than as described on EXHIBIT E, there are no other oral or written leases,
tenancies or other arrangements under which any other party has a right to
occupy all or any part of the Project, except to the extent of any New Leases
executed and entered into prior to Closing pursuant to SECTION 8.2.1; (iii)
copies of all Leases, and all amendments thereto and guaranties thereof, if any,
have been furnished by Seller to Purchaser and the copies so provided are
accurate and complete except to the extent of any New Leases executed and
entered into prior to Closing pursuant to SECTION 8.2.1; (iv) the Leases have
not been amended, modified or terminated (except for any amendments delivered to
Purchaser pursuant to item (iii) above or any New Leases executed and entered
into prior to Closing pursuant to SECTION 8.2.1); and (v) the Rent Roll attached
hereto as EXHIBIT E is an accurate and complete copy of the Rent Roll prepared
by Seller in the ordinary course of its ownership of the Project current as of
the date specified thereon. To Seller's knowledge, (a) the Leases are presently
valid and in full force and effect and there are no material defaults thereunder
except as disclosed in the Scheduled Documents, (b) except as set forth in
SCHEDULE 8.1.14 or the Title Evidence, no tenant has any right or option to
acquire the Project, or any part thereof; (c) except as set forth in the
Scheduled Documents, no tenant has any right to terminate its Lease prior to the
expiration date thereof set forth in such Lease; (d) any tenant improvements
that Seller, as landlord, is obligated to complete pursuant to any Lease prior
to the date hereof has been completed as of this date and accepted by the
applicable tenant (except the foregoing shall not be applicable to any New
Leases executed and entered into pursuant to SECTION 8.2.1); (e) no tenant under
any of the Leases has prepaid any rent under any of the Leases for more than one
(1) month; (f) except as set forth in the Scheduled Documents, no tenant has
notified Seller, in writing, of any default by Seller, as landlord, pursuant to
such tenant's Lease that remains uncured as of the date hereof; and (g) except
as set forth in the Scheduled Documents, no tenant has notified Seller, in
writing, of any fact or condition that shall constitute a default by Seller, as
landlord, pursuant to such tenant's Lease provided that such fact or condition
is not cured or remedied prior to the expiration of the cure period stipulated
in such tenant's Lease.

                  8.1.10. EXISTING CONTRACTS. Each of the Existing Contracts (as
defined in EXHIBIT D) is terminable at will without penalty or cancellation fee
upon no more than thirty (30) days notice, except for the brokerage agreements.
To Seller's knowledge, no written notice of any material default or breach by
Seller of any of such Existing Contracts has been received by Seller. To
Seller's knowledge, Seller has performed all obligations pursuant to such
Existing Contracts. Seller shall cause to be terminated by the Closing Date all
of the Existing Contracts (except for brokerage agreements) unless otherwise
directed by Purchaser prior to the Approval Date.

                  8.1.11. CONDEMNATION. To Seller's knowledge, there is no
condemnation or eminent domain proceeding, pending or contemplated with regard
to any part of the Project.

                  8.1.12. NO BROKERS. To Seller's knowledge, Seller has
delivered or made available as Scheduled Documents true and complete copies of
any and all listing



                                       9

agreements, brokerage agreements or other comparable agreements entered into by
Seller in connection with the Project and any Lease pursuant to which a leasing
commission or finder's fee may be payable subsequent to Closing.

                  8.1.13. FIRPTA. Seller is not a "foreign person" as such term
is defined in Section 1445(f)(3) of the Internal Revenue Code of 1954, as
amended (the "CODE").

                  8.1.14. RIGHTS TO PURCHASE. Except as set forth in SCHEDULE
8.1.14 or the Title Evidence, there are no binding agreements, options, rights
of first refusal, conditional sales agreements or other agreements or
arrangements for the purchase and sale of the Project or any portion thereof.

                  8.1.15. EMPLOYEES. Seller has no employees in the Commonwealth
of Pennsylvania.

                  8.1.16. APPROVALS. To Seller's knowledge, all Approvals
presently issued to Seller as owner of the Project with respect to the
occupancy, operation, maintenance and ownership of the Project are in full force
and effect and Seller has not received notice of any intention on the part of
the issuing authority to cancel, suspend or modify any of the Approvals or to
take any action or institute any proceeding to effect such cancellation,
suspension or modification.

                  8.1.17. GOVERNMENTAL ACTIONS. Except as disclosed by the
Scheduled Documents or the Title Evidence, to Seller's knowledge, there are no
threatened, pending or proposed (i) proceedings or governmental actions to
modify the zoning classification of, or to condemn, or to purchase in lieu
thereof, all or any part of the Project; or (ii) reassessment, special
assessments, or new or additional assessments or penalties or interest with
respect to the Project or any other assessments applicable to the Project, other
than reassessments or special assessments occurring in the ordinary course to
all industrial properties located in the same taxing district as the Project or
as a result of the transactions contemplated hereby, or (iii) proceedings before
any court or administrative agency, the adverse resolution of which would have a
materially adverse effect on the value or operations of the Project.

         8.2. COVENANTS OF SELLER. Effective as of the Contract Date, Seller
hereby covenants with Purchaser as follows:

                  8.2.1. NEW LEASES. From and after three (3) days prior to the
Approval Date, Seller shall neither amend any Lease (other than routine
amendments setting forth the commencement date or expiration date of the
applicable Lease or the acceptance of the applicable leased premises by a
tenant), nor execute any new lease, license, or other occupancy agreement for
the Project without Purchaser's prior written approval (which approval shall not
be required if the terms of such amendment or new lease, license or occupancy
agreement are as or more favorable (to landlord) than the leasing parameters for
the applicable space set forth on SCHEDULE 8.2.1 attached hereto, but may be
withheld in Purchaser's sole discretion otherwise, and shall be deemed given if
Purchaser's written disapproval is not delivered to Seller within five (5)
business days following Purchaser's receipt of Seller's written request for such
approval). Seller shall notify Purchaser in writing, on or prior to three (3)
days before the Approval Date, of any amended or newly executed lease, license
or other occupancy agreement for the Project that Seller enters into from and
after the Contract Date but prior to three (3) days before the Approval Date.
Any new lease, license or other agreement affecting the ownership or operation
of the Project that is entered into in accordance with this SECTION 8.2.1 prior
to Closing is herein referred to as a "NEW LEASE."

                  8.2.2. NEW CONTRACTS. From and after three (3) days prior to
the Approval Date, Seller shall not enter into any new contract with respect to
the ownership and operation of the Project that will survive the Closing, or
that would otherwise affect the use, operation or enjoyment of the Project after
Closing, without Purchaser's prior written approval (which approval shall not be
unreasonably withheld and shall be deemed given if Purchaser's written
disapproval is not delivered to Seller within five (5) business days following
Seller's request for such approval); provided, however, that Seller shall notify
Purchaser in writing, on



                                       10

or prior to three (3) days before the Approval Date, of any and all new
contracts which would affect the use, operation and enjoyment of the Project
after Closing that Seller enters into from and after the Contract Date but prior
to three (3) days before Approval Date.

                  8.2.3. OPERATION OF PROJECT. Seller hereby covenants and
agrees that Seller shall operate and manage the Project in the same manner in
which it is being operated as of the Contract Date, maintaining present
services, and shall maintain the Project in its same repair and working order;
and shall perform and comply with, when due, all of Seller's obligations under
the Leases, Existing Contracts, management agreements, Approvals and other
agreements relating to the Project and otherwise in accordance with applicable
laws, ordinances, rules and regulations affecting the Project.

                  8.2.4. INSURANCE. The insurance policies, for which
certificates of insurance are included in the Scheduled Documents, shall remain
continuously in force through and including the Closing Date.

                  8.2.5. CHANGE IN CONDITIONS. Seller shall, to the extent
Seller obtains actual knowledge thereof, promptly notify Purchaser of the
occurrence of any of the following:

                  (i) any material change in the condition of the Project that
         would cause any representation and warranty contained herein by Seller
         to Purchaser to be untrue in any material respect to the extent the
         same were made as of such date;

                  (ii) a fire or other casualty causing damage to the Project,
         or any portion thereof;

                  (iii) receipt of written notice of eminent domain proceedings
         or condemnation of or affecting the Project, or any portion thereof;

                  (iv) receipt of written notice from any governmental authority
         or insurance underwriter relating to the condition, use or occupancy of
         the Project, or any portion thereof, or any real property adjacent to
         the Project, or setting forth any requirements with respect thereto;

                  (v) receipt or delivery of any written default or termination
         notice or claim of offset or defense to the payment of rent from any
         tenant;

                  (vi) a change in the occupancy of the leased portions of the
         Project, except to the extent resulting from the expiration of the term
         of any Lease in accordance with its terms as set forth in the Lease or
         the Rent Roll;

                  (vii) written notice of any actual or threatened litigation
         against Seller that would affect or involve the Project or affecting or
         relating to the Project, or any portion thereof; and

                  (viii) the commencement of any strike, lock-out, boycott or
         other labor trouble affecting the Project, or any portion thereof.

                  8.2.6. SECURITY DEPOSITS. From and after the Approval Date,
Seller shall not apply any security deposit held by Seller pursuant to the terms
of any Lease without obtaining the prior written consent of Purchaser, which
consent may be withheld in Purchaser's sole and absolute discretion. Prior to
the Approval Date, Seller may apply any Security Deposit held by Seller at
Seller's sole discretion; provided, however, that Seller shall notify Purchaser
in writing of any and all such applications on or prior to three (3) days before
the Approval Date.

                  8.2.7. TAX FILINGS. Seller covenants and agrees to timely file
any and all tax returns for calendar year 1999 and all prior years required to
be filed by Seller with the Pennsylvania Department of Revenue (the
"Department"). Without limitation upon the foregoing, Seller shall and does
hereby indemnify, defend and hold Purchaser and its successor and assigns
harmless from any loss, cost, liability or expense (including, without
limitation, reasonable fees of counsel and court costs) actually suffered or
incurred by



                                       11

Purchaser or its successors and assigns as a result of any claim made by the
Department or by any other taxing or employment authority of the Commonwealth of
Pennsylvania for unpaid taxes, penalties, interest or court costs related
thereto owing to such authorities from Seller with respect to the Project;
provided, however, that the foregoing indemnity shall in no event apply to any
transfer taxes payable in connection with the transactions contemplated hereby.
The terms of this SECTION 8.2.7 shall survive Closing.

                  All references in this Agreement to "SELLER'S KNOWLEDGE,"
"SELLER'S ACTUAL KNOWLEDGE" or words of similar import shall refer only to the
actual (as opposed to deemed, imputed or constructive) knowledge of Denise
Neugebauer, Jeff Thomas and James D. Carpenter without inquiry or investigation,
and notwithstanding any fact or circumstance to the contrary, shall not be
construed to refer to the knowledge of any other person or entity. Seller
represents and warrants that (a) James D. Carpenter has been a Senior Investment
Officer of Industrial Properties Investment Services ("IPIS") since May, 1998
and prior to such date an employee of FR since July, 1995; (b) IPIS provides
underwriting services and due diligence assistance to FR and otherwise assists
Seller and its affiliates ("FIRST INDUSTRIAL") in connection with all or
substantially all of its acquisition and disposition of improved property; and
(c) in his capacity as an employee of IPIS, Mr. Carpenter has primary
responsibility for day-to-day oversight of any assistance to First Industrial
that IPIS provides in FR's Eastern region, which region includes the Project.
Seller represents and warrants that Mr. Thomas has been the Regional Director of
FR's Harrisburg region, which includes the Project, since January, 1999 in which
capacities he has overseen the day-to-day ownership and operation of the Project
and has been an employee of FR since July, 1994. Seller represents and warrants
that Ms. Neugebauer has been the accountant at FR's national office primarily
responsible for the day-to-day accounting function related to the Project since
April, 1999 and has been employed by FR since November, 1995.

         9.       PURCHASER'S COVENANTS AND REPRESENTATIONS.

         Effective as of the execution of this Agreement, Purchaser hereby
covenants with Seller as follows:

                  9.1. 1031 EXCHANGE. The parties recognize and understand that
this transaction may be part of a contemplated "like kind" exchange for the
other party under Section 1031 of the Internal Revenue Code (an "EXCHANGE"). As
such, THE parties agree to reasonably cooperate with each other in effectuating
an Exchange, which cooperation may include the execution of documents,
REASONABLE DELAYS OF THE CLOSING not to exceed a maximum of 10 days by each
party and the taking of other reasonable action, as is reasonably necessary, to
accomplish an Exchange; provided, however that the party not undertaking an
Exchange shall not be required to assume any additional expense or liability in
connection with, or as part of its cooperation with, an Exchange. The covenant
contained in this SECTION 9.1 shall survive the Closing and shall not be merged
into any instrument of conveyance delivered at Closing.

                  Seller shall indemnify, defend and save and hold harmless
Purchaser of, from and against any loss, cost, expense, liability, damage or
claim of any kind or nature arising from or out of or in connection with
Purchaser's execution or delivery of documents requested by Seller in connection
with the aforesaid Exchange. Without limitation of the foregoing indemnity,
Seller covenants and agrees to pay upon demand any actual costs or expenses paid
or incurred by Purchaser in connection with furnishing the cooperation requested
by Seller hereunder including, without limitation, Purchaser's reasonable legal
fees and costs incurred in connection with the review and negotiation of any
required documentation.

                  Additionally, Purchaser shall indemnify, defend and save and
hold harmless Seller of, from and against any loss, cost, expense, liability,
damage or claim of any kind or nature arising from or out of or in connection
with Seller's execution or delivery of documents requested by Purchaser in
connection with the aforesaid Exchange. Without limitation of the foregoing
indemnity, Purchaser covenants and agrees to pay upon demand any actual costs or
expenses paid or incurred by Seller in connection with furnishing the
cooperation requested by



                                       12

Purchaser hereunder including, without limitation, Seller's reasonable legal
fees and costs incurred in connection with the review and negotiation of any
required documentation.

                  9.2. AUTHORITY. The execution and delivery of this Agreement
by Purchaser, and the performance of this Agreement by Purchaser, have been duly
authorized by Purchaser, and this Agreement is binding on Purchaser and
enforceable against Purchaser in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the rights of creditors generally and, as to enforceability, the
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). No consent of any creditor, investor, judicial
or administrative body, governmental authority, or other governmental body or
agency, or other party to such execution, delivery and performance by Purchaser
is required.

         10.      PROJECT SOLD "AS IS".

                  10.1. Except as is otherwise expressly provided in this
Agreement, Seller hereby specifically disclaims any warranty (oral or written)
concerning (i) the nature and condition of the Project and the suitability
thereof for any and all activities and uses that Purchaser may elect to conduct
thereon, (ii) the manner, construction, condition and state of repair or lack of
repair of any improvements located thereon, (iii) the nature and extent of any
right-of-way, lien, encumbrance, license, reservation, condition or otherwise,
(iv) the compliance of the Project or its operation with any laws, rules,
ordinances, or regulations of any government or other body, it being
specifically understood that Purchaser shall have full opportunity, during the
Inspection Period, to determine for itself the condition of the Project; and (v)
any other matter whatsoever except as expressly set forth in this Agreement.
Except as is otherwise expressly provided in this Agreement, the sale of the
Project as provided for herein is made on a strictly "AS IS" "WHERE IS" basis as
of the Closing Date. Purchaser expressly acknowledges that, in consideration of
the agreements of Seller herein, SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY
LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY,
MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT,
ANY IMPROVEMENTS LOCATED THEREON OR ANY SOIL CONDITIONS RELATED THERETO.

                  10.2. EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES AS ARE
EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER SPECIFICALLY ACKNOWLEDGES THAT
PURCHASER IS NOT RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY
OTHER REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF SELLER OF ANY KIND
OR NATURE WHATSOEVER. FURTHER, PURCHASER, FOR PURCHASER AND PURCHASER'S
SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER FROM AND WAIVES ANY AND ALL
CLAIMS AND LIABILITIES AGAINST SELLER, EXCEPT FOR CLAIMS BASED UPON (A) A BREACH
BY SELLER OF A REPRESENTATION AND WARRANTY EXPRESSLY PROVIDED IN SECTION 8 AND
SUBJECT TO THE TERMS AND LIMITATIONS CONTAINED IN SECTION 22; OR (B) ANY
FRAUDULENT MISREPRESENTATION BY SELLER, FOR, RELATED TO, OR IN CONNECTION WITH,
ANY ENVIRONMENTAL CONDITION AT THE PROJECT (OR THE PRESENCE OF ANY MATTER OR
SUBSTANCE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROJECT), INCLUDING,
BUT NOT LIMITED TO, CLAIMS AND/OR LIABILITIES RELATING TO (IN ANY MANNER
WHATSOEVER) ANY HAZARDOUS, TOXIC OR DANGEROUS MATERIALS OR SUBSTANCES LOCATED
IN, AT, ABOUT OR UNDER THE PROJECT, OR FOR ANY AND ALL CLAIMS OR CAUSES OF
ACTION (ACTUAL OR THREATENED) BASED UPON, IN CONNECTION WITH OR ARISING OUT OF
CERCLA (THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT
OF 1980, 42 U.S.C. SECTION 9601 ET SEQ., AS AMENDED BY THE SUPERFUND AMENDMENT
AND REAUTHORIZATION ACT OF 1986, AND AS MAY BE FURTHER AMENDED FROM TIME TO
TIME), THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, 42 U.S.C.
SECTION 6901 ET SEQ., OR ANY OTHER CLAIM OR CAUSE OF ACTION (INCLUDING ANY
FEDERAL OR STATE BASED



                                       13

STATUTORY, REGULATORY OR COMMON LAW CAUSE OF ACTION) RELATED TO ENVIRONMENTAL
MATTERS OR LIABILITY WITH RESPECT TO OR AFFECTING THE PROJECT.

                  10.3. Purchaser acknowledges and agrees that the provisions
contained in this SECTION 10 were a material factor in Seller's acceptance of
the Purchase Price and that Seller was unwilling to sell the Project to
Purchaser unless Seller was released as expressly set forth above.

         11.      SELLER'S CLOSING DELIVERIES.

         At Closing (or such other times as may be specified below), Seller
shall deliver or cause to be delivered to Purchaser the following, in form and
substance reasonably acceptable to Purchaser:

                  11.1. DEEDS. Special Warranty Deeds, prepared by Purchaser's
counsel in form and substance reasonably approved by Seller, duly executed by
Seller, in recordable form conveying the Project to Purchaser pursuant to the
legal descriptions contained in EXHIBIT B attached hereto, subject to the
Permitted Exceptions. In the event of any disparity between the legal
description(s) contained in EXHIBIT B attached hereto, and any updated Survey(s)
obtained by Purchaser, Seller hereby agrees to provide a quitclaim deed
conveying all of Seller's right, title and interest, if any, in the legal
descriptions set forth in such updated Survey(s).

                  11.2. ASSIGNMENT OF LEASES. An assignment of the Leases
(including all security deposits and/or other deposits thereunder), prepared by
Purchaser's counsel in form and substance reasonably approved by Seller, with
(i) the agreement of the assignor to indemnify, defend and hold Purchaser
harmless from and against any and all claims, damages, costs, and expenses
(including, but not limited to, reasonable attorney's fees) arising from
unperformed obligations of the landlord under the Leases required to have been
performed prior to Closing and (ii) the agreement of Purchaser to indemnify,
defend and hold Seller harmless from and against any and all claims, damages,
costs and expenses (including, but not limited to, reasonable attorney's fees)
arising from liabilities and obligations of the landlord under the Leases first
accruing and required to be performed after the Closing.

                  11.3. ESTOPPEL CERTIFICATES FROM TENANTS. As a Condition
Precedent to Purchaser's obligation to close hereunder, Seller shall have
obtained and delivered to Purchaser, on or prior to the Closing Date, an
estoppel certificate in the form attached hereto as EXHIBIT F (or in the form
required by the applicable tenant's Lease to the extent a form is attached)
without material and adverse modification or adjustment by the applicable tenant
of such Estoppel Certificate or any modification thereto by the applicable
tenant that is inconsistent with the description of economic terms of the
applicable tenancy contained in the Rent Roll (an "ESTOPPEL CERTIFICATE") dated
no earlier than forty-five (45) days prior to the Closing Date (except to the
extent Purchaser elects to extend Closing pursuant to SECTION 6.5, in which
event Estoppel Certificates must be dated not earlier than seventy-five (75)
days prior to Closing), from (a) tenants that account for at least seventy
percent (70%) of the gross rent of the Project (the "REQUIRED ESTOPPEL AMOUNT");
and (b) all of the tenants identified on SCHEDULE 11.3 (the "CRITICAL TENANTS"),
which Critical Tenants shall be included for purposes of calculating the
Required Estoppel Amount. Notwithstanding anything contained herein to the
contrary, if either or both of Paragraphs 11 and 12 from the form of Estoppel
Certificate attached hereto as EXHIBIT F are (x) removed (in whole or in part)
by a tenant, or (y) modified by a tenant to include a knowledge or notice
standard, or (z) otherwise adjusted or modified by a tenant in a fashion that is
not material and adverse in nature (any such removal or modification described
in items (x), (y) and (z), a "PERMITTED MODIFICATION"), such Permitted
Modifications shall not be deemed a material and adverse modification or
adjustment by a tenant and Seller shall accept an Estoppel Certificate, for
purposes of determining whether the Required Estoppel Amount has been satisfied,
in which Permitted Modifications have been made to either or both of Paragraphs
11 and 12 provided that such Estoppel Certificate otherwise satisfies the
requirements of the preceding sentence. If Seller (despite its diligent efforts)
is unable to obtain an Estoppel Certificate from a sufficient number of tenants
such



                                       14

that the Required Estoppel Amount is satisfied, Purchaser's sole remedy shall be
to either (i) terminate this Agreement and receive back the Earnest Money with
all interest accrued thereon; or (ii) proceed to close and automatically and
forever waive such Condition Precedent. In the event Seller is unable to obtain
an Estoppel Certificate from one or more Critical Tenants, Seller shall provide
an Estoppel Certificate in the place and stead of such Critical Tenants for the
benefit of Purchaser in the form required by this SECTION 11.3 (but with
Paragraphs 11 and 12 removed from any Estoppel Certificate in the form attached
hereto as EXHIBIT F), except that Seller shall be entitled to modify such form
to reasonably and accurately describe the condition of such tenancy; provided,
however, that to the extent any such modification by Seller is material and
adverse to the interests of landlord or inconsistent with the economic terms of
the applicable tenancy contained in the Rent Roll, Purchaser's sole remedy shall
be either (i) to terminate this Agreement and receive back the Earnest Money
with all accrued interest thereon; or (ii) proceed to close and automatically
and forever waive such Condition Precedent.

                  11.4. KEYS. Keys, codes and combinations to all locks located
in the Project.

                  11.5. TITLE POLICIES. The Title Policies (or "marked-up"
commitments therefor) issued by the Title Company, dated as of the date of the
recordation of the Deeds in the amount of the Purchase Price, in the form
required by SECTION 7.

                  11.6. CLOSING STATEMENT. A closing statement conforming to the
proration and other relevant provisions of this Agreement.

                  11.7. ENTITY TRANSFER CERTIFICATE. Entity Transfer
Certification confirming that Seller is a "United States Person" within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

                  11.8. BILL OF SALE. A quit claim bill of sale assigning,
conveying and transferring to Purchaser, (a) all of the Personal Property,
subject only to the Permitted Exceptions and (b) the Reports, which bill of sale
shall be prepared by Purchaser's counsel in form and substance reasonably
approved by Seller.

                  11.9. ORIGINAL LEASES. All original Leases in Seller's
possession or reasonable control.

                  11.10. ORIGINAL APPROVALS. All originals of the Approvals in
Seller's possession or reasonable control.

                  11.11. ASSIGNMENT OF INTANGIBLE PERSONAL PROPERTY. An
assignment agreement assigning, conveying and transferring to Purchaser the
Intangible Personal Property, which assignment shall be prepared by Purchaser's
counsel in form and substance reasonably approved by Seller.

                  11.12. TENANT LETTER. Letters to each tenant advising of the
change in ownership and directing the payment of rent to such party as the
Purchaser shall designate, said letter to be prepared by Purchaser's counsel in
form and substance reasonably acceptable to Seller.

                  11.13. TITLE INSURANCE CERTIFICATES. Such affidavits of title
or other certifications as shall be reasonably required by the Title Company to
insure Purchaser's title to the Project as set forth in SECTION 7.1, and to
remove the Schedule B preprinted exceptions (excepting the "survey" exception,
which exception shall be removed only to the extent Purchaser procures updated
Surveys satisfying the requirements of the Title Company.)

                  11.14. UPDATED RENT ROLL. An updated schedule of Leases,
containing all information required to be set forth in EXHIBIT E, which updated
Schedule of Leases shall be certified to Seller's knowledge and survive Closing
only subject to the terms, conditions and limitations described in SECTION 22.



                                       15

                  11.15. TAX BILLS. Current tax bills and, if available, tax
bills for each of the years of Seller's ownership of the property.

                  11.16. ASSOCIATION ESTOPPEL. An estoppel certificate (each, an
"ASSOCIATION ESTOPPEL") from the owner's association of any industrial or office
park in which all or some portion of the Project may be located confirming that
all, if any, association dues payable for the period prior to Closing have been
paid in full and affirming Seller's good standing as a member of such
organization. The Association Estoppel for the Buildings identified as A-1
through A-6 on EXHIBIT A shall contain a certification from the applicable
association that any architectural or design approvals required to be obtained
from the applicable association for such Buildings were obtained; provided,
however, that such certification shall not be provided in the Association
Estoppel for the Buildings identified as A-7 and A-8 on EXHIBIT A.

                  11.17. TAX REDUCTION RIGHTS. An assignment of tax reduction
rights, if any for the period from and after Closing, which assignment shall (i)
expressly preserve for Seller any tax reduction rights for the period prior to
Closing and (ii) be prepared by Purchaser's counsel in form and substance
reasonably acceptable to Seller.

                  11.18. CLOSING CERTIFICATE. A certificate (the "CLOSING
CERTIFICATE") duly executed by Seller to the effect that, as of the Initial
Closing Date, all of the representations and warranties made by Seller set forth
in this Agreement, as modified by the Approval Date Certificate, remain true and
correct in all material respects as if made on and as of the Initial Closing
Date, except for changes and qualifications specified by Seller in such Closing
Certificate so as to make the certificate true and correct in all material
respects. The representation, warranties and certifications made by Seller to
Purchaser in the Closing Certificate shall be made to the standard of knowledge,
if any, set forth herein for the applicable representation, warranty or
certification and subject to all of the terms, conditions and limitations
contained in SECTION 22 of this Agreement, including, but not limited to, the
provisions limiting the survivability thereof. In the event that the Closing
Certificate indicates that any of the representations and warranties of Seller
set forth in the Approval Date Certificate are no longer true and correct as of
the Initial Closing Date in all material respects, Purchaser may elect, in its
sole discretion and as its sole remedy hereunder, at law or in equity, either to
(i) terminate this Agreement by delivery of written notice to Seller delivered
not later than three (3) days after the date of the Closing Certificate,
whereupon the Earnest Money, together with all interest earned thereon, shall be
promptly returned to Purchaser and neither party shall have any further
liability hereunder, except as otherwise expressly provided in SECTIONS 6.3, 17
and 20; or (ii) proceed to Closing and waive the failure of the applicable
Condition Precedent related to the continued truth and correctness of such
representation and warranty. No such Closing Certificate shall be required for
the period, if any, between the Initial Closing Date and the Extended Closing
Date and the Closing Certificate shall be delivered on or prior to the Initial
Closing Date.

         12.      PRORATIONS AND ADJUSTMENTS.

         The following shall be prorated and adjusted between Seller and
Purchaser as of the Closing Date, except as otherwise specified:

                  12.1. The amount of all security and other tenant deposits
which are actually held by Seller, and interest due thereon, if any, shall be
credited to Purchaser.

                  12.2. Purchaser and Seller shall divide the cost of any
earnest money and closing escrows hereunder equally between them (except for any
escrow established solely to accommodate Purchaser's lender, if any, and for any
incremental cost of such lender's participation in any escrow established by the
parties).

                  12.3. To the extent not billed directly to tenants, water,
electricity, sewer, gas, telephone and other utility charges based, to the
extent practicable, on final meter readings and final invoices. If Seller is
unable to secure final meter readings as of Closing, the adjustments shall be
based on readings dated not more than ten (10) days prior to Closing, and the
unfixed meter charges based thereon for the intervening period shall be
apportioned on the basis of such last reading.



                                       16

                  12.4. Amounts paid or payable under those of the Existing
Contracts assigned by Seller to Purchaser at Closing shall be prorated.

                  12.5. To the extent not payable by tenants directly to the
taxing authority, all accrued general real estate, personal property and ad
valorem taxes for the current year applicable to the Project shall be prorated
on an accrual basis, utilizing actual final tax bills, if available prior to
Closing. If such bills are not available, then such taxes shall be prorated on
the basis of the most currently available tax bills for the Project.

                  12.6. All assessments, general or special, shall be prorated
as of the Closing Date, with Seller being responsible for any installments of
assessments which are due prior to the Closing Date and Purchaser being
responsible for any installments of assessments which are due on or after the
Closing Date.

                  12.7. All base rents and other charges, including, without
limitation, all additional rent, shall be prorated at Closing if and to the
extent received by Seller in the calendar month in which Closing occurs. All
base rent paid following the Closing Date by any tenant of the Project who is
indebted under a lease for base rent for any period prior to and including the
Closing Date shall be deemed a "POST-CLOSING RECEIPT" until such time as all
such indebtedness is paid in full. Post-Closing Receipts for each tenant
(whether collected by Seller or Purchaser) shall be allocated as follows: (a)
first, to Purchaser and Seller (on a prorated basis) to pay any rent owing from
such tenant for the month in which Closing occurs; (b) second, to Purchaser to
pay any rent then owing from such tenant to Purchaser; and (iii) third, to
Seller to pay any rent owing from such tenant to Seller for the period prior to
Closing; provided, however, that any and all Post-Closing Receipts received more
than one hundred eighty (180) days after Closing shall be the property of
Purchaser, except for Post-Closing Receipts received by Seller pursuant to any
legal action initiated prior to one hundred eighty (180) days after Closing,
which shall continue to be allocated between the parties pursuant to the terms
of this sentence. Within ten (10) days following each receipt by Purchaser or
Seller of a Post-Closing Receipt, Purchaser or Seller, as the case may be, shall
pay such Post-Closing Receipt to the other party to the extent owing pursuant to
the terms of the preceding sentence. Seller shall be entitled to pursue any and
all actions at law or in equity to collect any delinquent rents owing to Seller
as well as any other sums owing to Seller from such tenant pursuant to the terms
of its Lease; provided, however, that Seller shall not be entitled to pursue any
action to evict such tenant or otherwise terminate such tenant's Lease. Each of
Seller and Purchaser retains the right to conduct an audit, at reasonable times
and upon reasonable notice, of the other's books and records to verify the
accuracy of the Post-Closing Receipts reconciliation statement and, in the event
the auditing party verifies that more than ten percent (10%) of any Post-Closing
Receipts have been misallocated for the benefit of the non-auditing party, the
non-auditing party shall pay to the auditing party said additional Post-Closing
Receipts and the reasonable cost of performing the auditing party's audit. This
SECTION 12.7 shall survive the Closing and the delivery and recording of the
deed for a period of eighteen (18) months.

                  12.8. Commissions of leasing and rental agents and tenant
improvement allowances for any Leases (other than New Leases) relating to the
base lease term or any renewal term that is pending as of the Contract Date
shall be paid in full at or prior to Closing by Seller, without contribution or
proration from Purchaser (any such commissions or tenant improvements
allowances, "SELLER'S COMMISSIONS"). Commissions of leasing and rental agents
and tenant improvement allowances for (x) any renewals (other than renewals
pending as of the Contract Date) or expansions of any Lease that are either
listed on SCHEDULE 12.8 attached hereto or set forth in any Lease, and (y) any
New Leases shall be the sole responsibility of Purchaser, without contribution
or proration from Seller (any such commissions or tenant improvements
allowances, "PURCHASER'S COMMISSIONS"). Seller hereby agrees to and does
indemnify, protect and defend and hold harmless Purchaser, and its successors
and assigns (the "PURCHASER'S INDEMNIFIED PARTIES"), from and against all
losses, claims, costs, expenses and damages (including, but not limited to,
reasonable fees of counsel and court costs) (collectively, "LOSSES") that the
Purchaser's Indemnified Parties may actually suffer and incur as a direct result
of (i) the failure by Seller to timely pay or discharge any of the Seller's
Commissions; and (ii) any commissions owing to leasing and rental agents and



                                       17

tenant improvement allowances for any renewals (other than renewals pending as
of the Contract Date) or the expansions of any Lease that are not either
identified on SCHEDULE 12.8, identified in any Lease or actually known to
Purchaser on or prior to Closing. Purchaser agrees to and does hereby indemnify,
protect and defend and hold harmless Seller, and its successors and assigns (the
"SELLER'S INDEMNIFIED PARTIES"), from and against all Losses that the Seller's
Indemnified Parties may actually suffer or incur as a direct result of the
failure by Purchaser to timely pay or discharge any of the Purchaser's
Commissions. The terms of this SECTION 12.8 shall survive the Closing and the
delivery of any conveyance documentation.

                  12.9. Such other items that are customarily prorated in
transactions of this nature shall be ratably prorated.

         Except as provided in SECTION 12.7, any and all prorations made
pursuant to this Agreement on the Closing Date shall be deemed final.

         13.      CLOSING EXPENSES.

         Seller shall only pay for: (i) the cost of recording the Deeds, (ii)
the cost, if any, of delivering the Survey (exclusive of any updates thereof
commissioned by Purchaser), (iii) transfer taxes and (iv) subject to SECTION
12.2 hereof, one-half of the cost of any escrows hereunder. Subject to SECTION
12.2 hereof, Purchaser will pay for one-half of any escrow costs hereunder, the
cost of the Title Policies, including all premiums, "extended form coverage" and
any and all endorsements to the Title Policies, and the cost of any updates to
the Surveys.

         14.      DESTRUCTION, LOSS OR DIMINUTION OF PROJECT.

         If, prior to Closing, all or any portion of the Project is damaged by
fire or other natural casualty (collectively "DAMAGE"), or is taken or made
subject to condemnation, eminent domain or other governmental acquisition
proceedings (collectively "EMINENT DOMAIN"), then:

                  14.1. If the aggregate cost of repair or replacement or the
value of the Eminent Domain (collectively, "REPAIR and/or REPLACEMENT") is
$100,000.00 or less, in the reasonable opinion of Purchaser's and Seller's
respective engineering consultants, and provided that tenants occupying more
than 5% of the aggregate square footage of the Project shall not have a right to
terminate their respective Leases on account of such Damage or Eminent Domain or
shall have such rights, but shall have waived such rights, Purchaser shall close
and take the Project as diminished by such events with an assignment by Seller
of all casualty insurance or condemnation proceeds and all claims therefor and
the payment by Seller to Purchaser of all applicable deductible amounts.

                  14.2. If (a) the aggregate cost of repair and/or replacement
is greater than $100,000.00, in the reasonable opinion of Purchaser's and
Seller's respective engineering consultants, or (b) if tenant's occupying more
than 5% of the aggregate square footage of the Project shall have a right to
terminate their respective Leases on account of such Damage or Eminent Domain
that have not been waived, then Purchaser, at its sole option, may elect either
to (i) terminate this Agreement by written notice to Seller and receive an
immediate return of the Earnest Money, together with all interest earned
thereon, and neither party shall have any further liability to the other
hereunder, except as provided in SECTIONS 6.3, 17 and 20; or (ii) proceed to
close and take the Project as diminished by such events; together with an
assignment of the proceeds of Seller's casualty insurance for all Damage (or
condemnation awards for any Eminent Domain) and the payment by Seller to
Purchaser of any applicable deductible amounts.

                  14.3. In the event of a dispute between Seller and Purchaser
with respect to the cost of repair and/or replacement with respect to the
matters set forth in this SECTION 14, an engineer designated by Seller and an
engineer designated by Purchaser shall select an independent engineer licensed
to practice in the jurisdiction where the Project is located who shall resolve
such dispute. All fees, costs and expenses of such third engineer so selected
shall be shared equally by Purchaser and Seller.



                                       18

         15.      DEFAULT.

                  15.1. DEFAULT BY SELLER. If Seller shall have failed to
perform any of the covenants and agreements contained herein to be performed by
Seller within the time for performance as specified herein (including Seller's
obligation to close), Purchaser may either (i) terminate Purchaser's obligations
under this Agreement by written notice to Seller with a copy to Escrowee, in
which event the Earnest Money, together with all interest earned thereon, shall
be returned to Purchaser; or (ii) Purchaser may file an action for specific
performance of this Agreement. Except as otherwise expressly provided in SECTION
15.2, Purchaser shall have no other remedy for any default by Seller, including
any right to damages. In the event that any of the Conditions Precedent shall
not have been satisfied on or prior to Closing, Purchaser's sole remedy
hereunder, at law or in equity, shall be to terminate this Agreement by written
notice to Seller, with a copy to Escrowee, and receive the return of the Earnest
Money, together with all interest earned thereon, whereupon neither party shall
have any further liability hereunder except as otherwise expressly provided in
SECTIONS 6.3, 17 and 20.

                  15.2. PURCHASER'S OUT-OF-POCKET COSTS. In the event (a)
Seller's breach or default hereunder directly results from an intentional act or
omission of Seller taken with the intention of frustrating Closing or the
willful misconduct of Seller and (b) Purchaser elects to terminate this
Agreement on account of such breach or default, then, upon such termination by
Purchaser hereunder, in addition to receiving the immediate return of the
Earnest Money, anything in this Agreement contained to the contrary
notwithstanding, Purchaser shall also be entitled to receive from Seller, upon
demand, Purchaser's actual, documented out-of-pocket costs and expenses
associated with this Agreement and Purchaser's anticipated acquisition of the
Project including, without limitation, Purchaser's reasonable fees and costs of
counsel, title expenses, survey costs, and other costs and expenses associated
with Purchaser's due diligence, including, without limitation, legal, financial
and accounting due diligence, Purchaser's structural inspection of the Project
and Purchaser's environmental assessment of the Project (collectively,
"TRANSACTION COSTS"). The foregoing list is not intended to be exclusive, but
representative of the costs and expenses that the parties anticipate that
Purchaser will incur in anticipation of this transaction. Seller's maximum
reimbursement liability under this SECTION 15.2 shall not exceed $50,000.00.

                  15.3. DEFAULT BY PURCHASER. Purchaser recognizes that the
Project will be removed by Seller from the market during the existence of this
Agreement and that if this purchase and sale is not consummated because of
Purchaser's default, Seller shall be entitled to compensation for such
detriment. Seller and Purchaser acknowledge that it is extremely difficult and
impracticable ascertain the extent of the detriment, and to avoid this problem,
Seller and Purchaser agree that if the purchase and sale contemplated in this
Agreement is not consummated because of Purchaser's default under this
Agreement, Seller shall be entitled to retain the Earnest Money and all interest
earned thereon as liquidated damages. The parties agree that the sum stated
above as liquidated damages shall be in lieu of any other relief to which Seller
might otherwise be entitled, Seller hereby specifically waiving any and all
rights which it may have to damages or specific performance as a result of
Purchaser's default under this Agreement.

         16.      SUCCESSORS AND ASSIGNS.

         Neither party shall assign this Agreement without the prior written
consent of the other, except that either party may assign its interest in and
obligations under this Agreement to a so-called "Qualified Intermediary" in
order to accomplish an Exchange. Without limitation of the foregoing, Purchaser
shall have the further right, at its option, to assign its rights under this
Agreement to Corporate Office Properties Trust, or Corporate Office Properties,
L.P., or to a limited liability company in which COPLP shall be a member or to
another limited general partnership in which COPT, COPLP or their affiliate,
shall be a partner, provided that such assignee assumes and accepts all of
Purchaser's liabilities and obligations hereunder in writing.


                                       19



         17.      LITIGATION.

         In the event of litigation between the parties with respect to the
Project, this Agreement, the Escrow Agreement, the performance of their
respective obligations hereunder or the effect of a termination under this
Agreement or the Escrow Agreement, the losing party shall pay all reasonable,
documented costs and expenses incurred by the prevailing party in connection
with such litigation, including, but not limited to, reasonable attorneys' fees
of counsel selected by the prevailing party. Notwithstanding any provision of
this Agreement to the contrary, the obligations of the parties under this
SECTION 17 shall survive termination of this Agreement.

         18.      NOTICES.

         Any notice, demand or request which may be permitted, required or
desired to be given in connection therewith shall be given in writing and
directed to Seller and Purchaser as follows:

            Seller:             First Industrial Financing Partnership, L.P.
                                440 Commercial Street, 5th Floor
                                Boston, MA  02109
                                Attn: James D. Carpenter

            With a copy to
            its attorneys:      Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                                333 W. Wacker Drive
                                27th Floor
                                Chicago, Illinois 60606
                                Attn: Mark J. Beaubien, Esq.

            Purchaser:          COPT Acquisitions, Inc.
                                401 City Avenue, Suite 615
                                Bala Cynwyd, Pennsylvania 19004
                                Attn:  Jim Davis

            With a copy to
            its attorneys:      Corporate Office Properties Trust
                                8815 Center Park Drive, Suite 400
                                Columbia, Maryland 21045
                                Attn: John H. Gurley, Esq.
                                Vice President and General Counsel

                                   - and -

                                Morgan, Lewis & Bockius, LLP
                                1701 Market Street
                                Philadelphia, Pennsylvania  19103-2921
                                Attn:  Eric L. Stern, Esq.

         Notices shall be deemed properly delivered and received when and if
either (i) personally delivered; or (ii) one (1) business day after deposits
with Federal Express or other overnight courier.

         19.      BENEFIT.

         This Agreement is for the benefit only of the parties hereto and no
other person or entity shall be entitled to rely hereon, receive any benefit
herefrom or enforce against any party hereto any provision hereof.

         20.      BROKERAGE.

         Each party hereto represents and warrants to the other that it has
dealt with no brokers or finders in connection with this transaction, except for
Cushman & Wakefield ("BROKER"). Seller shall pay any brokers' commission due to
Broker, if any. Seller hereby indemnifies, protects, defends and holds Purchaser
harmless from and against all losses, claims, costs, expenses and damages
(including, but not limited to, reasonable attorneys' fees of counsel selected
by Purchaser) resulting from the claims of any broker, finder, or other such
party, including Broker, claiming by, through or under the acts or agreements of
Seller. Purchaser hereby indemnifies, protects, defends and holds Seller
harmless from and against all losses,

                                       20

claims, costs, expenses and damages (including, but not limited to, reasonable
attorney's fees of counsel selected by Seller) resulting from the claims of any
broker, finder or other such party, other than Broker, claiming by, through or
under the acts or agreements of Purchaser. The obligations of the parties
pursuant to this SECTION 20 shall survive any termination of this Agreement.

         21.      MISCELLANEOUS.

                  21.1. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties with respect to the transaction contemplated
herein, and all prior or contemporaneous oral agreements, understandings,
representations and statements, and all prior written agreements,
understandings, letters of intent and proposals are merged into this Agreement.
Neither this Agreement nor any provisions hereof may be waived, modified,
amended, discharged or terminated except by an instrument in writing signed by
the party against which the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in
such instrument.

                  21.2. TIME OF THE ESSENCE. Time is of the essence of this
Agreement. If any date herein set forth for the performance of any obligations
by Seller or Purchaser or for the delivery of any instrument or notice as herein
provided should be on a Saturday, Sunday or legal holiday, the compliance with
such obligations or delivery shall be deemed acceptable on the next business day
following such Saturday, Sunday or legal holiday. As used herein, the term
"legal holiday" means any state or federal holiday for which financial
institutions or post offices are generally closed in the Commonwealth of
Pennsylvania for observance thereof.

                  21.3. CONSTRUCTION. The headings of various Sections in this
Agreement are for convenience only, and are not to be utilized in construing the
content or meaning of the substantive provisions hereof.

                  21.4. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.

                  21.5. PARTIAL INVALIDITY. The provisions hereof shall be
deemed independent and severable, and the invalidity or partial invalidity or
enforceability of any one provision shall not affect the validity of
enforceability of any other provision hereof.

                  21.6. NO RECORDING. Neither this Agreement nor any memorandum
thereof shall be recorded and the act of recording by Purchaser shall be deemed
a default by Purchaser hereunder.

         22.      SURVIVAL.

         All representations and warranties by the respective parties contained
herein or made by Seller in the Approval Date Certificate, the Updated Rent Roll
or the Closing Certificate, as the case may be, shall survive the Closing Date,
the delivery of the Deeds and transfer of title to the Land for a period of nine
(9) months. Notwithstanding anything to the contrary contained herein, if
Purchaser (x) is notified in any Scheduled Document, Estoppel Certificate
received by Purchaser prior to Closing, third party reports prepared for the
benefit of Purchaser in connection with its Basic Project Inspection or the
Additional Assessment, if any, that are received prior to Closing in final or
draft form, or Title Evidence received by Purchaser prior to Closing or in a
writing by Seller received by Purchaser prior to Closing (all



                                       21

of the foregoing, "IMPUTED NOTICE DOCUMENTS"), which notice and knowledge shall
be imputed to Purchaser to the extent contained in such Imputed Notice
Documents, or (y) obtains actual (as opposed to deemed, imputed or constructive
knowledge) knowledge prior to Closing, whether as a result of its review of the
Documents or otherwise, (aa) that any representation or warranty made by Seller
is not true or correct as of the date of this Agreement, or that such
representation or warranty is not true or correct as of the date of the Approval
Date Certificate, the Updated Rent Roll or the Closing Certificate, as the case
may be, or (bb) that Seller has failed to perform any covenant and agreement
herein contained and Purchaser shall nevertheless elect to acquire the Project
notwithstanding such fact, Purchaser shall not be entitled to commence any
action after Closing to recover damages from Seller due to such representation
or warranty failing to be true or correct (and Purchaser shall not be entitled
to rely on such representation or warranty), or such covenant and agreement
having failed to be performed by Seller. Furthermore, no claim for a breach of
any representation or warranty of Seller, or the failure of a covenant or
agreement of Seller, shall be actionable or payable unless (a) the valid claims
for all such breaches collectively aggregate more than Twenty-Five Thousand
Dollars ($25,000), in which event the full amount of such claims shall be
actionable, and (b) written notice containing a description of the specific
nature of such breach shall have been given by Purchaser to Seller prior to the
expiration of said nine (9) month period and an action shall have been commenced
by Purchaser against Seller within fifteen (15) months of Closing.
Notwithstanding anything contained herein to the contrary, the maximum amount
that Purchaser shall be entitled to collect from Seller in connection with all
suits, litigation or administrative proceeding resulting from any and all
breaches of any representations, warranties and certifications of Seller
contained in SECTION 8 hereof, the Approval Date Certificate, the Updated Rent
Roll or the Closing Certificate shall in no event exceed Two Million and No/100
Dollars ($2,000,000) in the aggregate. The limitations described in the
preceding sentence shall not apply in those instances where any
misrepresentation by Seller in this Agreement, the Approval Date Certificate,
the Updated Rent Roll or the Closing Certificate is determined by a court of
competent jurisdiction to have constituted a fraud by Seller upon Purchaser
within the meaning of the common law of the Commonwealth of Pennsylvania.

         23.      SEC REPORTING (8-K) REQUIREMENTS.

         For the period of time commencing on the Closing Date and continuing
through the first anniversary of the Closing Date, Seller shall, from time to
time, upon reasonable advance written notice from Purchaser, provide Purchaser
and its representatives, at Purchaser's sole cost and expense, with (I) access
to all financial and other information pertaining to the period of Seller's
ownership and operation of the Project, to enable Purchaser and its third party
accountants (the "ACCOUNTANTS") to prepare financial statements in compliance
with any or all of (a) Rule 3-05 or 3-14 of Regulation S-X of the Securities and
Exchange Commission (the "Commission"), as applicable; (b) any other rule issued
by the Commission and applicable to Purchaser; and (c) any registration
statement, report or disclosure statement filed with the Commission by, or on
behalf of Purchaser; and (II) a representation letter in a form to be mutually
and reasonably agreed to by Seller and Purchaser on or prior to Closing, signed
by the individual(s) responsible for Seller's financial reporting, which
representation letter may be required by the Accountants in order to render an
opinion concerning Seller's financial statements.



                                       22


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Purchase and Sale on the date first above written.

                                   SELLER:

                                   FIRST INDUSTRIAL FINANCING
                                   PARTNERSHIP, L.P., a Delaware limited
                                   partnership

                                   By: First Industrial Finance Corporation, its
                                       sole general partner


                                       By: /s/illegible
                                          -------------------------------
                                       Its:
                                           ------------------------------

                                   PURCHASER:

                                   COPT ACQUISITIONS, INC., a Delaware
                                   corporation


                                   By: /s/illegible
                                       ----------------------------------
                                   Its: President
                                        ---------------------------------


                                      S-1


                                    EXHIBITS



                             A       Address and Size of Buildings

                             B       Legal Description of the Land

                             C       Escrow Agreement

                             D       Documents

                             D-1     Scheduled Documents

                             E       Rent Roll

                             F       Estoppel Certificate





                                    SCHEDULES



                  Schedule 7.3     Surveys

                  Schedule 8.1.14  Rights to Purchase

                  Schedule 8.2.1   Lease Amendment or New Lease Terms

                  Schedule 11.3    Critical Tenants

                  Schedule 12.8    Leasing Commissions and Tenant Improvements








                                    EXHIBIT A

                          ADDRESS AND SIZE OF BUILDINGS

<TABLE>
<CAPTION>
                         Property            Square Feet            Valuation
                         --------            -----------            ---------
<S>                 <C>                      <C>                    <C>
A-1.                6340 Flank Drive            68,200
A-2.                6345 Flank Drive            69,443
A-3.                6360 Flank Drive            46,500
A-4.                6380 Flank Drive            32,000
A-5.                6400 Flank Drive            52,399
A-6.                6405 Flank Drive            32,000
                                                -------
                    Total Gateway              300,542              $28,650,000

A-7.                5035 Ritter Road            56,000
A-8.                5070 Ritter Road            60,000
                                                ------
                                               116,000              $10,850,000
                                  ---------------------------------------------
         Total Portfolio                       416,542              $39,500,000
                                  ---------------------------------------------
</TABLE>



                                      A-1



                                    EXHIBIT B

                          LEGAL DESCRIPTION OF THE LAND




                                      B-1



                                LEGAL DESCRIPTION

                                6340 FLANK DRIVE
                            HARRISBURG, PENNSYLVANIA


PARCEL 1:

ALL THAT CERTAIN piece or parcel of land, situate in the Township of Lower
Paxton, County of Dauphin, Commonwealth of Pennsylvania, known as Lot No. 6 of
Heatherwood Commercial Park, as shown on the Plan recorded in the Office of the
Recorder of Deeds in and for the County of Dauphin, in Plan Book "M", Volume 3,
Page 84, more particularly bounded and described as follows:

BEGINNING at a point on the north side of Flank Drive, formerly known as Butler
Drive, at the division line between Lot No. 5 and Lot No. 6, said point being
also a distance of 299.00 feet east of the intersection of the east side of
Aster Drive and the north side of Flank Drive, formerly known as Butler Drive;
THENCE by the line of Lots No. 5, 4 and 3 North 15 degrees 01 minutes west
518.68 feet to a point at the right of way line of route I-81. L.R. 1005; THENCE
BY same North 74 degrees 40 minutes 30 seconds East 560.00 feet to a point at
line of Lot No. 7; THENCE by same South 15 degrees 01 minutes East 501.05 feet
to a point on the north side of Flank Drive, formerly known as Butler Drive,
THENCE by the same and a curve to the right having a radius of 540.00 feet, an
arc length of 149.81 feet to a point; THENCE by the same South 74 degrees 59
minutes West 412.09 feet to the point and place of BEGINNING.

BEING the same premises which Bedford Associates, New York limited partnership
by deed dated June 30, 1987 and recorded in the Recorded of Deeds Office in and
for Dauphin County, in Record Book 967, page 246 granted and conveyed to Rouse &
Associates 6340 Flank Drive Limited Partnership, a Pennsylvania limited
partnership.

PARCEL 2:

Easement for "Common Areas" as granted in the Declaration of Protective
Covenants Heatherwood Commercial Park recorded at Book 257, page 525.



                                     B-1-1



                                LEGAL DESCRIPTION

                                6345 FLANK DRIVE
                            HARRISBURG, PENNSYLVANIA


PARCEL 1:

ALL THAT CERTAIN piece or parcel of land, situate in the Township of Lower
Paxton, County of Dauphin, Commonwealth of Pennsylvania, known as Lot No. 14 of
Heatherwood Commercial Park, as shown on the Plan recorded in the Office of the
Recorder of Deeds in and for the County of Dauphin in Plan Book M, Volume 3,
Page 84, more particularly bounded and described as follows:

BEGINNING at a point of tangent on the Easterly side of Dorchester Road (50 feet
wide), said point being measured from a point of curve on the Northerly side of
Allentown Boulevard (120 feet wide); on the arc of a circle curving to the right
having a radius of 25 feet the arc distance of 39.27 feet;

THENCE extending from said beginning point along the Easterly side of Dorchester
Road, North 15 degrees 01 minute West 445.10 feet to a point of curve;

THENCE extending on the arc of a circle curving to the right having a radius of
25 feet the arc distance of 39.27 feet, having a chord bearing of North 29
degrees 59 minutes East 35.36 feet to a point of tangent on the southerly side
of Flank Drive, formerly known as Butler Drive (60 feet wide);

THENCE extending along the said Southerly side of Flank Drive, formerly known as
Butler Drive, North 74 degrees 59 minutes East 362.09 feet to a point of curve,

THENCE continuing along Flank Drive, formerly known as Butler Drive, on the arc
of a circle curving to the left having a radius of 600 feet the arc distance of
159.16 feet having a chord bearing of North 67 degrees 23 minutes 03 seconds
East 158.69 feet to a point being the Northwest corner of Lot No. 13;

THENCE extending along said lot the following two courses and distances;

         (1)      South 36 degrees 01 minute East 252.87 feet and

         (2)      South 15 degrees 01 minute East 280.00 feet to a point on the
                  Northerly side of Allentown Boulevard;

Thence extending along said Allentown Boulevard, South 74 degrees 59 minutes
West 610.00 feet to a point of curve;

THENCE extending on the arc of a circle curving to the right having a radius of
25 feet the arc distance of 39.27 feet, having a chord bearing of North 60
degrees 01 minutes West 35.36 feet, to the first mentioned point and place of
BEGINNING.

PARCEL 2:

Easement to "Common Areas" as granted in the Declaration of Protective Covenants
Heatherwood Commercial Park recorded at 257, page 525.


                                     B-1-2




                                LEGAL DESCRIPTION

                                6360 FLANK DRIVE
                              LOWER PAXTON TOWNSHIP
                            HARRISBURG, PENNSYLVANIA


PARCEL 1:

ALL THAT CERTAIN piece or parcel of land, situate in the Township of Lower
Paxton, County of Dauphin, Commonwealth of Pennsylvania, known as Lot #7 of
Heatherwood Commercial Park, as shown on the plan recorded in the Office of the
Recorder of deeds in and for the County of Dauphin in Plan Book "M", Volume 3,
Page 84, more particularly bounded and described as follows:

BEGINNING at a point on the north side of Flank Drive, formerly known as Butler
Drive, at the division line between Lot No. 6 and Lot No. 7, said point being
also a distance of 860.90 feet east of the intersection of the east side of
Aster Drive and the north side of Flank Drive, formerly known as Butler Drive;
THENCE by the division line between Lot NO. 6 and Lot No. 7 North 15 degrees of
01 minute West 501.05 feet to a point at the right of way line of Route I-81,
L.R. 1105; THENCE by the same North 74 degrees 40 minutes 30 seconds East 294.43
feet to a point at a curve; THENCE by same and a curve to the right having a
radius of 11,359.20 feet, an arc length of 289.95 feet to a point at line of Lot
No. 8; THENCE by same South 15 degrees 01 minute East 303.52 feet to a point on
the north side of Flank Drive, formerly known as Butler Drive; THENCE by same
and a curve to the left having a radius of 800.00 feet, an arc length of 193.90
feet to a point; THENCE by same South 53 degrees 59 minutes West 376.08 feet to
a point; THENCE by same and a curve to the right having a radius of 540.00 feet,
an arc length of 48.11 feet to a point, the place of BEGINNING.

PARCEL 2:

Easement for Common Areas as granted in the Declaration of Protective Covenants
Heatherwood Commercial Park recorded in Book 257 page 525.



                                     B-1-3



                                LEGAL DESCRIPTION

                                6380 FLANK DRIVE
                              LOWER PAXTON TOWNSHIP
                            HARRISBURG, PENNSYLVANIA


PARCEL 1:

ALL THAT CERTAIN piece or parcel of land, situate in the Township of Lower
Paxton, County of Dauphin, Commonwealth of Pennsylvania, known as Lot No. 6 of
Heatherwood Commercial Park, as shown on the Plan recorded in the Office of the
Recorder of Deeds in and for the County of Dauphin, in Plan Book "M", Volume 3,
Page 84, more particularly bounded and described as follow:

BEGINNING at a point on the north side of Flank Drive, formerly known as Butler
Drive, at the division line between Lot No. 5 and Lot No. 6, said point being
also a distance of 299.00 feet east of the intersection of the east side of
Aster Drive and the north side of Flank Drive, formerly known as Butler Drive;
THENCE by the line of Lots No. 5, 4 and 3 North 15 degrees 01 minutes west
518.68 feet to a point at the right of way line of Route I-81, L.R. 1005; THENCE
by same North 74 degrees 40 minutes 30 seconds East 560.00 feet to a point at
line of Lot No. 7; THENCE by same South 15 degrees 01 minutes East 501.05 feet
to a point on the north side of Flank Drive, formerly known as Butler Drive;
THENCE by the same and a curve to the right having a radius of 540.00 feet, an
arc length of 149.81 feet to a point; THENCE by the same South 74 degrees 59
minutes West 412.09 feet to the point and place of BEGINNING.

BEING the same premises which Bedford Associates, a New York limited partnership
by deed dated June 30, 1987 and recorded in the Recorder of Deeds Office in and
for Dauphin County, in Record Book 967, page 246 granted and conveyed to Rouse &
Associates - 6340 Flank Drive Limited Partnership, a Pennsylvania limited
partnership.

PARCEL 2:

Easement for "Common Areas" as granted in the Declaration of Protective
Covenants Heatherwood Commercial Park recorded at Book 257, page 525.



                                     B-1-4



                                LEGAL DESCRIPTION

                                6400 FLANK DRIVE
                              LOWER PAXTON TOWNSHIP
                            HARRISBURG, PENNSYLVANIA

PARCEL 1:

ALL THAT CERTAIN lot or parcel of land situate in Lower Paxton Township, Dauphin
County, Pennsylvania, bounded and described according to a Subdivision Plan for
Gateway Corporate Center by Kidde Consultants, Inc. dated July 18, 1990 recorded
November 19, 1990 in Plan Book "D", Volume 5, page 19, as follows:

BEGINNING at a point on the northern right of way of Flank Drive, at the
division line between Lot No. 8 and No. 9, said point being a distance of
1,973.69 feet East of the intersection of the eastern right of way of Aster
Drive and the northern right of way of Flank Drive; THENCE by the division line
between Lot No. 8 and Lot No. 9 North 10 degrees 22 minutes 18 seconds West,
345.09 feet to a point at the right of way line of Route I-81 S.R. 0081; THENCE
by the same and a curve to the right having a radius of 11,359.20 feet, an arc
length of 523.45 feet to a point; THENCE by the same South 8 degrees 37 minutes
East 10.00 feet to a point; THENCE by the same along a curve to the right having
a radius of 11,349.20 feet, an arc length of 106.61 feet to a point; THENCE
along the lands N/F of B.&K, Inc., South 23 degrees 42 minutes 30 seconds West
249.68 feet to a point; THENCE along the same South 37 degrees 36 minutes East,
242.00 feet to a point, said point being the northeast corner of Lot No. 10;
THENCE along the same, South 79 degrees 37 minutes 42 seconds West, 451.38 feet
to a point; THENCE by the same north 69 degrees 26 minutes 23 seconds West,
44.74 feet to a point on the right of way of Flank Drive; THENCE by the same and
a curve to the left having a radius of 60.00 feet, an arc length of 133.89 feet
to a point; THENCE by the same and a curve to the right having a radius of 30.00
feet, an arc length of 22.30 feet to a point; THENCE by the same and a curve to
the left having a radius of 330.00 feet, an arc length of 7.40 feet to a point
and the place of BEGINNING.

BEING DESIGNATED at Lot No. 9 on the above captioned plan.

PARCEL 2:

Easement to "Common Areas" as granted in the Declaration of Protective Covenants
Heatherwood Commercial Park recorded in Book 257, page 525.



                                     B-1-5



                                LEGAL DESCRIPTION

                                6405 FLANK DRIVE
                            HARRISBURG, PENNSYLVANIA


PARCEL 1:

ALL THAT CERTAIN lot or parcel of land situate in Lower Paxton Township, Dauphin
County, Pennsylvania, bounded and described according to Subdivision Plan for
Gateway Corporate Center by Kidde Consultants, Inc., dated July 18, 1990 and
recorded November 19, 1990 in Plan Book "D", Volume 5, page 19, as follows, to
wit:

BEGINNING at a point on the East end of the Flank Drive Cul-de-sac, at the
division line between Lot No. 9 and Lot No. 10, said point being a distance of
2,137.28 feet East of the intersection of the eastern right-of-way of Aster
Drive and the northern right-of-way of Flank Drive; THENCE by the division line
between Lot No. 9 and Lot No. 10 South 69 degrees 26 minutes 23 seconds East,
44.74 feet to a point; THENCE by the same North 79 degrees 37 minutes 42 seconds
East, 451.38 feet to a point; THENCE along the lands N/F of B & K, Inc., South
37 degrees 36 minutes East, 89.46 feet to a point; THENCE along the lands N/F of
Dauphin Management Corp. South 14 degrees 09 minutes 15 seconds East, 484.65
feet to a point along the northern right of way of Allentown Boulevard, S.R.
0022; THENCE by the same, South 74 degrees 59 minutes West, 100.00 feet to a
point; THENCE by the line between Lot No. 10 and Lot No. 16 North 15 degrees 01
minute West, 38.17 feet to a point; THENCE along the same, North 84 degrees 09
minutes 05 seconds West, 474.01 feet to a point; THENCE by the line between Lot
No. 10 and Lot No. 11, North 10 degrees 22 minutes 18 seconds West, 381.35 feet
to a point; THENCE by the same North 69 degrees 26 minutes 23 seconds West,
25.93 feet to a point on the right of way of the Flank Drive Cul-de-sac; THENCE
by the same and a curve to the left having a radius of 60.00 feet, an arc length
of 34.47 feet to a point and the place of BEGINNING.

BEING designated as Lot No. 10 on the above captioned plan.

PARCEL 2:

Easement for "Common Areas: as granted in the Declaration of Protective
Covenants Heatherwood Commercial Park recorded in Book 257, page 525.



                                     B-1-6



                                LEGAL DESCRIPTION

                                5035 RITTER ROAD
                              LOWER ALLEN TOWNSHIP
                           MECHANICSBURG, PENNSYLVANIA


PARCEL 1:

ALL THAT CERTAIN tract or parcel of land situate in Lower Allen Township,
Cumberland County, Pennsylvania, more particularly bounded and described
according to a Final Subdivision Plan of Tract "B" of a portion of "Rossmoyne
Industrial Park" for Smith Land & Improvement Corporation, by Robert E. Hartman,
Jr., P.E. and R.S. dated May 8, 1987 and revised June 17, 1987, recorded August
24, 1987 in Plan Book 53, page 122, and being designated as Lot B-2 thereon, as
follows:

BEGINNING at a point on the southern right of way line of "Ritter Road" (a 60
foot right of way) said point being located and referenced in a northwesterly
direction from the center line intersection of "Louise Drive" and "Ritter Road"
the following four (4) courses and distances:

         1.       from said intersection along the center line of "Ritter Road"
                  north 38 degrees 09 minutes 37 seconds west, a distance of
                  735.96 feet to a point; thence

         2.       along the same on the arc of a curve, curving to the left,
                  having a radius of 250.00 feet, an arc length of 392.70 feet
                  to a point; thence

         3.       along the same north 51 degrees 50 minutes 23 seconds west, a
                  distance of 586.85 feet to a point; thence

         4.       south 40 degrees 42 minutes 20 seconds east, a distance of
                  30.03 feet to a point on the southern right-of-way line of
                  "Ritter Road" the point of BEGINNING.

THENCE from said point of BEGINNING along lands of Smith Land & Improvement
Corporation south 40 degrees 42 minutes 20 seconds east, a distance of 460.45
feet to a point; THENCE along the same south 51 degrees 50 minutes 23 seconds
west, a distance of 534.93 feet to a point;

THENCE along the same North 38 degrees 09 minutes 37 seconds West, a distance of
460.00 feet to a point on the southern right-of-way line of "Ritter Road";

THENCE along the southern right-of-way line of "Ritter Road" north 51 degrees 50
minutes 23 seconds east, a distance of 514.48 feet to a point, the place of
BEGINNING.

BEING Lot No. B-2 on Plan of Rossmoyne Industrial Park.

PARCEL 2:

TOGETHER with easements in and to the "Common Areas" as granted in the
Declaration of Protective Covenants recorded at Book 354, page 570.


                                     B-1-7




                                LEGAL DESCRIPTION

                                5070 RITTER ROAD
                           MECHANICSBURG, PENNSYLVANIA


PARCEL 1:

ALL that certain land and premises situate in Upper Allen Township, Cumberland
County, Pennsylvania being Lot #D-2 in Final Subdivision Plan of Tracts "D" and
"F" Lots D-2 and F-3 a portion of "Rossmoyne Industrial Park" for Smith Land &
Improvement Corporation by J. Michael Brill & Associates, Inc., J. Michael
Brill, P.E. dated May 9, 1988 and recorded in Cumberland County Courthouse on
June 23, 1988 in Plan Book 55, page 114, as follows:

BEGINNING at a point on the northern right-of-way line of "Ritter Road" (a 60
foot right-of-way) said point being located and referenced form the centerline
intersection of "Ritter Road" and "Scott Street" the following two (2) courses
and distances:

         1.       From said intersection along the centerline of "Ritter Road"
                  south 51 degrees 50 minutes 23 seconds West, a distance of
                  526.35 feet to a point;

         2.       Thence north 38 degrees 09 minutes 37 seconds west, a distance
                  of 30.00 feet to a point on the northern right-of-way line of
                  Ritter Road, the point of BEGINNING.

THENCE from said point of beginning, along the northern right-of-way line of
"Ritter Road" south 51 degrees 50 minutes 23 second west, a distance of 515.29
feet to a point; THENCE along other lands now or formerly of Smith Land &
Improvement Corporation, North 38 degrees 09 minutes 37 seconds West, a distance
of 423.38 feet to a point on the southern right-of-way line of U.S. Route #15
(L.R. #123); THENCE along the southern right-of-way line of U.S. Route #15 on an
arc of a curve curving to the right having a radius of 2789.79 and an arc length
of 312.85 feet to a point; THENCE along the same north 51 degrees 04 minutes 37
seconds east, a distance of 203.38 feet to a point; THENCE along Lot #D-1 south
38 degrees 09 minutes 37 seconds east, a distance of 447.77 feet to a point on
the northern right-of-way line of "Ritter Road", being the point of BEGINNING.

PARCEL 2:

Easement in and to the "Common Area" contained in the Declaration of Protective
Covenants for Rossmoyne Business Center recorded at Book 354, page 570.



                                     B-1-8





                                    EXHIBIT C

                        EARNEST MONEY ESCROW INSTRUCTIONS

         These Earnest Money Escrow Instructions ("INSTRUCTIONS") are entered
into as of this _______ day of ___________, 199__ by and among First Industrial
FINANCING PARTNERSHIP, L.P. ("SELLER"), ("PURCHASER"), and COMMONWEALTH LAND
TITLE INSURANCE COMPANY ("ESCROWEE").

         WHEREAS, Purchaser and Seller entered into an Agreement of Purchase and
Sale, dated _______________, 199__ (the "AGREEMENT"), for the purchase and sale
of the Project (as defined in the Agreement and hereinafter collectively
referred to as the "PROPERTY"); and

         WHEREAS, the parties desire to enter into escrow instructions with
Escrowee pursuant to which Purchaser shall deposit earnest money, as required
under the Agreement (the "ESCROW").

         NOW THEREFORE, in consideration of the mutual covenants contained in
these Instructions, and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties agree as
follows:

         1.       Deposit.

                  1.1. INITIAL EARNEST MONEY. Pursuant to the terms and
provisions of the Agreement, and simultaneously with the execution hereof,
Purchaser has deposited with Escrowee earnest money in the sum of
____________________ ($_____________) [the "EARNEST MONEY"].

                  1.2. ADDITIONAL EARNEST MONEY. Pursuant to the terms and
provisions of the Agreement, simultaneously with its delivery of the Closing
Date Extension Notice, Purchaser has deposited with Escrowee earnest money in
the sum of ($_________) (the "ADDITIONAL EARNEST MONEY"). The Initial Earnest
Money and the Additional Earnest Money shall hereinafter collectively be
referred to as the "EARNEST MONEY".

                  1.3. INVESTMENT OF EARNEST MONEY. Escrowee shall invest the
Earnest Money in interest-bearing securities, bank deposits and/or so-called
"money market funds" established and managed by nationally recognized firms, as
selected by Purchaser. All interest earned on the Earnest Money shall be paid as
specifically provided in these Instructions.

         2.       APPLICATION OF EARNEST MONEY AT CLOSING AND UPON TERMINATION
                  OF AGREEMENT.

                  2.1. AT CLOSING. At Closing (as defined in the Agreement), (i)
the Earnest Money shall be delivered by Escrowee to Seller and credited against
the payment of the Purchase Price, and (ii) all interest earned thereon shall be
delivered by Escrowee to Purchaser, whereupon the Escrow shall terminate.

                  2.2. UPON TERMINATION OF CONTRACT. Notwithstanding the
foregoing, the Agreement provides certain circumstances in which Purchaser shall
have the unilateral right to terminate the Agreement on or before ___________,
199__ (the "APPROVAL DATE"), by delivery of written notice to Seller and
Escrowee (the "TERMINATION NOTICE"). Upon Escrowee's receipt of the Termination
Notice (provided Escrowee receives such Termination Notice on or before
______________, Escrowee shall immediately and simultaneously (x) deliver a copy
of the Termination Notice to Seller, in the manner provided in SECTION 5 below,
and (y) disburse the full amount of the Earnest Money, together with any and all
interest earned thereon, to Purchaser.

         3.       DEFAULT.

                  3.1. PURCHASER'S DEFAULT. In the event that after the Approval
Date Purchaser breaches or defaults under the obligations imposed on it under
the Agreement, and Seller desires



                                      C-1

to obtain the Earnest Money from Escrowee (pursuant to the terms of the
Agreement), Seller shall be required to present to Escrowee: Seller's affidavit
of default (the "DEFAULT AFFIDAVIT"), executed under penalty of perjury by an
authorized representative of Seller, certifying to Purchaser and Escrowee that
Purchaser is in default under the Agreement and, therefore, Seller is entitled
to the Earnest Money proceeds. Upon receipt of the Default Affidavit from
Seller, Escrowee shall (i) deliver a copy of the Default Affidavit to Purchaser,
in the manner as provided in SECTION 5 below and (ii) if, within four (4)
business days after the date on which the Default Affidavit is deemed to be
delivered to Purchaser (pursuant to SECTION 5 below), Escrowee has not received
from Purchaser a notice ("OBJECTION NOTICE") objecting to Escrowee's compliance
with the Default Affidavit, Escrowee shall deliver the Earnest Money, together
with all interest earned thereon, to Seller.

                  3.2. SELLER'S DEFAULT. In the event that after the Approval
Date, Seller breaches or defaults under the obligations imposed on it under the
Agreement, and Purchaser desires the return of the Earnest Money from Escrowee
(pursuant to the terms of the Agreement), Purchaser shall be required to present
to Escrowee: its own Default Affidavit executed under penalty of perjury by an
authorized representative of Purchaser certifying to Seller and Escrowee that
Seller is in default under the Agreement and, therefore, Purchaser is entitled
to return of the Earnest Money proceeds. Upon receipt of the Default Affidavit
from Purchaser, Escrowee shall (i) deliver a copy of the Default Affidavit to
Seller as provided in SECTION 5 below, and (ii) if, within four (4) business
days after the date on which the Default Affidavit is deemed to be delivered to
Seller (pursuant to SECTION 5 below), Escrowee has not received from Seller an
Objection Notice, objecting to Escrowee's compliance with the Default Affidavit,
Escrowee shall deliver the Earnest Money, together with all interest earned
thereon, to Purchaser.

         4.       OBJECTION NOTICES. If Escrowee receives an Objection Notice
from either Seller or Purchaser within the time period set forth in SECTION 3
above, then Escrowee shall refuse to comply with the Default Affidavit then in
question ("OBJECTIONABLE DEFAULT AFFIDAVIT") until Escrowee receives (a) joint
written instructions executed by both Purchaser and Seller, or (b) a final
non-appealable order with respect to the disposition of the Earnest Money from a
federal or state court of competent jurisdiction ("COURT ORDER"), in either of
which events Escrowee shall then disburse the Earnest Money and all interest
earned thereon, in accordance with such direction or order, as the case may be.
Notwithstanding the immediately preceding sentence, if the party that delivers
the Objection Notice does not (i) commence litigation with respect to the
Earnest Money by filing a complaint or action for a declaratory judgment in an
appropriate court of competent jurisdiction ("LITIGATION"), and (ii) provide
notice and a copy of such complaint or action for declaratory judgment to
Escrowee and the other party to these Instructions within thirty (30) days after
delivery of the then-applicable Objection Notice, then Escrowee shall disburse
the Earnest Money in accordance with the Objectionable Default Affidavit.

         Notwithstanding anything to the contrary in the Agreement or these
Instructions, Seller and Purchaser hereby agree that in the event that (A)
either or both of them delivers a Default Affidavit pursuant to SECTION 3; (B)
the recipient of a Default Affidavit delivers an Objection Notice in response
thereto; (C) the party delivering an Objection Notice commences Litigation; (D)
the Litigation is ultimately resolved by the issuance of a Court Order; and (E)
the Court Order authorizes the disbursement of the Earnest Money to the party
that delivered the Default Affidavit that gave rise to the Objection Notice and
ensuing Litigation (the "INITIATING PARTY"), then the party that delivered such
Objection Notice shall be required to pay to the Initiating Party interest on
the Earnest Money, from the date on which the Initiating Party delivered its
Default Affidavit through the date on which the Escrowee disburses the Earnest
Money (and all interest accrued thereon) to the Initiating Party, which interest
shall be at the per annum rate of five percent (5.0%) in excess of the per annum
rate publicly announced, from time to time, by The First National Bank of
Chicago as its "prime" or "base" or "reference" rate of interest.


                                      C-2


         5.       NOTICES. Notices hereunder shall be deemed properly delivered
when and if either (i) personally delivered; or (ii) one (1) business day after
deposit with Federal Express or other commercial overnight courier; or (iii) two
(2) business days after deposit in the U.S. Mail, by registered or certified
mail, return receipt requested, postage prepaid, to the parties as set forth
below:

           Seller:            First Industrial Financing Partnership, L.P.
                              440 Commercial Street, 5th Floor
                              Boston, MA  02109
                              Attn: James D. Carpenter

           With a copy to
           its attorneys:     Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                              333 W. Wacker Drive
                              27th Floor
                              Chicago, Illinois 60606
                              Attn:    Mark J. Beaubien

           Purchaser:         COPT Acquisitions, Inc.
                              401 City Avenue, Suite 615
                              Bala Cynwyd, Pennsylvania 19004
                              Attn:  Jim Davis

           With a copy to
           its attorneys:     Corporate Office Properties Trust
                              8815 Center Park Drive, Suite 400
                              Columbia, Maryland 21045
                              Attn: John Gurley, Esq.

                                   - and -

                              Morgan, Lewis & Bockius, LLP
                              1701 Market Street
                              Philadelphia, Pennsylvania  19103-2921
                              Attn:  Eric L. Stern, Esq.

           Escrowee:          Commonwealth Land Title Insurance Company

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

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

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


         6.       ESCROWEE OBLIGATIONS. The parties agree that, except as
otherwise expressly provided in SECTION 4, the actions of, and the relationship
between, Purchaser and Seller shall be governed by the terms of the Agreement.
In all events and under all circumstances (except as otherwise expressly
provided in SECTION 4), the ultimate rights and obligations of Seller and
Purchaser shall be strictly governed and controlled by the terms and provisions
of the Agreement, rather than these Instructions. In the event of any conflict
between the terms and provisions of the Agreement and these Instructions, the
terms and provisions of the Agreement shall control in all events and
circumstances except as otherwise expressly provided in SECTION 4.
Notwithstanding the existence of the Agreement or any references herein to the
Agreement, the parties agree that Escrowee (but not Seller and Purchaser) shall
be governed solely by the terms and provisions of these Instructions. The
parties furthermore agree that, except as otherwise specifically provided in
SECTION 4 above, Escrowee is hereby expressly authorized to regard, comply with,
and obey any and all orders, judgments or decrees entered or issued by any
court, and, in case Escrowee obeys and complies with any such order, judgment or
decree of any court, it shall not be liable to either of the parties hereto or
to any other person, firm or corporation by reason of such compliance.
Notwithstanding any such order, judgment or decree entered without jurisdiction
or subsequently reversed, modified, annulled, set aside or vacated in case of
any suit or proceeding regarding this escrow to which Escrowee is or may be at
any time a party,

                                      C-3


Escrowee shall have a lien on the contents hereof for any or all costs,
attorneys' fees (whether such attorneys shall be regularly retained or specially
employed) and other expenses that have been incurred by Escrowee or for which
Escrowee becomes liable for on account, and Escrowee shall be entitled to
reimburse itself therefor out of the Earnest Money deposit and the undersigned
jointly and severally agree to pay Escrowee, upon demand, all such costs and
expenses so incurred.

7. LITIGATION. In the event of litigation between the parties with respect to
these Instructions, the performance of their respective obligations hereunder,
or the effect of a termination under the Agreement or these Instructions, the
losing party shall pay all costs and expenses incurred by the prevailing party
in connection with such litigation, including, but not limited to, court costs
and reasonable fees of counsel selected by the prevailing party. Notwithstanding
any provision of the Agreement or these Instructions to the contrary, the
obligations of the parties under this SECTION 7 shall survive a termination of
either or both of the Agreement and these Instructions.

8. COUNTERPART. These Instructions may be executed in counterparts, each of
which shall constitute an original but all of which together shall constitute
one and the same instrument.

                                     SELLER:

                                     FIRST INDUSTRIAL FINANCING
                                     PARTNERSHIP, L.P., a Delaware limited
                                     partnership

                                     By: First Industrial Finance Corporation,
                                         its sole general partner


                                         By:
                                            --------------------------------
                                         Its:
                                             -------------------------------

                                     PURCHASER:

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

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


                                     By:
                                        ------------------------------------

                                     Its:
                                         -----------------------------------

ACCEPTED BY ESCROWEE:

Commonwealth Land Title Insurance Company



By:
   -------------------------
Its
   -------------------------


                                      C-4



                                    EXHIBIT D

                                    DOCUMENTS



                  (a) ENVIRONMENTAL REPORTS. Copies of all final, written third
party reports, issued to Seller regarding soil conditions, ground water,
wetlands, underground tanks, subsurface conditions and/or other environmental
conditions concerning the Project.

                  (b) LEASES. A copy of all Leases covering all or any portion
of the Project (including all amendments and modifications thereto), together
with copies of all other underlying agreements and work letters, side letters,
guaranties and amendments, and copies of any agreements with respect to any
commissions due or to become due from Seller in connection with any such
existing Leases. Seller shall provide Purchaser with access to Seller's tenant
files with respect to the Project. In addition, a copy of the rent roll (the
"RENT ROLL") prepared by Seller in the ordinary course of Seller's business.

                  (c) BOOKS AND RECORDS. Copies of the income and expense
statements for the Project prepared by Seller in the ordinary course of Seller's
business for the last three (3) years of Seller's ownership of the Project (the
"OPERATING STATEMENTS"), including the Operating Statement to the extent
prepared for the current year to date, together with access to those supporting
materials in Seller's possession or reasonable control.

                  (d) APPROVALS. Copies of all, if any, of the following in
Seller's possession: any development approvals which have been obtained or which
have been applied for by Seller or on behalf of Seller and are pending in
connection with the Project; reports, licenses and permits for the Project
required by any zoning or environmental laws; copies of any subdivision plans or
plats, and certifications, rezonings, general plan amendments, parcel maps and
development agreements; and copies of all other permits, licenses, franchises,
certifications, authorizations, approvals and permits issued by any governmental
or quasi-governmental authorities to or for Seller for the construction,
ownership, operation, use and occupancy of the Project, or any part thereof (all
of the foregoing, are collectively herein referred to as "APPROVALS").

                  (e) EXISTING TITLE POLICIES AND SURVEYS. A copy of the most
recent owner's title insurance policy issued to Seller for the Project, and a
copy of the Surveys.

                  (f) INSURANCE CERTIFICATES. Copies of current insurance
certificates evidencing the insurance required to be maintained by any tenants
under any of the Leases to the extent in Seller's possession.

                  (g) EXISTING CONTRACTS. Copies of all of the following written
items in Seller's possession: (i) brokerage, service, maintenance, operating,
repair, supply, purchase, and other contracts and commitments relating to the
operation, construction or management of the Project (excluding any recorded
documents); (ii) equipment leases relating to equipment or property leased by
Seller and located in or upon the Project or used in connection therewith; and
(iii) guaranties and warranties issued to Seller in effect with respect to the
Project or Personal Property or any portion thereof, and all amendments and
modifications to any of the foregoing (the documents described in items (i) and
(ii), the "EXISTING CONTRACTS").


                                      D-1





                                   EXHIBIT D-1

                               SCHEDULED DOCUMENTS



(a)      Environmental Reports (see attached)

(b)      Leases (see attached)

(c)      Books and Records (see attached)

(d)      Approvals (see attached)

(e)      Existing Title Policies and Surveys (see attached)

(f)      Insurance Certificates (see attached)

(g)      Existing Contracts (see attached)



                                     D-1-1



                                                                  Exhibit D-1(e)

                       EXITING TITLE POLICIES AND SURVEYS


                                 TITLE POLICIES


Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 6340 Flank Drive

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 6345 Flank Drive

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 6360 Flank Drive

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 6380 Flank Drive

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 6400 Flank Drive

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 6405 Flank Drive

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 5035 Ritter Road

Title Policy issued by First American Title Insurance Company dated July 6, 1994
for 5070 Ritter Road



                                     SURVEYS

<TABLE>
<CAPTION>
  Property Address        Revised Date          Surveyor Name             Description
  ----------------        ------------          -------------             -----------
  <S>                     <C>               <C>                         <C>
  5035 Ritter Road          5/25/94         KCI Technologies, Inc.      As-Built Survey
  5070 Ritter Road          5/25/94         KCI Technologies, Inc.      As-Built Survey
  6340 Flank Drive          5/25/94         KCI Technologies, Inc.      As-Built Survey
  6345 Flank Drive          5/25/94         KCI Technologies, Inc.      As-Built Survey
  6360 Flank Drive          4/26/94         KCI Technologies, Inc.      As-Built Survey
  6380 Flank Drive          5/25/94         KCI Technologies, Inc.      As-Built Survey
  6400 Flank Drive          5/25/94         KCI Technologies, Inc.      As-Built Survey
  6405 Flank Drive          5/25/94         KCI Technologies, Inc.      As-Built Survey
</TABLE>



                                    D-1(e)-1




                                    EXHIBIT E

                                    RENT ROLL



                                      E-1



                                    EXHIBIT F

                              ESTOPPEL CERTIFICATE



                                      F-1




                                  SCHEDULE 7.3

                                     SURVEYS

                               See Schedule D-1(e)


                                    S-7.3-1



                                 SCHEDULE 8.1.14

                               RIGHTS TO PURCHASE

                                      None


                                   S-8.1.14-1



                                 SCHEDULE 8.2.1

                       LEASE AMENDMENT OR NEW LEASE TERMS


                                        S-8.2.1-1




                                  SCHEDULE 11.3

                                CRITICAL TENANTS



<TABLE>
<CAPTION>
   STREET ADDRESS              TENANT NAME                             SQUARE FEET
   --------------              -----------                             -----------
<S>                        <C>                                         <C>
6340 Flank Drive           Lancaster/Lebanon                            29,700
                           Merkert Enterprises                          18,500

6345 Flank Drive           Allstate Insurance                           20,600

6360 Flank Drive           Ikon Office Solutions                         9,394

6400 Flank Drive           PA Coalition Against Domestic Violence       26,859
                           REM Hagerty/Schwartz & Dixon                 14,340

6405 Flank Drive           Cowles Magazine                              32,000

5035 Ritter Road           AOPC                                         41,676

5070 Ritter Road           Maryland Group Insurance                     32,000
                           Vale National Training Center                17,600
</TABLE>


                                    S-11.3-1



                                  SCHEDULE 12.8

                   LEASING COMMISSIONS AND TENANT IMPROVEMENTS


                                    S-12.8-1