content: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):   Jan. 7, 1997
                                                    ---------------
  
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
  ------------------------------------------------------------------
   (Former name or former address, if changed since last report)
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
          (1) Completed Acquisition.  On  January 7, 1997, Parkway
  Properties LP, a Limited Partnership, in which Parkway
  Properties, Inc. is a 99% limited partner and a wholly-owned
  subsidiary is a 1% general partner, purchased Forum II & III in
  Memphis, Tennessee from a major insurance company.  Forum II &
  III are four-story and five-story Class A office buildings with
  approximately 177,000 square feet of rentable area situated in a
  five-building office park in the East Memphis Suburban Submarket.
  The buildings are currently 92% leased to 20 tenants with two
  tenants occupying approximately 50% of the building under leases
  expiring December 2000 and September 2003.  The purchase price of
  $16,425,000 was funded with existing cash reserves and borrowings
  of $7,440,000 on a line of credit with Deposit Guaranty National
  Bank, Jackson, Mississippi, at a rate equal to the 90-day LIBOR
  rate plus 2.35%, currently 8.0062%.
  
          (2) Proposed Acquisition.  Parkway Properties, Inc. has a
  contract to purchase Charlotte Park Executive Center for
  $14,800,000.  Charlotte Park Executive Center is a three-building
  portfolio located in Charlotte, North Carolina with approximately
  187,000 square feet of rentable area.  Charlotte Park Executive
  Center was 90% leased at December 31, 1996 with two tenants
  occupying approximately 73% of the rentable area with leases
  expiring January 1999 and November 1999.  This acquisition is
  still subject to Parkway's due dilegence review and the
  negotiation of definitive documentation.  Therefore, there can be
  no assurance that the purchase of this office property will be
  completed.
  
  
  
  Item 5.   Other Events.
  
             (1) Completed Acquisition.  On  March 7, 1996, Parkway
  Texas, Inc. a wholly-owned subsidiary of Parkway Properties, Inc.
  ("Parkway")  purchased the One Park 10 Plaza Office  Building  in
  Houston, Texas from a major insurance company.  One Park 10 Plaza
  is  an  eight  story  office building with approximately  161,000
  square  feet of rentable area and 609 parking spaces  located  in
  the Katy Freeway/Energy Corridor office submarket of Houston. The
  $6,700,000 purchase price was funded with existing cash reserves.
                                  
            (2) Proposed Acquisition.  Parkway Properties, Inc. has
  a  contract to purchase Ashford II & IV for $4,400,000.   Ashford
  II  &  IV  are two-story office buildings located in west Houston
  with  approximately  116,000 square feet  of  rentable  area  and
  additional  above  ground  and underground  parking  and  storage
  areas.  As of December 31, 1996, Ashford II & IV were 91% leased.
  This  acquisition  is  still subject to Parkway's  due  dilegence
  review   and   the   negotiation  of  definitive   documentation.
  Therefore,  there can be no assurance that the purchase  of  this
  office property will be completed.
  
  
  Item 7.   Financial Statements and Exhibits.
  
                 (a)  Financial Statements
  
                       The  following  audited  combined  financial
            statement of Forum II & III for the twelve months ended
            December 31, 1995 is attached hereto.  Also included is
            the unaudited combined financial statement for the nine
            months ended September 30, 1996.
  
                                                               Page
                                                               ----
  Report of Independent Auditors                                  6
  Combined Statement of Rental Revenue and
       Direct Operating Expenses                                  7
  Notes to Combined Statement of Rental Revenue
       and Direct Operating Expenses                              8
  
  
                The  following audited combined financial statement
            of  Charlotte  Park  Executive Center  for  the  twelve
            months ended December 31, 1995 is attached hereto. Also
            included  is the unaudited combined financial statement
            for the nine months ended September 30, 1996.
  
  
                                                               Page
                                                               ----
  Report of Independent Auditors                                 10
  Combined Statement of Rental Revenue and
      Direct Operating Expenses                                  11
  Notes to Combined Statement of Rental Revenue
      and Direct Operating Expenses                              12
  
  
                The  following audited financial statement  of  One
            Park 10 Plaza for the twelve months ended December  31,
            1995 is attached hereto. Also included is the unaudited
            financial statement for the nine months ended September
            30, 1996.
  
  
                                                               Page
                                                               ----
  Report of Independent Auditors                                 14
  Statement of Rental Revenue and
      Direct Operating Expenses                                  15
  Notes to Statement of Rental Revenue
      and Direct Operating Expenses                              16
  
  
                 (b)  Pro Forma Consolidated Financial Statements
  
                         The    following   unaudited   Pro   Forma
            Consolidated Financial Statements are attached hereto.
  
                      PARKWAY PROPERTIES, INC.
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)        18
  Pro Forma Consolidated Balance Sheet (Unaudited) -
       As of September 30, 1996                                  20
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Twelve Months Ended December 31, 1995             22
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Nine Months Ended September 30, 1996              23
  Notes to Pro Forma Consolidated Financial
       Statements (Unaudited)                                    24
  
  
             (c) Exhibits.
  
                   (10)(a)    Agreement  of  Sale  among  Tennessee
       Forum,  Inc. and Parkway Properties, Inc. dated December  4,
       1996.  Parkway  agrees  to  furnish  supplementally  to  the
       Securities and Exchange Commission on request a copy of  any
       omitted schedule or exhibit to this agreement.
  
                (10)(b) Purchase and Sale Agreement among Charlotte
       Park  Limited Partnership, CEP Investors Limited Partnership
       and  Parkway Carolina, Inc. dated November 4, 1996.  Parkway
       agrees  to  furnish  supplementally to  the  Securities  and
       Exchange  Commission  on  request  a  copy  of  any  omitted
       schedule or exhibit to this agreement.
                                  
                                  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have  audited the accompanying combined statement  of  rental
  revenue  and direct operating expenses of Forum II & III for  the
  year   ended   December   31,  1995.  This   statement   is   the
  responsibility of management.  Our responsibility is  to  express
  an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the  combined  statement of rental revenue and  direct  operating
  expenses  is  free of material misstatement.  An  audit  includes
  examining,  on a test basis, evidence supporting the amounts  and
  disclosures  in the statement.  An audit also includes  assessing
  the accounting principles used and significant estimates made  by
  management,   as   well  as  evaluating  the  overall   statement
  presentation.   We believe that our audit provides  a  reasonable
  basis for our opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be  a  complete presentation of Forum II & III's combined revenue
  and expenses.
  
  In  our  opinion,  the combined statement of rental  revenue  and
  direct  operating expenses referred to above presents fairly,  in
  all  material  respects, the combined rental revenue  and  direct
  operating expenses described in Note 2 of Forum II & III for  the
  year  ended  December  31,  1995, in  conformity  with  generally
  accepted accounting principles.
  
  We  have  compiled the accompanying combined statement of  rental
  revenue  and direct operating expenses of Forum II & III for  the
  nine  months  ended  September 30, 1996 in  accordance  with  the
  Statement on Standards for Accounting and Review Services  issued
  by  the  American  Institute of Certified Public  Accountants.  A
  compilation  is  limited to presenting in the form  of  financial
  statement  information that is the representation of  management.
  We  have not audited or reviewed the combined statement of rental
  revenue  and direct operating expenses of Forum II & III for  the
  nine  months  ended September 30, 1996 and, accordingly,  do  not
  express  an  opinion  or  any other  form  of  assurance  on  the
  statement.
  
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  December 19, 1996
  
                                  
                                  
                                  
                           Forum II & III
                                  
                Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year ended       Nine months ended
                              December 31, 1995   September 30, 1996
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue(Note 1):
   Minimum rents .............    $2,489,064        $1,813,786
   Reimbursed charges...........    337,232            210,698
  Other income..................     32,191             37,173
                                 ----------         ----------
                                  2,858,487          2,061,657
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    326,734            283,678
    Real estate taxes...........    263,845            197,884
    Management fees (Note 3)....    118,059             76,518
    Janitorial services
     and supplies...............    130,219            103,057
    Maintenance services
     and supplies...............    193,037            143,283
    Security services...........     41,704             45,636
    Insurance...................     61,323             51,311
    Legal and professional
     fees......................      115,738            62,930
    Administrative and
     miscellaneous expenses.....     38,543             33,555
                                 ----------         ----------
                                  1,289,202            997,852
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses.... $1,569,285         $1,063,805
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                                  
                           Forum II & III
                                  
            Notes to Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On January 7, 1997, Parkway Properties LP, a Limited Partnership,
  in which Parkway Properties, Inc. is a 99% limited partner with a
  wholly-owned subsidiary as a 1% general partner, purchased  Forum
  II  &  III  (the  "Buildings")  in  Memphis,  Tennessee  from  an
  unrelated  party.   The Buildings are four-story  and  five-story
  Class  A  office  buildings with approximately  177,000  combined
  unaudited  square  feet  of rentable area  situated  in  a  five-
  building office park in the East Memphis Suburban Submarket.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1995 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1996         $ 2,414,000
                          1997           2,302,000
                          1998           2,114,000
                          1999           2,025,000
                          2000           1,767,000
                        Thereafter       1,838,000
                                       -----------
                                       $12,460,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  Two  tenants, whose leases expire December 31, 2000 and September
  30,  2003, accounted for approximately 43% of the Buildings' 1995
  rental revenue.
  
  
                            Forum II & III
                                  
            Notes to Combined Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  
  2.  Basis of Accounting
  
  The  accompanying combined statement of rental revenue and direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain  expenses, such as  depreciation  and  mortgage
  interest  expense, which would not be comparable to the  proposed
  future  operations of the Buildings. Management is not  aware  of
  any  material factors relating to the Buildings that would  cause
  the   reported  financial  information  not  to  be   necessarily
  indicative of future operating results.
  
  3.  Management Fees
  
  Management  fees  of  4%  of  rental revenue  received  from  the
  operations  of the Buildings were paid to an unrelated management
  company.
                                  
                                  
                                  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have  audited the accompanying combined statement  of  rental
  revenue and direct operating expenses of Charlotte Park Executive
  Center  for  the year ended December 31, 1995. This statement  is
  the  responsibility  of  management.  Our  responsibility  is  to
  express an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the  combined  statement of rental revenue and  direct  operating
  expenses  is  free of material misstatement.  An  audit  includes
  examining,  on a test basis, evidence supporting the amounts  and
  disclosures  in the statement.  An audit also includes  assessing
  the accounting principles used and significant estimates made  by
  management,   as   well  as  evaluating  the  overall   statement
  presentation.   We believe that our audit provides  a  reasonable
  basis for our opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be  a complete presentation of Charolotte Park Executive Center's
  combined revenue and expenses.
  
  In  our  opinion,  the combined statement of rental  revenue  and
  direct  operating expenses referred to above presents fairly,  in
  all  material  respects, the combined rental revenue  and  direct
  operating  expenses  described  in  Note  2  of  Charlotte   Park
  Executive  Center  for  the  year ended  December  31,  1995,  in
  conformity with generally accepted accounting principles.
  
  We  have  compiled the accompanying combined statement of  rental
  revenue and direct operating expenses of Charlotte Park Executive
  Center for the nine months ended September 30, 1996 in accordance
  with  the  Statement  on  Standards  for  Accounting  and  Review
  Services  issued  by the American Institute of  Certified  Public
  Accountants. A compilation is limited to presenting in  the  form
  of  financial statement information that is the representation of
  management.   We  have  not  audited  or  reviewed  the  combined
  statement  of  rental  revenue and direct operating  expenses  of
  Charlotte  Park  Executive  Center  for  the  nine  months  ended
  September 30, 1996 and, accordingly, do not express an opinion or
  any other form of assurance on the statement.
  
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  January 9, 1997
  
  
                   Charlotte Park Executive Center
                                  
                Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year ended       Nine months ended
                              December 31, 1995   September 30, 1996
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue (Note 1):
   Minimum rents ............... $1,731,277         $1,227,516
   Reimbursed charges...........    984,178            707,162
  Other income..................     16,408             26,926
                                 ----------         ----------
                                  2,731,863          1,961,604
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    278,371            181,979
    Real estate taxes...........    222,800            167,100
    Management fees (Note 3)....    114,571             86,599
    Janitorial services
     and supplies...............    145,512            101,028
    Maintenance services
     and supplies...............    165,331            134,638
    Security services...........     35,761             25,471
    Insurance...................      8,606             23,641
    Legal and professional
     fees......................       30,180            39,644
    Administrative and
     miscellaneous expenses.....     170,341            124,247
                                 ----------         ----------
                                  1,171,473            884,347
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses.... $1,560,390         $1,077,257
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                                  
                   Charlotte Park Executive Center
                                  
            Notes to Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  Parkway Properties, Inc. (the "Company"), expects to complete its
  acquisition   of  the  Charlotte  Park  Executive   Center   (the
  "Buildings")  effective March 16, 1997 from an  unrelated  party.
  The  Buildings  are office buildings located in Charlotte,  North
  Carolina with a total of approximately 187,000 (unaudited) square
  feet of leasable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The future minimum rents and scheduled reimbursed charges on non-
  cancelable operating leases at December 31, 1995 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1996         $ 2,386,000
                          1997           2,289,000
                          1998           2,223,000
                          1999           1,454,000
                          2000              67,000
                                       -----------
                                       $ 8,419,000
                                       ===========
  
  
  Two  tenants,  whose  leases will expire  January  31,  1999  and
  November  30,  1999,  accounted  for  approximately  75%  of  the
  Buildings' 1995 rental revenue.
  
  
  
                   Charlotte Park Executive Center
                                  
            Notes to Combined Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  
  2.  Basis of Accounting
  
  The  accompanying combined statement of rental revenue and direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain  expenses, such as  depreciation  and  mortgage
  interest  expense, which would not be comparable to the  proposed
  future  operations of the Buildings. Management is not  aware  of
  any  material factors relating to the Buildings that would  cause
  the   reported  financial  information  not  to  be   necessarily
  indicative of future operating results.
  
  3.  Management Fees
  
  Management  fees  of  5%  of  rental revenue  received  from  the
  operations of two of the buildings and management fees of  3%  of
  rental revenue received from the operations of the other building
  were paid to an unrelated management company.
  
  
  
  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of One Park 10 Plaza for the year ended
  December  31,  1995.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be  a  complete presentation of One Park 10 Plaza's  revenue  and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of One Park 10 Plaza for  the  year
  ended  December  31, 1995, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct  operating expenses of One Park 10 Plaza for the  ten-week
  period  ended  March 7, 1996 in accordance with the Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form  of  financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct  operating expenses of the One Park 10 Plaza for the  ten-
  week  period ended March 7, 1996 and, accordingly, do not express
  an opinion or any other form of assurance on the statements.
  
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  January 3, 1997
  
  
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                                      Ten-week
                                 Year ended         period ended
                              December 31, 1995     March 7, 1996
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue (Note 1):
   Minimum rents ............... $1,658,883          $ 285,715
   Reimbursed charges...........     46,471             10,345
  Other income..................     26,068              3,066
                                 ----------         ----------
                                  1,731,422            299,126
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    256,017             40,202
    Real estate taxes...........     160,059             26,676
    Management fees (Note 3)....     53,366              8,426
    Janitorial services
     and supplies...............     114,883             20,991
    Maintenance services
     and supplies...............    184,430             23,727
    Security services...........     77,042             14,491
    Insurance...................     18,858              3,540
    Legal and professional
     fees......................       19,921                 -
    Administrative and
     miscellaneous expenses.....     121,621            21,956
                                 ----------         ----------
                                  1,006,197            160,009
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses....   $ 725,225         $  139,117
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                                  
                                  
                          One Park 10 Plaza
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  Parkway   Texas,  Inc.,  a  wholly-owned  subsidiary  of  Parkway
  Properties,  Inc. (the "Company"), purchased One  Park  10  Plaza
  (the "Building") on March 7, 1996 from an unrelated party.    The
  Building is an office building located in Houston, Texas  with  a
  total  of  approximately  161,000  (unaudited)  square  feet   of
  leasable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1995 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1996         $ 1,482,000
                          1997           1,562,000
                          1998           1,263,000
                          1999           1,022,000
                          2000             657,000
                        Thereafter       1,332,000
                                       -----------
                                       $ 7,318,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  Four  tenants'  leases  accounted for approximately  49%  of  the
  Building's 1995 rental revenue.  One of the four tenants' leases,
  which  totaled  approximately 10% of the Building's  1995  rental
  revenue,  expired January 31, 1996, and the other three  tenants'
  leases will expire April 14, 1998, January 31, 2000 and March 31,
  2003.
  
  
  
                        One Park 10 Building
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain  expenses,  such as depreciation  and  mortgage  interest
  expense,  which  would not be comparable to the  proposed  future
  operations  of  the Buildings. Management is  not  aware  of  any
  material  factors relating to the Buildings that would cause  the
  reported  financial information not to be necessarily  indicative
  of future operating results.
  
  3.  Management Fees
  
  Management  fees  of  3%  of  minimum  rents  received  from  the
  operations  of the Building were paid to an unrelated  management
  company.
  
  
                       PARKWAY PROPERTIES, INC
                                  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  The  following unaudited pro forma consolidated balance sheet  as
  of  September  30, 1996 and pro forma consolidated statements  of
  income  of  Parkway Properties, Inc. ("Parkway") for  the  twelve
  months  ended  December 31, 1995 and nine months ended  September
  30,  1996 give effect to the September 30, 1996 purchase  of  the
  BB&T  Financial  Center ,the October 31,  1996  purchase  of  the
  Tensor Building, the January 7, 1997 purchase of Forum II  &  III
  and the proposed purchases of Charlotte Park Executive Center and
  Ashford  II  & IV as well as the December 24, 1996  sale  of  the
  Virginia   Beach  mortgage  loan.   The  pro  forma  consolidated
  financial statements have been prepared by management of  Parkway
  based upon the historical financial statements of Parkway and the
  adjustments and assumptions in the accompanying notes to the  pro
  forma consolidated financial statements.
  
  The pro forma consolidated balance sheet sets forth the effect of
  Parkway's  purchases of the Tensor Building and Forum II  &  III,
  the  proposed  purchases of Charlotte Park Executive  Center  and
  Ashford II & IV and the effect of the sale of the mortgage  loan.
  No pro forma adjustments were needed for the purchase of the BB&T
  Financial Center due its September 30th purchase date.
  
  The  pro  forma consolidated statements of income set  forth  the
  effects of Parkway's purchases of the following buildings  as  if
  they had been consumated on January 1, 1995.
  
            BUILDING                      DATE OF PURCHASE
  
            Forum II & III                     1/07/97
            Tensor                            10/31/96
            BB&T Financial Center              9/30/96
            Falls Pointe                       8/09/96
            Roswell North                      8/09/96
            Cherokee                           7/09/96
            Courthouse                         7/09/96
            400 Northbelt                      4/15/96
            Woodbranch                         4/15/96
            One Park 10 Plaza                  3/07/96
            Waterstone                        12/18/95
            IBM Building                      10/02/95
            MTEL Centre'                       7/31/95
  
  
  
  In  addition  to  the  purchases  listed  above,  the  pro  forma
  consolidated statements of income set forth the effect of the May
  31,  1996  sale  of  157 mortgage loans, the  placement  of  non-
  recourse  mortgage  debt  on recently  acquired  properties,  the
  proposed
  
  
  
  
                      PARKWAY PROPERTIES, INC.
                                  
       Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  
  
  purchases of Charlotte Park Executive Center and Ashford II &  IV
  and  the  December 24, 1996 sale of the Virginia  Beach  mortgage
  loan as if the transactions occurred January 1, 1995.
  
  These  pro  forma consolidated financial statements  may  not  be
  indicative  of the results that actually would have  occurred  if
  the  purchases, sale and/or financings had been in effect on  the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction  with the financial statements and notes  of  Parkway
  included in its annual report on Form 1O-KSB for the period ended
  December 31, 1995.
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                         SEPTEMBER 30, 1996
                             (Unaudited)
  
  
                                 Parkway     Pro Forma(2)  Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings.............$129,507    $ 38,445    $167,952
     Accumulated depreciation.....  (8,671)          -      (8,671)
                                  --------    --------    --------
                                   120,836      38,445     159,281
     Real estate held for sale
       Land.......................   8,206           -       8,206
       Operating properties.......   3,928           -       3,928
     Mortgage loans...............   6,173      (5,784)        389
     Real estate securities.......     507           -         507
     Real estate partnerships and
       corporate joint venture....     312           -         312
                                  --------    --------    --------
                                   139,962      32,661     172,623
   Interest and rents receivable
     and other assets.............   3,865       (227)       3,638
   Cash and cash equivalents......     134       (134)           -
                                  --------    --------    --------
                                  $143,961    $ 32,300    $176,261
                                  ========    ========    ========
  
   Liabilities
   Notes payable to banks.........$  6,836    $ 23,360    $ 30,196
   Mortgage notes payable without
     recourse.....................  53,452       9,850      63,302
   Mortgage notes payable on wrap
     mortgages....................   4,470      (4,470)          -
   Accounts payable and other
     liabilities..................   5,999           -       5,999
                                  --------    --------    --------
                                    70,757      28,740      99,497
                                  --------    --------    --------
   Shareholders' Equity
   Preferred stock, $.001 par
     value, 576,000 shares
     authorized, 576,000 shares
     issued in 1996...............       1                       1
   Common stock, $.001 par value,
     69,424,000 shares authorized,
     3,636,421 shares issued......       3           -           3
   Additional paid-in capital.....  51,924           -      51,924
   Retained earnings..............  21,061       3,560      24,621
                                  --------    --------    --------
                                    72,989       3,560      76,549
   Unrealized gain on securities..     215           -         215
                                  --------    --------    --------
                                    73,204       3,560      76,764
                                  --------    --------    --------
                                  $143,961    $ 32,300    $176,261
                                  ========    ========    ========
  
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                FOR THE TWELVE MONTHS ENDED 12/31/95
                             (Unaudited)
  
                                    Parkway    Pro Forma  Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                               (In  thousands,  except  per  share data)
  Revenues
  Income from real estate
    properties.......................$ 8,941    $25,571 (a)$34,512
  Interest on mortgage loans.........  1,421     (1,265)(e)    156
  Management company income..........  1,041          -      1,041
  Equity in earnings
    Real estate companies............    135          -        135
    Real estate partnerships and
      corporate joint venture........    116          -        116
  Interest on investments............    167          -        167
  Dividend income....................    601          -        601
  Deferred gains and other income....    345          -        345
  Gain on real estate
    and mortgage loans...............  6,552          -      6,552
  Gain on securities.................  4,314          -      4,314
                                     -------    -------    -------
                                      23,633     24,306     47,939
                                     -------    -------    -------
  Expenses
  Real estate owned
    Operating expense................  4,876     12,350 (a) 17,226
    Interest expense.................  2,230      3,457 (c)  5,687
    Depreciation and amortization....  1,331      2,904 (a)  4,235
    Minority interest................   (100)         -       (100)
  Interest expense
    Notes payable to banks...........    156      2,434 (e)  2,590
    Notes payable on wrap mortgages..    135       (135)         -
  Management company expenses........    804          -        804
  Other expenses.....................  2,299          -      2,299
                                     -------    -------    -------
                                      11,731     21,010     32,741
                                     -------    -------    -------
  Income before taxes................ 11,902      3,296     15,198
  Income tax provision...............     82          - (4)     82
                                     -------    -------    -------
  Net income.........................$11,820    $ 3,296    $15,116
                                     =======    =======    =======
  Net income per share...............$  4.24               $  3.85
                                     =======               =======
  Weighted average shares
    outstanding......................  2,787                 3,927
                                     =======               =======
  
  
  
  
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                 FOR THE NINE MONTHS ENDED 9/30/96
                             (Unaudited)
  
                                    Parkway    Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                (In  thousands,  except  per  share data)
  Revenues
  Income from real estate
    properties...................... $13,559   $12,044 (b) $25,603
  Management company income.........     537         -         537
  Interest on mortgage loans........   1,435    (1,384)(f)      51
  Equity in earnings:
    Real estate partnerships and
      corporate joint venture.......     121         -         121
  Gain on securities................     304         -         304
  Interest on investments...........     471         -         471
  Deferred gains and other income...      91         -          91
  Dividend income...................     118         -         118
  Gain on real estate and mortgage
    loans...........................   5,863         -       5,863
                                     -------   -------     -------
                                      22,499    10,660      33,159
                                     -------   -------     -------
  Expenses
  Real estate owned:
    Operating expense...............   6,570     5,672 (b)  12,242
    Interest expense................   2,390     1,452 (d)   3,842
    Depreciation and amortization...   1,591     1,494 (b)   3,085
    Minority interest...............     (12)        -         (12)
  Interest expense:
    Notes payable to banks..........      95     1,826 (f)   1,921
    Notes payable on wrap mortgages.     340      (340)          -
  Management company expenses.......     483         -         483
  Other expenses....................   2,198         -       2,198
                                     -------   -------     -------
                                      13,655    10,104      23,759
                                     -------   -------     -------
  Income before taxes...............   8,844       556       9,400
  Income tax provision..............      23         - (4)      23
                                     -------   -------     -------
  Net income........................ $ 8,821   $   556     $ 9,377
                                     =======   =======     =======
  Net income per share.............. $  2.54               $  2.25
                                     =======               =======
  Weighted average shares
    outstanding                        3,474                 4,169
                                     =======               =======
                                  
                      PARKWAY PROPERTIES, INC.
                                  
        Notes to Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  
  1.   On  September  30, 1996, Parkway Carolina, Inc.,  a  wholly-
       owned  subsidiary of Parkway Properties, Inc. ("Parkway"  or
       the  "Company"),  purchased the BB&T  Financial  Center  for
       $24,500,000 from an unrelated party.  This building consists
       of  approximately 239,000 net rentable square feet.  No  pro
       forma  adjustments  were needed to the Consolidated  Balance
       Sheet  as  of  September 30, 1996 due to the September  30th
       purchase date.
  
  2.   On   October 31, 1996, Parkway Houston, Inc., a wholly-owned
       subsidiary   of   Parkway  Properties,   Inc.   ("Parkway"),
       purchased the Tensor Building in Houston, Texas from a major
       property   company.    The  Tensor  Building   consists   of
       approximately  92,000 square feet of rentable  square  feet.
       The  purchase  price of $2,820,000 was funded with  existing
       cash reserves.
  
  3.   On December 24, 1996, Parkway Properties, Inc. ("Parkway" or
       the  "Company") sold the Virginia Beach mortgage loan to  an
       unrelated  party for $9,700,000 in cash.  A portion  of  the
       proceeds  from  the sale were used to repay  the  underlying
       first mortgages on the buildings totaling $4,415,000.
  
  4.   On January 7, 1997, Parkway Properties LP purchased Forum II
       &   III  for  $16,425,000  from  an  unrelated  party.   The
       buildings  consist  of  approximately 173,000  net  rentable
       square  feet.   The purchase was funded with  existing  cash
       reserves  and borrowings of $7,440,000 on a line  of  credit
       with  Deposit  Guaranty National Bank, Jackson, Mississippi,
       at a rate equal to 8.0062%.
  
  5.   The  pro forma adjustments to the Consolidated Balance Sheet
       as  of September 30, 1996 include the proposed purchases  of
       Charlotte Park Executive Center for $14,800,000 and  Ashford
       II & IV for $4,400,000.
  
  
  
                                  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
                                  
                                  
  6.   The pro forma adjustments to the Consolidated Statements of
       Income for the twelve months ended December 31, 1995 and the
  nine  months  ended September 30, 1996 set forth the  effects  of
  Parkway's  purchases of the following buildings as  if  they  had
  been consumated on January 1, 1995.
  
                BUILDING                      DATE OF PURCHASE
  
                Forum II & III                     1/07/97
                Tensor                            10/31/96
                BB&T Financial Center              9/30/96
                Falls Pointe                       8/09/96
                Roswell North                      8/09/96
                Cherokee                           7/09/96
                Courthouse                         7/09/96
                400 Northbelt                      4/15/96
                Woodbranch                         4/15/96
                One Park 10 Plaza                  3/07/96
                Waterstone                        12/18/95
                IBM Building                      10/02/95
                MTEL Centre'                       7/31/95
  
      In addition to the purchases listed above, the adjustments on
       the  pro  forma consolidated statements of income set  forth
       the  effect of the May 31, 1996 sale of 157 mortgage  loans,
       the  December  24, 1996 sale of the Virginia Beach  mortgage
       loan,  the  placement  of  non-recourse  mortgage  debt   on
       recently  acquired properties and the proposed purchases  of
       Charlotte Park Executive Center and Ashford II &  IV  as  if
       the  transactions occurred January 1, 1995. These pro  forma
       adjustments  are detailed below by property for  the  twelve
       months  ended  December  31,  1995  and  nine  months  ended
       September 30, 1996.
  
  
  
  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  
       The   effect  on  income  and  expenses  from  real   estate
       properties due to the above purchases and proposed  purchase
       are as follows:
  
       (a) For the twelve months ended December 31, 1995:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       Mtel Centre'      $ 2,420,000    $ 1,442,000    $   177,000
       IBM Building          959,000        449,000        102,000
       Waterstone          1,183,000        499,000        181,000
       One Park 10 Plaza   1,731,000      1,006,000        151,000
       400 North Belt
         & Woodbranch      3,470,000      1,970,000        313,000
       Cherokee &
         Courthouse
         Road Bldgs.       1,848,000        841,000        249,000
       Falls Pointe &
         Roswell North     2,270,000        929,000        315,000
       BB&T Financial
         Center            3,999,000      1,378,000        551,000
       Tensor              1,001,000        618,000         63,000
       Forum II & III      2,858,000      1,289,000        370,000
       Charlotte Ex.Park   2,732,000      1,172,000        333,000
       Ashford II & IV     1,100,000        757,000         99,000
                         -----------    -----------    -----------
                         $25,571,000    $12,350,000    $ 2,904,000
                         ===========    ===========    ===========
  
  
  
  
  
  
  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  
       (b) For the nine months ended September 30, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       One Park 10      $    299,000   $    160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000        551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000        480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000        439,000        191,000
       BB&T Financial
         Center            3,072,000      1,055,000        413,000
       Tensor                729,000        477,000         48,000
       Forum II & III      2,062,000        998,000        277,000
       Charlotte Park      1,962,000        885,000        250,000
       Ashford II & IV       806,000        627,000         74,000
                         -----------    -----------    -----------
                         $12,044,000    $ 5,672,000    $ 1,494,000
                         ===========    ===========    ===========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
  
  
  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  
       Pro forma interest expense on real estate owned reflects the
       non-recourse  debt  placed on the buildings  at  the  actual
       amounts  and rates by property as if placed January 1,  1995
       is as follows:
  
       Property/Placement               Twelve Months  Nine Months
           Date/Rate           Debt      12/31/95 (c)  9/30/96 (d)
       ------------------  -----------  -------------  -----------
       Mtel Centre
         12/95 7.75%       $11,000,000   $   595,000   $        -
  
       IBM Building
         2/96 7.78%          4,800,000       370,000       41,000
  
       Waterstone
         6/96 8.00%          5,620,000       450,000      185,000
  
       One Park 10
         7/96 8.35%          4,700,000       392,000      196,000
  
       400 North Belt &
         Woodbranch
         7/96 8.25%         10,000,000       825,000      412,000
  
       Falls Pointe &
         Roswell North
         12/96 8.375%        9,850,000       825,000      618,000
  
                                          ----------   ----------
                                          $3,457,000   $1,452,000
                                          ==========   ==========
  
  
       The  January  1, 1995 pro forma effect of the  sale  of  157
       mortgage  loans  on May 31, 1996 and the December  24,  1996
       sale of the Virginia Beach mortgage loan is as follows:
  
                                       Twelve Months    Nine Months
                                        12/31/95 (e)    9/30/96 (f)
                                       -------------    -----------
       Interest Income:
            Mortgage loans             $(1,265,000)    $(1,384,000)
  
  
  
  
  
                       PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  
       The pro forma effect of the purchases of BB&T, Tensor, Forum
       II  &  III  and  the  proposed purchase  of  Charlotte  Park
       Executive Center and Ashford II & IV on interest expense  on
       notes  payable to banks for the twelve months ended December
       31,  1995  and the nine months ended September 30,  1996  is
       $2,434,000 and $1,826,000, respectively.
                                  
       The  pro  forma  effect  of the sale of  the  Virginia  Beach
       mortgage loan on interest expense on notes payable  on  wrap
       mortgages for the twelve months ended December 31, 1995  and
       the  nine  months ended September 30, 1996 is a decrease  of
       $135,000 and $340,000, respectively.
  
  7.   No  additional income tax expenses were provided because  of
       the Company's net operating loss carryover.
  
  8.   All  per  share  information for  the  twelve  months  ended
       December  31, 1995 has been restated to reflect a  3  for  2
       common  stock split effected as a dividend of one share  for
       every  two shares outstanding on April 30, 1996 as  well  as
       the  June 14, 1996 private placement of 1,140,000 shares  as
       if both transactions had occurred January 1, 1995.
  
  
  
                         AGREEMENT OF SALE
  
  
  THIS AGREEMENT OF SALE (this "Agreement"), is entered into as  of
  the  4th day of December 1996, by and between Parkway Properties,
  Inc.,  a Maryland corporation ("Purchaser"), and Tennessee Forum,
  Inc., an Illinois corporation ("Seller").
  
  
                        W I T N E S S E T H:
  
  1.    PURCHASE AND SALE.  Purchaser agrees to purchase and Seller
  agrees  to  sell  at  the price of Sixteen Million  Four  Hundred
  Twenty-Five  Thousand Dollars ($16,425,000)  ("Purchase  Price"),
  and  on  the  terms  and conditions hereinafter  set  forth,  the
  property  commonly known as Forum II and III, Memphis, Tennessee,
  consisting of the following:
  
       1.1   All of Seller's right, title and interest in the  real
  property  ("Land")  and  all  buildings  and  other  improvements
  ("Improvements")  situated  on the  Land,  as  more  particularly
  described  on  Exhibit A attached hereto and made a  part  hereof
  (the  Land and the Improvements are sometimes referred to  herein
  together  as  the  "Property"), together with all  easements  and
  appurtenances  thereunto belonging and  all  of  Seller's  right,
  title and interest in and to all streets, alleys and public  ways
  adjacent  thereto,  if  any, and together with  all  of  Seller's
  right,  title and interest in and to all strips and gores located
  on  or  adjacent to the Property or located between  any  parcels
  constituting the Land, if any;
  
       1.2   The  personal property set forth on Exhibit B attached
  hereto ("Personal Property");
  
       1.3   The tenant leases described in the rent roll set forth
  on Exhibit C attached hereto and made a part hereof ("Rent Roll")
  together with such other tenant leases of the Property as may  be
  made prior to Closing (as hereinafter defined) in accordance with
  the terms of this Agreement ("Leases");
  
       1.4   If  and to the extent assignable and to the extent  of
  Seller's interest therein, if any: (a) all guarantees, warranties
  and   indemnifications,   if   any,  received   from   suppliers,
  contractors, materialmen or subcontractors arising out of, or  in
  connection with, the installation, construction or maintenance of
  the  Property including, without limitation, the right to sue any
  obligor    for   any   breach   of   any   covenant,   agreement,
  representation, warranty or guarantee contained therein; (b)  all
  licenses,  permits,  certificates  of  occupancy  and  franchises
  issued  by  any  federal,  state, county or  municipal  authority
  relating  to  the use, maintenance or operation of  the  Property
  running  to or in favor of Seller or pertaining to the  Property;
  (c)  all  trade  styles,  and  trade  names,  including,  without
  limitation,  the  names  "Forum II"  and  "Forum  III",  and  all
  contract   rights,  brochures,  manuals,  lists  of   prospective
  tenants,   advertising  material,  books  and  records,   utility
  contracts and telephone numbers; (d) the plans and specifications
  for  the  Improvements and all unexpired claims and sureties,  if
  any, received in connection with the construction, improvement or
  equipment  of  the  Improvements;  and  (e)  those  service   and
  maintenance   contracts  set  forth  in   Exhibit   D   ("Service
  Contracts") which are Assumed Contracts (hereafter defined).
  
       1.5  Notwithstanding anything contained in this Agreement to
  the  contrary, Seller is not conveying or assigning to  Purchaser
  the items described in Paragraph 15.3 hereof.
  
  2.    PURCHASE  PRICE.   The  Purchase Price  shall  be  paid  by
  Purchaser as follows:
  
       2.1  Within two (2) days of the execution of this Agreement,
  the  sum  of Three Hundred Thousand Dollars ($300,000)  ("Earnest
  Money"),  by  check payable to the escrow agent, to  be  held  in
  escrow  by  and in accordance with the provisions of  the  Escrow
  Agreement ("Escrow Agreement") attached hereto as Exhibit E; and
  
       2.2   On  the  Closing  Date (as hereinafter  defined),  the
  balance  of the Purchase Price, adjusted in accordance  with  the
  prorations, by federally wired "immediately available" funds,  on
  or   before  3:00  p.m.  Chicago  time.   Any  provisions  herein
  providing  for the delivery of the Earnest Money to either  party
  hereof  are intended to mean the Earnest Money plus any  interest
  earned thereon and less all escrow and investment fees, if any.
  
  3.   TITLE COMMITMENT AND SURVEY.
  
       3.1   Attached  hereto as Exhibit F is a  copy  of  a  title
  commitment for an owner's standard title insurance policy  issued
  by  Charter  Title Company, as agent for Lawyers Title  Insurance
  Corporation, (hereinafter referred to as "Title Insurer"),  dated
  October  10,  1996  for the Property ("Title  Commitment").   For
  purposes  of  this Agreement, "Permitted Exceptions" shall  mean:
  (a)  general ad valorem real estate taxes for the year  1996  and
  subsequent  years not yet due and payable; (b) matters  shown  on
  the  Survey (as hereinafter defined); (c) matters caused  by  the
  action  or  inaction of Purchaser or its agents;  (d)  the  title
  exceptions  set  forth in Schedule B of the Title  Commitment  as
  Numbers  2(a) - 2(l) and 2(n), subject to the matters  raised  in
  the  letters dated November 12, 1996 and November 19,  1996  from
  Forman,  Perry, Watkins & Krutz; (e) the rights of tenants  under
  leases;   and  (f)  liens  or  encumbrances  of  a  definite   or
  ascertainable  amount which may be removed or insured  over  (but
  with  respect to any exceptions to be insured over, not to exceed
  $25,000  without Purchaser's prior approval, which  will  not  be
  unreasonably withheld) by the payment of money or other  security
  at  the  Closing Date, and which Seller removes or causes  to  be
  insured  over at the Closing Date in accordance with Paragraph  5
  hereof.   All other exceptions to title shall be referred  to  as
  "Unpermitted  Exceptions".  On the Closing  Date,  Title  Insurer
  shall deliver to Purchaser a standard title policy in conformance
  with  the  previously delivered Title Commitment,  with  extended
  coverage,    including    deletion    of    the    survey     and
  mechanics/materialmen  lien  exceptions,  and  subject  only   to
  Permitted   Exceptions   (excluding,   however,   the   Permitted
  Exceptions  described  in subclause (f)  above)  and  Unpermitted
  Exceptions waived in writing by Purchaser ("Title Policy").   The
  Title  Policy  shall  be conclusive evidence  of  good  title  as
  therein  shown  as  to  all matters to be insured  by  the  Title
  Policy,  subject only to the exceptions and requirements  therein
  stated.  Seller and Purchaser shall share equally in the costs of
  the  Title  Commitment  and Title Policy (exclusive  of  extended
  coverage  costs)  and Purchaser shall pay for  the  cost  of  any
  endorsements  to, or extended coverage on, the  Title  Policy  as
  requested by Purchaser or Purchaser's lender.
  
       3.2   Purchaser has received a survey of the Property  dated
  October  28,  1996  prepared  by  Haynie  Associates  ("Survey").
  Seller  and  Purchaser shall share equally in  the  cost  of  the
  Survey.  Purchaser hereby acknowledges that with the exception of
  the  items  raised in the November 12, 1996 letter  from  Forman,
  Perry,  Watkins & Krutz, all matters disclosed by the Survey  are
  acceptable to Purchaser and are Permitted Exceptions for purposes
  of Paragraph 3.1 above.
  
       3.3   The obligations of Purchaser and Seller to pay various
  costs  set  forth  in Paragraphs 3.1 and 3.2  shall  survive  the
  termination of this Agreement.
  
  4.   PAYMENT OF CLOSING COSTS.
  
       4.1   In  addition to the costs set forth in Paragraphs  3.1
  and 3.2, Seller and Purchaser shall share equally in the costs of
  the  documentary or transfer stamps to be paid with reference  to
  the   Deed  (as  hereinafter  defined)  and  all  other   stamps,
  intangible,  transfer,  documentary,  recording,  sales  tax  and
  surtax  imposed by law with reference to any other sale documents
  delivered  in  connection  with  the  sale  of  the  Property  to
  Purchaser.
  
  5.   CONDITION OF TITLE.
  
       5.1   If, prior to Closing (as hereinafter defined), a date-
  down  to  the  Title  Commitment discloses  any  new  Unpermitted
  Exceptions which, in the aggregate, do not exceed $25,000  (each,
  a  "Minor  Unpermitted  Exception"), Seller  shall,  at  Seller's
  expense,  bond  over,  cure and/or have  such  Minor  Unpermitted
  Exceptions  removed from the Title Commitment or have  the  Title
  Insurer  commit  to  insure against loss or damage  that  may  be
  occasioned by such Minor Unpermitted Exceptions.  Notwithstanding
  the  foregoing,  if  such  date  down  to  the  Title  Commitment
  discloses any new Unpermitted Exceptions which, in the aggregate,
  equal or exceed $25,000, Seller shall have the right, but not the
  obligation,  to  bond  over,  cure and/or  have  such  exceptions
  removed  from  the Title Commitment or to have the Title  Insurer
  commit to insure against loss or damage that may be occasioned by
  such  Unpermitted Exceptions.  If Seller fails to bond over, cure
  or  have  any  Unpermitted Exception removed or  have  the  Title
  Insurer  commit  to  insure as specified above  within  five  (5)
  business  days  from  the  date of the date  down  to  the  Title
  Commitment,  Purchaser may terminate this Agreement upon  written
  notice  to  Seller within five (5) days after Seller's notice  to
  Purchaser   specifying  such  Unpermitted  Exceptions;  provided,
  however,  and  notwithstanding anything contained herein  to  the
  contrary,  if  the  Unpermitted Exception  which  gives  rise  to
  Purchaser's right to terminate was recorded against the  Property
  as  a result of the affirmative action of Seller (and not by  any
  unrelated third party) or if Seller is able to bond over, cure or
  remove  a  Minor Unpermitted Exception for a cost not  to  exceed
  $25,000  or the Title Insurer is willing to insure over  a  Minor
  Unpermitted  Exception  for  a cost  not  to  exceed  $25,000  in
  accordance with the terms hereof and Seller fails to expend  such
  funds  in  either case, then Purchaser shall have the  additional
  rights  contained  in  Paragraph 14 herein.  Absent  notice  from
  Purchaser  to  Seller in accordance with the preceding  sentence,
  Purchaser  shall be deemed to have elected to take title  subject
  to said Unpermitted Exception, without any reduction in or setoff
  against  the  Purchase Price as a result thereof.   If  Purchaser
  terminates  this Agreement in accordance with the terms  of  this
  Paragraph  5.1,  this Agreement shall terminate  without  further
  action of the parties and all Earnest Money theretofore deposited
  into  the escrow by Purchaser, together with any interest accrued
  thereon, shall be returned to Purchaser, and neither party  shall
  have  any  further  liability  to the  other,  except  for  those
  covenants  and obligations that specifically survive  termination
  of this Agreement.
  
       5.2   Seller  agrees  to  convey fee  simple  title  to  the
  Property to Purchaser by special warranty deed ("Deed")  (in  the
  form  attached  hereto as Exhibit G) in recordable  form  subject
  only  to  the Permitted Exceptions and any Unpermitted Exceptions
  not  objected  to by Purchaser in accordance with  Paragraph  5.1
  above.
  
  6.   CONDEMNATION, EMINENT DOMAIN, DAMAGE AND CASUALTY.
  
       6.1    Except   as  provided  in  the  indemnity  provisions
  contained  in Paragraph 7.1 of this Agreement, Seller shall  bear
  all  risk  of  loss  with  respect to the  Property  through  the
  Closing.  Seller  agrees  to maintain  its  existing  "all  risk"
  replacement  cost casualty insurance and rent loss  insurance  in
  place until the Closing Date.  Notwithstanding the foregoing,  in
  the  event  of  damage to the Property by fire or other  casualty
  prior  to the Closing Date, repair of which would cost less  than
  or  equal  to  $150,000 (as determined by Seller in good  faith),
  Purchaser  shall not have the right to terminate its  obligations
  under this Agreement by reason thereof, but Seller shall have the
  right to elect to either repair and restore the Property if  such
  repair or restoration may be completed prior to the Closing  Date
  or to assign and transfer to Purchaser on the Closing Date all of
  Seller's  right,  title  and interest in  and  to  all  insurance
  proceeds  paid or payable to Seller on account of  such  fire  or
  casualty  plus  the  amount  of  Seller's  insurance  deductible.
  Seller  shall promptly notify Purchaser in writing  of  any  such
  fire  or  other  casualty and Seller's estimate of  the  cost  to
  repair  the damage caused thereby. In the event of damage to  the
  Property  by  fire or other casualty prior to the  Closing  Date,
  repair  of  which would cost in excess of $150,000 (as determined
  by  Seller  in good faith), then this Agreement may be terminated
  at  the option of Purchaser, which option shall be exercised,  if
  at  all,  by Purchaser's written notice thereof to Seller  within
  fifteen  (15)  business  days  after Purchaser  receives  written
  notice of such fire or other casualty from Seller and Seller  and
  Purchaser  agree upon the amount of such damages,  and  upon  the
  exercise  of  such  option  by  Purchaser  this  Agreement  shall
  terminate  without  further action by the  parties,  the  Earnest
  Money  deposited  by  Purchaser shall be  returned  to  Purchaser
  together with interest thereon, and neither party shall have  any
  further  liability  or obligations hereunder,  except  for  those
  covenants and obligations which expressly survive termination  of
  this  Agreement.  In the event that Purchaser does  not  exercise
  the  option  to terminate in accordance with this Paragraph  6.1,
  the Closing shall take place on the Closing Date and Seller shall
  assign  and  transfer  to Purchaser on the Closing  Date  all  of
  Seller's  right,  title  and interest in  and  to  all  insurance
  proceeds  paid  or payable to Seller on account of  the  fire  or
  casualty  and  shall  pay  to Purchaser the  amount  of  Seller's
  insurance  deductible. Notwithstanding anything contained  herein
  to  the  contrary, Seller's obligation to transfer all  insurance
  proceeds paid to Seller as set forth more fully in this Paragraph
  6.1 shall survive the Closing and the recording of the Deed.
  
       6.2   If  between the date of this Agreement and the Closing
  Date,   any  condemnation  or  eminent  domain  proceedings   are
  initiated  which might result in the taking of any  part  of  the
  Property or the taking or closing of any right of access  to  the
  Property,  Seller  shall  immediately notify  Purchaser  of  such
  occurrence.  In  the event that the taking of  any  part  of  the
  Property shall: (i) impair access to the Property; (ii) cause any
  non-compliance  with  any  applicable  law,  ordinance,  rule  or
  regulation   of  any  federal,  state  or  local   authority   or
  governmental  agencies having jurisdiction over the  Property  or
  any  portion thereof; or (iii) adversely impair the  use  of  the
  Property   as   it  is  currently  being  operated   (hereinafter
  collectively referred to as a "Material Event"), Purchaser may:
  
            6.2.1  terminate  this Agreement by written  notice  to
  Seller,  in which event the Earnest Money deposited by Purchaser,
  together  with interest thereon, shall be returned  to  Purchaser
  and  all  rights  and obligations of the parties  hereunder  with
  respect to the closing of this transaction will cease, except for
  those covenants and obligations hereunder which expressly survive
  termination of this Agreement; or
  
            6.2.2  proceed with the Closing, in which event  Seller
  shall  assign  to  Purchaser  all of Seller's  right,  title  and
  interest  in  and to any award made or to be made  in  connection
  with   such   condemnation   or   eminent   domain   proceedings.
  Notwithstanding  anything  contained  herein  to  the   contrary,
  Seller's  obligation to transfer Seller's interest in such  award
  as set forth more fully in this Paragraph 6.2.2 shall survive the
  Closing and the recording of the Deed.
  
  Purchaser shall then notify Seller, within ten (10) business days
  after  Purchaser's receipt of Seller's notice, whether  Purchaser
  elects  to exercise its rights under Paragraph 6.2.1 or Paragraph
  6.2.2.  Closing  shall be delayed, if necessary, until  Purchaser
  makes  such  election. If Purchaser fails  to  make  an  election
  within  such  ten  (10) business day period, Purchaser  shall  be
  deemed to have elected to proceed with Closing in accordance with
  Paragraph  6.2.2. If between the date of this Agreement  and  the
  Closing Date, any condemnation or eminent domain proceedings  are
  initiated  which  do not constitute a Material  Event,  Purchaser
  shall  be  required to proceed with the Closing, in  which  event
  Seller shall assign to Purchaser all of Seller's right, title and
  interest  in  and  to  any  award made in  connection  with  such
  condemnation or eminent domain proceedings.
  
  7.   INSPECTION AND AS-IS CONDITION.
  
       7.1  Purchaser acknowledges that Purchaser has, prior to the
  date  hereof, been provided with access to the Property in  order
  to  inspect the Property and to conduct and prepare such studies,
  tests  and  surveys  as  Purchaser  desired,  including,  without
  limitation, a review of the Leases, and the following information
  to  the extent in Seller's possession or control:  (i) any  prior
  engineering, environmental, structural or mechanical  studies  or
  reports,  (ii)  any  plans,  permits  and  licenses;  (iii)   any
  assignable warranties, and (iv) any repair or capital improvement
  history.   In connection with Purchaser's review of the Property,
  Seller has delivered to Purchaser copies of the current rent roll
  for the Property, the most recent tax and insurance bills, copies
  of  the  Leases,   utility account numbers, a  personal  property
  inventory,  the  Service  Contracts, unaudited  annual  operating
  statements  for  1995 and monthly unaudited operating  statements
  from January 1996 through  the calendar month ending prior to the
  date hereof.
  
       All of the foregoing tests, investigations and studies to be
  conducted under this Paragraph 7.1 by Purchaser shall be  subject
  to the following:
  
                       (i)   Except as may be required by Purchaser
            to  complete  its due diligence during  the  Inspection
            Period  or  to obtain financing in order to close  this
            transaction, all information set forth in the documents
            to  be  reviewed hereunder by Purchaser, its  employees
            and  agents  shall  be held in strict confidence  until
            Closing  and  thereafter in the event that the  Closing
            does not occur;
  
                       (ii)   In  the  event the Closing  does  not
            occur,  Purchaser shall promptly return to  Seller  any
            documents obtained from Seller or Seller's agents;
  
                       (iii)  Purchaser shall not have suffered  or
            permitted  any  lien,  claim  or  charge  of  any  kind
            whatsoever  to  attach  to the  Property  or  any  part
            thereof; and
  
                       (iv)  such tests, investigations and studies
            were  conducted at Purchaser's sole cost  and  expense,
            and  in  the event of any damage to the Property caused
            by   Purchaser,   its  agents,  engineers,   employees,
            contractors    or    surveyors   (including,    without
            limitation, pavement, landscaping and surface  damage),
            Purchaser  shall  pay the cost incurred  by  Seller  to
            restore the Property to the condition existing prior to
            the  performance  of  such  tests,  investigations   or
            studies.
  
  Purchaser  shall  defend,  indemnify  and  hold  Seller  and  any
  affiliate  or parent of Seller, and all shareholders,  employees,
  officers,  directors and partners of Seller or Seller's affiliate
  or parent (hereinafter collectively referred to as "Affiliates of
  Seller")  harmless from any and all liability, cost  and  expense
  (including without limitation, reasonable attorneys' fees,  court
  costs  and  costs of appeal) suffered or incurred  by  Seller  or
  Affiliates of Seller for injury to persons or property caused  by
  Purchaser's investigations, tests, studies and inspections of the
  Property.  Purchaser shall undertake its obligation to defend set
  forth  in  the  preceding sentence using  attorneys  selected  by
  Purchaser and reasonably acceptable to Seller.
  
       7.2   Except  for the express representations and warranties
  of  Seller  set forth herein, Purchaser acknowledges  and  agrees
  that it will be purchasing the Property and the Personal Property
  based  solely  upon  its  inspections and investigations  of  the
  Property  and the Personal Property, and that Purchaser  will  be
  purchasing  the Property and the Personal Property  "AS  IS"  and
  "WITH  ALL FAULTS", based upon the condition of the Property  and
  the  Personal Property as of the date of this Agreement, and that
  except as expressly set forth herein, Seller makes no warranty or
  representation,  express or implied, or arising by  operation  of
  law,  including, but not limited to, any warranty  of  condition,
  habitability,  merchantability  or  fitness  for   a   particular
  purpose,  in  respect  of  the Property.   Without  limiting  the
  foregoing,  Purchaser acknowledges that, except as may  otherwise
  be  specifically  set forth elsewhere in this Agreement,  neither
  Seller  nor  its  consultants, brokers or agents  have  made  any
  representations or warranties of any kind upon which Purchaser is
  relying as to any matters concerning the Property or the Personal
  Property, including, but not limited to: (i) the condition of the
  Land  or  any  improvements comprising  the  Property;  (ii)  the
  existence  or non-existence of any pollutant, toxic waste  and/or
  any hazardous materials or substances; (iii) economic projections
  or  market studies concerning the Property, or the income  to  be
  derived  from  the Property; (iv) any development rights,  taxes,
  bonds,  covenants,  conditions  and  restrictions  affecting  the
  Property;  (v) the nature and extent of any right of way,  lease,
  lien,  encumbrance, license, reservation or other  title  matter;
  (vi)  water or water rights, topography, geology, drainage,  soil
  or  subsoil  of  the  Property; (vii) the utilities  serving  the
  Property; (viii) the suitability of the Property for any and  all
  activities and uses which Purchaser may elect to conduct thereon;
  or   (ix)  the  compliance  of  the  Property  with  any  zoning,
  environmental,  building  or  other laws,  rules  or  regulations
  affecting  the  Property.   Seller  makes  no  representation  or
  warranty  that  the  Property complies with  the  Americans  with
  Disabilities  Act or any fire code or building  code.   Purchaser
  hereby releases Seller and the Affiliates of Seller from any  and
  all  liability in connection with any claims which Purchaser  may
  have  against  Seller or the Affiliates of Seller, and  Purchaser
  hereby  agrees  not  to assert any claims for contribution,  cost
  recovery  or  otherwise,  against Seller  or  the  Affiliates  of
  Seller,  relating  directly or indirectly  to  the  existence  of
  asbestos   or   hazardous  materials   or   substances   on,   or
  environmental  conditions  of, the  Property,  whether  known  or
  unknown.   As  used  herein,  the term  "hazardous  materials  or
  substances"  means  (i)  hazardous wastes, hazardous  substances,
  hazardous  constituents, toxic substances or  related  materials,
  whether  solids, liquids or gases, including but not  limited  to
  substances defined as "hazardous wastes," "hazardous substances,"
  "toxic  substances,"  "pollutants,  "contaminants,"  "radioactive
  materials,"  or  other  similar  designations  in,  or  otherwise
  subject  to  regulation  under, the  Comprehensive  Environmental
  Response, Compensation and Liability Act of 1980, as amended,  42
  U.S.C.   9601 et seq.; the Toxic Substance Control Act, 15 U.S.C.
    2601  et seq.; the Hazardous Materials Transportation  Act,  49
  U.S.C.   1802;  the  Resource Conservation and Recovery  Act,  42
  U.S.C.   9601.  et  seq.; the Clean Water Act, 33  U.S.C.   1251;
  the  Safe  Drinking Water Act, 42 U.S.C.  30Of et seq; the  Clean
  Air  Act,  42 U.S.C.  7401 et seq.; and in any permits, licenses,
  approvals,  plans, rules, regulations or ordinances  adopted,  or
  other  criteria  and  guidelines  promulgated  pursuant  to   the
  preceding  laws  or other similar federal, state or  local  laws,
  regulations,  rules  or  ordinance now  or  hereafter  in  effect
  relating  to  environmental matters (collectively, "Environmental
  Laws");  and  (ii) any other substances, constituents  or  wastes
  subject to any applicable federal, state or local law, regulation
  or  ordinance, including any Environmental Law, now or  hereafter
  in  effect,  including  but not limited  to  (A)  petroleum,  (B)
  refined petroleum products, (C) waste oil, (D) waste aviation  or
  motor vehicle fuel and (E) asbestos.  Purchaser acknowledges that
  having  been  given  the  opportunity to  inspect  the  Property,
  Purchaser  is  relying  solely on its own  investigation  of  the
  Property and not on any information provided or to be provided by
  Seller.   Purchaser  further acknowledges  that  the  information
  provided  and  to  be provided with respect to the  Property  was
  obtained from a variety of sources, and that Seller (x)  has  not
  made  any  independent  investigation  or  verification  of  such
  information  and (y) makes no representations as to the  accuracy
  or completeness of such information, except as provided herein.
  
       Purchaser's Initials           Seller's Initials
  
       7.3   Seller  has  provided to Purchaser  certain  unaudited
  historical financial information regarding the Property  relating
  to  certain  periods of time in which Seller owned the  Property.
  With  the  exception of any express representation of Seller  set
  forth  herein, Seller and Purchaser hereby acknowledge that  such
  information has been provided to Purchaser at Purchaser's request
  solely   as   illustrative  material.  Except  for  the   express
  representations and warranties of Seller set forth herein, Seller
  makes  no  representation  or  warranty  that  such  material  is
  complete  or  accurate  or that Purchaser  will  achieve  similar
  financial or other results with respect to the operations of  the
  Property,  it  being  acknowledged  by  Purchaser  that  Seller's
  operation of the Property and allocations of revenues or expenses
  may  be  vastly different than Purchaser may be able  to  attain.
  Purchaser acknowledges that it is a sophisticated and experienced
  purchaser  of real estate and further that Purchaser  has  relied
  upon  its  own  investigation and inquiry  with  respect  to  the
  operation  of the Property.  With the exception of any  liability
  under  any  express  representation of Seller set  forth  herein,
  Purchaser releases Seller and the Affiliates of Seller  from  any
  liability with respect to such historical information.
  
  Purchaser's Initials               Seller's Initials
  
       7.4   Seller has provided to Purchaser a Phase I/Limited ACM
  Report   dated  March  16,  1992  prepared  by  Law   Engineering
  ("Existing  Report"). Seller makes no representation or  warranty
  concerning  the accuracy or completeness of the Existing  Report.
  With   the   exception  of  any  liability  under   any   express
  representation  of  Seller  set forth  herein,  Purchaser  hereby
  releases  Seller and the Affiliates of Seller from any  liability
  whatsoever  with  respect  to  the  Existing  Report,  including,
  without limitation, the matters set forth in the Existing Report,
  and  the  accuracy  and/or completeness of the  Existing  Report.
  Furthermore,  Purchaser acknowledges that it will  be  purchasing
  the Property with all faults disclosed in the Existing Report.
  
  Purchaser's Initials               Seller's Initials
  
       7.5    Notwithstanding  anything  contained  herein  to  the
  contrary, the acknowledgements, agreements, waivers and  releases
  of  Purchaser set forth in this Paragraph 7 shall survive Closing
  and  recording of the Deed and the termination of this  Agreement
  as applicable.
  
  8.    CLOSING.  The closing of this transaction ("Closing") shall
  be on January 7, 1997 ("Closing Date"), at the office of Seller's
  attorneys,  Hopkins & Sutter, Three First National  Plaza,  Suite
  4300,  Chicago,  Illinois 60602, or at Seller's  option,  at  the
  office  of the Title Insurer in Chicago, Illinois, at which  time
  Seller  shall  deliver possession of the Property  to  Purchaser.
  This   transaction  shall  be  closed  in  accordance  with   the
  provisions  of  the  Escrow Agreement.  All joint  order  Earnest
  Money  escrow costs (with the exception of investment fees  which
  shall  be  paid by Purchaser) and all deed and money escrow  fees
  (including,  so-called "New York style" closing  fees)  shall  be
  shared equally between Seller and Purchaser.
  
  9.   CLOSING DOCUMENTS.
  
       9.1  On the Closing Date, Seller and Purchaser shall execute
  and  deliver  to  one  another  a joint  closing  statement.   In
  addition,  Purchaser shall deliver to Seller the balance  of  the
  Purchase  Price,  an  assumption of the documents  set  forth  in
  Paragraph  9.2.3  and  9.2.4, counterparts of  any  transfer  tax
  declarations  and  such  other documents  as  may  be  reasonably
  required by the Title Insurer and not inconsistent with the terms
  of  this Agreement in order to consummate the transaction as  set
  forth in this Agreement.
  
       9.2   On the Closing Date, Seller shall deliver to Purchaser
  the following:
  
            9.2.1  the  Deed, subject to Permitted  Exceptions  and
       those  Unpermitted Exceptions waived by Purchaser in writing
       or not objected to by Purchaser in accordance with Paragraph
       5.1 hereof;
  
            9.2.2  a  special warranty bill of sale  conveying  the
       Personal  Property  (in  the  form  of  Exhibit  H  attached
       hereto);
  
            9.2.3  assignment and assumption of intangible property
       (in the form attached hereto as Exhibit I);
  
            9.2.4  an  assignment  and  assumption  of  Leases  and
       security  deposits (in the form attached hereto  as  Exhibit
       J);
  
            9.2.5  non-foreign affidavit (in the form of Exhibit  K
       attached hereto);
  
            9.2.6 originals, and/or certified copies of, the Leases
       in  Seller's possession (which shall be transferred directly
       from  the existing property manager to Purchaser as  may  be
       directed by Purchaser at Closing);
  
            9.2.7 all documents and instruments reasonably required
       by the Title Insurer to issue the Title Policy;
  
            9.2.8  possession of the Property to Purchaser, subject
       to the Leases and the Permitted Exceptions;
  
            9.2.9  evidence  of the termination of  the  management
       agreement, along with a lien waiver executed by the property
       manager, if applicable;
  
            9.2.10  notice  to the tenants of the Property  of  the
       transfer  of  title   and assumption  by  Purchaser  of  the
       landlord's obligation under the Leases and the obligation to
       refund  the  refundable security deposits (in  the  form  of
       Exhibit L);
  
            9.2.11 an updated rent roll certified by Seller  to  be
       true  and  correct, subject to the provisions  of  Paragraph
       17.1 and Paragraph 19 hereof;
  
            9.2.12  a  Broker's  Lien  Waiver  signed  by  Insignia
       Mortgage  & Investment Company ("Insignia"), if required  by
       the Title Insurer;
  
            9.2.13  an  Owner's Title Affidavit  or  ALTA  extended
       coverage  statement in form reasonably acceptable to  Seller
       and Title Insurer;
  
            9.2.14  such  formative and authorization documents  of
       Seller as may be reasonably required by Title Insurer; and
  
            9.2.15  copies  of  all books and  records  as  may  be
       necessary    to    calculate    tenant    escalations    and
       reconciliations  (which shall be transferred  directly  from
       the  existing  property  manager  to  Purchaser  as  may  be
       directed by Purchaser at Closing).
  
  10.   ESTOPPEL  CERTIFICATES.  Seller agrees  to  use  reasonable
  efforts  to  obtain tenant estoppel certificates in the  form  of
  Exhibit M for tenants listed on the rent roll attached hereto  as
  Exhibit  C  ("Tenant Certificates").  Purchaser's  obligation  to
  close the transaction contemplated herein is contingent upon  the
  delivery   to  Purchaser  without  any  Qualification  (hereafter
  defined)  of a Tenant Certificate from all tenants occupying  the
  Property.   As  used herein, "Qualification" means  any  material
  information  which  adversely affects the use  or  value  of  the
  Property  or the obligations of the tenant or the rights  of  the
  landlord under any lease, to the extent such information  is  not
  disclosed on the Rent Roll attached hereto as Exhibit C or in the
  copies of the Leases delivered to Purchaser.  Notwithstanding the
  foregoing,  a tenant's deletion or modification of the provisions
  in  the Tenant Certificate following the language "from and after
  the  date  Parkway acquires title to the Property" shall  not  be
  deemed  a  Qualification.   Seller  shall  request  the  property
  manager  to execute the certificate attached hereto as Exhibit  O
  ("Manager's  Certificate").  Purchaser  acknowledges  and  agrees
  that the delivery of the Manager's Certificate is not a condition
  precedent  to  Purchaser's obligation to  close  the  transaction
  contemplated hereby.
  
  11.  SERVICE CONTRACTS.  Purchaser and Seller shall cooperate  in
  good  faith  to  obtain the consent of each  contractor  under  a
  Service  Contract to (i) terminate its existing Service  Contract
  with  Seller as of the Closing Date, and (ii) enter  into  a  new
  contract with Purchaser on the same terms and conditions from and
  after  the Closing Date.  In the event any contractor refuses  to
  terminate a Service Contract as of the Closing Date, Seller shall
  provide  notice of termination to such contractor  and  Purchaser
  and  Seller  shall  prorate the payments due under  such  Service
  Contract  (each, an "Assumed Contract") as of the  Closing  Date,
  with  the  Purchaser being responsible for its pro rata share  of
  any  payments  attributable to the period after the Closing  Date
  and  prior to the termination date of such Assumed Contract.   On
  the  Closing  Date, Seller shall assign the Assumed Contracts  to
  Purchaser,  and  Purchaser shall assume in writing responsibility
  of  the obligations arising from and after the Closing Date under
  the  Assumed  Contracts. Seller shall use reasonable  efforts  to
  obtain any required consent with respect to the assignment of the
  Assumed Contracts; provided, however, that Seller's inability  to
  obtain  such  approval  shall not be a  default  hereunder  or  a
  condition   precedent   to  Purchaser's  obligations   to   close
  hereunder.  Purchaser shall not be required to assume any Service
  Contract  for  which  Seller is unable  to  obtain  the  required
  consent.   Except  to  the  extent  that  Purchaser  is  required
  hereunder to specifically assume obligations of Seller, including
  obligations under Assumed Contracts or Leases, or to  the  extent
  Purchaser  receives  a  credit  pursuant  to  Closing  prorations
  provided  for  herein,  or to the extent  of  any  non-delinquent
  obligations   and  liabilities  accruing  under   any   Permitted
  Exceptions,  Purchaser shall not be deemed to  have  assumed  any
  other  liabilities or obligations of Seller, and contractual  and
  tort  liabilities accruing prior to the Closing Date, or relating
  to  events that occurred prior to the Closing Date, shall  remain
  the responsibility of Seller.
  
  12.   LEASING  OF  PROPERTY.   Seller  and  Seller's  agents  and
  representatives, in consultation with Purchaser,  shall  continue
  to  advance in good faith all leasing activity for the  Property,
  including new leases, renewals, extensions, expansions  or  other
  modifications in accordance with Seller's prior course of dealing
  prior  to the execution of this Agreement and in accordance  with
  prevailing  market  standards  in the  Memphis,  Tennessee  area.
  Seller  shall  not enter into any lease for any  portion  of  the
  Property or any modification, extension or amendment to any Lease
  without  first  obtaining  the prior consent  of  Purchaser.   If
  Purchaser  has  not responded within five (5)  business  days  of
  receipt  of  a  request by Seller, Purchaser's consent  shall  be
  deemed  given.  If Purchaser closes the transaction  contemplated
  by  this Agreement, Purchaser shall be responsible to pay for all
  leasing  commission, tenant improvement costs or other costs  and
  expenses  (including  reasonable  attorneys'  fees)  incurred  by
  Seller  with  respect  to any such lease approved  by  Purchaser.
  Seller agrees to pay any outstanding brokerage commissions now or
  hereafter due or payable with respect to the existing term of any
  Lease  with  the  exception  of  the  commission  due  under  the
  October  25,  1996  amendment to the PSI Process  Systems  lease,
  which shall be paid by Purchaser (or, if paid by Seller prior  to
  Closing,  shall be credited to Seller at Closing).   Seller  does
  not  represent or warrant that any particular Lease  will  be  in
  effect  at  Closing  or that the tenant will have  performed  the
  tenant's   obligations  thereunder.   Other  than  as   expressly
  provided herein, Purchaser and Seller acknowledge and agree  that
  Purchaser  is  not assuming any obligations of Seller  under  any
  brokerage agreements.
  
  13.   DEFAULT BY PURCHASER.  ALL EARNEST MONEY DEPOSITED INTO THE
  ESCROW  IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER  OF  ITS
  OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT.  IN THE  EVENT
  OF  A  DEFAULT  OF  THE PURCHASER UNDER THE  PROVISIONS  OF  THIS
  AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY  AND  THE
  INTEREST  THEREON AS SELLER'S SOLE RIGHT WITH RESPECT TO  DAMAGES
  OR  ANY  OTHER REMEDY, EXCEPT FOR THOSE COVENANTS AND OBLIGATIONS
  OF   PURCHASER  WHICH  EXPRESSLY  SURVIVE  TERMINATION  OF   THIS
  AGREEMENT.  THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES,
  IN  THE  EVENT  OF  A  DEFAULT BY PURCHASER, WOULD  BE  EXTREMELY
  DIFFICULT  OR  IMPRACTICAL TO DETERMINE.  THEREFORE,  BY  PLACING
  THEIR  INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT  THE  EARNEST
  MONEY  HAS  BEEN AGREED UPON, AFTER NEGOTIATION, AS THE  PARTIES'
  REASONABLE ESTIMATE OF SELLER'S DAMAGES.
  
  Purchaser's Initials               Seller's Initials
  
  14.  SELLER'S DEFAULT.  IF THIS SALE IS NOT COMPLETED BECAUSE  OF
  SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN  OF
  ALL  EARNEST  MONEY TOGETHER WITH ANY INTEREST  ACCRUED  THEREON,
  EXCEPT  THAT PURCHASER SHALL ALSO HAVE THE RIGHT TO REIMBURSEMENT
  FROM  SELLER FOR ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES (NOT
  TO  EXCEED  $25,000 IN ANY EVENT) INCURRED IN THE NEGOTIATION  OF
  THIS   AGREEMENT  AND  THE  PERFORMANCE  OF  ITS  DUE   DILIGENCE
  HEREUNDER.  UPON  THE  RETURN  OF  THE  EARNEST  MONEY  AND   THE
  REIMBURSEMENT  BY  SELLER  FOR OUT OF POCKET  COSTS  AS  PROVIDED
  ABOVE,  THIS AGREEMENT SHALL TERMINATE WITHOUT FURTHER ACTION  OF
  THE  PARTIES  AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY  TO
  EACH  OTHER  AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS  AND
  OBLIGATIONS   WHICH   EXPRESSLY  SURVIVE  TERMINATION   OF   THIS
  AGREEMENT.  NOTWITHSTANDING  ANYTHING  CONTAINED  HEREIN  TO  THE
  CONTRARY,  IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND  NOT  AN
  UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION TO PREVENT THE  SALE;
  (ii) ITS FAILURE TO EXPEND UP TO $25,000 IF (a) SELLER IS ABLE TO
  BOND  OVER,  CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION  FOR  A
  COST NOT TO EXCEED $25,000 OR (b) THE TITLE INSURER IS WILLING TO
  INSURE  OVER  A  MINOR UNPERMITTED EXCEPTION FOR A  COST  NOT  TO
  EXCEED  $25,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (iii)  ITS
  REFUSAL  TO DELIVER THE DEED, THEN PURCHASER WILL BE ENTITLED  TO
  SUE  FOR  SPECIFIC PERFORMANCE.  UNDER THE CONDITIONS  SET  FORTH
  ABOVE,  SELLER  SPECIFICALLY AGREES THAT THE REMEDY  OF  SPECIFIC
  PERFORMANCE  IS APPROPRIATE FOR PURCHASER AND SELLER  WAIVES  AND
  AGREES   NOT  TO  ASSERT  ANY  CLAIM  OR  DEFENSE  THAT  SPECIFIC
  PERFORMANCE  IS NOT AN APPROPRIATE REMEDY FOR PURCHASER.   IN  NO
  EVENT  SHALL  (i)  SELLER  BE LIABLE FOR  ANY  ACTUAL,  PUNITIVE,
  SPECULATIVE  OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY  DEFAULT
  BY  SELLER,  OR (ii) SELLER'S LIABILITY UNDER ANY REPRESENTATION,
  WARRANTY,  COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION
  OR INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS EXCEED
  $250,000   IN   THE  AGGREGATE  ("SELLER'S  MAXIMUM  LIABILITY");
  PROVIDED,  HOWEVER,  THAT THE LIMITATIONS ON  LIABILITY  PROVIDED
  HEREIN  SHALL  NOT APPLY TO ANY DAMAGES INCURRED BY PURCHASER  AS
  THE RESULT OF THE ACTUAL FRAUDULENT CONDUCT OF SELLER.
  
  Purchaser's Initial                 Seller's Initials
  
  15.  PRORATIONS.
  
       15.1  Except as otherwise provided herein and to the  extent
  the  costs of such items are not prorated at Closing as  provided
  herein,  any  and  all  expenses and  payables  relating  to  the
  operation,  management or ownership of the  Property  arising  or
  accruing  prior  to  the Closing Date are the  responsibility  of
  Seller  and  will  be  paid  promptly  upon  receipt  of  billing
  therefor.  Water  and  other  utility  charges;  fuels;   prepaid
  operating expenses; real and personal property taxes prorated  on
  a  "net"  basis  (i.e. adjusted for all tenants' liabilities,  if
  any, for such items); operating expenses paid by Seller which are
  reimbursable by the tenants for the period prior to  the  Closing
  Date (which amount shall be reduced by any amount previously paid
  by  the tenants); unpaid operating expenses for the period  prior
  to  the  Closing  Date prorated on a "net" basis,  as  set  forth
  above;  and  all  other  items of expense  and  income  shall  be
  adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration
  Date").  All utility deposits, if any, shall be withdrawn by  and
  refunded  to  Seller and Purchaser shall make its own replacement
  deposits  for  utilities  as may be required  by  the  respective
  utilities involved.  Prior to Closing, Purchaser and Seller shall
  notify  all  utilities providing service to the Property  of  the
  prospective change in ownership and that all bills for the period
  from  and  after the Proration Date shall be paid  by  Purchaser,
  with no interruption in service and that all bills for the period
  prior  to the Proration Date (which shall be based on final meter
  readings as of the Proration Date, if available), shall  be  paid
  by  Seller. Assessments, excluding regular ad valorem real estate
  taxes, payable in installments which are due prior to the Closing
  Date shall be paid by Seller.  Assessments, excluding regular  ad
  valorem real estate taxes, payable in installments which are  due
  subsequent  to  the Closing Date shall be paid by Purchaser.   If
  the  amount  of  any  of  the items to be prorated  is  not  then
  ascertainable, the adjustments thereof shall be on the  basis  of
  the  most recent ascertainable data.  If any ongoing real  estate
  tax  contest  has  not  been finalized as of  the  Closing  Date,
  Purchaser  and Seller agree that the tax bill existing  prior  to
  the contest, shall be the most recent data for the tax year being
  contested  and (i) Purchaser agrees to re-prorate such amount  as
  it  relates to the real estate tax proration for the current  tax
  year  to  the extent such tax contest is successful.   All  other
  prorations will be final except as to delinquent rent referred to
  in Paragraph 15.2 below and as provided in Paragraph 15.3.
  
       15.2  All rents under the Leases for the month in which  the
  Closing  occurs  which are actually received by Seller  shall  be
  prorated  as  of  the  Proration Date.  All advance  payments  of
  rents, other than for the month in which Closing occurs, and  all
  security  deposits,  shall  be paid by  Seller  to  Purchaser  at
  Closing.  There shall be no credit to Seller for rents which  are
  delinquent as of the Closing Date.  Delinquent rents shall remain
  the  property of Seller (subject to Purchaser's  right to  a  pro
  rata  share  of any delinquent rents for the month  during  which
  Closing occurs.  All rent received by Purchaser after the Closing
  Date  shall  be  applied  first to current  rents  then  due  and
  payable,  and then to delinquent rents, in the inverse  order  of
  maturity.  All basic rent paid following the Closing Date by  any
  tenant  of  the Property who is indebted under a Lease for  basic
  rent  for  any  period prior to the Proration Date in  an  amount
  greater  than the amount of all current basic rent owed  by  said
  tenant  to  Purchaser  shall be deemed a  "Post-Closing  Receipt"
  until such time as all such indebtedness is paid in full.  Within
  ten  (10)  days following each receipt by Purchaser  of  a  Post-
  Closing Receipt, Purchaser shall pay such Post-Closing Receipt to
  Seller.   Purchaser shall use its reasonable, good faith  efforts
  (not  to  include  any  eviction action or  other  litigation  to
  collect  such delinquency), at no additional cost or  expense  to
  Purchaser,  to collect all amounts which, upon collection,  would
  constitute Post-Closing Receipts hereunder.  Seller shall  retain
  the  right to pursue all remedies (excluding eviction of tenants)
  against  tenants  from whom Purchaser is unable to  collect  such
  delinquent  rents and additional rents despite diligent  efforts.
  This  Paragraph 15.2 of this Agreement shall survive the  Closing
  and the delivery and recording of the Deed.
  
       15.3  All  refunds, if any, for time periods  prior  to  the
  Proration  Date  in connection with any ongoing real  estate  tax
  protests  for  the  Property initiated by  Seller  prior  to  the
  Closing  shall  remain the property of Seller and are  not  being
  assigned  by Seller to Purchaser pursuant to this Agreement.   In
  the  event  any  such  refunds are paid to  Purchaser,  Purchaser
  agrees  to  promptly  remit all such sums to  Seller.   Purchaser
  agrees,  at  no  cost  or expense to Purchaser,  to  execute  any
  documents reasonably requested by Seller in connection with  such
  tax   protests,  but  Purchaser  shall  be  held   harmless   and
  indemnified from any liability thereunder.
  
       15.4  In  addition to the foregoing proration  and  credits,
  Seller  shall provide Purchaser at Closing with a credit  in  the
  amount of the unpaid tenant improvement allowance which Purchaser
  is assuming under the Lease with Federal Express.  As of the date
  hereof, the unpaid allowance is $115,121.
  
  16.   BROKER.  The parties hereto represent and warrant  that  no
  broker  commission or finder fee is due and payable in connection
  with  this  transaction, by reason of their  respective  actions,
  other  than  to  Insignia  (to  be  paid  by  Seller).   Seller's
  commission to Insignia shall only be payable out of the  proceeds
  of  the  sale  of  the Property in the event the transaction  set
  forth  herein  closes.   Purchaser and  Seller  shall  indemnify,
  defend  and hold the other party hereto harmless from  any  claim
  whatsoever  (including without limitation, reasonable  attorneys'
  fees, court costs and costs of appeal) from anyone claiming by or
  through   the   indemnifying  party  any   fee,   commission   or
  compensation on account of this Agreement, its negotiation or the
  sale  hereby  contemplated other than to Insignia.  Seller  shall
  indemnify,  defend  and hold Purchaser harmless  from  any  claim
  (including, without limitation, reasonable attorneys' fees, court
  costs and costs of appeal) for any claim by Insignia for any fee,
  commission  or  compensation on account of  this  Agreement,  its
  negotiation  or  the sale hereby contemplated.   Purchaser  shall
  indemnify,  defend  and  hold  Seller  harmless  from  any  claim
  (including, without limitation reasonable attorneys' fees,  court
  costs and costs of appeal) from any claim by the Weston Companies
  for  any  fee,  commission or compensation  on  account  of  this
  Agreement,  its  negotiation, or the  sale  hereby  contemplated.
  Notwithstanding the foregoing indemnity, Purchaser  has  informed
  Seller that Purchaser does not have any agreement with the Weston
  Companies  and the foregoing indemnity shall not imply  that  any
  such contract exists.  The indemnifying party shall undertake its
  obligations  set  forth  in  this Paragraph  16  using  attorneys
  selected  by the indemnifying party and reasonably acceptable  to
  the  indemnified party. The provisions of this Paragraph 16  will
  survive the Closing and delivery of the Deed.
  
  17.  REPRESENTATIONS, WARRANTIES AND COVENANTS.
  
       17.1 Any reference herein to Seller's knowledge or notice of
  any matter or thing shall only mean such knowledge or notice that
  has  actually  been received by James Mendelson  or  Alan  Muench
  ("Seller's Representatives"), and any representation or  warranty
  of  the  Seller is based upon those matters of which the Seller's
  Representatives  has actual knowledge.  Any knowledge  or  notice
  given,  had  or received by any of Seller's agents,  servants  or
  employees   shall   not  be  imputed  to   Seller   or   Seller's
  Representatives.
  
       17.2 Subject to the limitations set forth in Paragraph 17.1,
  Seller hereby makes the following representations and warranties,
  which   representations  and  warranties  are  made  to  Seller's
  knowledge  and  which shall survive Closing for a period  of  180
  days:  (i) except as listed on Exhibit P, there is no pending  or
  to  Seller's  knowledge, threatened litigation, claim,  cause  of
  action or administrative proceeding concerning the Property; (ii)
  Seller is an Illinois corporation, duly formed, organized and  in
  good  standing under the laws of the state of Illinois,  and  has
  the   power   to  execute  this  Agreement  and  consummate   the
  transactions  contemplated herein; (iii) the Rent  Roll  attached
  hereto  as  Exhibit  C  and updated as of  the  Closing  Date  is
  accurate  in  all  material respects as of  the  date  set  forth
  therein;  (iv)  except as disclosed by the Title Commitment,  the
  Seller  has  not  given  or suffered any  assignment,  pledge  or
  encumbrance  with respect to any of the Property, the  Leases  or
  its  interests  thereunder;  (v) the list  of  Service  Contracts
  attached  hereto as Exhibit D and updated as of the Closing  Date
  is  accurate  as  of the date hereof; (vi) except  as  listed  on
  Exhibit  P,  Seller has received no written notice or claim  from
  any  governmental authority having jurisdiction over the Property
  relating  to  an uncured breach or violation of any Environmental
  Laws or any other laws in connection with the Property including,
  without  limitation, the Americans With Disabilities  Act;  (vii)
  Seller  has  received no notice of any uncured  landlord  default
  from any tenant in connection with any Lease or Service Contract;
  (viii)  to Seller's knowledge, the unaudited operating statements
  delivered  by Seller to Purchaser are the same statements  Seller
  uses  to  present to investors the results of operations for  the
  periods  indicated  and  to file tax returns;  (ix)  to  Seller's
  knowledge:  (a) no governmental, public or private authority  has
  threatened   any   condemnation,  eminent   domain   or   similar
  proceeding; and (b) no fact or condition exists which will result
  in  the termination of the Property's current access to and  from
  existing  streets  and utilities; (x) to Seller's  knowledge,  no
  tenant has any counterclaim, defense or offset to any action  for
  collection  of rents or other amounts accruing after the  Closing
  Date under any Lease except as set forth in the Leases; (xi) with
  the  exception of the commission described in Paragraph 12 hereof
  with  respect to the October 25, 1996 amendment to the PSI Lease,
  Seller  has  paid in full all leasing or similar  commissions  or
  payment  obligations,  if any, relating  to  any  existing  Lease
  except   for   any  commissions  due  to  renewals,   extensions,
  expansions or other elections of any tenant which occur after the
  date hereof; and (xii) attached hereto as Exhibit Q is a schedule
  listing  all leasing commission and brokerage agreements  entered
  into   by  Seller  (copies  of  which  have  been  delivered   to
  Purchaser).
  
       17.3 Purchaser hereby represents and warrants to Seller that
  Purchaser  is a Maryland corporation, duly formed, organized  and
  in good standing under the laws of the State of Maryland, and has
  the full right, power and authority to execute this Agreement and
  consummate the transactions contemplated herein.
  
       17.4  Seller covenants (i) to  operate, maintain and  manage
  the  Property in the same manner that it has managed,  maintained
  and   operated  the  Property  during  the  period  of   Seller's
  ownership,  subject  to reasonable wear and  tear  and  casualty;
  (ii)  during normal business hours prior to the Closing Date,  to
  provide  Purchaser and its agents and representatives  reasonable
  access  to  the  Property  and  the books  and  records  directly
  relating  to the ownership, management, maintenance and operation
  of  the Property that are in the possession of Seller, or any  of
  Seller's  agents  or representatives; (iii) to promptly  file  or
  submit  and  diligently  prosecute any and  all  applications  or
  notices  with  federal, state and/or local  authorities  and  all
  other requests with any private persons or entities for consents,
  approvals,  authorizations and permissions which  are  reasonably
  considered  necessary or appropriate by Seller or  Purchaser  for
  the   consummation  of  the  transaction  contemplated  by   this
  Agreement or to prevent the termination of any lease, contract or
  permit,  or as may be necessary to otherwise operate the Property
  in  the  normal  course of business prior to  the  Closing  Date;
  (iv)  to cause to be paid when due all taxes, license fees, trade
  accounts  and costs and expenses of operation and maintenance  of
  the  Property  incurred through the Closing Date, except  amounts
  subject  to  proration  under Paragraph 15;  (v)  to  assist  and
  cooperate, at no material cost, obligation or potential liability
  to  Seller, with any environmental evaluation, study or audit  of
  the  Property or the Personal Property prepared by, for or at the
  request  of Purchaser; (vi) prior to the Closing Date  to  notify
  Purchaser  of  any  written  notice received  by  Seller  of  any
  material adverse event affecting the Property including,  without
  limitation,  any notice from any insurance company regarding  the
  cancellation of any insurance policy for the Property or material
  increase  in  any  premiums  relating  thereto;  (v)  to  provide
  Purchaser,  in  addition  to  any  inspection  or  audit   rights
  contained  elsewhere in this Agreement, the right  to  conduct  a
  full  audit  of  the  books and records of  Seller,  at  Seller's
  principal  place  of business upon five (5) day's  prior  written
  notice,  to  the  extent  such books and records  relate  to  the
  operations  and financial results of the Property, at Purchaser's
  sole cost and expense, in such form and at such time (but in  any
  event  within 270 days after Closing), as is reasonably necessary
  for   Purchaser   to  comply  with  applicable  securities   laws
  requirements,    including,   without   limitation,    Regulation
    210.3-14 promulgated under the Securities Exchange Act of 1934,
  as  amended  and  (vi)  to reserve from any distribution  of  net
  proceeds  of sale to its shareholders an amount equal to Seller's
  Maximum  Liability  until the expiration of the  180  day  period
  contained herein for the survival of Seller's representations and
  warranties.
  
       17.5 The representations, warranties and covenants of Seller
  set  forth  herein  and  in any Closing  Document  shall  survive
  Closing  for  a  period  of  180  days  after  the  Closing  Date
  ("Survival  Period").   All  rights of Purchaser  hereunder  with
  respect  to  any  such  surviving  representation,  warranty   or
  covenant  shall be deemed waived if Purchaser  does not,  (i)  by
  notice  to  Seller,  advise  Seller  of  any  alleged  breach  of
  representation, warranty or covenant prior to the  expiration  of
  the  Survival Period; and (ii) commence any cause of action based
  on  such  alleged breach within 210 days after the Closing  Date.
  Notwithstanding   anything  herein  to  the  contrary,   Seller's
  liability  under  any representation, warranty or  covenant  made
  hereunder  or  in any Closing Document shall in no  event  exceed
  Seller's Maximum Liability.
  
       17.6  Except  to the extent expressly provided  for  herein,
  Seller shall remain responsible for all tort liabilities, if any,
  relating to events that occur prior to the Closing Date.
  
  18.   CONDITIONS TO PURCHASER'S OBLIGATIONS.  The obligations  of
  Purchaser  to  consummate the transactions contemplated  by  this
  Agreement  are  subject  to  the  satisfaction  of  each  of  the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser  in
  writing at or prior to Closing:
  
       18.1  The representations and warranties of Seller contained
  in  this  Agreement shall have been true in all material respects
  on  the  date of this Agreement and at Closing, and Seller  shall
  have  performed  all material obligations and complied  with  all
  material covenants required by this Agreement.
  
       18.2  The  Title  Insurer shall be prepared  to  deliver  to
  Purchaser  on  the  Closing Date the Title  Policy  in  the  form
  required by this Agreement.
  
       18.3  On  the  Closing Date, there shall be no  third  party
  injunction, writ, preliminary restraining order or any  order  of
  any  nature  issued  against  Seller  by  a  court  of  competent
  jurisdiction  and  directing that the  transactions  contemplated
  herein not be consummated as herein provided, but any such  order
  issued  against Purchaser which is unrelated to Seller shall  not
  be a condition precedent to Purchaser's obligations to close.
  
       18.4 At the Closing Date, Seller shall own the Property free
  and  clear  of  all liens, encumbrances, claims,  and  rights  of
  others,   except   for  Permitted  Exceptions   and   Unpermitted
  Exceptions  waived  by Purchaser, and will  convey  the  same  to
  Purchaser.
  
       18.5 Purchaser has received the Tenant Certificates required
  pursuant to Paragraph 10 hereof.
  
       18.6  At  the  Closing  Date, the Leases  with  PSI  Process
  Systems,  Federal Express, Instituform Technologies, Inc.,  Paine
  Webber Incorporated and JH Networking Agency shall not have  been
  terminated.
  
  19.    LIMITATION  OF  LIABILITY.  None  of  Seller's  directors,
  shareholders,  officers, agents, or employees, or the  successors
  or  assigns or such shareholders, directors, officers, agents  or
  employees shall have any personal liability of any kind or nature
  for  or  by  reason of any matter or thing whatsoever  under,  in
  connection  with, arising out of or in any way  related  to  this
  Agreement and the transactions contemplated herein, and Purchaser
  hereby waives for itself and anyone who may claim by, through  or
  under  Purchaser any and all rights to sue or recover on  account
  of any such alleged personal liability.
  
  20.  NOTICES.  Any notice or demand which either party hereto  is
  required  or  may desire to give or deliver to or make  upon  the
  other  party shall be in writing and may be personally  delivered
  or given or made by overnight courier such as Federal Express, by
  facsimile  transmission or made by United  States  registered  or
  certified mail addressed as follows:
  
       TO SELLER:     c/o The Balcor Company
                      Bannockburn Lake Office Plaza
                      2355 Waukegan Road
                      Suite A200
                      Bannockburn, Illinois 60015
                      Attention: Ilona Adams
  
  with copies to:     The Balcor Company
                      Bannockburn Lake Office Plaza
                      2355 Waukegan Road
                      Suite A200
                      Bannockburn, Illinois 60015
                      Attention: James Mendelson
                      (847) 267-1600
                      (847) 317-4462 (FAX)
  
       TO PURCHASER:  Parkway Properties, Inc.
                      300 One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi 39201
                      Attention:   David R. Fowler
  
  
  subject  to  the right of either party to designate  a  different
  address  for  itself  by notice similarly given.  Any  notice  or
  demand  so given shall be deemed to be delivered or made  on  the
  next  business day if sent by overnight courier, or the same  day
  as  given if sent via facsimile transmission and received by 5:00
  p.m. Chicago time, or on the fourth (4th) business day after  the
  same  is  deposited in the United States Mail  as  registered  or
  certified mail, addressed as above provided, with postage thereon
  fully  prepaid.  Any such notice, demand or document  not  given,
  delivered or made by registered or certified mail or by overnight
  courier or by facsimile transmission as aforesaid shall be deemed
  to  be  given, delivered or made upon receipt of the same by  the
  party  to whom the same is to be given, delivered or made. Copies
  of  all  notices shall be served upon the Escrow Agent. All  time
  periods for responses by either party set forth in this Agreement
  shall   commence  upon  the  receipt  of  notice  as  set   forth
  hereinabove.
  
  21.  EXECUTION OF AGREEMENT AND ESCROW AGREEMENT.  Purchaser will
  execute two (2) copies of this Agreement and three (3) copies  of
  the  Escrow  Agreement and forward them to Seller for  execution.
  Seller  will  forward one (1) copy of the executed  Agreement  to
  Purchaser  and will forward to the escrow agent three (3)  copies
  of the Escrow Agreement signed by the parties with a direction to
  execute  two  (2) copies of the Escrow Agreement  and  deliver  a
  fully executed copy to each of the Purchaser and the Seller.
  
  22.  MISCELLANEOUS
  
             (a)  Time is of the essence of each provision of  this
       Agreement.
  
             (b)   This  Agreement and all provisions hereof  shall
       extend to and be obligatory upon and inure to the benefit of
       the   respective  heirs,  legatees,  legal  representatives,
       successors and assigns of the parties hereto.
  
             (c)   The  section  and  paragraph  headings  of  this
       Agreement  are  for convenience only and in no  way  define,
       limit  or  enlarge  the  scope or meaning  of  the  language
       hereof.  The  terms "hereby," "herein," "hereof,"  "hereto,"
       "hereunder"  and  any similar terms used in  this  Agreement
       refer to this Agreement.  The term "including" shall not  be
       construed  in  a limiting nature, but shall be construed  to
       mean   "including,  without  limitation."   Words  importing
       persons  shall  include  firms, associations,  partnerships,
       trusts,  corporations  and other legal  entities,  including
       public  bodies, as well as natural persons.  Words importing
       the singular shall include the plural and vice versa.  Words
       of   the   masculine  gender  shall  be  deemed  to  include
       correlative words of the feminine and neuter genders.
  
             (d)   This  Agreement  contains the  entire  agreement
       between   the   parties   relating   to   the   transactions
       contemplated   hereby,  and  all  prior  or  contemporaneous
       agreements,  understandings, representations and statements,
       oral  or  written,  are merged herein.  No  representations,
       warranties,  undertakings  or  promises  (whether  oral   or
       written, express or implied), can be made or have been  made
       by  Seller  or  its agents, representatives  or  brokers  to
       Purchaser  or  any  other  person  unless  expressly  stated
       herein.   No modification or amendment of this Agreement  or
       any waiver of any provision hereof shall be effective unless
       the  same  is  in writing signed by the party  against  whom
       enforcement  of such modification, amendment  or  waiver  is
       sought.
  
             (e)  This Agreement shall be governed by and construed
       in  accordance with the laws of the State of Tennessee.   If
       any  of  the provisions of this Agreement or the application
       thereof  to  any  persons  or circumstances  shall,  to  any
       extent, be deemed invalid or unenforceable, the remainder of
       this  Agreement  and the application of such  provisions  to
       persons  or  circumstances other than those as  to  whom  or
       which  it  is  held invalid or unenforceable  shall  not  be
       affected  thereby,  and every provision  of  this  Agreement
       shall  be  valid  and  enforceable  to  the  fullest  extent
       permitted by law.
  
             (f)   This  Agreement and any document  or  instrument
       executed  pursuant hereto may be executed in any  number  of
       counterparts, each of which shall be deemed an original, but
       all  of  which  together shall constitute one and  the  same
       instrument.
  
             (g)   The  submission by Seller of this  Agreement  to
       Purchaser  for examination does not constitute an  offer  by
       Seller  to  sell, or a reservation of or option to  purchase
       the  Property.  This Agreement shall not become  a  contract
       until executed and delivered by Purchaser and Seller in  the
       manner set forth herein.
  
             (h)  Purchaser shall not record this Agreement or  any
       memorandum hereof, and any such recording shall be a default
       hereunder.
  
             (i)   Prior  to  Closing, Purchaser and  Seller  shall
       jointly  prepare  and  issue  all  releases  of  information
       relating  to  the  sale of the Property, and  any  inquiries
       regarding  the  transaction  contemplated  hereby  shall  be
       responded  to only after consultation with the  other  party
       hereto.
  
             (j)  If either party institutes a legal action against
       the   other  relating  to  this  Agreement  or  any  default
       hereunder,  the  unsuccessful  party  to  such  action  will
       reimburse  the successful party for the reasonable  expenses
       of  prosecuting or defending such action, including  without
       limitation,  attorneys  fees  and  disbursements  and  court
       costs.
  
             (k)   This  Agreement  shall  not  be  construed  more
       strictly against one party than against the other merely  by
       virtue of the fact that the Agreement may have been prepared
       primarily  by  counsel  for one of  the  parties,  it  being
       recognized  that both Purchaser and Seller have  contributed
       substantially  and  materially to the  preparation  of  this
       Agreement.
  
             (l)   The Purchaser shall not have the right to assign
       its  interest  in this Agreement without the  prior  written
       consent  of the Seller.  Any assignment or transfer  of,  or
       attempt to assign or transfer, Purchaser's interest in  this
       Agreement  shall be an act of default hereunder by Purchaser
       and  subject  to  the  provisions of  Paragraph  13  hereof.
       Notwithstanding  the  foregoing, Purchaser  may  assign  its
       interest in this Agreement without the consent of Seller  to
       any  entity  affiliated  with  or  controlled  by  Purchaser
       ("Assignee"), provided that Purchaser remains liable for and
       the Assignee assumes the obligations of Purchaser hereunder.
       If  the  Assignee petitions or applies for relief under  any
       bankruptcy   laws  or  is  adjudicated  as  a  bankrupt   or
       insolvent,  or  if Assignee files any petition,  application
       for   relief  or  answer-seeking  or  acquiescing   in   any
       reorganization,   arrangement,  composition,   readjustment,
       liquidation, dissolution or similar relief for itself  under
       any  present or future federal, state or other statute, law,
       code  or  regulation relating to bankruptcy, insolvency,  or
       other   relief  for  debtors  (collectively,  a  "Bankruptcy
       Filing")  on  or  before the Closing Date,  said  Bankruptcy
       Filing shall be a default under this Agreement and Purchaser
       shall  indemnify Seller for all costs, attorney's  fees  and
       expenses of Seller resulting from Seller's efforts to obtain
       the Earnest Money as liquidated damage and to clear title to
       the  Property with respect to any encumbrance resulting from
       the Bankruptcy Filing.
  
             (m)  Notwithstanding anything contained herein to  the
       contrary,  Seller acknowledges and agrees  that  no  limited
       partner  of Purchaser, nor any trustee, director, holder  of
       any  beneficial interests, shareholder, officer or  employee
       of  Purchaser or any affiliate of Purchaser shall  have  any
       personal  liability,  directly  or  indirectly,  under  this
       Agreement,   or   under  any  certificate,   representation,
       warranty   or  other  instrument  delivered  in   connection
       herewith,  and  Seller  shall have recourse  hereunder  only
       against Purchaser's assets.  Each document to be executed by
       Purchaser at Closing shall contain a similar exculpation.
       
       IN  WITNESS WHEREOF, the parties hereto have executed  this
       Agreement as of the date first set forth above.
  
                                PURCHASER:
                                
                                PARKWAY PROPERTIES, INC.
                                
                                
                                
                                By:
                                Name:
                                Its:
                                
                                
                                SELLER:
                                
                                TENNESSEE FORUM, INC.
                                
                                
                                
                                By:
                                Name:
                                Its:
                                
                                
  Insignia  Mortgage & Investment Company ("Broker") executes  this
  Agreement   in  its  capacity  as  a  real  estate   broker   and
  acknowledges that the fee or commission ("Fee") due to  it  as  a
  result  of  the  transaction described in this Agreement  is  the
  amount  as set forth in the listing agreement between Broker  and
  Seller.   Broker also acknowledges that payment of the  aforesaid
  Fee  is  conditioned  upon the Closing and  the  receipt  of  the
  Purchase Price by the Seller.  Broker agrees to deliver a receipt
  to  the  Seller at the Closing for the Fee and a release  stating
  that  no other fees or commissions are due to Broker from  Seller
  or Purchaser.
  
                                     INSIGNIA MORTGAGE & INVESTMENT
                                     COMPANY
                                     
                                     
                                     
                                     By:
  
  
                          LIST OF EXHIBITS
  
  
  
  
  A.   Legal Description
  
  B.   Personal Property
  
  C.   Leases/Rent Roll
  
  D.   Service and Maintenance Contracts
  
  E.   Escrow Agreement
  
  F.   Copy of Title Commitment
  
  G.   Limited Warranty Deed
  
  H.   Special Warranty Bill of Sale
  
  I.   Assignment and Assumption of Intangible Property
  
  J.   Assignment and Assumption of Leases and Security Deposits
  
  K.   FIRPTA
  
  L.   Tenant Notice Letter
  
  M.   Tenant Estoppel Certificate
  
  N.   Intentionally Deleted
  
  O.   Manager's Certificate
  
  P.   Disclosures
  
  Q.   Leasing Commission Agreements
  
  
  
  
                     PURCHASE AND SALE AGREEMENT
  
                                among
  
  
                 CHARLOTTE PARK LIMITED PARTNERSHIP,
                  CEP INVESTORS LIMITED PARTNERSHIP
                                  
                                 and
  
                       PARKWAY CAROLINA, INC.
  
  
                          NOVEMBER 4, 1996
  
                     PURCHASE AND SALE AGREEMENT
  
  
       This Purchase and Sale Agreement ("Agreement") is made and
  entered into on or as of the Effective Date (as defined in
  Section 11.18), by and among CHARLOTTE PARK LIMITED PARTNERSHIP,
  a North Carolina limited partnership ("Charlotte Park"), CEP
  INVESTORS LIMITED PARTNERSHIP, a North Carolina limited
  partnership ("CEP") (Charlotte Park and CEP shall be sometimes
  collectively referred to herein as "Seller") and PARKWAY
  CAROLINA, INC., a North Carolina corporation ("Purchaser").
  
       WHEREAS, CEP is the owner of three separate parcels of land
  and a "private road" located at 4501 Charlotte Park Drive, 4651
  Charlotte Park Drive and Lot 3 of Charlotte Park Executive Center
  ("Lot 3"), Mecklenburg County, North Carolina (collectively, the
  "CEP Property"), and Charlotte Park is the owner of one parcel of
  land located at 4601 Charlotte Park Drive, Mecklenburg County,
  North Carolina described on Exhibit 1.2(a) attached hereto (the
  "Charlotte Park Property"; the CEP Property and the Charlotte
  Park Property may be collectively referred to as the "Land"); and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land consisting principally, but not exclusively, of
  office buildings known as the "4501 Building," the "4601
  Building," and the "4651 Building (collectively, the
  "Improvements"); and
  
       WHEREAS, Seller owns certain items of tangible and
  intangible personal property listed on Exhibit 1.3 attached
  hereto (collectively "Personal Property"); and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to Purchaser, and Purchaser desires to purchase and acquire from
  Seller all of Seller's right, title and interest in and to the
  Land and Improvements, including the Buildings, and the Personal
  Property pursuant to the terms and conditions set forth herein.
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants, agreements, representations and warranties
  contained in this Agreement, and intending to be legally
  obligated, Purchaser and Seller agree as follows:
  
                              ARTICLE 1
  
                          PURCHASE AND SALE
  
       1.1  Purchase and Sale.  Subject to the provisions of, and
  on the basis of the covenants, agreements, representations and
  warranties contained in this Agreement, Seller agrees to sell,
  transfer, assign and convey all of its right, title and interest
  in and to the Real Property and the Personal Property
  (collectively "Assets") to Purchaser, and Purchaser agrees to
  purchase and acquire the Assets from Seller (this "Transaction").
  
       1.2  Real Property Identified.  As used herein, the Real
  Property shall mean:
  
            (a)  Description of Land.  The real estate described in
       Exhibit 1.2(a) attached hereto.
  
            (b)  Description of Improvements.  The Improvements,
       including the 4501 Building, the 4601 Building, and the 4651
       Building, all building materials, fixtures, heating,
       ventilation and air conditioning systems, canopies,
       sidewalks, walkways, planters and landscape materials, and
       all other real property improvements owned by Seller and
       located in, on or under the Land or related to, used or
       available for use in the ownership, conduct, operation or
       maintenance of the Real Property.
  
            (c)  Rights and Appurtenances.  All and singular, the
       rights and appurtenances pertaining to the Real Property,
       including, but not limited to, any right, title and interest
       of Seller in and to adjacent streets, roads, alleys,
       easements and rights-of-way.  Provided, however, the Real
       Property specifically does not include any rights or
       appurtenances relating to the adjacent property owned by
       Seller or its affiliates.  In the event any such rights and
       appurtenances benefit both the Real Property and the
       adjacent property, Seller shall convey such an interest
       therein to the extent applicable to the Real Property to
       Purchaser so that the Real Property will continue to have
       the benefit of any such joint rights and benefits after
       Closing.
  
       1.3  Personal Property Identified.
  
            (a)  Description of Tangible Personal Property.  The
       tangible Personal Property consists of all material tangible
       personal property located on or attached to the Real
       Property and owned by Seller and used or available for use
       by Seller in the ownership, operation and/or management of
       the Real Property and in the repair, operation and
       maintenance of the Assets, including, without limitation,
       all of Seller's right, title and interest in all equipment,
       tools, machinery, furniture, furnishings, office and other
       supplies, inventories, spare parts and other tangible
       personal property located on or attached to the Real
       Property.  The tangible Personal Property specifically
       includes all tangible personal property located in any
       management office at the real property owned or leased by
       Seller.  The tangible Personal Property is generally
       described on Exhibit 1.3 attached hereto.
  
            (b)  Description of Intangible Personal Property.  The
       intangible Personal Property consists of all material
       intangible personal property owned by Seller and used by
       Seller in connection with the operation and/or management of
       the Real Property and in the repair, operation and
       maintenance of the Assets and includes, without limitation,
       (i) all assignable guarantees and warranties (including
       those pertaining to construction of the Improvements, if
       any); (ii) all assignable licenses and other permits
       relating to the Assets or the operation thereof; (iii) all
       assignable contracts, agreements and contract rights; (iv)
       rights, if any, to use the name Charlotte Park Executive
       Center on a non-exclusive basis with Seller for itself and
       its successors and assigns reserving the right to use the
       name in connection with the use and development of Seller's
       adjoining property; and (v) all leases, tenancies and rental
       agreements or arrangements (collectively "Leases") with
       tenants, and security, damage and other deposits and
       payments which have been collected by Seller with respect to
       the Leases and not retained by Seller in accordance with the
       terms of the Leases (collectively "Deposits").
  
  
  
                              ARTICLE 2
  
                           PURCHASE PRICE
  
       2.1  Escrow Deposit.  Purchaser shall within two (2)
  business days following the Effective Date deliver to First
  American Title Insurance Company ("Title Company") the sum of ONE
  HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00)
  ("Escrow Deposit") in lawful funds of the United States of
  America.  If Purchaser elects in writing not to proceed with this
  transaction prior to the conclusion of the Inspection Period or
  elects to terminate this Agreement pursuant to the express
  provisions hereof, then Title Company shall refund to Purchaser
  the Escrow Deposit and all interest accrued thereon.  If
  Purchaser shall fail to terminate this transaction at the
  conclusion of the Inspection Period, the Escrow Deposit and all
  interest thereon, shall become non-refundable to Purchaser
  (except as otherwise provided herein) but shall be credited
  toward the Purchase Price upon Closing.  Title Company is hereby
  instructed to invest the Escrow Deposit in an FDIC insured high
  yield interest bearing account in the name of Purchaser.
  Purchaser's taxpayer identification number is 62-1655337.
  Purchaser and Seller hereby acknowledge and agree that all
  accrued interest on the deposit shall be credited to Purchaser,
  provided, however, in the event that this transaction does not
  close due to an event of default by Purchaser and through no
  event of default of Seller unless Seller's performance is excused
  due to a prior default of Purchaser, the Escrow Deposit and all
  accrued interest thereon shall be delivered to Seller as
  hereinafter set forth.
  
       2.2  Purchase Price.  Seller agrees to sell, and Purchaser
  agrees to purchase, the Assets for a total purchase price equal
  to FOURTEEN MILLION EIGHT HUNDRED THOUSAND NO/100 DOLLARS
  ($14,800,000.00) ("Purchase Price"), plus or minus prorations and
  other adjustments provided by this Agreement, upon and in
  accordance with the terms and conditions of this Agreement
  ("Transaction").  The Purchase Price shall be allocated as
  follows: (a) $5,923,885 to the 4501 Building; (b) $3,914,388 to
  the 4601 Building; (c) $4,415,727 to the 4651 Building; and (d)
  $250,000 to Lot 3.
  
       2.3  Balance of Purchase Price.  The Purchase Price (of
  which the Escrow Deposit may be a part), plus or minus
  prorations, shall be paid in immediately available funds to
  Seller on the Closing Date.
  
       2.4  Independent Consideration.  Seller has received a check
  from Purchaser in the amount of One Hundred and No/100 Dollars
  ($100.00), (the "Independent Contract Consideration"), which
  amount Seller and Purchaser acknowledge and agree has been
  bargained for and agreed to for Seller's execution and delivery
  of this Agreement.  At Closing (defined below) the Independent
  Contract Consideration shall be applied to the Purchase Price.
  In the event this Agreement is terminated for any reason, Seller
  shall be entitled to retain the Independent Contract
  Consideration.
  
                              ARTICLE 3
  
                           ESCROW; CLOSING
  
       3.1  Escrow Agent.  Title Company is authorized and
  instructed to act as escrow agent pursuant to the terms of this
  Agreement.  By execution of the acknowledgment attached hereto,
  Title Company acknowledges receipt of the Escrow Deposit.
  Purchaser and Seller shall execute any additional escrow
  instructions reasonably required by Title Company to complete the
  transactions provided for herein provided that such instructions
  are not inconsistent with the terms of this Agreement.
  
       3.2  Closing.  Closing shall be on such date and at such
  place as Seller shall designate  by at least twenty-five (25)
  days prior notice to Purchaser or as Seller and Purchaser may
  otherwise mutually determine (hereafter referred to as "Closing
  Date" or "Closing") provided, however, in no event shall the
  Closing Date be less than fifteen (15) calendar days after the
  end of the Inspection Period, nor later than ninety (90) days
  after the end of the Inspection Period, unless such date is
  extended by the mutual agreement of Seller and Purchaser.
  
       3.3  Closing Costs.
  
            (a)  Seller's Payments.  Seller shall pay the cost and
       expenses, if any, of (i) the survey; (ii) the title search
       and title insurance commitment; (iii) the fees for recording
       the deed conveying the Real Property; (iv) any other
       transfer tax, documentary stamp tax or similar tax which
       becomes payable by reason of the transfer of the Assets; (v)
       one-half of any escrow fees charged by Title Company; and
       (vi) recording of the Declaration of Covenants, Conditions
       and Restrictions referenced in Section (j).
  
            (b)  Purchaser's Payments.  Purchaser shall pay (i) the
       premium of the owner's and/or mortgagee extended coverage
       title policy and the cost of any endorsements as Purchaser
       may obtain; and (ii) one-half of any escrow fees charged by
       Title Company.
  
            (c)  Other Costs.  Each party will pay all its own
       expenses incurred in connection with this Agreement and the
       transactions contemplated hereby, including, without
       limitation (i) all costs and expenses stated herein to be
       borne by a party, and (ii) all of their respective
       consulting, accounting, legal and appraisal fees.
  
       3.4  Prorations.  The following prorations shall be made
  effective as of the Closing Date and, to the extent possible,
  shall be made tentatively at Closing:
  
            (a)  Proration Date.  All prorations shall be made as
       of 12:01 a.m., according to the time zone in which the
       Assets are located, on the Closing Date, as if Purchaser
       were vested with title to the Assets during the entire
       Closing Date.
  
            (b)  Rents.  All rents under the Leases for the month
       in which Closing occurs which are actually received by
       Seller shall be prorated as of the Closing Date.  All
       advance payments of rents, other than for the month in which
       Closing occurs, and all Deposits shall be paid by Seller to
       the Purchaser at Closing.  Delinquent rents and additional
       rents owed for the month during which Closing occurs (for
       the pro rata period of Seller's ownership of such Property)
       or prior to the month during which the Closing takes place
       shall remain the property of Seller, and Purchaser shall use
       reasonable efforts (not to include commencing any eviction
       action or other litigation to collect such delinquency) to
       collect such delinquent rents and additional rents for the
       benefit of Seller and shall cooperate with Seller in the
       collection of any such delinquent rents and additional
       rents.  Seller shall retain the right to pursue all remedies
       (excluding eviction of tenants) against tenants from whom
       Purchaser is unable to collect such delinquent rents and
       additional rents despite diligent efforts.  All rent
       received by Purchaser after the Closing Date shall be
       applied first to current rentals and then to delinquent
       rentals, if any, in the inverse order of maturity.
  
            (c)  Taxes.  Ad Valorem and personal property taxes and
       assessments against the Assets for the year of Closing shall
       be prorated between Seller and Purchaser as of the Closing
       Date.  If actual taxes are unknown, they shall be prorated
       based upon the best available information from the local
       taxing authority.  To the extent that the actual taxes for
       the current year differ from the amounts so apportioned at
       Closing, Seller and Purchaser shall make all necessary
       adjustments by appropriate payments between themselves
       following Closing.
  
            (d)  Utilities.  Charges for utilities serving the
       Assets shall be determined as of the day preceding the
       Closing Date, and Seller shall pay the amount of the utility
       charges to such date to the utility companies involved or to
       Purchaser in the event Purchaser is responsible for the
       payment of such utility charges.  All utility deposits of
       Seller shall belong to Seller.
  
            (e)  Contract Charges.  Charges with respect to
       Contracts transferred and assigned to Purchaser shall be
       prorated as of the Closing Date.  Payments for obligations
       under leases of tangible Personal Property transferred and
       assigned to Purchaser will be prorated as of the Closing
       Date.  To the extent not reflected in the closing statements
       evidencing the transaction contemplated by this Agreement,
       Purchaser and Seller agree to adjust between themselves
       outside of Closing any amounts which are the responsibility
       of the other party pursuant to this subsection.
  
            (f)  Operating Expenses.  Except as otherwise provided
       herein, any and all expenses and payables relating to the
       operation, management or ownership of the Assets arising or
       accruing prior to the Closing Date in the ordinary course of
       business are the responsibility of the Seller and will be
       paid by Seller promptly upon receipt of billing therefor.
  
            (g)  Leasing Commissions.  Seller shall be responsible
       for paying the costs associated with any lease executed by
       Seller prior to the expiration of the Inspection Period
       unless Purchaser approves such lease in writing, in which
       event upon Closing, Purchaser shall be responsible for such
       costs and Seller shall receive a credit at Closing for any
       such costs previously paid by Seller.  Unless Purchaser does
       not acquire the Property, Purchaser shall be responsible for
       paying the costs associated with all leases executed after
       the end of the Inspection Period which have been approved by
       Purchaser and Seller shall receive a credit at Closing for
       any such costs previously paid by Seller.  If, for any
       reason, Purchaser does not purchase the Assets, Purchaser
       shall not be responsible or liable to any entity with
       respect to any such costs or leasing commissions.
  
       All prorations, credits and other apportionments shall be
  allocated separately between the CEP Property and the Charlotte
  Park Property.  The agreements with respect to prorations in this
  Section  shall survive Closing.  Final settlement of all prorated
  items, except real estate taxes if not possible and delinquent
  rentals if collected, shall occur on or before 90 days after the
  Closing Date, or on the next business day if the 90th day is a
  Saturday, Sunday or legal holiday.  Contractual and tort
  liabilities accruing, or relating to events that occurred, prior
  to the Closing Date shall be the responsibility of Seller.
  
                              ARTICLE 4
  
                            TITLE MATTERS
  
       4.1  Title Report/Commitment for Title Insurance.  Seller
  hereby instructs Title Company to prepare and deliver to
  Purchaser, Seller and the surveyor described below, at Seller's
  expense, as soon as possible after the Effective Date a title
  commitment issued by First American Title Insurance Company (the
  "Title Commitment") covering the Real Property, showing all
  matters affecting title to the Real Property and binding Title
  Company to issue to Purchaser at Closing an owner's policy of
  title insurance on an ALTA (1970 form) Extended Form of policy in
  the full amount of the Purchase Price pursuant to Section 4.4
  hereof.  Seller and Purchaser further instruct Title Company to
  deliver to such parties copies of all instruments referenced in
  Schedule B, Section II of the Title Commitment.
  
       4.2  Survey.  As soon as possible after the Effective Date,
  Seller shall, at its expense, order a survey or an update to a
  survey to be delivered to Purchaser and Title Company.  Such
  survey shall be a currently dated ALTA/ASCM land title survey of
  the Land and of the Improvements situated thereon (the "Survey"),
  prepared by a surveyor licensed by the State of North Carolina
  and  certified to Purchaser and Title Company by such surveyors
  in conformity to the Certificate attached hereto as Exhibit
  4.2(a).  In addition to the requirements set forth in attached
  Exhibit 4.2(b), the Survey shall reflect the total area of the
  Real Property, the location of all improvements, recorded
  easements and encroachments, if any, located thereon and all
  building and set back lines and other matters of record with
  respect thereto.  Said Survey shall also certify that the Land is
  not in an area identified by FEMA as having special flood or
  mudslide hazards which require flood insurance under the Flood
  Insurance Act of 1968.  Seller shall provide at Closing a
  certificate to Purchaser and Title Company if requested, that
  there have been no improvements made to the Real Property since
  the date of the Survey which would materially alter the
  depictions on the Survey.
  
       4.3  Title Defects.  Within ten (10) business days after
  receipt of the later of the Title Commitments and the Survey but
  in no event later than five (5) days prior to the expiration of
  the Inspection Period, Purchaser shall notify Seller of any title
  matters to which Purchaser objects (the "Title Defects")
  ("Purchaser's Notice").  Any matter disclosed in a Title
  Commitment or Survey and not objected to by Purchaser or
  subsequently waived by Purchaser shall be deemed a permitted
  exception  ("Permitted Exception").  Seller shall notify
  Purchaser of Seller's decision not to cure any Title Defect
  within five (5) days after receipt of Purchaser's Notice.
  Seller's failure to respond shall be deemed a decision by Seller
  not to cure any Title Defect.   Within ten days of Seller's
  election not to cure certain Title Defects, Purchaser may elect
  to waive such Title Defects or terminate this Agreement in which
  event Purchaser shall receive a return of the Escrow Deposit and
  all interest accrued thereon.  Purchaser's failure to respond
  shall be deemed a decision by Purchaser to waive the Title
  Defects to which Seller decides not to cure.  If the Title
  Defects, that Seller elected to cure, are not cured by Seller or
  waived by Purchaser  on or before the Closing Date then Purchaser
  may (i) elect to waive the uncured Title Defects, or (ii)
  terminate this Agreement in which event Purchaser shall receive a
  return of the Escrow Deposit and all interest accrued thereon.
  
       4.4  Title Insurance.  At Closing, Seller and Purchaser
  shall instruct Title Company to issue a final update to the Title
  Commitment in which the "GAP" exception has been deleted, binding
  Title Company to issue to Purchaser an owner policy of title
  insurance (the "Title Policy") covering the Real Property in the
  full amount of the Purchase Price.  The Title Policy shall be an
  ALTA Form 1970-B owner's policy of Extended Coverage title
  insurance containing such endorsements as may be reasonably
  requested by Purchaser and agreed to by Title Company subject
  only to: (a) current non-delinquent real estate taxes and
  assessments; (b) matters set forth in the Title Commitment and
  approved or waived by Purchaser; (c) any other matters approved
  in writing by Purchaser; (d) title exceptions caused by acts or
  omissions of Purchaser; and (e) matters excepted or excluded from
  coverage by the printed terms of the title insurance policy
  standard form (except for survey (if requested by Purchaser) and
  mechanics and materialmen's lien exceptions which shall be
  deleted).  Purchaser shall use reasonable efforts to reach
  agreement with Title Company regarding any applicable
  endorsements during the Inspection Period.
  
                              ARTICLE 5
  
                        INFORMATION SCHEDULES
  
       5.1  Information Schedules.  Seller has delivered or caused
  to be delivered to Purchaser, and Purchaser hereby acknowledges
  receipt and delivery thereof, copies of all schedules and
  documents referred to in this Agreement ("Information
  Schedules"), including the following schedules and other
  information described below:
  
            (a)  Rent Roll.  A complete list and description ("Rent
       Roll Schedule"), and true and complete copies, of all
       Leases.
  
            (b)  Contracts.  An itemized schedule ("Contracts
       Schedule") of all written and oral service, maintenance,
       management and other agreements, equipment or appliance
       leases, non-governmental franchises, contracts and
       arrangements relating or pertaining to the Assets
       (collectively "Contracts").  Unless Purchaser makes written
       request to cancel any Contract contained in the Contracts
       Schedule prior to the end of the Inspection Period, the
       Contracts contained in the Contracts Schedule shall be
       transferred and assigned by Seller to Purchaser at Closing,
       to the extent assignable.
  
            (c)  Personal Property.  A materially true and complete
       schedule and description ("Personal Property Schedule") of
       all material tangible Personal Property.
  
            (d)  Permits.  A list ("Permits Schedule") of all
       current franchises, business or other licenses, bonds,
       permits, certificates, authorizations and other evidences of
       consent, approval, authorization or permission relating to
       or affecting the Assets (collectively "Permits") of or from
       any person, including any governmental authority, held by
       Seller including any pending applications, but only to the
       extent that Purchaser may obtain or derive a benefit from
       such Permits after Closing.  In lieu of providing a detailed
       Permits Schedule, Seller may provide to Purchaser copies of
       all Permits in its possession or control.
  
            (e)  Warranties.  A list and description ("Warranty
       Schedule") of all material third party bonds, warranties and
       guaranties, including any warranties relating to equipment,
       structures, roof, landscaping, parking lot or parking lot
       surfaces, if any, which are in effect with respect to or
       which benefit any portion of the Assets.
  
            (f)  Operating Statements.  Materially true and
       complete copies of all operating statements for the Assets
       for the last two calendar years and for each calendar month
       of 1996 through the month ending September 30.
  
            (g)  Prior Studies.  True and complete copies of any
       prior third party studies and reports, in the possession of
       Seller or to Seller's actual knowledge, in the possession of
       Seller's agents, affiliates or management companies relating
       in any manner to the environmental, structural, mechanical,
       or engineering status of any portion of the Assets.
  
            (h)  Plans.  Copies of all construction plans, diagrams
       and schematics of the Real Property and Improvements in
       Seller's possession or control made available to Purchaser
       at the Assets' location.
  
                              ARTICLE 6
  
                             INSPECTION
  
       6.1  Inspection Period.  During the period beginning upon
  the Effective Date and ending at 5:00 p.m., local time, on the
  thirtieth (30th) day after the Effective Date, but in no event
  later than December 3, 1996 (such period of time hereinafter
  referred to as the "Inspection Period"), Purchaser and/or its
  attorneys, consultants or employees ("Authorized
  Representatives") shall have the right to: (i) make a physical
  inspection of the Assets subject to the rights of tenants, (ii)
  examine the financial and operating books and records relating to
  the Assets maintained by or for the benefit of Seller, (iii)
  interview tenants of the Property, and (iv) conduct such non-
  destructive physical engineering, feasibility and other studies
  and tests on or of the Assets as Purchaser considers to be
  appropriate.  Purchaser and/or Purchaser's Authorized
  Representatives may also copy any documents referred to or
  described in the Information Schedules but not required to be
  provided to Purchaser as part of any such schedule.
  Notwithstanding the foregoing, Purchaser shall not be permitted
  to interfere unreasonably with Seller's operations at the
  Property or interfere with any tenant's operations at the
  Property, and the scheduling of any inspections, interviews,
  and/or testing shall take into account the timing and
  availability of access to tenant's premises, subject to and in
  accordance with tenants' rights under the Leases or as tenants
  may otherwise agree.  Purchaser shall at all times conduct such
  due diligence in  compliance with applicable laws and the terms
  of any leases of the Property, and in a manner so as to not cause
  undue damage, loss, cost or expense to Seller, the Property or
  the tenants of the Property, and Purchaser shall promptly restore
  the Property to its condition immediately preceding such
  inspections and examinations and shall keep the Property free and
  clear of any mechanic's liens or materialmen's liens in
  connection with such inspections and investigations.  Seller
  shall have the right, at its option, to cause a representative of
  Seller to be present at all such inspections, reviews and
  examinations.  Purchaser shall keep all information or data
  received or discovered in connection with such due diligence
  strictly confidential.  Purchaser shall indemnify, protect,
  defend and hold Seller harmless from and against any obligation,
  liability, claim (including any claim for damage to property or
  injury to or death of any persons), lien or encumbrance, loss,
  damage, cost or expense, including attorney's fees, in any way
  caused by the inspections or examinations of the Property by
  Purchaser or its agents or contractors.  The foregoing
  indemnification shall survive the Closing or the termination of
  this Agreement.
  
       6.2  Right of Termination.  Notwithstanding anything in this
  Agreement to the contrary, Purchaser shall have the right, for
  any reason in Purchaser's sole and absolute discretion, to
  terminate this Agreement by written notice to Seller on or before
  the expiration of the Inspection Period and Title Company shall
  immediately refund to Purchaser the Escrow Deposit and any
  interest thereon.  In the event the transaction does not close
  for any reason other than a default by Seller, Purchaser shall
  deliver to Seller all materials, studies or documents received
  from third parties or Seller relating to the Assets.
  
                              ARTICLE 7
  
                   REPRESENTATIONS AND WARRANTIES
  
       7.1  Purchaser's Representations and Warranties.  Purchaser
  makes the following representations and warranties, as of the
  date of execution of this Agreement, which shall survive Closing
  and conveyance of the Assets to Purchaser:
  
            (a)  Authority.  Purchaser is a North Carolina
       corporation, duly formed, organized, existing and in good
       standing under the laws of the State of North Carolina;
       Purchaser has full legal right, power and authority to
       execute and fully perform its obligations under this
       Agreement, without the need for any further action under its
       governing instruments; and the persons executing this
       Agreement and the other documents required hereunder are the
       duly designated officers of Purchaser and are authorized to
       do so.
  
            (b)  Inspection.  Purchaser has made, or will make
       prior to expiration of the Inspection Period, an independent
       investigation, to the extent Purchaser deems necessary or
       appropriate, concerning the physical condition, value,
       development, use, marketability, feasibility and suitability
       of the Assets, including, without limitation, land use,
       zoning and other governmental restrictions.
  
            (c)  No Other Seller Representations.  Except as
       expressly set forth herein, Purchaser acknowledges that no
       representations or warranties, express or implied, have been
       made by Seller or Seller's representatives.
  
            (d) "AS IS, WHERE IS".  PURCHASER HEREBY EXPRESSLY
       ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL
       INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED
       NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO
       EVALUATE THE PURCHASE OF THE PROPERTY.  PURCHASER REPRESENTS
       THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND
       OFFICE DEVELOPMENTS AND THAT, EXCEPT AS SET FORTH IN SECTION
       , IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF
       PURCHASER'S CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR
       WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
       PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND
       ENVIRONMENTAL CONDITIONS THEREOF.  PURCHASER FURTHER
       ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE
       PROPERTY ON AN "AS IS, WHERE IS" BASIS WITHOUT
       REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE SET FORTH
       HEREIN AND IN THE DOCUMENTS OF TRANSFER RELATING TO THIS
       TRANSACTION.
  
       7.2  Seller's Representations and Warranties.  Each of the
  parties comprising Seller severally makes the following
  representations and warranties as of the date of execution of
  this Agreement, which shall survive conveyance of the Assets to
  Purchaser:
  
            (a)  Authority.  CEP is a North Carolina limited
       partnership, duly formed, organized, existing and in good
       standing under the laws of the State of North Carolina.  CEP
       has full legal right, power and authority to execute and
       fully perform its obligations under this Agreement, without
       the need for any further action under its governing
       instruments; and the persons executing this Agreement and
       the other documents required hereunder are the duly
       designated officers of CEP and are authorized to do so.
  
            (b)  Authority.  Charlotte Park is a North Carolina
       limited partnership, duly formed, organized, existing and in
       good standing under the laws of the State of North Carolina.
       Charlotte Park has full legal right, power and authority to
       execute and fully perform its obligations under this
       Agreement, without the need for any further action under its
       governing instruments; and the persons executing this
       Agreement and the other documents required hereunder are the
       duly designated officers of Charlotte Park and are
       authorized to do so.
  
            (c)  Marketable Title.  At the Effective Date and as of
       Closing, Seller will own the Personal Property free and
       clear of all liens, claims, encumbrances, and rights of
       others, except the leased or financed equipment disclosed
       pursuant to Exhibit 1.3, and will convey same to Purchaser.
       Seller is not a party to any contract agreement, or
       commitment to sell, convey, assign, transfer or otherwise
       dispose of any portion or portions of the Assets.
  
            (d)  Liabilities.  Except as created by this Agreement
       or disclosed in the Information Schedules or the documents
       referenced therein, there are no contractual obligations or
       to Seller's actual knowledge, any other liabilities of any
       type which might, with notice, passage of time or both, have
       a material adverse effect on the Assets.
  
            (e)  Contracts.  Except as may be delivered to
       Purchaser during the Inspection Period, there are no other
       management, maintenance, service or other contracts relating
       to the Assets.  If Purchaser requests during the Inspection
       Period, any such existing contracts will be terminated at
       Closing, or, in the case of Charlotte Executive Secretarial
       Services as soon thereafter as permitted.
  
            (f)  No Undisclosed Matters.  To Seller's actual
       knowledge, there are no unsatisfied written requests for
       material repairs, restorations or improvements from any
       insurance carrier or governmental authority.  Seller has not
       received any written notice from any insurer of any defects
       or inadequacies in any part of the Assets which would
       adversely affect its insurability, or written notice of any
       claims of any governmental agency to the effect that the
       construction, operation or use of any of the Assets is in
       violation of any applicable law, ordinance, rule, regulation
       or order.
  
            (g)  No Defaults.  Seller is not in default in respect
       of any of its material obligations or liabilities pertaining
       to the Assets (including, but not limited to, such
       obligations and liabilities under the Contracts or Leases).
       To Seller's actual knowledge, no present dispute or fact
       exists which might with notice, passage of time or both,
       give rise to a dispute under any Contracts or Leases.
  
            (h)  Litigation.  There is no litigation of a material
       nature pending or to Seller's actual knowledge, threatened
       against Seller or the Assets which relates to, or if decided
       adversely, could have a material adverse effect upon, the
       Assets (including condemnation or similar proceeding).
  
            (i)  Environmental Matters.  For the purpose of this
       Agreement, the term "Hazardous Materials" shall mean (i)
       each and every substance included within the term "hazardous
       substance" or "hazardous waste" as defined in any one or
       more of the Comprehensive Environmental Response,
       Compensation, and Liability Act of 1980, 42 U.S.C.A. Section
       9601 et seq. (as heretofore amended), the Hazardous
       Materials Transportation Act of 1975, 49 U.S.C.A. Section
       1801 et seq. (as heretofore amended), the Resource
       Conservation and Recovery Act of 1976, 42 U.S.C.A. Section
       6901 et seq. (as heretofore amended) and any other federal,
       state or local environmental laws or regulations now or
       hereafter enacted; (ii) all substances to which the rules
       and regulations promulgated by any Federal or state agency
       pursuant to any one or more of said statutes applies; and
       (iii) any and all petroleum products and petroleum
       derivatives.  Seller represents unto Purchaser that the
       following  matters are true as of the date of execution of
       this Agreement by Seller, and shall survive Closing and not
       merge into any documents delivered at Closing:
  
                 (i)  Seller has no notice or actual knowledge of
            any (i) currently existing violations of federal,
            state, county or municipal environmental laws in
            respect to the Assets, or (ii) past, pending or
            threatened administrative or judicial litigation or
            other legal proceedings including, without limitation,
            any enforcement proceeding under any federal, state,
            county or municipal statute, ordinance, rule or
            regulation concerning Hazardous Materials, relating to
            the Assets, or of any settlement thereof; and
  
                 (ii)  to Seller's actual knowledge, there are no
            underground storage tanks ("USTs") located on or below
            the Land.
  
            (j)  Certification of Rent Roll.  No person has any
       title, interest or right to possession of any portion of the
       Real Property as a lessee, tenant or concessionaire of
       Seller except as shown on the Rent Roll Schedule or
       Contracts Schedule.  Except as disclosed in writing to
       Purchaser, the Rent Roll Schedule lists all Leases,
       amendments and modifications thereof.  Seller is not, and to
       Seller's actual knowledge no tenant is, in default in the
       performance of or under any such Lease in any material
       respect except as otherwise disclosed.  The Rent Roll
       Schedule states all Deposits, prepaid rents and other
       deposits or prepayments for each Lease.  No tenant is
       entitled to any rebate, concession, special allowance or
       other benefits, except as stated in the Leases.  To Seller's
       actual knowledge, no tenant has any counterclaim, defense or
       offset to any action for collection of rents or other
       amounts accruing after the Closing Date under any Lease.
       The rents and other sums due or to become due under each
       Lease have not been and will not be assigned, encumbered or
       subjected to any liens by Seller, except to lenders whose
       liens shall be assigned or released at Closing.  Except as
       disclosed in the Rent Roll Schedule, there has been no
       waiver of Seller's rights under or modification of any Lease
       or other documents executed by tenants in connection with
       the Leases which could have a material adverse affect
       thereon. Seller has paid in full all leasing or similar
       commissions or payment obligations, if any, relating to any
       Lease.
  
            (k)  Operating Statements.  To Seller's actual
       knowledge, the Operating Statements prepared by the
       management agent are true, accurate and complete in all
       material respects and present fairly the results of
       operations for the periods indicated.
  
            (l)  Use of Property.  To Seller's actual knowledge,
       (i) no governmental, public or private authority intends or
       desires to appropriate the use of or limit the use of any of
       the Property pursuant to any condemnation, eminent domain or
       similar proceeding; (ii) no fact or condition exists which
       will result in the termination of the Property's current
       access to and from existing streets and utilities.
  
            (m)  Documentation.  To Seller's actual knowledge, all
       documents which shall be delivered to Purchaser by or on
       behalf of Seller under this Agreement shall be complete in
       all material respects, including, without limitation, the
       Information Schedules.
  
            (n)  FIRPTA.  Seller is not a "foreign person"
       (asdefined in the Internal Revenue Code and Income Tax
       Regulations).  The provisions of the Foreign Investment in
       Real Property Tax Act of 1980, as amended, are not
       applicable to the Transaction.
  
       7.3  Knowledge as a Defense.  Seller shall have no liability
  with respect to a breach of the covenants,  representations and
  warranties of Seller set forth in this Article 7 or elsewhere in
  this Agreement or any documents delivered pursuant hereto to the
  extent that Purchaser proceeds with the closing of the
  transaction contemplated with actual knowledge of such breach or
  such breach was otherwise disclosed in the Information Schedules.
  
       7.4  Certain Limitations.  Notwithstanding anything to the
  contrary in this Agreement and without limitation upon the
  limitations elsewhere in this Agreement but subject to the
  provisions of Section ; under no circumstances, other than any
  acts or omissions of Seller constituting wilful misconduct or
  fraud shall Seller be liable to Purchaser on account of this
  Agreement, any covenant, representation, warranty, or
  indemnification obligation herein, any document executed in
  connection with this Agreement or any transaction or matter
  contemplated hereby, in an aggregate amount in excess of Eight
  Hundred Thousand Dollars ($800,000).  In the event of a breach of
  this Agreement by Seller, Purchaser shall not be entitled to
  recover  damages in excess of such amount.  Provided, however, no
  limitation contained herein shall have any effect or limitation
  on Purchaser's rights or recoveries in the event of acts or
  omissions based upon Seller's willful misconduct or fraud.
  
       Prior to any distribution by Seller of any portion of the
  net proceeds of this Transaction to its partners or otherwise,
  Seller shall place $800,000 in escrow for a period of twelve (12)
  months following Closing as security for any potential
  liabilities or obligations of Seller to Purchaser hereunder.  The
  location and terms of the escrow shall be subject to Purchaser's
  prior approval, which shall not be unreasonably withheld,
  conditioned or delayed.  The foregoing does not apply to any
  distributions by Seller in connection with a like-kind exchange
  as contemplated by Article 10 hereof.
  
       None of Seller's partner's shall individually have any
  personal liability of any kind or nature with respect to this
  Transaction in excess of the net proceeds, if any, that any such
  partner may receive as a result of this Transaction; provided,
  however, this exculpation provision shall have no effect or
  limitation on Purchaser's rights or recoveries in the event of
  acts or omissions based upon any such partner's willful
  misconduct or fraud.
  
       7.5  Knowledge Standard.  As used in this Agreement, "the
  Seller's actual knowledge" or "to Seller's knowledge" or any
  similar phrase, shall mean the actual knowledge of John B.
  Detwiler; provided, however, that nothing in this Agreement shall
  be deemed to create or impose any personal liability of any kind
  on John B. Detwiler.
  
       7.6  Covenants of Seller.  Each of the parties comprising
  Seller severally covenants and agrees with Purchaser as follows:
  
            (a)  Access.  Subject to the terms and conditions of
       Section 6.1, during normal business hours prior to Closing,
       Seller agrees to give to Purchaser and its agents and
       representatives reasonable access to the Assets and the
       books and records directly relating to the ownership,
       management, maintenance and operation of the Assets, and all
       documents directly pertaining to the Assets that are in the
       possession of Seller, or any of Seller's agents or
       representatives.  Prior to Closing, Seller will furnish
       Purchaser with such additional financial and operating data
       and other information reasonably available to Seller as may
       be reasonably necessary for Purchaser to thoroughly evaluate
       the Assets.
            (b)  Additional Audits.  Purchaser shall have, in
       addition to any inspection or audit rights contained
       elsewhere in this Agreement, the right to conduct a full
       audit of the books and records of Seller relating to the
       operations and financial results of the Property, in such
       form and at such time, including up to 270 days after
       Closing, as Purchaser may reasonably determine is necessary
       to comply with applicable securities laws requirements,
       including, without limitation, Regulation  210.3-14
       promulgated under the Securities Exchange Act of 1934, as
       amended.  All costs incurred as a result of a Purchaser's
       undertaking such audit shall be borne exclusively by
       Purchaser;  however, Seller shall make available such books,
       records and materials as may be reasonably requested by
       Purchaser or its accountants in order to conduct such audit.
       All such audit activities shall be conducted at Seller's
       place of business in a commercially reasonable fashion
       during normal business hours and upon five (5) days prior
       notice from Purchaser to Seller.
  
            (c)  No Material Changes.  Prior to Closing, Seller
       shall:  (i) not cancel or permit cancellation of any hazard
       or liability insurance carried with respect to the Assets;
       (ii) remedy all material violations of laws, ordinances,
       orders or requirements relating to the Assets which are not
       caused by Purchaser and of which Seller has received actual
       notice and provide Purchaser with evidence of curing of same
       (provided that Seller shall not be required to expend more
       than $10,000, in the aggregate, with respect to such
       matters); and (iii) operate the Property on a basis
       consistent with historical operations including, without
       limitation, undertaking all reasonably  required ordinary
       maintenance and repair of the Property.  Prior to Closing,
       Seller also will not, without the prior written consent of
       Purchaser, (i) sell, transfer or dispose or become obligated
       to sell, transfer or dispose of any of the Assets, except
       for the use and consumption of inventory, office and other
       supplies and spare parts, and the replacement of worn out,
       obsolete and defective tools, equipment and appliances, in
       the ordinary course of the business, (ii) after the
       expiration of the Inspection Period except as specifically
       permitted by this Agreement, enter into any transaction, or
       make any commitment with respect to the Assets other than in
       the ordinary course of the business, (iii) amend, renew,
       extend, modify or terminate any Contract, Permit or Lease
       except as contemplated by this Agreement or except in the
       ordinary course of business.  Subject to Section (i) below
       regarding Seller's continued leasing obligations, prior to
       Closing, Seller shall operate and maintain the Assets in
       substantially the same manner and condition as Seller has
       operated and maintained the Assets immediately prior to the
       Effective Date.  Seller will perform current or routine
       maintenance and repairs in the ordinary course of business
       of or to the Assets as may be required or reasonably
       appropriate to operate and maintain the Assets other than
       tenant improvements relating to new leases.  Provided,
       however, that Seller shall not be obligated to make a
       capital expenditure in excess of $15,000 and in the event
       Seller elects not to make an expenditure greater than said
       amount, then Purchaser may terminate this Agreement and
       receive a return of the Escrow Deposit and all interest
       thereon.  After expiration of the Inspection Period, Seller
       shall be required to gain Purchaser's written approval of
       any new or modified contract or agreement which will affect
       the operation of the Property.
  
            (d)  Consents.  Seller and Purchaser shall each
       promptly file or submit and diligently prosecute any and all
       applications or notices with federal, state and/or local
       authorities and all other requests with any private persons
       or entities for consents, approvals, authorizations and
       permissions which are reasonably considered necessary or
       appropriate the other party for the consummation of the
       Transaction or to prevent the termination of any Lease,
       Contract or Permit, or any loss or disadvantage to the
       Assets.
  
            (e)  Payments.  Seller will cause to be paid when due
       or shall be responsible for all taxes, license fees, trade
       accounts and costs and expenses of operation and maintenance
       of the Assets incurred through the Closing Date, except
       amounts subject to proration under Section .
  
            (f)  Cooperation.  Seller will reasonably assist and
       cooperate with any environmental evaluation, study or audit
       of the Real Property or the Personal Property prepared by,
       for or at the request of Purchaser.
  
            (g)  Notification of Subsequent Events.  Prior to
       Closing, Seller shall notify Purchaser of any written notice
       received by Seller of any material adverse change in or to
       the Assets including, without limitation, any notice
       relating to any insurance contract or policy now held or
       owned by Seller to cancel or materially increase any
       premiums relating thereto.
  
            (h)  Estoppel Certificates.  Ten days before the
       scheduled Closing Date, Seller shall have delivered
       currently dated (no earlier than twenty-five (25) days prior
       to the scheduled Closing Date) estoppel certificates in
       material conformance with the form attached hereto as
       Exhibit 7.6(1) (except that the failure of tenant(s) to
       agree to the provisions following "from and after the date
       that Parkway acquires title to the Property" shall not
       constitute material non-conformance) from each Tenant
       referenced on the Rent Roll or a Seller's estoppel
       certificate in the form attached hereto as Exhibit 7.6(2)
       for each tenant not providing an estoppel certificate.
       Seller and Purchaser acknowledge that the tenant
       Computerland does not occupy its space and the occupancy
       provision shall be excluded from the form estoppel
       certificate for this tenant.  Seller and Purchaser shall use
       reasonable efforts to obtain a Subordination Non-Disturbance
       Agreement ("SD&A") in the form attached hereto as Exhibit
       7.6(3) from each Tenant occupying 10% or more of the net
       rentable area of the applicable Building.  Seller and
       Purchaser shall use reasonable efforts to negotiate the
       final form of any SD&A with the applicable tenant and lender
       during the Inspection Period.  In the event Seller and
       Purchaser mutually agree to obtain tenant estoppel
       certificates during the Inspection Period, Seller and
       Purchaser shall use reasonable efforts to obtain prior to
       Closing currently dated certificates from each tenant
       stating that no change has occurred since the date of the
       applicable tenant estoppel certificate for such tenant in
       the form attached hereto as Exhibit (4).
  
            (i)  Leasing.  Seller (and/or Seller's agents), in
       consultation with Purchaser, shall continue in good faith to
       advance all leasing activities for the Assets including,
       without limitation, new leases, renewals, extensions,
       expansions or other modifications.  Notwithstanding any
       provision herein to the contrary, Seller shall have no
       obligation to enter into any new, renewal or modification of
       any lease that Purchaser has failed to approve.  Seller
       shall use reasonable efforts to provide to Purchaser a
       representation letter regarding operations and leasing from
       Seller's current property manager in the form attached
       hereto as Exhibit (5).
  
            (j)  CC&R's.  During the Inspection Period, Purchaser
       and Seller shall use reasonable efforts to negotiate and
       finalize for recording in Mecklenburg County, North
       Carolina, the Declaration of Covenants, Conditions and
       Restrictions, (and corresponding Architectural and Site
       Development Guidelines) to be attached as Exhibit (6) hereto
       (the "CC&R's").  The CC&R's shall apply to both the Land,
       Improvements and the adjacent property owned by Seller.
  
       7.7  Conditions to Purchaser's Obligations.  The obligations
  of Purchaser to consummate the transactions contemplated by this
  Agreement are subject to the satisfaction of each of the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser in
  writing at or prior to Closing:
  
            (a)  Satisfaction.  The representations and warranties
       of Seller contained in this Agreement shall have been true
       on the date of this Agreement and on Closing.  Seller shall
       have performed all obligations and complied with all
       covenants required by this Agreement.  Seller shall have
       delivered to Purchaser a certificate, in a form reasonably
       acceptable to Purchaser, dated as of the Closing Date and
       signed by Seller to its knowledge, concerning this Section
       7.7(a).
  
            (b)  Title Defects.  All Title Defects, except
       Permitted Exceptions, shall have been cured by Seller or
       waived in writing by Purchaser.
  
            (c)  No Injunction.  On the Closing Date, there shall
       be no third party injunction, writ, preliminary restraining
       order or any order of any nature issued by a court of
       competent jurisdiction directing that the transactions
       contemplated herein not be consummated as herein provided
       which relates to the acts or omissions of Seller.
  
            (d)  CC&R's.  Purchaser and Seller will have recorded
       in Mecklenburg County, North Carolina, the CC&R's.
  
            (e) Certificates. Purchaser shall have received the
       estoppel certificates (and no change certificates, if
       applicable) and the SD&A's referenced in Section 7.6(h)
       above, from or for each tenant referenced on the Rent Roll.
       Purchaser shall have received the property manager's
       representation letter referenced in Section (i) above.
  
            (f)  No Adverse Change.  No material and adverse change
       shall have occurred without Purchaser's written consent, in
       the state of title matters described in the Title Commitment
       and the Survey.
  
       7.8  Conditions to Seller's Obligations.  The obligations of
  Seller to consummate the transactions contemplated by this
  Agreement are subject to the satisfaction of each of the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Seller in
  writing at or prior to Closing:
  
            (a)  Satisfaction.  The representations and warranties
       of Purchaser contained in this Agreement shall have been
       true on the date of this Agreement and on Closing.
       Purchaser shall have performed all obligations and complied
       with all covenants required by this Agreement.  Purchaser
       shall have delivered to Seller a certificate, in a form
       reasonably acceptable to Seller, dated as of the Closing
       Date and signed by Purchaser to its knowledge, concerning
       this Section 7.8(a).
  
            (b)  No Injunction.  On the Closing Date, there shall
       be no third party injunction, writ, preliminary restraining
       order or any order of any nature issued by a court of
       competent jurisdiction directing that the transactions
       contemplated herein not be consummated as herein provided
       which relates to acts or omissions of Purchaser.
  
            (c)  CC&R's.  Purchaser and Seller will have recorded
       in Mecklenburg County, North Carolina, the CC&R's.
  
       7.9  Closing Documents.  At Closing, Seller shall deliver to
  Purchaser the following documents, all properly executed by
  Seller and delivered to Purchaser and/or executed by Purchaser
  and delivered to Seller shall be in a form reasonably acceptable
  to Purchaser and Seller and include, but are not limited to:
  
            (a)  Special Warranty Deed.  A Special Warranty Deed in
       form attached hereto.
  
            (b)  Bill of Sale.  A Bill of Sale and Assignment in
       form attached hereto.
  
            (c)  Assignment.  An Assignment of Leases, Contracts
       and Intangibles in form attached hereto.  Such Assignment of
       Leases, Contracts and Intangibles shall be joined in by
       Purchaser for the purpose of assuming all obligations under
       any assigned item arising from and after the Closing Date.
  
            (d) Documents.  Executed original copies, or copies
       certified as correct by Seller, if originals are not
       available, of (i) all Leases in force on the Closing Date
       covering portions of the Real Property and all other
       documents referred to in the Rent Roll Schedule, (ii) all
       Contracts and Permits of which Seller is aware transferred
       and assigned to Purchaser, (iii) all "as built" plans,
       specifications, surveys or other documents relating or
       pertaining to the Assets in the possession of Seller
       (collectively "Plans"), including, but not limited to, all
       records relating to repair, renovation and maintenance of
       the Improvements; (iv) all notices to tenants relating to
       this Transaction and the receipt of security deposits as
       necessary or appropriate under applicable law; and (v) all
       other documents referred to in the schedules.
  
            (e)  Rent Roll.  A current and updated Rent Roll
       Schedule.
  
            (f)  FIRPTA.  Affidavit from Seller that Seller is not
       a foreign person as defined in the Foreign Investment in
       Real Property Tax Act of 1980, as amended, in the form
       attached hereto.
  
            (g)  Keys.  All keys and master keys in Seller's
       possession or control  to all locks located on the Real
       Property properly tagged for identification as well as cards
       keys and cards for the security systems, if any.
  
            (h)  Telephone and Mail.  Such documents as may be
       reasonably requested by Purchaser and required by (i) the
       local telephone company to assign to Purchaser all of
       Seller's rights and interest in each telephone number or
       phone line used by Seller exclusively for the operation of
       the Assets, and (ii) the U.S. Postal Service to assign to
       Purchaser all of Seller's rights and interest in each post
       office box and drawer exclusively for the operation of the
       Assets.
  
            (i)  Miscellaneous.  Such other documents as may be
       required under other provisions of this Agreement or as may
       reasonably be required by Purchaser to consummate the
       Transaction, so long as such document does not increase
       either party's liability or obligations hereunder,
       including, but not limited to, (i) a Closing Statement and
       (ii) a Quitclaim Deed with the legal description contained
       in Exhibit 1.2(a) and/or the Survey, if the legal
       description of the Land contained in the Survey differs from
       the legal description contained in Exhibit 1.2(a).
  
                              ARTICLE 8
  
                        DEFAULTS AND REMEDIES
  
       8.1  Damages Against Purchaser.  If Purchaser defaults under
  any provision of this Agreement and Closing does not occur, then
  Seller shall be released from all obligations in law or equity to
  convey the Property to Purchaser.  Purchaser and Seller agree
  that as Seller's sole remedy for a default hereunder, by written
  notice to Purchaser and Title Company, Seller shall be entitled
  to terminate this Agreement and be entitled to receive the Escrow
  Deposit plus accrued interest thereon as liquidated damages.
  Purchaser and Seller acknowledge and agree that actual damages
  will be extremely difficult and impractical to ascertain.
  Therefore, the sum represented by the Escrow Deposit plus any
  accrued interest thereon shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Seller's damages
  and shall constitute Seller's sole and exclusive remedy in the
  event this transaction fails to close as a result of Purchaser's
  default.  Notwithstanding the foregoing, Purchaser's liability
  under the last sentence of Section 6.1 hereof and the last
  sentence of Section 10.1 hereof shall remain in full force and
  effect.
  
       Initialed by:
  
       ________________                   ________________
       Seller                             Purchaser
  
       8.2  Damages against Seller.  In the event that Seller fails
  to perform all of Seller's obligations under this Agreement and
  Purchaser performs all of its obligations or tenders performance,
  including the obligation to consummate the Transaction, then
  Purchaser may make written demand to Seller for performance of
  this Agreement.  If Seller fails to comply with Purchaser's
  written demand within 30 days after receipt of such written
  demand for performance, Purchaser shall have the exclusive right
  to (i) waive such default, (ii) seek specific performance of
  Seller's obligations under this Agreement, or (iii) terminate
  this Agreement and promptly receive a full refund of the Escrow
  Deposit and all interest thereon and payment by Seller of an
  amount not to exceed $25,000 in order to reimburse Purchaser's
  reasonable out of pocket expenses associated with this
  transaction, but without further liability on Purchaser's part.
  Seller agrees that the Assets are unique and that damages for
  failure by Seller to consummate the Transaction will be
  impracticable and extremely difficult to determine.  Therefore,
  in the event that Seller fails or refuses to consummate the
  Transaction and Purchaser seeks specific performance, Seller
  specifically agrees that the remedies of specific performance are
  appropriate remedies for Purchaser, and Seller waives and agrees
  not to assert any claim or defense that specific performance is
  not an appropriate remedy for Purchaser.  The parties acknowledge
  and agree that the provisions of this Section  shall be
  Purchaser's sole remedy for breaches by Seller discovered or
  known to Purchaser prior to Closing and that the provisions of
  Section  apply to breaches by Seller discovered post-Closing even
  if such relates to acts or omissions which actually occurred
  prior to Closing.
  
       Initialed by:
  
       ________________                   ________________
       Seller                             Purchaser
  
  
                              ARTICLE 9
  
                            RISK OF LOSS
  
       9.1  Risk of Loss.  Prior to Closing, Seller shall have full
  risk of loss or damage with respect to the Assets.  Upon Closing,
  full risk of loss or damage with respect to the Assets shall pass
  to Purchaser.  For purposes of this Article 9, "loss or damage"
  shall mean the following:  (i) any loss, damage, destruction or
  injury by fire, storm, accident, flood or other casualty or
  hazard to the Assets; and (ii) any condemnation, eminent domain
  or other similar proceeding.
  
       9.2  Minor Damage.  In the event of loss or damage to the
  Real Property or any portion thereof (the "premises in question")
  which is not "major" as hereinafter defined), this Agreement
  shall remain in full and effect provided Seller performs any
  necessary repairs or, at Seller's option, reduces the cash
  portion of the Purchase Price in an amount equal to the cost of
  such repairs, Seller thereby retaining all of the Seller's right,
  title and interest to any claims and proceeds Seller may have
  with respect to any casualty insurance policies or condemnation
  awards relating to the premises in question.  In the event Seller
  elects to perform repairs upon the Real Property, Seller shall
  use reasonable efforts to complete such repairs promptly and if
  necessary, the date of Closing shall be extended a reasonable
  time in order to allow for the completion of such repairs;
  provided, however, Closing may not be extended for a period of
  more than thirty (30) days without the prior consent of
  Purchaser.
  
       9.3  Major Damage.  In the event of a "major" loss or
  damage, Purchaser may either (i) terminate this Agreement and
  immediately receive a refund of the Escrow Deposit and all
  interest thereon, or (ii) it may proceed with this transaction
  and receive Seller's insurance proceeds, if any, for such damage,
  plus payment from Seller of the amount of the applicable
  insurance deductible relating thereto.  In such event, Seller
  shall execute all documents reasonably requested by Purchaser to
  assign Seller's rights and interest to such insurance proceeds.
  
       9.4  Definition of Major Loss or Damage.  For purposes of
  Sections  and , "major" loss or damage refers to the following:
  (i) loss or damage to the Assets or any portion thereof such that
  the cost of repairing or restoring the premises in question to a
  condition substantially identical to that of the premises in
  question prior to the event of damage or loss would be, in the
  certified opinion of a mutually acceptable architect, equal to or
  greater than Fifty Thousand Dollars ($50,000), and (ii) any loss
  or damage due to a condemnation which permanently or materially
  impairs the current use of the Assets.
  
  
                             ARTICLE  10
  
                         LIKE-KIND EXCHANGE
  
       10.1  Exchange Right.  Seller wishes to effect an exchange
  of the Property for other, like kind property (the "Exchange"),
  and Purchaser is willing to contract to acquire such like kind
  property and to exchange such property with Seller as
  consideration for Seller's conveyance of the Property to
  Purchaser, subject to and upon the terms and conditions set forth
  below.  Seller shall have the right, exercisable by delivering
  notice to Purchaser before the Closing, to (a) designate a
  property or properties that Seller wishes to have Purchaser
  (acting on its own behalf and not as Seller's agent) agree to
  acquire for exchange with Seller for the Property (such property
  or properties, the "Exchange Property") and(b) direct Purchaser
  to execute and deliver the contract covering the Exchange
  Property (the "Exchange Property Acquisition Agreement"), if any.
  Purchaser shall have no obligation to locate any Exchange
  Property or to find or negotiate with any seller of any potential
  Exchange Property, nor shall Purchaser be under any obligation to
  enter into any Exchange Property Acquisition Agreement unless it
  provides in substance that Purchaser's liability to the seller of
  any Exchange Property for any breach of or default under the
  Exchange Property Acquisition Agreement is without recourse of
  any type to Purchaser or is limited to liquidated damages in the
  amount of the deposit or down payment prescribed by the Exchange
  Property Acquisition Agreement.
  
       10.2  Seller shall cause to be advanced to Purchaser the
  amount of any deposit or down payment that may be required to be
  made by Purchaser under the Exchange Property Acquisition
  Agreement together with all title transfer fees and closing
  costs, recording fees, documentary stamps, mortgage recording
  taxes, real estate transfer, gains, and other transactional
  taxes, title insurance and survey premiums and costs, and
  brokerage fees or commissions.
  
       10.3  Upon Seller's request, Purchaser shall instruct the
  seller of the Exchange Property to convey title to the Exchange
  Property directly to Seller.  If Seller shall not make that
  request, as a condition precedent to Purchaser's obligations to
  close the acquisition of title to the Exchange Property under the
  Exchange Property Acquisition Agreement, Seller shall have
  conveyed prior thereto, or concurrently therewith shall convey,
  title to the Property to Purchaser in accordance with this
  Agreement.  Notwithstanding anything to the contrary contained in
  this Article , Purchaser shall have no obligation to take title
  directly to the Exchange Property and if Purchaser declines to
  accept such title Purchaser shall so indicate to Seller and
  Seller shall have the option of taking title directly to the
  Exchange Property from the seller thereof.
  
       10.4  If Seller shall not request Purchaser to cause title
  to the Exchange Property to be conveyed by the seller of the
  Exchange Property directly to Seller, then, upon the acquisition
  of title to the Exchange Property by Purchaser, Purchaser shall
  convey the Exchange Property, subject and pursuant to the terms
  and conditions of the Exchange Property Acquisition Agreement, to
  Seller, in exchange for the concurrent or prior conveyance by
  Seller to Purchaser of the Property, subject and pursuant to the
  terms of this Agreement.  In connection with such exchange,
  Seller shall accept title to the Exchange Property subject to all
  of the conditions specified in the Exchange Property Acquisition
  Agreement and shall comply with all of the obligations on the
  part of Purchaser to be performed under the Exchange Property
  Acquisition Agreement.  The failure of the seller of the Exchange
  Property to enter into the Exchange Property Acquisition
  Agreement or any other document, or any default by the seller of
  the Exchange Property or any failure of title to close under the
  Exchange Property Acquisition Agreement (other than by reason of
  Purchaser's default), shall not relieve Purchaser or Seller of
  their respective obligations to purchase and sell the Property
  under this Agreement.
  
       10.5  If before the Closing, Seller shall not designate an
  Exchange Property and submit to Purchaser an Exchange Property
  Acquisition Agreement, if any, in accordance with the terms of
  this Section, then Purchaser and Seller shall close the sale and
  purchase of the property under this Agreement, without regard to
  this Section, provided, however, Seller shall have the right at
  its option to cause Purchaser, at the Closing and concurrently
  with the conveyance of the Property to Purchaser, to deposit the
  entire Purchase Price for the Property, in the amount required
  under Section  of this Agreement, at the Closing with Escrow
  Agent, who is designated by Seller but acting on behalf of
  Purchaser for the purpose of purchasing with such funds, in
  accordance with a separate escrow agreement (the "Escrow
  Agreement") to be entered into by Seller, Purchaser, and Escrow
  Agent and in accordance with Seller's time schedule for an
  Exchange Property.  The Escrow Agreement shall provide that
  Seller will have no right to receive, pledge, borrow, or
  otherwise obtain the benefits of any funds held in escrow by
  Escrow Agent.  If, however, Seller shall not cause an Exchange
  Property to be designated under the Escrow Agreement within 45
  days following the Closing or if Seller shall, after causing an
  Exchange Property to be designated within the said 45-day period,
  fail for any reason to take title thereto on or before the
  earlier of (i) 180 days following the Closing or (ii) the due
  date (as extended) of Seller's tax return for the year in which
  the Closing occurred, then the Escrow Agreement shall require
  Escrow Agent to deliver the funds held in escrow, and any
  interest thereon, to Seller.
  
       10.6  Purchaser and Seller acknowledge that any actions to
  be taken by Seller in accordance with this Section in connection
  with the Exchange Property Acquisition Agreement and the
  conveyancing of the Exchange Property, if taken, shall be taken
  by Seller as Purchaser's agent and on Purchaser's behalf.  The
  acquisition of the Exchange Property under the Exchange Property
  Acquisition Agreement shall be for the sole account of Purchaser
  and not as agent for Seller.
  
       10.7  Subject to the provisions of this Section, Purchaser
  shall cooperate fully with Seller to effect the contemplated
  exchange including, without limitation, executing such documents,
  instruments and certificates to facilitate the purchase, mortgage
  and/or transfer to Seller of title to the Exchange Property as
  may be required of Purchaser relative thereto provided the same
  are without recourse too Purchaser personally (or liability is
  limited to the down payment of deposit under the Exchange
  Property Acquisition Agreement), and otherwise comply with the
  requirements of this Section.  If Purchaser receives any notice
  under or relating to the Exchange Property Acquisition Agreement,
  it shall immediately notify Seller and provide Seller with a copy
  of same.  Unless directed to do so in writing by Seller,
  Purchaser shall not modify, amend, extend, cancel or give any
  notice or take any other action under the Exchange Property
  Acquisition Agreement.  If Seller directs Purchaser in writing to
  cancel, modify, amend or extend the Exchange Property Acquisition
  Agreement, or to give any notice or take any other action under
  the Exchange Property Acquisition Agreement, Purchaser shall take
  such actions as may be necessary to comply with such direction so
  long as Purchaser's potential liability is not increased by any
  such actions.
  
       10.8 Purchaser shall acquire the Exchange Property only upon
  such terms, and with such financing, as shall be acceptable to
  Seller, and as are otherwise in accordance with this Article 10.
  Purchaser shall not transfer, assign, mortgage or otherwise
  encumber the Exchange Property without Seller's prior consent.
  
       10.9  The provisions of this Article  shall survive the
  Closing and the closing under the Exchange Property Acquisition
  Agreement, or the termination of this Agreement prior to the
  Closing or the closing under the Exchange Property Acquisition
  Agreement.
  
       10.10  Seller acknowledges and confirms that Purchaser shall
  be under no duty or obligation to Seller to take any action
  whatsoever under any Exchange Property Acquisition Agreement in
  connection with the acquisition of any Exchange Property except
  pursuant to explicit written direction from Seller or Seller's
  counsel and any such instructions shall not require that
  Purchaser take any action which would impose any liability upon
  Purchaser or require Purchaser to take title to the Exchange
  Property and any such action required to be taken must only be
  taken within a reasonable time after receiving such instruction.
  In addition, Seller indemnifies and agrees to defend and hold
  Purchaser harmless from and against all loss, cost, damage or
  claim (including reasonable attorneys' fees, court costs and
  costs of investigation) arising out of or resulting from
  Purchaser's participating in the Exchange described in this
  Article , including without limitation, arising from Purchaser's
  negligence, breach or violation of this Agreement other than
  through Purchaser's wilful misconduct or gross negligence.
  
                             ARTICLE 11
  
                         GENERAL PROVISIONS
  
       11.1  Brokerage Commission.  Seller shall pay any and all
  brokerage commissions due to Stover Properties, Inc. and Real
  Estate Management Corporation pursuant to a separate written
  agreement.  If the purchase and sale hereunder does not close for
  any reason, including default by either Seller or Purchaser, then
  no commission shall be due by any party hereto.  Except as set
  forth in the preceding sentence, Seller and Purchaser represent
  to each other that they have acted directly and independently
  with the other as principals and that neither Seller nor
  Purchaser have retained or authorized the services of any broker
  or finder with respect to this transaction.  Seller agrees to
  indemnify and hold Purchaser harmless from and against all
  claims, liabilities, and obligations for any commission, finder's
  fee, or other compensation in connection with this Agreement
  claimed by or through Seller.  Purchaser agrees to indemnify and
  hold Seller harmless from and against all claims, liabilities,
  and obligations for any commission, finder's fee, or other
  compensation in connection with this Agreement claimed by or
  through Purchaser.
  
       11.2  Confidentiality.  Unless Seller otherwise agrees in
  writing, Purchaser agrees that all confidential proprietary
  information regarding the Property of whatsoever nature made
  available to it by Seller or Seller's agents or representatives
  or developed by Purchaser ("Confidential Information"), is
  confidential and shall not be disclosed to any other person
  except those assisting Purchaser with this transaction, or
  Purchaser's lender, if any.  The provisions of the foregoing
  sentence shall not apply to any information which is otherwise
  available to the public or which has been obtained from sources
  that are not subject to a similar confidentiality restriction or
  to disclosures as required by law.  Further, Purchaser agrees not
  to use any Confidential Information for any purpose other than to
  determine whether to proceed with the transaction contemplated by
  this Agreement.  Upon Closing, all such Confidential Information
  shall be the sole and exclusive property of Purchaser and not
  subject in any manner to this confidentiality restriction.
  Provided, however, in the event the transaction contemplated by
  this Agreement does not close for any reason other than a breach
  by Seller, the provisions of this Section  shall survive the
  termination of this Agreement.
  
       11.3   Entire Agreement.  This Agreement, together with all
  exhibits or schedules either attached or delivered pursuant
  hereto and other agreements expressly referred to herein,
  constitutes the entire agreement between the parties with respect
  to the purchase and sale of the Assets.  All prior to or
  contemporaneous agreements, understandings, representations,
  warranties and statements, oral or written, are superseded.
  
       11.4   Further Assurances.  The parties agree to take such
  further action and execute such documents and instruments as may
  be reasonably required in order to more effectively carry out the
  terms of this Agreement and the intentions of the parties.
  
       11.5   Modification, Waiver.  Except as expressly
  contemplated herein, no modification, waiver, supplement or
  discharge of this Agreement shall be valid unless the same is in
  writing and signed by the party against whom the enforcement
  thereof is or may be sought.  No waiver of a breach of any of the
  terms, covenants or conditions of this Agreement by either party
  shall be construed or held to be a waiver of any succeeding or
  preceding breach of the same or any other term, covenant or
  condition herein contained.  No waiver of any default by either
  party hereunder shall be implied from any omissions by either
  party to take any action on account of such default if such
  default persists or is repeated, and no express waiver shall
  affect a default other than as specified in such waiver.
  
       11.6   Severability.  If any term, provision, covenant or
  condition of this Agreement is held to be invalid, void or
  otherwise unenforceable to any extent by any court of competent
  jurisdiction, the remainder of this Agreement shall not be
  affected thereby, and each term, provision, covenant or condition
  of this Agreement shall be valid and enforceable to the fullest
  extent permitted by law.
  
       11.7  Successors.  Subject to the restriction on assignment
  provided herein, all terms of this Agreement shall be binding
  upon, inure to the benefit of, and be enforceable by the parties
  hereto and their respective heirs, legal representatives,
  successors and assigns.
  
       11.8  Assignment.  Purchaser may assign its rights under
  this Agreement to a wholly owned subsidiary of Parkway
  Properties, Inc. or to a limited partnership controlled by either
  Purchaser or its wholly owned subsidiary without Seller's
  consent; provided, however, no such assignment shall relieve
  Purchaser of its obligations hereunder and the assignee must sign
  an assumption agreement in form reasonably acceptable to Seller.
  Except as contemplated by the preceding sentence, Seller and
  Purchaser shall not assign their respective rights, obligations
  or interest under this Agreement without the prior written
  consent of the other.
  
       11.9  Survival of Representations and Warranties.  All
  obligations hereunder to be performed after Closing, and all
  warranties and representations contained herein, shall survive
  Closing and the delivery of the Special Warranty Deed to
  Purchaser for a period of only twelve (12) months after the
  Closing, at which time such warranties, representations and
  covenants shall terminate.  Provided, however, the terms of this
  Section  shall not be deemed to extend the specific period for
  performance of any obligations to be performed hereunder
  subsequent to Closing.  Any cause of action resulting from a
  breach thereof must be commenced within fifteen (15) months after
  the Closing, so long as notice of such breach was delivered
  during the twelve (12) month period after the Closing.
  
       11.10  Attorneys' Fees.  If either party commences legal
  proceedings for any relief against the other party arising out of
  this Agreement, the losing party shall pay the prevailing party's
  reasonable attorneys' fees.
  
       11.11  Time.  Time is of the essence with respect to this
  Agreement.
  
       11.12  No Other Inducement.  The making, execution and
  delivery of this Agreement by the parties hereto has been induced
  by no representations, statements, warranties or agreements other
  than those expressed herein.
  
       11.13  Computation of Time Periods.  All periods of the time
  referred to in this Agreement shall include all Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies business days, provided that if the date or last date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
       11.14  Notices.  Any notice, request, instruction or other
  document to be given or furnished under this Agreement by either
  party to the other party or to the Title Company shall be in
  writing and shall be delivered personally or shall be sent by
  facsimile transmission (with a copy sent by regular U. S. mail)
  or registered or certified mail, postage prepaid, or by prepaid
  overnight delivery service, at the address or telecopy number in
  this Section   or to such other address, telecopy number of
  person as either party may designate by written notice to the
  other party.  A notice, request, instruction or other documents
  shall be deemed to be given (a) when delivered personally, (b)
  sent by facsimile transmission (with a copy sent by regular U. S.
  mail), or (c) if sent by certified mail or overnight delivery
  service, at the time the delivery is indicated on the duly
  completed United States Postal Service return receipt or the time
  of package pick up as indicated on the records of or certificates
  provided by the overnight delivery service.
  
  
            Seller:        Charlotte Park Limited Partnership
                           Attention: John B. Detwiler
  
  Office Address:          c/o Stonebridge Associates, Inc.
                           4800 Montgomery Lane
                           Suite 875
                           Bethesda, MD  20817
  
  Telephone Number:        (301) 913-9610
  Telecopy Number:         (301) 913-9615
       and:                CEP, Limited Partnership
                           Attention: John B. Detwiler
  
  Office Address:          c/o Stonebridge Associates, Inc.
                           4800 Montgomery Lane
                           Suite 875
                           Bethesda, MD  20817
  
  Telephone Number:        (301) 913-9610
  
  Telecopy Number:         (301) 913-9615
  
  with a copy to:          Pircher, Nichols & Meeks
                           1999 Avenue of the Stars
                           Suite 2600
                           Los Angeles, CA  90067
  
                           Attn:  Real Estate Notices (DLP; SAC)
  
  Telephone Number:        (310) 201-8973
  
  Telecopy Number:         (310) 201-8922
  
  Purchaser:               Parkway Carolina, Inc.
                           Attention:  David R. Fowler
  
  Office Address:          188 East Capitol Street, Suite 300
                           Jackson, Mississippi 39201
  
  Mailing Address:         Post Office Box 22728
                           Jackson, Mississippi 39225
  
  Telephone Number:        (601) 948-4091
  
  Telecopy Number          (601) 949-4077
  
  
  with a copy to:          Forman, Perry, Watkins & Krutz, PLLC
                           Attention:  Steven M. Hendrix
  
  Office Address:          188 East Capitol Street
                           Suite 1200 One Jackson Place
                           Jackson, Mississippi  39201
  
  Telephone Number:        (601) 960-8600
  
  Telecopy Number:         (601) 960-8609
  
       11.15  Headings.  The captions and paragraph headings used
  in this Agreement are inserted for convenience of reference only
  and are not intended to define, limit or affect the
  interpretation or construction of any term or provision hereof.
  
       11.16  Exhibits.  All schedules or exhibits referred to
  herein or attached hereto are incorporated herein by this
  reference.
  
       11.17  Counterparts.  This Agreement may be executed in
  multiple copies, each of which shall be deemed an original, but
  all of which shall constitute one Agreement binding on all
  parties.
  
       11.18  Governing Law.  This Agreement shall be governed,
  construed and enforced in accordance with the laws of the State
  of North Carolina.
  
       11.19  Effective Date.  The date of delivery to Title
  Company of a fully executed counterpart of this Agreement, as
  evidenced by Title Company's notation in the space set forth
  below, shall be deemed the effective date of this Agreement (the
  "Effective Date").
  
       11.20   Notwithstanding anything to the contrary contained
  herein, Purchaser understands that CEP only has an interest in
  the CEP Property and Charlotte Park only has an interest in the
  Charlotte Park Property and (a) CEP is severally liable to
  Purchaser only to the extent that representations, warranties and
  covenants of Seller contained herein relate to the CEP Property
  (and is not liable to the extent that any such representations,
  warranties and covenants relate to the Charlotte Park Property),
  and (b) Charlotte Park is severally liable to Purchaser only to
  the extent that representations, warranties and covenants of
  Seller contained herein relate to the Charlotte Park Property
  (and is not liable to the extent that any such representations,
  warranties and covenants relate to the CEP Property).
       IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                                SELLER:
  
                                CHARLOTTE PARK LIMITED PARTNERSHIP,
                                a North Carolina limited
  partnership
  
  Executed by Charlotte
  Park this ___                      By:  KSSA-CEP ASSOCIATES II,
  day of November, 1996.                  a Pennsylvania General
  Partnership,
                                     its General Partner
  
  
  
  By:______________________________
  
  Name:____________________________
  
  Title:_____________________________
  
                                By:  LIVE OAK PROPERTIES, INC.
                                     a Delaware Corporation,
                                     its General Partner
  
  
  
  By:________________________________
  
  Name:_____________________________
  
  Title:______________________________
  
  
                                CEP INVESTORS LIMITED PARTNERSHIP
                                a North Carolina Limited
  Partnership
  
  Executed by CEP this ___           By:  SPAULDING & SLYE
  PROPERTIES
  day of November, 1996.                  LIMITED PARTNERSHIP, a
                                     Massachusetts Limited
  Partnership
                                     its General Partner
  
                                     By:  SPAULDING & SLYE
  PROPERTIES
                                          INC., a Delaware
  corporation, its
                                          General Partner
  
  
  By:_____________________________
  
  Name:__________________________
  
  Title:___________________________
                                By:  KSSA-CEP ASSOCIATES II,
                                     a Pennsylvania General
  Partnership,
                                     its General Partner
  
  
  
  By:______________________________
  
  Name:____________________________
  
  Title:_____________________________
  
                                By:  LIVE OAK PROPERTIES, INC.
                                     a Delaware Corporation,
                                     its General Partner
  
  
  
  By:________________________________
  
  Name:_____________________________
  
  Title:______________________________
  
  
  
                                PURCHASER:
  
                                PARKWAY CAROLINA, INC.
  
  
  
                           Executed by Purchaser this ___
                                By:
                                __________________________________
                           day of November, 1996.
                                Steven G. Rogers, President
  
  
                                By:
                                __________________________________
                                       David R. Fowler, Vice
                                President
  
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
  
       Title Company hereby agrees to perform its obligations under
  this Agreement and acknowledge receipt of (a) the Escrow Deposit
  from Purchaser in the amount of ONE HUNDRED THOUSAND AND NO/100
  DOLLARS ($100,000.00) on the _____ day of ______________, 1996
  and (b) a fully executed counterpart of this Agreement on the
  _____ day of _____________, 1996.
  
  
                                ___________________________________
                                ____, as Agent for First American
                                Title Insurance Company
  
  
  
                                By:
                                __________________________________
                                       Name:
                                ____________________________
                                       Title:
                                _____________________________
  
                          LIST OF EXHIBITS
  
  
  Exhibit (a)    Legal Description
  
  Exhibit        Personal Property
  
  Exhibit (a)    Survey Certification
  
  Exhibit (1)    Form of Tenant Estoppel Certificate
  
  Exhibit (2)    Form of Seller Estoppel Certificate
  
  Exhibit (3)    Form of Combined Tenant Estoppel and
                 Subordination, Nondisburbance and Attornment
                 Agreement
  
  Exhibit (4)    Certificate of Tenant
  
  Exhibit (5)    From of Certificate of Property Manager Regarding
                 Property Operations
  
  Exhibit (6)    Declaration of Covenants, Conditions and
                 Restrictions
  
  Exhibit        Certificate of Seller
  
  Exhibit        Certificate of Purchaser
  
  Exhibit (a)    Form of Special Warranty Deed
  
  Exhibit (b)    Form of Bill of Sale and Assignment
  
  Exhibit (c)    Form of Assignment and Assumption of Leases,
                 Contracts and Intangibles
  
  Exhibit (f)    Form of Firpta Affidavit
  
  
  
  
  
  
  
  
  
  
  _______________________________
  1
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 218598}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY PROPERTIES INC", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11533", "film-number": "97504386"}, "business-address": {"street1": "300 ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 300", "city": "JACKSON", "state": "MS", "zip": "39225-2728", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):   Jan. 7, 1997
                                                    ---------------
  
                      PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  ------------------------------------------------------------------
  (Address of principal executive offices)               (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  ------------------------------------------------------------------
   (Former name or former address, if changed since last report)
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 2.   Acquisition or Disposition of Assets.
  
          (1) Completed Acquisition.  On  January 7, 1997, Parkway
  Properties LP, a Limited Partnership, in which Parkway
  Properties, Inc. is a 99% limited partner and a wholly-owned
  subsidiary is a 1% general partner, purchased Forum II & III in
  Memphis, Tennessee from a major insurance company.  Forum II &
  III are four-story and five-story Class A office buildings with
  approximately 177,000 square feet of rentable area situated in a
  five-building office park in the East Memphis Suburban Submarket.
  The buildings are currently 92% leased to 20 tenants with two
  tenants occupying approximately 50% of the building under leases
  expiring December 2000 and September 2003.  The purchase price of
  $16,425,000 was funded with existing cash reserves and borrowings
  of $7,440,000 on a line of credit with Deposit Guaranty National
  Bank, Jackson, Mississippi, at a rate equal to the 90-day LIBOR
  rate plus 2.35%, currently 8.0062%.
  
          (2) Proposed Acquisition.  Parkway Properties, Inc. has a
  contract to purchase Charlotte Park Executive Center for
  $14,800,000.  Charlotte Park Executive Center is a three-building
  portfolio located in Charlotte, North Carolina with approximately
  187,000 square feet of rentable area.  Charlotte Park Executive
  Center was 90% leased at December 31, 1996 with two tenants
  occupying approximately 73% of the rentable area with leases
  expiring January 1999 and November 1999.  This acquisition is
  still subject to Parkway's due dilegence review and the
  negotiation of definitive documentation.  Therefore, there can be
  no assurance that the purchase of this office property will be
  completed.
  
  Item 5.   Other Events.
  
             (1) Completed Acquisition.  On  March 7, 1996, Parkway
  Texas, Inc. a wholly-owned subsidiary of Parkway Properties, Inc.
  ("Parkway")  purchased the One Park 10 Plaza Office  Building  in
  Houston, Texas from a major insurance company.  One Park 10 Plaza
  is  an  eight  story  office building with approximately  161,000
  square  feet of rentable area and 609 parking spaces  located  in
  the Katy Freeway/Energy Corridor office submarket of Houston. The
  $6,700,000 purchase price was funded with existing cash reserves.
                                  
            (2) Proposed Acquisition.  Parkway Properties, Inc. has
  a  contract to purchase Ashford II & IV for $4,400,000.   Ashford
  II  &  IV  are two-story office buildings located in west Houston
  with  approximately  116,000 square feet  of  rentable  area  and
  additional  above  ground  and underground  parking  and  storage
  areas.  As of December 31, 1996, Ashford II & IV were 91% leased.
  This  acquisition  is  still subject to Parkway's  due  dilegence
  review   and   the   negotiation  of  definitive   documentation.
  Therefore,  there can be no assurance that the purchase  of  this
  office property will be completed.
  
  Item 7.   Financial Statements and Exhibits.
  
                 (a)  Financial Statements
  
                       The  following  audited  combined  financial
            statement of Forum II & III for the twelve months ended
            December 31, 1995 is attached hereto.  Also included is
            the unaudited combined financial statement for the nine
            months ended September 30, 1996.
  
                                                               Page
                                                               ----
  Report of Independent Auditors                                  6
  Combined Statement of Rental Revenue and
       Direct Operating Expenses                                  7
  Notes to Combined Statement of Rental Revenue
       and Direct Operating Expenses                              8
  
                The  following audited combined financial statement
            of  Charlotte  Park  Executive Center  for  the  twelve
            months ended December 31, 1995 is attached hereto. Also
            included  is the unaudited combined financial statement
            for the nine months ended September 30, 1996.
  
                                                               Page
                                                               ----
  Report of Independent Auditors                                 10
  Combined Statement of Rental Revenue and
      Direct Operating Expenses                                  11
  Notes to Combined Statement of Rental Revenue
      and Direct Operating Expenses                              12
  
                The  following audited financial statement  of  One
            Park 10 Plaza for the twelve months ended December  31,
            1995 is attached hereto. Also included is the unaudited
            financial statement for the nine months ended September
            30, 1996.
  
                                                               Page
                                                               ----
  Report of Independent Auditors                                 14
  Statement of Rental Revenue and
      Direct Operating Expenses                                  15
  Notes to Statement of Rental Revenue
      and Direct Operating Expenses                              16
  
                 (b)  Pro Forma Consolidated Financial Statements
  
                         The    following   unaudited   Pro   Forma
            Consolidated Financial Statements are attached hereto.
  
                      PARKWAY PROPERTIES, INC.
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)        18
  Pro Forma Consolidated Balance Sheet (Unaudited) -
       As of September 30, 1996                                  20
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Twelve Months Ended December 31, 1995             22
  Pro Forma Consolidated Statement of Income (Unaudited) -
       For the Nine Months Ended September 30, 1996              23
  Notes to Pro Forma Consolidated Financial
       Statements (Unaudited)                                    24
  
             (c) Exhibits.
  
                   (10)(a)    Agreement  of  Sale  among  Tennessee
       Forum,  Inc. and Parkway Properties, Inc. dated December  4,
       1996.  Parkway  agrees  to  furnish  supplementally  to  the
       Securities and Exchange Commission on request a copy of  any
       omitted schedule or exhibit to this agreement.
  
                (10)(b) Purchase and Sale Agreement among Charlotte
       Park  Limited Partnership, CEP Investors Limited Partnership
       and  Parkway Carolina, Inc. dated November 4, 1996.  Parkway
       agrees  to  furnish  supplementally to  the  Securities  and
       Exchange  Commission  on  request  a  copy  of  any  omitted
       schedule or exhibit to this agreement.
                                  
                                  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have  audited the accompanying combined statement  of  rental
  revenue  and direct operating expenses of Forum II & III for  the
  year   ended   December   31,  1995.  This   statement   is   the
  responsibility of management.  Our responsibility is  to  express
  an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the  combined  statement of rental revenue and  direct  operating
  expenses  is  free of material misstatement.  An  audit  includes
  examining,  on a test basis, evidence supporting the amounts  and
  disclosures  in the statement.  An audit also includes  assessing
  the accounting principles used and significant estimates made  by
  management,   as   well  as  evaluating  the  overall   statement
  presentation.   We believe that our audit provides  a  reasonable
  basis for our opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be  a  complete presentation of Forum II & III's combined revenue
  and expenses.
  
  In  our  opinion,  the combined statement of rental  revenue  and
  direct  operating expenses referred to above presents fairly,  in
  all  material  respects, the combined rental revenue  and  direct
  operating expenses described in Note 2 of Forum II & III for  the
  year  ended  December  31,  1995, in  conformity  with  generally
  accepted accounting principles.
  
  We  have  compiled the accompanying combined statement of  rental
  revenue  and direct operating expenses of Forum II & III for  the
  nine  months  ended  September 30, 1996 in  accordance  with  the
  Statement on Standards for Accounting and Review Services  issued
  by  the  American  Institute of Certified Public  Accountants.  A
  compilation  is  limited to presenting in the form  of  financial
  statement  information that is the representation of  management.
  We  have not audited or reviewed the combined statement of rental
  revenue  and direct operating expenses of Forum II & III for  the
  nine  months  ended September 30, 1996 and, accordingly,  do  not
  express  an  opinion  or  any other  form  of  assurance  on  the
  statement.
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  December 19, 1996
  
                                  
                                  
                                  
                           Forum II & III
                                  
                Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year ended       Nine months ended
                              December 31, 1995   September 30, 1996
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue(Note 1):
   Minimum rents .............    $2,489,064        $1,813,786
   Reimbursed charges...........    337,232            210,698
  Other income..................     32,191             37,173
                                 ----------         ----------
                                  2,858,487          2,061,657
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    326,734            283,678
    Real estate taxes...........    263,845            197,884
    Management fees (Note 3)....    118,059             76,518
    Janitorial services
     and supplies...............    130,219            103,057
    Maintenance services
     and supplies...............    193,037            143,283
    Security services...........     41,704             45,636
    Insurance...................     61,323             51,311
    Legal and professional
     fees......................      115,738            62,930
    Administrative and
     miscellaneous expenses.....     38,543             33,555
                                 ----------         ----------
                                  1,289,202            997,852
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses.... $1,569,285         $1,063,805
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                                  
                           Forum II & III
                                  
            Notes to Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  On January 7, 1997, Parkway Properties LP, a Limited Partnership,
  in which Parkway Properties, Inc. is a 99% limited partner with a
  wholly-owned subsidiary as a 1% general partner, purchased  Forum
  II  &  III  (the  "Buildings")  in  Memphis,  Tennessee  from  an
  unrelated  party.   The Buildings are four-story  and  five-story
  Class  A  office  buildings with approximately  177,000  combined
  unaudited  square  feet  of rentable area  situated  in  a  five-
  building office park in the East Memphis Suburban Submarket.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1995 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1996         $ 2,414,000
                          1997           2,302,000
                          1998           2,114,000
                          1999           2,025,000
                          2000           1,767,000
                        Thereafter       1,838,000
                                       -----------
                                       $12,460,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  Two  tenants, whose leases expire December 31, 2000 and September
  30,  2003, accounted for approximately 43% of the Buildings' 1995
  rental revenue.
  
                            Forum II & III
                                  
            Notes to Combined Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  2.  Basis of Accounting
  
  The  accompanying combined statement of rental revenue and direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain  expenses, such as  depreciation  and  mortgage
  interest  expense, which would not be comparable to the  proposed
  future  operations of the Buildings. Management is not  aware  of
  any  material factors relating to the Buildings that would  cause
  the   reported  financial  information  not  to  be   necessarily
  indicative of future operating results.
  
  3.  Management Fees
  
  Management  fees  of  4%  of  rental revenue  received  from  the
  operations  of the Buildings were paid to an unrelated management
  company.
                                  
                                  
                                  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have  audited the accompanying combined statement  of  rental
  revenue and direct operating expenses of Charlotte Park Executive
  Center  for  the year ended December 31, 1995. This statement  is
  the  responsibility  of  management.  Our  responsibility  is  to
  express an opinion on this statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the  combined  statement of rental revenue and  direct  operating
  expenses  is  free of material misstatement.  An  audit  includes
  examining,  on a test basis, evidence supporting the amounts  and
  disclosures  in the statement.  An audit also includes  assessing
  the accounting principles used and significant estimates made  by
  management,   as   well  as  evaluating  the  overall   statement
  presentation.   We believe that our audit provides  a  reasonable
  basis for our opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be  a complete presentation of Charolotte Park Executive Center's
  combined revenue and expenses.
  
  In  our  opinion,  the combined statement of rental  revenue  and
  direct  operating expenses referred to above presents fairly,  in
  all  material  respects, the combined rental revenue  and  direct
  operating  expenses  described  in  Note  2  of  Charlotte   Park
  Executive  Center  for  the  year ended  December  31,  1995,  in
  conformity with generally accepted accounting principles.
  
  We  have  compiled the accompanying combined statement of  rental
  revenue and direct operating expenses of Charlotte Park Executive
  Center for the nine months ended September 30, 1996 in accordance
  with  the  Statement  on  Standards  for  Accounting  and  Review
  Services  issued  by the American Institute of  Certified  Public
  Accountants. A compilation is limited to presenting in  the  form
  of  financial statement information that is the representation of
  management.   We  have  not  audited  or  reviewed  the  combined
  statement  of  rental  revenue and direct operating  expenses  of
  Charlotte  Park  Executive  Center  for  the  nine  months  ended
  September 30, 1996 and, accordingly, do not express an opinion or
  any other form of assurance on the statement.
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  January 9, 1997
  
                   Charlotte Park Executive Center
                                  
                Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                 Year ended       Nine months ended
                              December 31, 1995   September 30, 1996
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue (Note 1):
   Minimum rents ............... $1,731,277         $1,227,516
   Reimbursed charges...........    984,178            707,162
  Other income..................     16,408             26,926
                                 ----------         ----------
                                  2,731,863          1,961,604
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    278,371            181,979
    Real estate taxes...........    222,800            167,100
    Management fees (Note 3)....    114,571             86,599
    Janitorial services
     and supplies...............    145,512            101,028
    Maintenance services
     and supplies...............    165,331            134,638
    Security services...........     35,761             25,471
    Insurance...................      8,606             23,641
    Legal and professional
     fees......................       30,180            39,644
    Administrative and
     miscellaneous expenses.....     170,341            124,247
                                 ----------         ----------
                                  1,171,473            884,347
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses.... $1,560,390         $1,077,257
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                                  
                   Charlotte Park Executive Center
                                  
            Notes to Combined Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  Parkway Properties, Inc. (the "Company"), expects to complete its
  acquisition   of  the  Charlotte  Park  Executive   Center   (the
  "Buildings")  effective March 16, 1997 from an  unrelated  party.
  The  Buildings  are office buildings located in Charlotte,  North
  Carolina with a total of approximately 187,000 (unaudited) square
  feet of leasable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The future minimum rents and scheduled reimbursed charges on non-
  cancelable operating leases at December 31, 1995 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1996         $ 2,386,000
                          1997           2,289,000
                          1998           2,223,000
                          1999           1,454,000
                          2000              67,000
                                       -----------
                                       $ 8,419,000
                                       ===========
  
  Two  tenants,  whose  leases will expire  January  31,  1999  and
  November  30,  1999,  accounted  for  approximately  75%  of  the
  Buildings' 1995 rental revenue.
  
                   Charlotte Park Executive Center
                                  
            Notes to Combined Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  2.  Basis of Accounting
  
  The  accompanying combined statement of rental revenue and direct
  operating  expenses  is  presented on  the  accrual  basis.   The
  statement  has  been prepared in accordance with  the  applicable
  rules  and  regulations of the Securities and Exchange Commission
  for  real estate properties acquired.  Accordingly, the statement
  excludes  certain  expenses, such as  depreciation  and  mortgage
  interest  expense, which would not be comparable to the  proposed
  future  operations of the Buildings. Management is not  aware  of
  any  material factors relating to the Buildings that would  cause
  the   reported  financial  information  not  to  be   necessarily
  indicative of future operating results.
  
  3.  Management Fees
  
  Management  fees  of  5%  of  rental revenue  received  from  the
  operations of two of the buildings and management fees of  3%  of
  rental revenue received from the operations of the other building
  were paid to an unrelated management company.
  
                   Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We  have audited the accompanying statement of rental revenue and
  direct operating expenses of One Park 10 Plaza for the year ended
  December  31,  1995.  This  statement is  the  responsibility  of
  management.  Our responsibility is to express an opinion on  this
  statement based on our audit.
  
  We  conducted  our  audit in accordance with  generally  accepted
  auditing  standards.  Those standards require that  we  plan  and
  perform  the  audit to obtain reasonable assurance about  whether
  the statement of rental revenue and direct operating expenses  is
  free of material misstatement.  An audit includes examining, on a
  test  basis,  evidence supporting the amounts and disclosures  in
  the  statement.  An audit also includes assessing the  accounting
  principles used and significant estimates made by management,  as
  well  as  evaluating  the  overall  statement  presentation.   We
  believe  that  our  audit  provides a reasonable  basis  for  our
  opinion.
  
  The  accompanying  statement  was prepared  for  the  purpose  of
  complying  with  the rules and regulations of the Securities  and
  Exchange  Commission  for  inclusion  in  Form  8-K  of   Parkway
  Properties,  Inc. as described in Note 2, and is not intended  to
  be  a  complete presentation of One Park 10 Plaza's  revenue  and
  expenses.
  
  In  our  opinion,  the  statement of rental  revenue  and  direct
  operating  expenses  referred to above presents  fairly,  in  all
  material  respects,  the  rental  revenue  and  direct  operating
  expenses  described in Note 2 of One Park 10 Plaza for  the  year
  ended  December  31, 1995, in conformity with generally  accepted
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and
  direct  operating expenses of One Park 10 Plaza for the  ten-week
  period  ended  March 7, 1996 in accordance with the Statement  on
  Standards  for  Accounting  and Review  Services  issued  by  the
  American Institute of Certified Public Accountants. A compilation
  is  limited  to  presenting in the form  of  financial  statement
  information  that is the representation of management.   We  have
  not  audited  or  reviewed the statement of  rental  revenue  and
  direct  operating expenses of the One Park 10 Plaza for the  ten-
  week  period ended March 7, 1996 and, accordingly, do not express
  an opinion or any other form of assurance on the statements.
  
  Jackson, Mississippi                    /s/ Ernst & Young LLP
  January 3, 1997
  
                                  
                     Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
                                  
  
                                                      Ten-week
                                 Year ended         period ended
                              December 31, 1995     March 7, 1996
                              -----------------   ------------------
                                                      (unaudited)
  
  Rental revenue (Note 1):
   Minimum rents ............... $1,658,883          $ 285,715
   Reimbursed charges...........     46,471             10,345
  Other income..................     26,068              3,066
                                 ----------         ----------
                                  1,731,422            299,126
                                 ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................    256,017             40,202
    Real estate taxes...........     160,059             26,676
    Management fees (Note 3)....     53,366              8,426
    Janitorial services
     and supplies...............     114,883             20,991
    Maintenance services
     and supplies...............    184,430             23,727
    Security services...........     77,042             14,491
    Insurance...................     18,858              3,540
    Legal and professional
     fees......................       19,921                 -
    Administrative and
     miscellaneous expenses.....     121,621            21,956
                                 ----------         ----------
                                  1,006,197            160,009
                                 ----------         ----------
  Excess of rental revenue over
   direct operating expenses....   $ 725,225         $  139,117
                                 ==========         ==========
  
                       See accompanying notes.
                                  
                                  
                                  
                                  
                          One Park 10 Plaza
                                  
                Notes to Statement of Rental Revenue
                    and Direct Operating Expenses
                                  
  
  1.  Organization and Significant Accounting Policies
  
  Description of Property
  
  Parkway   Texas,  Inc.,  a  wholly-owned  subsidiary  of  Parkway
  Properties,  Inc. (the "Company"), purchased One  Park  10  Plaza
  (the "Building") on March 7, 1996 from an unrelated party.    The
  Building is an office building located in Houston, Texas  with  a
  total  of  approximately  161,000  (unaudited)  square  feet   of
  leasable area.
  
  Rental Income
  
  Minimum rents from leases are accounted for ratably over the term
  of each lease.  Tenant reimbursements are recognized as income as
  the applicable services are rendered or expenses incurred.
  
  The  future minimum rents on non-cancelable operating  leases  at
  December 31, 1995 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1996         $ 1,482,000
                          1997           1,562,000
                          1998           1,263,000
                          1999           1,022,000
                          2000             657,000
                        Thereafter       1,332,000
                                       -----------
                                       $ 7,318,000
                                       ===========
  
  The  above  amounts  do  not  include tenant  reimbursements  for
  utilities, insurance and common area maintenance.
  
  Four  tenants'  leases  accounted for approximately  49%  of  the
  Building's 1995 rental revenue.  One of the four tenants' leases,
  which  totaled  approximately 10% of the Building's  1995  rental
  revenue,  expired January 31, 1996, and the other three  tenants'
  leases will expire April 14, 1998, January 31, 2000 and March 31,
  2003.
  
                        One Park 10 Building
                                  
                Notes to Statement of Rental Revenue
              and Direct Operating Expenses (continued)
  
  2.  Basis of Accounting
  
  The accompanying statement of rental revenue and direct operating
  expenses  is  presented on the accrual basis.  The statement  has
  been  prepared  in  accordance  with  the  applicable  rules  and
  regulations  of the Securities and Exchange Commission  for  real
  estate  properties acquired.  Accordingly, the statement excludes
  certain  expenses,  such as depreciation  and  mortgage  interest
  expense,  which  would not be comparable to the  proposed  future
  operations  of  the Buildings. Management is  not  aware  of  any
  material  factors relating to the Buildings that would cause  the
  reported  financial information not to be necessarily  indicative
  of future operating results.
  
  3.  Management Fees
  
  Management  fees  of  3%  of  minimum  rents  received  from  the
  operations  of the Building were paid to an unrelated  management
  company.
  
                       PARKWAY PROPERTIES, INC
                                  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  The  following unaudited pro forma consolidated balance sheet  as
  of  September  30, 1996 and pro forma consolidated statements  of
  income  of  Parkway Properties, Inc. ("Parkway") for  the  twelve
  months  ended  December 31, 1995 and nine months ended  September
  30,  1996 give effect to the September 30, 1996 purchase  of  the
  BB&T  Financial  Center ,the October 31,  1996  purchase  of  the
  Tensor Building, the January 7, 1997 purchase of Forum II  &  III
  and the proposed purchases of Charlotte Park Executive Center and
  Ashford  II  & IV as well as the December 24, 1996  sale  of  the
  Virginia   Beach  mortgage  loan.   The  pro  forma  consolidated
  financial statements have been prepared by management of  Parkway
  based upon the historical financial statements of Parkway and the
  adjustments and assumptions in the accompanying notes to the  pro
  forma consolidated financial statements.
  
  The pro forma consolidated balance sheet sets forth the effect of
  Parkway's  purchases of the Tensor Building and Forum II  &  III,
  the  proposed  purchases of Charlotte Park Executive  Center  and
  Ashford II & IV and the effect of the sale of the mortgage  loan.
  No pro forma adjustments were needed for the purchase of the BB&T
  Financial Center due its September 30th purchase date.
  
  The  pro  forma consolidated statements of income set  forth  the
  effects of Parkway's purchases of the following buildings  as  if
  they had been consumated on January 1, 1995.
  
            BUILDING                      DATE OF PURCHASE
  
            Forum II & III                     1/07/97
            Tensor                            10/31/96
            BB&T Financial Center              9/30/96
            Falls Pointe                       8/09/96
            Roswell North                      8/09/96
            Cherokee                           7/09/96
            Courthouse                         7/09/96
            400 Northbelt                      4/15/96
            Woodbranch                         4/15/96
            One Park 10 Plaza                  3/07/96
            Waterstone                        12/18/95
            IBM Building                      10/02/95
            MTEL Centre'                       7/31/95
  
  In  addition  to  the  purchases  listed  above,  the  pro  forma
  consolidated statements of income set forth the effect of the May
  31,  1996  sale  of  157 mortgage loans, the  placement  of  non-
  recourse  mortgage  debt  on recently  acquired  properties,  the
  proposed
  
                      PARKWAY PROPERTIES, INC.
                                  
       Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
  purchases of Charlotte Park Executive Center and Ashford II &  IV
  and  the  December 24, 1996 sale of the Virginia  Beach  mortgage
  loan as if the transactions occurred January 1, 1995.
  
  These  pro  forma consolidated financial statements  may  not  be
  indicative  of the results that actually would have  occurred  if
  the  purchases, sale and/or financings had been in effect on  the
  dates indicated or which may be obtained in the future.  The  pro
  forma  consolidated  financial  statements  should  be  read   in
  conjunction  with the financial statements and notes  of  Parkway
  included in its annual report on Form 1O-KSB for the period ended
  December 31, 1995.
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                         SEPTEMBER 30, 1996
                             (Unaudited)
  
                                 Parkway     Pro Forma(2)  Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments
     Office buildings.............$129,507    $ 38,445    $167,952
     Accumulated depreciation.....  (8,671)          -      (8,671)
                                  --------    --------    --------
                                   120,836      38,445     159,281
     Real estate held for sale
       Land.......................   8,206           -       8,206
       Operating properties.......   3,928           -       3,928
     Mortgage loans...............   6,173      (5,784)        389
     Real estate securities.......     507           -         507
     Real estate partnerships and
       corporate joint venture....     312           -         312
                                  --------    --------    --------
                                   139,962      32,661     172,623
   Interest and rents receivable
     and other assets.............   3,865       (227)       3,638
   Cash and cash equivalents......     134       (134)           -
                                  --------    --------    --------
                                  $143,961    $ 32,300    $176,261
                                  ========    ========    ========
  
   Liabilities
   Notes payable to banks.........$  6,836    $ 23,360    $ 30,196
   Mortgage notes payable without
     recourse.....................  53,452       9,850      63,302
   Mortgage notes payable on wrap
     mortgages....................   4,470      (4,470)          -
   Accounts payable and other
     liabilities..................   5,999           -       5,999
                                  --------    --------    --------
                                    70,757      28,740      99,497
                                  --------    --------    --------
   Shareholders' Equity
   Preferred stock, $.001 par
     value, 576,000 shares
     authorized, 576,000 shares
     issued in 1996...............       1                       1
   Common stock, $.001 par value,
     69,424,000 shares authorized,
     3,636,421 shares issued......       3           -           3
   Additional paid-in capital.....  51,924           -      51,924
   Retained earnings..............  21,061       3,560      24,621
                                  --------    --------    --------
                                    72,989       3,560      76,549
   Unrealized gain on securities..     215           -         215
                                  --------    --------    --------
                                    73,204       3,560      76,764
                                  --------    --------    --------
                                  $143,961    $ 32,300    $176,261
                                  ========    ========    ========
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                FOR THE TWELVE MONTHS ENDED 12/31/95
                             (Unaudited)
  
                                    Parkway    Pro Forma  Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                               (In  thousands,  except  per  share data)
  Revenues
  Income from real estate
    properties.......................$ 8,941    $25,571 (a)$34,512
  Interest on mortgage loans.........  1,421     (1,265)(e)    156
  Management company income..........  1,041          -      1,041
  Equity in earnings
    Real estate companies............    135          -        135
    Real estate partnerships and
      corporate joint venture........    116          -        116
  Interest on investments............    167          -        167
  Dividend income....................    601          -        601
  Deferred gains and other income....    345          -        345
  Gain on real estate
    and mortgage loans...............  6,552          -      6,552
  Gain on securities.................  4,314          -      4,314
                                     -------    -------    -------
                                      23,633     24,306     47,939
                                     -------    -------    -------
  Expenses
  Real estate owned
    Operating expense................  4,876     12,350 (a) 17,226
    Interest expense.................  2,230      3,457 (c)  5,687
    Depreciation and amortization....  1,331      2,904 (a)  4,235
    Minority interest................   (100)         -       (100)
  Interest expense
    Notes payable to banks...........    156      2,434 (e)  2,590
    Notes payable on wrap mortgages..    135       (135)         -
  Management company expenses........    804          -        804
  Other expenses.....................  2,299          -      2,299
                                     -------    -------    -------
                                      11,731     21,010     32,741
                                     -------    -------    -------
  Income before taxes................ 11,902      3,296     15,198
  Income tax provision...............     82          - (4)     82
                                     -------    -------    -------
  Net income.........................$11,820    $ 3,296    $15,116
                                     =======    =======    =======
  Net income per share...............$  4.24               $  3.85
                                     =======               =======
  Weighted average shares
    outstanding......................  2,787                 3,927
                                     =======               =======
  
             PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
             PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                 FOR THE NINE MONTHS ENDED 9/30/96
                             (Unaudited)
  
                                    Parkway    Pro Forma   Parkway
                                   Historical Adjustments Pro Forma
                                   ---------- ----------- ---------
                                (In  thousands,  except  per  share data)
  Revenues
  Income from real estate
    properties...................... $13,559   $12,044 (b) $25,603
  Management company income.........     537         -         537
  Interest on mortgage loans........   1,435    (1,384)(f)      51
  Equity in earnings:
    Real estate partnerships and
      corporate joint venture.......     121         -         121
  Gain on securities................     304         -         304
  Interest on investments...........     471         -         471
  Deferred gains and other income...      91         -          91
  Dividend income...................     118         -         118
  Gain on real estate and mortgage
    loans...........................   5,863         -       5,863
                                     -------   -------     -------
                                      22,499    10,660      33,159
                                     -------   -------     -------
  Expenses
  Real estate owned:
    Operating expense...............   6,570     5,672 (b)  12,242
    Interest expense................   2,390     1,452 (d)   3,842
    Depreciation and amortization...   1,591     1,494 (b)   3,085
    Minority interest...............     (12)        -         (12)
  Interest expense:
    Notes payable to banks..........      95     1,826 (f)   1,921
    Notes payable on wrap mortgages.     340      (340)          -
  Management company expenses.......     483         -         483
  Other expenses....................   2,198         -       2,198
                                     -------   -------     -------
                                      13,655    10,104      23,759
                                     -------   -------     -------
  Income before taxes...............   8,844       556       9,400
  Income tax provision..............      23         - (4)      23
                                     -------   -------     -------
  Net income........................ $ 8,821   $   556     $ 9,377
                                     =======   =======     =======
  Net income per share.............. $  2.54               $  2.25
                                     =======               =======
  Weighted average shares
    outstanding                        3,474                 4,169
                                     =======               =======
                                  
                      PARKWAY PROPERTIES, INC.
                                  
        Notes to Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  1.   On  September  30, 1996, Parkway Carolina, Inc.,  a  wholly-
       owned  subsidiary of Parkway Properties, Inc. ("Parkway"  or
       the  "Company"),  purchased the BB&T  Financial  Center  for
       $24,500,000 from an unrelated party.  This building consists
       of  approximately 239,000 net rentable square feet.  No  pro
       forma  adjustments  were needed to the Consolidated  Balance
       Sheet  as  of  September 30, 1996 due to the September  30th
       purchase date.
  
  2.   On   October 31, 1996, Parkway Houston, Inc., a wholly-owned
       subsidiary   of   Parkway  Properties,   Inc.   ("Parkway"),
       purchased the Tensor Building in Houston, Texas from a major
       property   company.    The  Tensor  Building   consists   of
       approximately  92,000 square feet of rentable  square  feet.
       The  purchase  price of $2,820,000 was funded with  existing
       cash reserves.
  
  3.   On December 24, 1996, Parkway Properties, Inc. ("Parkway" or
       the  "Company") sold the Virginia Beach mortgage loan to  an
       unrelated  party for $9,700,000 in cash.  A portion  of  the
       proceeds  from  the sale were used to repay  the  underlying
       first mortgages on the buildings totaling $4,415,000.
  
  4.   On January 7, 1997, Parkway Properties LP purchased Forum II
       &   III  for  $16,425,000  from  an  unrelated  party.   The
       buildings  consist  of  approximately 173,000  net  rentable
       square  feet.   The purchase was funded with  existing  cash
       reserves  and borrowings of $7,440,000 on a line  of  credit
       with  Deposit  Guaranty National Bank, Jackson, Mississippi,
       at a rate equal to 8.0062%.
  
  5.   The  pro forma adjustments to the Consolidated Balance Sheet
       as  of September 30, 1996 include the proposed purchases  of
       Charlotte Park Executive Center for $14,800,000 and  Ashford
       II & IV for $4,400,000.
  
                                  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
                                  
                                  
  6.   The pro forma adjustments to the Consolidated Statements of
       Income for the twelve months ended December 31, 1995 and the
  nine  months  ended September 30, 1996 set forth the  effects  of
  Parkway's  purchases of the following buildings as  if  they  had
  been consumated on January 1, 1995.
  
                BUILDING                      DATE OF PURCHASE
  
                Forum II & III                     1/07/97
                Tensor                            10/31/96
                BB&T Financial Center              9/30/96
                Falls Pointe                       8/09/96
                Roswell North                      8/09/96
                Cherokee                           7/09/96
                Courthouse                         7/09/96
                400 Northbelt                      4/15/96
                Woodbranch                         4/15/96
                One Park 10 Plaza                  3/07/96
                Waterstone                        12/18/95
                IBM Building                      10/02/95
                MTEL Centre'                       7/31/95
  
      In addition to the purchases listed above, the adjustments on
       the  pro  forma consolidated statements of income set  forth
       the  effect of the May 31, 1996 sale of 157 mortgage  loans,
       the  December  24, 1996 sale of the Virginia Beach  mortgage
       loan,  the  placement  of  non-recourse  mortgage  debt   on
       recently  acquired properties and the proposed purchases  of
       Charlotte Park Executive Center and Ashford II &  IV  as  if
       the  transactions occurred January 1, 1995. These pro  forma
       adjustments  are detailed below by property for  the  twelve
       months  ended  December  31,  1995  and  nine  months  ended
       September 30, 1996.
  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
       The   effect  on  income  and  expenses  from  real   estate
       properties due to the above purchases and proposed  purchase
       are as follows:
  
       (a) For the twelve months ended December 31, 1995:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       Mtel Centre'      $ 2,420,000    $ 1,442,000    $   177,000
       IBM Building          959,000        449,000        102,000
       Waterstone          1,183,000        499,000        181,000
       One Park 10 Plaza   1,731,000      1,006,000        151,000
       400 North Belt
         & Woodbranch      3,470,000      1,970,000        313,000
       Cherokee &
         Courthouse
         Road Bldgs.       1,848,000        841,000        249,000
       Falls Pointe &
         Roswell North     2,270,000        929,000        315,000
       BB&T Financial
         Center            3,999,000      1,378,000        551,000
       Tensor              1,001,000        618,000         63,000
       Forum II & III      2,858,000      1,289,000        370,000
       Charlotte Ex.Park   2,732,000      1,172,000        333,000
       Ashford II & IV     1,100,000        757,000         99,000
                         -----------    -----------    -----------
                         $25,571,000    $12,350,000    $ 2,904,000
                         ===========    ===========    ===========
  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
       (b) For the nine months ended September 30, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       One Park 10      $    299,000   $    160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000        551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000        480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000        439,000        191,000
       BB&T Financial
         Center            3,072,000      1,055,000        413,000
       Tensor                729,000        477,000         48,000
       Forum II & III      2,062,000        998,000        277,000
       Charlotte Park      1,962,000        885,000        250,000
       Ashford II & IV       806,000        627,000         74,000
                         -----------    -----------    -----------
                         $12,044,000    $ 5,672,000    $ 1,494,000
                         ===========    ===========    ===========
  
       Depreciation  is provided by the straight-line  method  over
       the estimated useful lives of the buildings (40 years).
  
                      PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
       Pro forma interest expense on real estate owned reflects the
       non-recourse  debt  placed on the buildings  at  the  actual
       amounts  and rates by property as if placed January 1,  1995
       is as follows:
  
       Property/Placement               Twelve Months  Nine Months
           Date/Rate           Debt      12/31/95 (c)  9/30/96 (d)
       ------------------  -----------  -------------  -----------
       Mtel Centre
         12/95 7.75%       $11,000,000   $   595,000   $        -
  
       IBM Building
         2/96 7.78%          4,800,000       370,000       41,000
  
       Waterstone
         6/96 8.00%          5,620,000       450,000      185,000
  
       One Park 10
         7/96 8.35%          4,700,000       392,000      196,000
  
       400 North Belt &
         Woodbranch
         7/96 8.25%         10,000,000       825,000      412,000
  
       Falls Pointe &
         Roswell North
         12/96 8.375%        9,850,000       825,000      618,000
  
                                          ----------   ----------
                                          $3,457,000   $1,452,000
                                          ==========   ==========
  
       The  January  1, 1995 pro forma effect of the  sale  of  157
       mortgage  loans  on May 31, 1996 and the December  24,  1996
       sale of the Virginia Beach mortgage loan is as follows:
  
                                       Twelve Months    Nine Months
                                        12/31/95 (e)    9/30/96 (f)
                                       -------------    -----------
       Interest Income:
            Mortgage loans             $(1,265,000)    $(1,384,000)
  
                       PARKWAY PROPERTIES, INC.
                                  
  Notes to Pro Forma Consolidated Financial Statements (continued)
                             (Unaudited)
  
       The pro forma effect of the purchases of BB&T, Tensor, Forum
       II  &  III  and  the  proposed purchase  of  Charlotte  Park
       Executive Center and Ashford II & IV on interest expense  on
       notes  payable to banks for the twelve months ended December
       31,  1995  and the nine months ended September 30,  1996  is
       $2,434,000 and $1,826,000, respectively.
                                  
       The  pro  forma  effect  of the sale of  the  Virginia  Beach
       mortgage loan on interest expense on notes payable  on  wrap
       mortgages for the twelve months ended December 31, 1995  and
       the  nine  months ended September 30, 1996 is a decrease  of
       $135,000 and $340,000, respectively.
  
  7.   No  additional income tax expenses were provided because  of
       the Company's net operating loss carryover.
  
  8.   All  per  share  information for  the  twelve  months  ended
       December  31, 1995 has been restated to reflect a  3  for  2
       common  stock split effected as a dividend of one share  for
       every  two shares outstanding on April 30, 1996 as  well  as
       the  June 14, 1996 private placement of 1,140,000 shares  as
       if both transactions had occurred January 1, 1995.
  
                         AGREEMENT OF SALE
  
  THIS AGREEMENT OF SALE (this "Agreement"), is entered into as  of
  the  4th day of December 1996, by and between Parkway Properties,
  Inc.,  a Maryland corporation ("Purchaser"), and Tennessee Forum,
  Inc., an Illinois corporation ("Seller").
  
                        W I T N E S S E T H:
  
  1.    PURCHASE AND SALE.  Purchaser agrees to purchase and Seller
  agrees  to  sell  at  the price of Sixteen Million  Four  Hundred
  Twenty-Five  Thousand Dollars ($16,425,000)  ("Purchase  Price"),
  and  on  the  terms  and conditions hereinafter  set  forth,  the
  property  commonly known as Forum II and III, Memphis, Tennessee,
  consisting of the following:
  
       1.1   All of Seller's right, title and interest in the  real
  property  ("Land")  and  all  buildings  and  other  improvements
  ("Improvements")  situated  on the  Land,  as  more  particularly
  described  on  Exhibit A attached hereto and made a  part  hereof
  (the  Land and the Improvements are sometimes referred to  herein
  together  as  the  "Property"), together with all  easements  and
  appurtenances  thereunto belonging and  all  of  Seller's  right,
  title and interest in and to all streets, alleys and public  ways
  adjacent  thereto,  if  any, and together with  all  of  Seller's
  right,  title and interest in and to all strips and gores located
  on  or  adjacent to the Property or located between  any  parcels
  constituting the Land, if any;
  
       1.2   The  personal property set forth on Exhibit B attached
  hereto ("Personal Property");
  
       1.3   The tenant leases described in the rent roll set forth
  on Exhibit C attached hereto and made a part hereof ("Rent Roll")
  together with such other tenant leases of the Property as may  be
  made prior to Closing (as hereinafter defined) in accordance with
  the terms of this Agreement ("Leases");
  
       1.4   If  and to the extent assignable and to the extent  of
  Seller's interest therein, if any: (a) all guarantees, warranties
  and   indemnifications,   if   any,  received   from   suppliers,
  contractors, materialmen or subcontractors arising out of, or  in
  connection with, the installation, construction or maintenance of
  the  Property including, without limitation, the right to sue any
  obligor    for   any   breach   of   any   covenant,   agreement,
  representation, warranty or guarantee contained therein; (b)  all
  licenses,  permits,  certificates  of  occupancy  and  franchises
  issued  by  any  federal,  state, county or  municipal  authority
  relating  to  the use, maintenance or operation of  the  Property
  running  to or in favor of Seller or pertaining to the  Property;
  (c)  all  trade  styles,  and  trade  names,  including,  without
  limitation,  the  names  "Forum II"  and  "Forum  III",  and  all
  contract   rights,  brochures,  manuals,  lists  of   prospective
  tenants,   advertising  material,  books  and  records,   utility
  contracts and telephone numbers; (d) the plans and specifications
  for  the  Improvements and all unexpired claims and sureties,  if
  any, received in connection with the construction, improvement or
  equipment  of  the  Improvements;  and  (e)  those  service   and
  maintenance   contracts  set  forth  in   Exhibit   D   ("Service
  Contracts") which are Assumed Contracts (hereafter defined).
  
       1.5  Notwithstanding anything contained in this Agreement to
  the  contrary, Seller is not conveying or assigning to  Purchaser
  the items described in Paragraph 15.3 hereof.
  
  2.    PURCHASE  PRICE.   The  Purchase Price  shall  be  paid  by
  Purchaser as follows:
  
       2.1  Within two (2) days of the execution of this Agreement,
  the  sum  of Three Hundred Thousand Dollars ($300,000)  ("Earnest
  Money"),  by  check payable to the escrow agent, to  be  held  in
  escrow  by  and in accordance with the provisions of  the  Escrow
  Agreement ("Escrow Agreement") attached hereto as Exhibit E; and
  
       2.2   On  the  Closing  Date (as hereinafter  defined),  the
  balance  of the Purchase Price, adjusted in accordance  with  the
  prorations, by federally wired "immediately available" funds,  on
  or   before  3:00  p.m.  Chicago  time.   Any  provisions  herein
  providing  for the delivery of the Earnest Money to either  party
  hereof  are intended to mean the Earnest Money plus any  interest
  earned thereon and less all escrow and investment fees, if any.
  
  3.   TITLE COMMITMENT AND SURVEY.
  
       3.1   Attached  hereto as Exhibit F is a  copy  of  a  title
  commitment for an owner's standard title insurance policy  issued
  by  Charter  Title Company, as agent for Lawyers Title  Insurance
  Corporation, (hereinafter referred to as "Title Insurer"),  dated
  October  10,  1996  for the Property ("Title  Commitment").   For
  purposes  of  this Agreement, "Permitted Exceptions" shall  mean:
  (a)  general ad valorem real estate taxes for the year  1996  and
  subsequent  years not yet due and payable; (b) matters  shown  on
  the  Survey (as hereinafter defined); (c) matters caused  by  the
  action  or  inaction of Purchaser or its agents;  (d)  the  title
  exceptions  set  forth in Schedule B of the Title  Commitment  as
  Numbers  2(a) - 2(l) and 2(n), subject to the matters  raised  in
  the  letters dated November 12, 1996 and November 19,  1996  from
  Forman,  Perry, Watkins & Krutz; (e) the rights of tenants  under
  leases;   and  (f)  liens  or  encumbrances  of  a  definite   or
  ascertainable  amount which may be removed or insured  over  (but
  with  respect to any exceptions to be insured over, not to exceed
  $25,000  without Purchaser's prior approval, which  will  not  be
  unreasonably withheld) by the payment of money or other  security
  at  the  Closing Date, and which Seller removes or causes  to  be
  insured  over at the Closing Date in accordance with Paragraph  5
  hereof.   All other exceptions to title shall be referred  to  as
  "Unpermitted  Exceptions".  On the Closing  Date,  Title  Insurer
  shall deliver to Purchaser a standard title policy in conformance
  with  the  previously delivered Title Commitment,  with  extended
  coverage,    including    deletion    of    the    survey     and
  mechanics/materialmen  lien  exceptions,  and  subject  only   to
  Permitted   Exceptions   (excluding,   however,   the   Permitted
  Exceptions  described  in subclause (f)  above)  and  Unpermitted
  Exceptions waived in writing by Purchaser ("Title Policy").   The
  Title  Policy  shall  be conclusive evidence  of  good  title  as
  therein  shown  as  to  all matters to be insured  by  the  Title
  Policy,  subject only to the exceptions and requirements  therein
  stated.  Seller and Purchaser shall share equally in the costs of
  the  Title  Commitment  and Title Policy (exclusive  of  extended
  coverage  costs)  and Purchaser shall pay for  the  cost  of  any
  endorsements  to, or extended coverage on, the  Title  Policy  as
  requested by Purchaser or Purchaser's lender.
  
       3.2   Purchaser has received a survey of the Property  dated
  October  28,  1996  prepared  by  Haynie  Associates  ("Survey").
  Seller  and  Purchaser shall share equally in  the  cost  of  the
  Survey.  Purchaser hereby acknowledges that with the exception of
  the  items  raised in the November 12, 1996 letter  from  Forman,
  Perry,  Watkins & Krutz, all matters disclosed by the Survey  are
  acceptable to Purchaser and are Permitted Exceptions for purposes
  of Paragraph 3.1 above.
  
       3.3   The obligations of Purchaser and Seller to pay various
  costs  set  forth  in Paragraphs 3.1 and 3.2  shall  survive  the
  termination of this Agreement.
  
  4.   PAYMENT OF CLOSING COSTS.
  
       4.1   In  addition to the costs set forth in Paragraphs  3.1
  and 3.2, Seller and Purchaser shall share equally in the costs of
  the  documentary or transfer stamps to be paid with reference  to
  the   Deed  (as  hereinafter  defined)  and  all  other   stamps,
  intangible,  transfer,  documentary,  recording,  sales  tax  and
  surtax  imposed by law with reference to any other sale documents
  delivered  in  connection  with  the  sale  of  the  Property  to
  Purchaser.
  
  5.   CONDITION OF TITLE.
  
       5.1   If, prior to Closing (as hereinafter defined), a date-
  down  to  the  Title  Commitment discloses  any  new  Unpermitted
  Exceptions which, in the aggregate, do not exceed $25,000  (each,
  a  "Minor  Unpermitted  Exception"), Seller  shall,  at  Seller's
  expense,  bond  over,  cure and/or have  such  Minor  Unpermitted
  Exceptions  removed from the Title Commitment or have  the  Title
  Insurer  commit  to  insure against loss or damage  that  may  be
  occasioned by such Minor Unpermitted Exceptions.  Notwithstanding
  the  foregoing,  if  such  date  down  to  the  Title  Commitment
  discloses any new Unpermitted Exceptions which, in the aggregate,
  equal or exceed $25,000, Seller shall have the right, but not the
  obligation,  to  bond  over,  cure and/or  have  such  exceptions
  removed  from  the Title Commitment or to have the Title  Insurer
  commit to insure against loss or damage that may be occasioned by
  such  Unpermitted Exceptions.  If Seller fails to bond over, cure
  or  have  any  Unpermitted Exception removed or  have  the  Title
  Insurer  commit  to  insure as specified above  within  five  (5)
  business  days  from  the  date of the date  down  to  the  Title
  Commitment,  Purchaser may terminate this Agreement upon  written
  notice  to  Seller within five (5) days after Seller's notice  to
  Purchaser   specifying  such  Unpermitted  Exceptions;  provided,
  however,  and  notwithstanding anything contained herein  to  the
  contrary,  if  the  Unpermitted Exception  which  gives  rise  to
  Purchaser's right to terminate was recorded against the  Property
  as  a result of the affirmative action of Seller (and not by  any
  unrelated third party) or if Seller is able to bond over, cure or
  remove  a  Minor Unpermitted Exception for a cost not  to  exceed
  $25,000  or the Title Insurer is willing to insure over  a  Minor
  Unpermitted  Exception  for  a cost  not  to  exceed  $25,000  in
  accordance with the terms hereof and Seller fails to expend  such
  funds  in  either case, then Purchaser shall have the  additional
  rights  contained  in  Paragraph 14 herein.  Absent  notice  from
  Purchaser  to  Seller in accordance with the preceding  sentence,
  Purchaser  shall be deemed to have elected to take title  subject
  to said Unpermitted Exception, without any reduction in or setoff
  against  the  Purchase Price as a result thereof.   If  Purchaser
  terminates  this Agreement in accordance with the terms  of  this
  Paragraph  5.1,  this Agreement shall terminate  without  further
  action of the parties and all Earnest Money theretofore deposited
  into  the escrow by Purchaser, together with any interest accrued
  thereon, shall be returned to Purchaser, and neither party  shall
  have  any  further  liability  to the  other,  except  for  those
  covenants  and obligations that specifically survive  termination
  of this Agreement.
  
       5.2   Seller  agrees  to  convey fee  simple  title  to  the
  Property to Purchaser by special warranty deed ("Deed")  (in  the
  form  attached  hereto as Exhibit G) in recordable  form  subject
  only  to  the Permitted Exceptions and any Unpermitted Exceptions
  not  objected  to by Purchaser in accordance with  Paragraph  5.1
  above.
  
  6.   CONDEMNATION, EMINENT DOMAIN, DAMAGE AND CASUALTY.
  
       6.1    Except   as  provided  in  the  indemnity  provisions
  contained  in Paragraph 7.1 of this Agreement, Seller shall  bear
  all  risk  of  loss  with  respect to the  Property  through  the
  Closing.  Seller  agrees  to maintain  its  existing  "all  risk"
  replacement  cost casualty insurance and rent loss  insurance  in
  place until the Closing Date.  Notwithstanding the foregoing,  in
  the  event  of  damage to the Property by fire or other  casualty
  prior  to the Closing Date, repair of which would cost less  than
  or  equal  to  $150,000 (as determined by Seller in good  faith),
  Purchaser  shall not have the right to terminate its  obligations
  under this Agreement by reason thereof, but Seller shall have the
  right to elect to either repair and restore the Property if  such
  repair or restoration may be completed prior to the Closing  Date
  or to assign and transfer to Purchaser on the Closing Date all of
  Seller's  right,  title  and interest in  and  to  all  insurance
  proceeds  paid or payable to Seller on account of  such  fire  or
  casualty  plus  the  amount  of  Seller's  insurance  deductible.
  Seller  shall promptly notify Purchaser in writing  of  any  such
  fire  or  other  casualty and Seller's estimate of  the  cost  to
  repair  the damage caused thereby. In the event of damage to  the
  Property  by  fire or other casualty prior to the  Closing  Date,
  repair  of  which would cost in excess of $150,000 (as determined
  by  Seller  in good faith), then this Agreement may be terminated
  at  the option of Purchaser, which option shall be exercised,  if
  at  all,  by Purchaser's written notice thereof to Seller  within
  fifteen  (15)  business  days  after Purchaser  receives  written
  notice of such fire or other casualty from Seller and Seller  and
  Purchaser  agree upon the amount of such damages,  and  upon  the
  exercise  of  such  option  by  Purchaser  this  Agreement  shall
  terminate  without  further action by the  parties,  the  Earnest
  Money  deposited  by  Purchaser shall be  returned  to  Purchaser
  together with interest thereon, and neither party shall have  any
  further  liability  or obligations hereunder,  except  for  those
  covenants and obligations which expressly survive termination  of
  this  Agreement.  In the event that Purchaser does  not  exercise
  the  option  to terminate in accordance with this Paragraph  6.1,
  the Closing shall take place on the Closing Date and Seller shall
  assign  and  transfer  to Purchaser on the Closing  Date  all  of
  Seller's  right,  title  and interest in  and  to  all  insurance
  proceeds  paid  or payable to Seller on account of  the  fire  or
  casualty  and  shall  pay  to Purchaser the  amount  of  Seller's
  insurance  deductible. Notwithstanding anything contained  herein
  to  the  contrary, Seller's obligation to transfer all  insurance
  proceeds paid to Seller as set forth more fully in this Paragraph
  6.1 shall survive the Closing and the recording of the Deed.
  
       6.2   If  between the date of this Agreement and the Closing
  Date,   any  condemnation  or  eminent  domain  proceedings   are
  initiated  which might result in the taking of any  part  of  the
  Property or the taking or closing of any right of access  to  the
  Property,  Seller  shall  immediately notify  Purchaser  of  such
  occurrence.  In  the event that the taking of  any  part  of  the
  Property shall: (i) impair access to the Property; (ii) cause any
  non-compliance  with  any  applicable  law,  ordinance,  rule  or
  regulation   of  any  federal,  state  or  local   authority   or
  governmental  agencies having jurisdiction over the  Property  or
  any  portion thereof; or (iii) adversely impair the  use  of  the
  Property   as   it  is  currently  being  operated   (hereinafter
  collectively referred to as a "Material Event"), Purchaser may:
  
            6.2.1  terminate  this Agreement by written  notice  to
  Seller,  in which event the Earnest Money deposited by Purchaser,
  together  with interest thereon, shall be returned  to  Purchaser
  and  all  rights  and obligations of the parties  hereunder  with
  respect to the closing of this transaction will cease, except for
  those covenants and obligations hereunder which expressly survive
  termination of this Agreement; or
  
            6.2.2  proceed with the Closing, in which event  Seller
  shall  assign  to  Purchaser  all of Seller's  right,  title  and
  interest  in  and to any award made or to be made  in  connection
  with   such   condemnation   or   eminent   domain   proceedings.
  Notwithstanding  anything  contained  herein  to  the   contrary,
  Seller's  obligation to transfer Seller's interest in such  award
  as set forth more fully in this Paragraph 6.2.2 shall survive the
  Closing and the recording of the Deed.
  
  Purchaser shall then notify Seller, within ten (10) business days
  after  Purchaser's receipt of Seller's notice, whether  Purchaser
  elects  to exercise its rights under Paragraph 6.2.1 or Paragraph
  6.2.2.  Closing  shall be delayed, if necessary, until  Purchaser
  makes  such  election. If Purchaser fails  to  make  an  election
  within  such  ten  (10) business day period, Purchaser  shall  be
  deemed to have elected to proceed with Closing in accordance with
  Paragraph  6.2.2. If between the date of this Agreement  and  the
  Closing Date, any condemnation or eminent domain proceedings  are
  initiated  which  do not constitute a Material  Event,  Purchaser
  shall  be  required to proceed with the Closing, in  which  event
  Seller shall assign to Purchaser all of Seller's right, title and
  interest  in  and  to  any  award made in  connection  with  such
  condemnation or eminent domain proceedings.
  
  7.   INSPECTION AND AS-IS CONDITION.
  
       7.1  Purchaser acknowledges that Purchaser has, prior to the
  date  hereof, been provided with access to the Property in  order
  to  inspect the Property and to conduct and prepare such studies,
  tests  and  surveys  as  Purchaser  desired,  including,  without
  limitation, a review of the Leases, and the following information
  to  the extent in Seller's possession or control:  (i) any  prior
  engineering, environmental, structural or mechanical  studies  or
  reports,  (ii)  any  plans,  permits  and  licenses;  (iii)   any
  assignable warranties, and (iv) any repair or capital improvement
  history.   In connection with Purchaser's review of the Property,
  Seller has delivered to Purchaser copies of the current rent roll
  for the Property, the most recent tax and insurance bills, copies
  of  the  Leases,   utility account numbers, a  personal  property
  inventory,  the  Service  Contracts, unaudited  annual  operating
  statements  for  1995 and monthly unaudited operating  statements
  from January 1996 through  the calendar month ending prior to the
  date hereof.
  
       All of the foregoing tests, investigations and studies to be
  conducted under this Paragraph 7.1 by Purchaser shall be  subject
  to the following:
  
                       (i)   Except as may be required by Purchaser
            to  complete  its due diligence during  the  Inspection
            Period  or  to obtain financing in order to close  this
            transaction, all information set forth in the documents
            to  be  reviewed hereunder by Purchaser, its  employees
            and  agents  shall  be held in strict confidence  until
            Closing  and  thereafter in the event that the  Closing
            does not occur;
  
                       (ii)   In  the  event the Closing  does  not
            occur,  Purchaser shall promptly return to  Seller  any
            documents obtained from Seller or Seller's agents;
  
                       (iii)  Purchaser shall not have suffered  or
            permitted  any  lien,  claim  or  charge  of  any  kind
            whatsoever  to  attach  to the  Property  or  any  part
            thereof; and
  
                       (iv)  such tests, investigations and studies
            were  conducted at Purchaser's sole cost  and  expense,
            and  in  the event of any damage to the Property caused
            by   Purchaser,   its  agents,  engineers,   employees,
            contractors    or    surveyors   (including,    without
            limitation, pavement, landscaping and surface  damage),
            Purchaser  shall  pay the cost incurred  by  Seller  to
            restore the Property to the condition existing prior to
            the  performance  of  such  tests,  investigations   or
            studies.
  
  Purchaser  shall  defend,  indemnify  and  hold  Seller  and  any
  affiliate  or parent of Seller, and all shareholders,  employees,
  officers,  directors and partners of Seller or Seller's affiliate
  or parent (hereinafter collectively referred to as "Affiliates of
  Seller")  harmless from any and all liability, cost  and  expense
  (including without limitation, reasonable attorneys' fees,  court
  costs  and  costs of appeal) suffered or incurred  by  Seller  or
  Affiliates of Seller for injury to persons or property caused  by
  Purchaser's investigations, tests, studies and inspections of the
  Property.  Purchaser shall undertake its obligation to defend set
  forth  in  the  preceding sentence using  attorneys  selected  by
  Purchaser and reasonably acceptable to Seller.
  
       7.2   Except  for the express representations and warranties
  of  Seller  set forth herein, Purchaser acknowledges  and  agrees
  that it will be purchasing the Property and the Personal Property
  based  solely  upon  its  inspections and investigations  of  the
  Property  and the Personal Property, and that Purchaser  will  be
  purchasing  the Property and the Personal Property  "AS  IS"  and
  "WITH  ALL FAULTS", based upon the condition of the Property  and
  the  Personal Property as of the date of this Agreement, and that
  except as expressly set forth herein, Seller makes no warranty or
  representation,  express or implied, or arising by  operation  of
  law,  including, but not limited to, any warranty  of  condition,
  habitability,  merchantability  or  fitness  for   a   particular
  purpose,  in  respect  of  the Property.   Without  limiting  the
  foregoing,  Purchaser acknowledges that, except as may  otherwise
  be  specifically  set forth elsewhere in this Agreement,  neither
  Seller  nor  its  consultants, brokers or agents  have  made  any
  representations or warranties of any kind upon which Purchaser is
  relying as to any matters concerning the Property or the Personal
  Property, including, but not limited to: (i) the condition of the
  Land  or  any  improvements comprising  the  Property;  (ii)  the
  existence  or non-existence of any pollutant, toxic waste  and/or
  any hazardous materials or substances; (iii) economic projections
  or  market studies concerning the Property, or the income  to  be
  derived  from  the Property; (iv) any development rights,  taxes,
  bonds,  covenants,  conditions  and  restrictions  affecting  the
  Property;  (v) the nature and extent of any right of way,  lease,
  lien,  encumbrance, license, reservation or other  title  matter;
  (vi)  water or water rights, topography, geology, drainage,  soil
  or  subsoil  of  the  Property; (vii) the utilities  serving  the
  Property; (viii) the suitability of the Property for any and  all
  activities and uses which Purchaser may elect to conduct thereon;
  or   (ix)  the  compliance  of  the  Property  with  any  zoning,
  environmental,  building  or  other laws,  rules  or  regulations
  affecting  the  Property.   Seller  makes  no  representation  or
  warranty  that  the  Property complies with  the  Americans  with
  Disabilities  Act or any fire code or building  code.   Purchaser
  hereby releases Seller and the Affiliates of Seller from any  and
  all  liability in connection with any claims which Purchaser  may
  have  against  Seller or the Affiliates of Seller, and  Purchaser
  hereby  agrees  not  to assert any claims for contribution,  cost
  recovery  or  otherwise,  against Seller  or  the  Affiliates  of
  Seller,  relating  directly or indirectly  to  the  existence  of
  asbestos   or   hazardous  materials   or   substances   on,   or
  environmental  conditions  of, the  Property,  whether  known  or
  unknown.   As  used  herein,  the term  "hazardous  materials  or
  substances"  means  (i)  hazardous wastes, hazardous  substances,
  hazardous  constituents, toxic substances or  related  materials,
  whether  solids, liquids or gases, including but not  limited  to
  substances defined as "hazardous wastes," "hazardous substances,"
  "toxic  substances,"  "pollutants,  "contaminants,"  "radioactive
  materials,"  or  other  similar  designations  in,  or  otherwise
  subject  to  regulation  under, the  Comprehensive  Environmental
  Response, Compensation and Liability Act of 1980, as amended,  42
  U.S.C.   9601 et seq.; the Toxic Substance Control Act, 15 U.S.C.
    2601  et seq.; the Hazardous Materials Transportation  Act,  49
  U.S.C.   1802;  the  Resource Conservation and Recovery  Act,  42
  U.S.C.   9601.  et  seq.; the Clean Water Act, 33  U.S.C.   1251;
  the  Safe  Drinking Water Act, 42 U.S.C.  30Of et seq; the  Clean
  Air  Act,  42 U.S.C.  7401 et seq.; and in any permits, licenses,
  approvals,  plans, rules, regulations or ordinances  adopted,  or
  other  criteria  and  guidelines  promulgated  pursuant  to   the
  preceding  laws  or other similar federal, state or  local  laws,
  regulations,  rules  or  ordinance now  or  hereafter  in  effect
  relating  to  environmental matters (collectively, "Environmental
  Laws");  and  (ii) any other substances, constituents  or  wastes
  subject to any applicable federal, state or local law, regulation
  or  ordinance, including any Environmental Law, now or  hereafter
  in  effect,  including  but not limited  to  (A)  petroleum,  (B)
  refined petroleum products, (C) waste oil, (D) waste aviation  or
  motor vehicle fuel and (E) asbestos.  Purchaser acknowledges that
  having  been  given  the  opportunity to  inspect  the  Property,
  Purchaser  is  relying  solely on its own  investigation  of  the
  Property and not on any information provided or to be provided by
  Seller.   Purchaser  further acknowledges  that  the  information
  provided  and  to  be provided with respect to the  Property  was
  obtained from a variety of sources, and that Seller (x)  has  not
  made  any  independent  investigation  or  verification  of  such
  information  and (y) makes no representations as to the  accuracy
  or completeness of such information, except as provided herein.
  
       Purchaser's Initials           Seller's Initials
  
       7.3   Seller  has  provided to Purchaser  certain  unaudited
  historical financial information regarding the Property  relating
  to  certain  periods of time in which Seller owned the  Property.
  With  the  exception of any express representation of Seller  set
  forth  herein, Seller and Purchaser hereby acknowledge that  such
  information has been provided to Purchaser at Purchaser's request
  solely   as   illustrative  material.  Except  for  the   express
  representations and warranties of Seller set forth herein, Seller
  makes  no  representation  or  warranty  that  such  material  is
  complete  or  accurate  or that Purchaser  will  achieve  similar
  financial or other results with respect to the operations of  the
  Property,  it  being  acknowledged  by  Purchaser  that  Seller's
  operation of the Property and allocations of revenues or expenses
  may  be  vastly different than Purchaser may be able  to  attain.
  Purchaser acknowledges that it is a sophisticated and experienced
  purchaser  of real estate and further that Purchaser  has  relied
  upon  its  own  investigation and inquiry  with  respect  to  the
  operation  of the Property.  With the exception of any  liability
  under  any  express  representation of Seller set  forth  herein,
  Purchaser releases Seller and the Affiliates of Seller  from  any
  liability with respect to such historical information.
  
  Purchaser's Initials               Seller's Initials
  
       7.4   Seller has provided to Purchaser a Phase I/Limited ACM
  Report   dated  March  16,  1992  prepared  by  Law   Engineering
  ("Existing  Report"). Seller makes no representation or  warranty
  concerning  the accuracy or completeness of the Existing  Report.
  With   the   exception  of  any  liability  under   any   express
  representation  of  Seller  set forth  herein,  Purchaser  hereby
  releases  Seller and the Affiliates of Seller from any  liability
  whatsoever  with  respect  to  the  Existing  Report,  including,
  without limitation, the matters set forth in the Existing Report,
  and  the  accuracy  and/or completeness of the  Existing  Report.
  Furthermore,  Purchaser acknowledges that it will  be  purchasing
  the Property with all faults disclosed in the Existing Report.
  
  Purchaser's Initials               Seller's Initials
  
       7.5    Notwithstanding  anything  contained  herein  to  the
  contrary, the acknowledgements, agreements, waivers and  releases
  of  Purchaser set forth in this Paragraph 7 shall survive Closing
  and  recording of the Deed and the termination of this  Agreement
  as applicable.
  
  8.    CLOSING.  The closing of this transaction ("Closing") shall
  be on January 7, 1997 ("Closing Date"), at the office of Seller's
  attorneys,  Hopkins & Sutter, Three First National  Plaza,  Suite
  4300,  Chicago,  Illinois 60602, or at Seller's  option,  at  the
  office  of the Title Insurer in Chicago, Illinois, at which  time
  Seller  shall  deliver possession of the Property  to  Purchaser.
  This   transaction  shall  be  closed  in  accordance  with   the
  provisions  of  the  Escrow Agreement.  All joint  order  Earnest
  Money  escrow costs (with the exception of investment fees  which
  shall  be  paid by Purchaser) and all deed and money escrow  fees
  (including,  so-called "New York style" closing  fees)  shall  be
  shared equally between Seller and Purchaser.
  
  9.   CLOSING DOCUMENTS.
  
       9.1  On the Closing Date, Seller and Purchaser shall execute
  and  deliver  to  one  another  a joint  closing  statement.   In
  addition,  Purchaser shall deliver to Seller the balance  of  the
  Purchase  Price,  an  assumption of the documents  set  forth  in
  Paragraph  9.2.3  and  9.2.4, counterparts of  any  transfer  tax
  declarations  and  such  other documents  as  may  be  reasonably
  required by the Title Insurer and not inconsistent with the terms
  of  this Agreement in order to consummate the transaction as  set
  forth in this Agreement.
  
       9.2   On the Closing Date, Seller shall deliver to Purchaser
  the following:
  
            9.2.1  the  Deed, subject to Permitted  Exceptions  and
       those  Unpermitted Exceptions waived by Purchaser in writing
       or not objected to by Purchaser in accordance with Paragraph
       5.1 hereof;
  
            9.2.2  a  special warranty bill of sale  conveying  the
       Personal  Property  (in  the  form  of  Exhibit  H  attached
       hereto);
  
            9.2.3  assignment and assumption of intangible property
       (in the form attached hereto as Exhibit I);
  
            9.2.4  an  assignment  and  assumption  of  Leases  and
       security  deposits (in the form attached hereto  as  Exhibit
       J);
  
            9.2.5  non-foreign affidavit (in the form of Exhibit  K
       attached hereto);
  
            9.2.6 originals, and/or certified copies of, the Leases
       in  Seller's possession (which shall be transferred directly
       from  the existing property manager to Purchaser as  may  be
       directed by Purchaser at Closing);
  
            9.2.7 all documents and instruments reasonably required
       by the Title Insurer to issue the Title Policy;
  
            9.2.8  possession of the Property to Purchaser, subject
       to the Leases and the Permitted Exceptions;
  
            9.2.9  evidence  of the termination of  the  management
       agreement, along with a lien waiver executed by the property
       manager, if applicable;
  
            9.2.10  notice  to the tenants of the Property  of  the
       transfer  of  title   and assumption  by  Purchaser  of  the
       landlord's obligation under the Leases and the obligation to
       refund  the  refundable security deposits (in  the  form  of
       Exhibit L);
  
            9.2.11 an updated rent roll certified by Seller  to  be
       true  and  correct, subject to the provisions  of  Paragraph
       17.1 and Paragraph 19 hereof;
  
            9.2.12  a  Broker's  Lien  Waiver  signed  by  Insignia
       Mortgage  & Investment Company ("Insignia"), if required  by
       the Title Insurer;
  
            9.2.13  an  Owner's Title Affidavit  or  ALTA  extended
       coverage  statement in form reasonably acceptable to  Seller
       and Title Insurer;
  
            9.2.14  such  formative and authorization documents  of
       Seller as may be reasonably required by Title Insurer; and
  
            9.2.15  copies  of  all books and  records  as  may  be
       necessary    to    calculate    tenant    escalations    and
       reconciliations  (which shall be transferred  directly  from
       the  existing  property  manager  to  Purchaser  as  may  be
       directed by Purchaser at Closing).
  
  10.   ESTOPPEL  CERTIFICATES.  Seller agrees  to  use  reasonable
  efforts  to  obtain tenant estoppel certificates in the  form  of
  Exhibit M for tenants listed on the rent roll attached hereto  as
  Exhibit  C  ("Tenant Certificates").  Purchaser's  obligation  to
  close the transaction contemplated herein is contingent upon  the
  delivery   to  Purchaser  without  any  Qualification  (hereafter
  defined)  of a Tenant Certificate from all tenants occupying  the
  Property.   As  used herein, "Qualification" means  any  material
  information  which  adversely affects the use  or  value  of  the
  Property  or the obligations of the tenant or the rights  of  the
  landlord under any lease, to the extent such information  is  not
  disclosed on the Rent Roll attached hereto as Exhibit C or in the
  copies of the Leases delivered to Purchaser.  Notwithstanding the
  foregoing,  a tenant's deletion or modification of the provisions
  in  the Tenant Certificate following the language "from and after
  the  date  Parkway acquires title to the Property" shall  not  be
  deemed  a  Qualification.   Seller  shall  request  the  property
  manager  to execute the certificate attached hereto as Exhibit  O
  ("Manager's  Certificate").  Purchaser  acknowledges  and  agrees
  that the delivery of the Manager's Certificate is not a condition
  precedent  to  Purchaser's obligation to  close  the  transaction
  contemplated hereby.
  
  11.  SERVICE CONTRACTS.  Purchaser and Seller shall cooperate  in
  good  faith  to  obtain the consent of each  contractor  under  a
  Service  Contract to (i) terminate its existing Service  Contract
  with  Seller as of the Closing Date, and (ii) enter  into  a  new
  contract with Purchaser on the same terms and conditions from and
  after  the Closing Date.  In the event any contractor refuses  to
  terminate a Service Contract as of the Closing Date, Seller shall
  provide  notice of termination to such contractor  and  Purchaser
  and  Seller  shall  prorate the payments due under  such  Service
  Contract  (each, an "Assumed Contract") as of the  Closing  Date,
  with  the  Purchaser being responsible for its pro rata share  of
  any  payments  attributable to the period after the Closing  Date
  and  prior to the termination date of such Assumed Contract.   On
  the  Closing  Date, Seller shall assign the Assumed Contracts  to
  Purchaser,  and  Purchaser shall assume in writing responsibility
  of  the obligations arising from and after the Closing Date under
  the  Assumed  Contracts. Seller shall use reasonable  efforts  to
  obtain any required consent with respect to the assignment of the
  Assumed Contracts; provided, however, that Seller's inability  to
  obtain  such  approval  shall not be a  default  hereunder  or  a
  condition   precedent   to  Purchaser's  obligations   to   close
  hereunder.  Purchaser shall not be required to assume any Service
  Contract  for  which  Seller is unable  to  obtain  the  required
  consent.   Except  to  the  extent  that  Purchaser  is  required
  hereunder to specifically assume obligations of Seller, including
  obligations under Assumed Contracts or Leases, or to  the  extent
  Purchaser  receives  a  credit  pursuant  to  Closing  prorations
  provided  for  herein,  or to the extent  of  any  non-delinquent
  obligations   and  liabilities  accruing  under   any   Permitted
  Exceptions,  Purchaser shall not be deemed to  have  assumed  any
  other  liabilities or obligations of Seller, and contractual  and
  tort  liabilities accruing prior to the Closing Date, or relating
  to  events that occurred prior to the Closing Date, shall  remain
  the responsibility of Seller.
  
  12.   LEASING  OF  PROPERTY.   Seller  and  Seller's  agents  and
  representatives, in consultation with Purchaser,  shall  continue
  to  advance in good faith all leasing activity for the  Property,
  including new leases, renewals, extensions, expansions  or  other
  modifications in accordance with Seller's prior course of dealing
  prior  to the execution of this Agreement and in accordance  with
  prevailing  market  standards  in the  Memphis,  Tennessee  area.
  Seller  shall  not enter into any lease for any  portion  of  the
  Property or any modification, extension or amendment to any Lease
  without  first  obtaining  the prior consent  of  Purchaser.   If
  Purchaser  has  not responded within five (5)  business  days  of
  receipt  of  a  request by Seller, Purchaser's consent  shall  be
  deemed  given.  If Purchaser closes the transaction  contemplated
  by  this Agreement, Purchaser shall be responsible to pay for all
  leasing  commission, tenant improvement costs or other costs  and
  expenses  (including  reasonable  attorneys'  fees)  incurred  by
  Seller  with  respect  to any such lease approved  by  Purchaser.
  Seller agrees to pay any outstanding brokerage commissions now or
  hereafter due or payable with respect to the existing term of any
  Lease  with  the  exception  of  the  commission  due  under  the
  October  25,  1996  amendment to the PSI Process  Systems  lease,
  which shall be paid by Purchaser (or, if paid by Seller prior  to
  Closing,  shall be credited to Seller at Closing).   Seller  does
  not  represent or warrant that any particular Lease  will  be  in
  effect  at  Closing  or that the tenant will have  performed  the
  tenant's   obligations  thereunder.   Other  than  as   expressly
  provided herein, Purchaser and Seller acknowledge and agree  that
  Purchaser  is  not assuming any obligations of Seller  under  any
  brokerage agreements.
  
  13.   DEFAULT BY PURCHASER.  ALL EARNEST MONEY DEPOSITED INTO THE
  ESCROW  IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER  OF  ITS
  OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT.  IN THE  EVENT
  OF  A  DEFAULT  OF  THE PURCHASER UNDER THE  PROVISIONS  OF  THIS
  AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY  AND  THE
  INTEREST  THEREON AS SELLER'S SOLE RIGHT WITH RESPECT TO  DAMAGES
  OR  ANY  OTHER REMEDY, EXCEPT FOR THOSE COVENANTS AND OBLIGATIONS
  OF   PURCHASER  WHICH  EXPRESSLY  SURVIVE  TERMINATION  OF   THIS
  AGREEMENT.  THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES,
  IN  THE  EVENT  OF  A  DEFAULT BY PURCHASER, WOULD  BE  EXTREMELY
  DIFFICULT  OR  IMPRACTICAL TO DETERMINE.  THEREFORE,  BY  PLACING
  THEIR  INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT  THE  EARNEST
  MONEY  HAS  BEEN AGREED UPON, AFTER NEGOTIATION, AS THE  PARTIES'
  REASONABLE ESTIMATE OF SELLER'S DAMAGES.
  
  Purchaser's Initials               Seller's Initials
  
  14.  SELLER'S DEFAULT.  IF THIS SALE IS NOT COMPLETED BECAUSE  OF
  SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN  OF
  ALL  EARNEST  MONEY TOGETHER WITH ANY INTEREST  ACCRUED  THEREON,
  EXCEPT  THAT PURCHASER SHALL ALSO HAVE THE RIGHT TO REIMBURSEMENT
  FROM  SELLER FOR ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES (NOT
  TO  EXCEED  $25,000 IN ANY EVENT) INCURRED IN THE NEGOTIATION  OF
  THIS   AGREEMENT  AND  THE  PERFORMANCE  OF  ITS  DUE   DILIGENCE
  HEREUNDER.  UPON  THE  RETURN  OF  THE  EARNEST  MONEY  AND   THE
  REIMBURSEMENT  BY  SELLER  FOR OUT OF POCKET  COSTS  AS  PROVIDED
  ABOVE,  THIS AGREEMENT SHALL TERMINATE WITHOUT FURTHER ACTION  OF
  THE  PARTIES  AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY  TO
  EACH  OTHER  AT LAW OR IN EQUITY, EXCEPT FOR THOSE COVENANTS  AND
  OBLIGATIONS   WHICH   EXPRESSLY  SURVIVE  TERMINATION   OF   THIS
  AGREEMENT.  NOTWITHSTANDING  ANYTHING  CONTAINED  HEREIN  TO  THE
  CONTRARY,  IF SELLER'S DEFAULT RESULTS FROM (i) ITS (AND  NOT  AN
  UNRELATED THIRD PARTY'S) AFFIRMATIVE ACTION TO PREVENT THE  SALE;
  (ii) ITS FAILURE TO EXPEND UP TO $25,000 IF (a) SELLER IS ABLE TO
  BOND  OVER,  CURE OR REMOVE A MINOR UNPERMITTED EXCEPTION  FOR  A
  COST NOT TO EXCEED $25,000 OR (b) THE TITLE INSURER IS WILLING TO
  INSURE  OVER  A  MINOR UNPERMITTED EXCEPTION FOR A  COST  NOT  TO
  EXCEED  $25,000 IN ACCORDANCE WITH THE TERMS HEREOF OR (iii)  ITS
  REFUSAL  TO DELIVER THE DEED, THEN PURCHASER WILL BE ENTITLED  TO
  SUE  FOR  SPECIFIC PERFORMANCE.  UNDER THE CONDITIONS  SET  FORTH
  ABOVE,  SELLER  SPECIFICALLY AGREES THAT THE REMEDY  OF  SPECIFIC
  PERFORMANCE  IS APPROPRIATE FOR PURCHASER AND SELLER  WAIVES  AND
  AGREES   NOT  TO  ASSERT  ANY  CLAIM  OR  DEFENSE  THAT  SPECIFIC
  PERFORMANCE  IS NOT AN APPROPRIATE REMEDY FOR PURCHASER.   IN  NO
  EVENT  SHALL  (i)  SELLER  BE LIABLE FOR  ANY  ACTUAL,  PUNITIVE,
  SPECULATIVE  OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY  DEFAULT
  BY  SELLER,  OR (ii) SELLER'S LIABILITY UNDER ANY REPRESENTATION,
  WARRANTY,  COVENANT, AGREEMENT, PRORATION, REPRORATION OBLIGATION
  OR INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS EXCEED
  $250,000   IN   THE  AGGREGATE  ("SELLER'S  MAXIMUM  LIABILITY");
  PROVIDED,  HOWEVER,  THAT THE LIMITATIONS ON  LIABILITY  PROVIDED
  HEREIN  SHALL  NOT APPLY TO ANY DAMAGES INCURRED BY PURCHASER  AS
  THE RESULT OF THE ACTUAL FRAUDULENT CONDUCT OF SELLER.
  
  Purchaser's Initial                 Seller's Initials
  
  15.  PRORATIONS.
  
       15.1  Except as otherwise provided herein and to the  extent
  the  costs of such items are not prorated at Closing as  provided
  herein,  any  and  all  expenses and  payables  relating  to  the
  operation,  management or ownership of the  Property  arising  or
  accruing  prior  to  the Closing Date are the  responsibility  of
  Seller  and  will  be  paid  promptly  upon  receipt  of  billing
  therefor.  Water  and  other  utility  charges;  fuels;   prepaid
  operating expenses; real and personal property taxes prorated  on
  a  "net"  basis  (i.e. adjusted for all tenants' liabilities,  if
  any, for such items); operating expenses paid by Seller which are
  reimbursable by the tenants for the period prior to  the  Closing
  Date (which amount shall be reduced by any amount previously paid
  by  the tenants); unpaid operating expenses for the period  prior
  to  the  Closing  Date prorated on a "net" basis,  as  set  forth
  above;  and  all  other  items of expense  and  income  shall  be
  adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration
  Date").  All utility deposits, if any, shall be withdrawn by  and
  refunded  to  Seller and Purchaser shall make its own replacement
  deposits  for  utilities  as may be required  by  the  respective
  utilities involved.  Prior to Closing, Purchaser and Seller shall
  notify  all  utilities providing service to the Property  of  the
  prospective change in ownership and that all bills for the period
  from  and  after the Proration Date shall be paid  by  Purchaser,
  with no interruption in service and that all bills for the period
  prior  to the Proration Date (which shall be based on final meter
  readings as of the Proration Date, if available), shall  be  paid
  by  Seller. Assessments, excluding regular ad valorem real estate
  taxes, payable in installments which are due prior to the Closing
  Date shall be paid by Seller.  Assessments, excluding regular  ad
  valorem real estate taxes, payable in installments which are  due
  subsequent  to  the Closing Date shall be paid by Purchaser.   If
  the  amount  of  any  of  the items to be prorated  is  not  then
  ascertainable, the adjustments thereof shall be on the  basis  of
  the  most recent ascertainable data.  If any ongoing real  estate
  tax  contest  has  not  been finalized as of  the  Closing  Date,
  Purchaser  and Seller agree that the tax bill existing  prior  to
  the contest, shall be the most recent data for the tax year being
  contested  and (i) Purchaser agrees to re-prorate such amount  as
  it  relates to the real estate tax proration for the current  tax
  year  to  the extent such tax contest is successful.   All  other
  prorations will be final except as to delinquent rent referred to
  in Paragraph 15.2 below and as provided in Paragraph 15.3.
  
       15.2  All rents under the Leases for the month in which  the
  Closing  occurs  which are actually received by Seller  shall  be
  prorated  as  of  the  Proration Date.  All advance  payments  of
  rents, other than for the month in which Closing occurs, and  all
  security  deposits,  shall  be paid by  Seller  to  Purchaser  at
  Closing.  There shall be no credit to Seller for rents which  are
  delinquent as of the Closing Date.  Delinquent rents shall remain
  the  property of Seller (subject to Purchaser's  right to  a  pro
  rata  share  of any delinquent rents for the month  during  which
  Closing occurs.  All rent received by Purchaser after the Closing
  Date  shall  be  applied  first to current  rents  then  due  and
  payable,  and then to delinquent rents, in the inverse  order  of
  maturity.  All basic rent paid following the Closing Date by  any
  tenant  of  the Property who is indebted under a Lease for  basic
  rent  for  any  period prior to the Proration Date in  an  amount
  greater  than the amount of all current basic rent owed  by  said
  tenant  to  Purchaser  shall be deemed a  "Post-Closing  Receipt"
  until such time as all such indebtedness is paid in full.  Within
  ten  (10)  days following each receipt by Purchaser  of  a  Post-
  Closing Receipt, Purchaser shall pay such Post-Closing Receipt to
  Seller.   Purchaser shall use its reasonable, good faith  efforts
  (not  to  include  any  eviction action or  other  litigation  to
  collect  such delinquency), at no additional cost or  expense  to
  Purchaser,  to collect all amounts which, upon collection,  would
  constitute Post-Closing Receipts hereunder.  Seller shall  retain
  the  right to pursue all remedies (excluding eviction of tenants)
  against  tenants  from whom Purchaser is unable to  collect  such
  delinquent  rents and additional rents despite diligent  efforts.
  This  Paragraph 15.2 of this Agreement shall survive the  Closing
  and the delivery and recording of the Deed.
  
       15.3  All  refunds, if any, for time periods  prior  to  the
  Proration  Date  in connection with any ongoing real  estate  tax
  protests  for  the  Property initiated by  Seller  prior  to  the
  Closing  shall  remain the property of Seller and are  not  being
  assigned  by Seller to Purchaser pursuant to this Agreement.   In
  the  event  any  such  refunds are paid to  Purchaser,  Purchaser
  agrees  to  promptly  remit all such sums to  Seller.   Purchaser
  agrees,  at  no  cost  or expense to Purchaser,  to  execute  any
  documents reasonably requested by Seller in connection with  such
  tax   protests,  but  Purchaser  shall  be  held   harmless   and
  indemnified from any liability thereunder.
  
       15.4  In  addition to the foregoing proration  and  credits,
  Seller  shall provide Purchaser at Closing with a credit  in  the
  amount of the unpaid tenant improvement allowance which Purchaser
  is assuming under the Lease with Federal Express.  As of the date
  hereof, the unpaid allowance is $115,121.
  
  16.   BROKER.  The parties hereto represent and warrant  that  no
  broker  commission or finder fee is due and payable in connection
  with  this  transaction, by reason of their  respective  actions,
  other  than  to  Insignia  (to  be  paid  by  Seller).   Seller's
  commission to Insignia shall only be payable out of the  proceeds
  of  the  sale  of  the Property in the event the transaction  set
  forth  herein  closes.   Purchaser and  Seller  shall  indemnify,
  defend  and hold the other party hereto harmless from  any  claim
  whatsoever  (including without limitation, reasonable  attorneys'
  fees, court costs and costs of appeal) from anyone claiming by or
  through   the   indemnifying  party  any   fee,   commission   or
  compensation on account of this Agreement, its negotiation or the
  sale  hereby  contemplated other than to Insignia.  Seller  shall
  indemnify,  defend  and hold Purchaser harmless  from  any  claim
  (including, without limitation, reasonable attorneys' fees, court
  costs and costs of appeal) for any claim by Insignia for any fee,
  commission  or  compensation on account of  this  Agreement,  its
  negotiation  or  the sale hereby contemplated.   Purchaser  shall
  indemnify,  defend  and  hold  Seller  harmless  from  any  claim
  (including, without limitation reasonable attorneys' fees,  court
  costs and costs of appeal) from any claim by the Weston Companies
  for  any  fee,  commission or compensation  on  account  of  this
  Agreement,  its  negotiation, or the  sale  hereby  contemplated.
  Notwithstanding the foregoing indemnity, Purchaser  has  informed
  Seller that Purchaser does not have any agreement with the Weston
  Companies  and the foregoing indemnity shall not imply  that  any
  such contract exists.  The indemnifying party shall undertake its
  obligations  set  forth  in  this Paragraph  16  using  attorneys
  selected  by the indemnifying party and reasonably acceptable  to
  the  indemnified party. The provisions of this Paragraph 16  will
  survive the Closing and delivery of the Deed.
  
  17.  REPRESENTATIONS, WARRANTIES AND COVENANTS.
  
       17.1 Any reference herein to Seller's knowledge or notice of
  any matter or thing shall only mean such knowledge or notice that
  has  actually  been received by James Mendelson  or  Alan  Muench
  ("Seller's Representatives"), and any representation or  warranty
  of  the  Seller is based upon those matters of which the Seller's
  Representatives  has actual knowledge.  Any knowledge  or  notice
  given,  had  or received by any of Seller's agents,  servants  or
  employees   shall   not  be  imputed  to   Seller   or   Seller's
  Representatives.
  
       17.2 Subject to the limitations set forth in Paragraph 17.1,
  Seller hereby makes the following representations and warranties,
  which   representations  and  warranties  are  made  to  Seller's
  knowledge  and  which shall survive Closing for a period  of  180
  days:  (i) except as listed on Exhibit P, there is no pending  or
  to  Seller's  knowledge, threatened litigation, claim,  cause  of
  action or administrative proceeding concerning the Property; (ii)
  Seller is an Illinois corporation, duly formed, organized and  in
  good  standing under the laws of the state of Illinois,  and  has
  the   power   to  execute  this  Agreement  and  consummate   the
  transactions  contemplated herein; (iii) the Rent  Roll  attached
  hereto  as  Exhibit  C  and updated as of  the  Closing  Date  is
  accurate  in  all  material respects as of  the  date  set  forth
  therein;  (iv)  except as disclosed by the Title Commitment,  the
  Seller  has  not  given  or suffered any  assignment,  pledge  or
  encumbrance  with respect to any of the Property, the  Leases  or
  its  interests  thereunder;  (v) the list  of  Service  Contracts
  attached  hereto as Exhibit D and updated as of the Closing  Date
  is  accurate  as  of the date hereof; (vi) except  as  listed  on
  Exhibit  P,  Seller has received no written notice or claim  from
  any  governmental authority having jurisdiction over the Property
  relating  to  an uncured breach or violation of any Environmental
  Laws or any other laws in connection with the Property including,
  without  limitation, the Americans With Disabilities  Act;  (vii)
  Seller  has  received no notice of any uncured  landlord  default
  from any tenant in connection with any Lease or Service Contract;
  (viii)  to Seller's knowledge, the unaudited operating statements
  delivered  by Seller to Purchaser are the same statements  Seller
  uses  to  present to investors the results of operations for  the
  periods  indicated  and  to file tax returns;  (ix)  to  Seller's
  knowledge:  (a) no governmental, public or private authority  has
  threatened   any   condemnation,  eminent   domain   or   similar
  proceeding; and (b) no fact or condition exists which will result
  in  the termination of the Property's current access to and  from
  existing  streets  and utilities; (x) to Seller's  knowledge,  no
  tenant has any counterclaim, defense or offset to any action  for
  collection  of rents or other amounts accruing after the  Closing
  Date under any Lease except as set forth in the Leases; (xi) with
  the  exception of the commission described in Paragraph 12 hereof
  with  respect to the October 25, 1996 amendment to the PSI Lease,
  Seller  has  paid in full all leasing or similar  commissions  or
  payment  obligations,  if any, relating  to  any  existing  Lease
  except   for   any  commissions  due  to  renewals,   extensions,
  expansions or other elections of any tenant which occur after the
  date hereof; and (xii) attached hereto as Exhibit Q is a schedule
  listing  all leasing commission and brokerage agreements  entered
  into   by  Seller  (copies  of  which  have  been  delivered   to
  Purchaser).
  
       17.3 Purchaser hereby represents and warrants to Seller that
  Purchaser  is a Maryland corporation, duly formed, organized  and
  in good standing under the laws of the State of Maryland, and has
  the full right, power and authority to execute this Agreement and
  consummate the transactions contemplated herein.
  
       17.4  Seller covenants (i) to  operate, maintain and  manage
  the  Property in the same manner that it has managed,  maintained
  and   operated  the  Property  during  the  period  of   Seller's
  ownership,  subject  to reasonable wear and  tear  and  casualty;
  (ii)  during normal business hours prior to the Closing Date,  to
  provide  Purchaser and its agents and representatives  reasonable
  access  to  the  Property  and  the books  and  records  directly
  relating  to the ownership, management, maintenance and operation
  of  the Property that are in the possession of Seller, or any  of
  Seller's  agents  or representatives; (iii) to promptly  file  or
  submit  and  diligently  prosecute any and  all  applications  or
  notices  with  federal, state and/or local  authorities  and  all
  other requests with any private persons or entities for consents,
  approvals,  authorizations and permissions which  are  reasonably
  considered  necessary or appropriate by Seller or  Purchaser  for
  the   consummation  of  the  transaction  contemplated  by   this
  Agreement or to prevent the termination of any lease, contract or
  permit,  or as may be necessary to otherwise operate the Property
  in  the  normal  course of business prior to  the  Closing  Date;
  (iv)  to cause to be paid when due all taxes, license fees, trade
  accounts  and costs and expenses of operation and maintenance  of
  the  Property  incurred through the Closing Date, except  amounts
  subject  to  proration  under Paragraph 15;  (v)  to  assist  and
  cooperate, at no material cost, obligation or potential liability
  to  Seller, with any environmental evaluation, study or audit  of
  the  Property or the Personal Property prepared by, for or at the
  request  of Purchaser; (vi) prior to the Closing Date  to  notify
  Purchaser  of  any  written  notice received  by  Seller  of  any
  material adverse event affecting the Property including,  without
  limitation,  any notice from any insurance company regarding  the
  cancellation of any insurance policy for the Property or material
  increase  in  any  premiums  relating  thereto;  (v)  to  provide
  Purchaser,  in  addition  to  any  inspection  or  audit   rights
  contained  elsewhere in this Agreement, the right  to  conduct  a
  full  audit  of  the  books and records of  Seller,  at  Seller's
  principal  place  of business upon five (5) day's  prior  written
  notice,  to  the  extent  such books and records  relate  to  the
  operations  and financial results of the Property, at Purchaser's
  sole cost and expense, in such form and at such time (but in  any
  event  within 270 days after Closing), as is reasonably necessary
  for   Purchaser   to  comply  with  applicable  securities   laws
  requirements,    including,   without   limitation,    Regulation
    210.3-14 promulgated under the Securities Exchange Act of 1934,
  as  amended  and  (vi)  to reserve from any distribution  of  net
  proceeds  of sale to its shareholders an amount equal to Seller's
  Maximum  Liability  until the expiration of the  180  day  period
  contained herein for the survival of Seller's representations and
  warranties.
  
       17.5 The representations, warranties and covenants of Seller
  set  forth  herein  and  in any Closing  Document  shall  survive
  Closing  for  a  period  of  180  days  after  the  Closing  Date
  ("Survival  Period").   All  rights of Purchaser  hereunder  with
  respect  to  any  such  surviving  representation,  warranty   or
  covenant  shall be deemed waived if Purchaser  does not,  (i)  by
  notice  to  Seller,  advise  Seller  of  any  alleged  breach  of
  representation, warranty or covenant prior to the  expiration  of
  the  Survival Period; and (ii) commence any cause of action based
  on  such  alleged breach within 210 days after the Closing  Date.
  Notwithstanding   anything  herein  to  the  contrary,   Seller's
  liability  under  any representation, warranty or  covenant  made
  hereunder  or  in any Closing Document shall in no  event  exceed
  Seller's Maximum Liability.
  
       17.6  Except  to the extent expressly provided  for  herein,
  Seller shall remain responsible for all tort liabilities, if any,
  relating to events that occur prior to the Closing Date.
  
  18.   CONDITIONS TO PURCHASER'S OBLIGATIONS.  The obligations  of
  Purchaser  to  consummate the transactions contemplated  by  this
  Agreement  are  subject  to  the  satisfaction  of  each  of  the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser  in
  writing at or prior to Closing:
  
       18.1  The representations and warranties of Seller contained
  in  this  Agreement shall have been true in all material respects
  on  the  date of this Agreement and at Closing, and Seller  shall
  have  performed  all material obligations and complied  with  all
  material covenants required by this Agreement.
  
       18.2  The  Title  Insurer shall be prepared  to  deliver  to
  Purchaser  on  the  Closing Date the Title  Policy  in  the  form
  required by this Agreement.
  
       18.3  On  the  Closing Date, there shall be no  third  party
  injunction, writ, preliminary restraining order or any  order  of
  any  nature  issued  against  Seller  by  a  court  of  competent
  jurisdiction  and  directing that the  transactions  contemplated
  herein not be consummated as herein provided, but any such  order
  issued  against Purchaser which is unrelated to Seller shall  not
  be a condition precedent to Purchaser's obligations to close.
  
       18.4 At the Closing Date, Seller shall own the Property free
  and  clear  of  all liens, encumbrances, claims,  and  rights  of
  others,   except   for  Permitted  Exceptions   and   Unpermitted
  Exceptions  waived  by Purchaser, and will  convey  the  same  to
  Purchaser.
  
       18.5 Purchaser has received the Tenant Certificates required
  pursuant to Paragraph 10 hereof.
  
       18.6  At  the  Closing  Date, the Leases  with  PSI  Process
  Systems,  Federal Express, Instituform Technologies, Inc.,  Paine
  Webber Incorporated and JH Networking Agency shall not have  been
  terminated.
  
  19.    LIMITATION  OF  LIABILITY.  None  of  Seller's  directors,
  shareholders,  officers, agents, or employees, or the  successors
  or  assigns or such shareholders, directors, officers, agents  or
  employees shall have any personal liability of any kind or nature
  for  or  by  reason of any matter or thing whatsoever  under,  in
  connection  with, arising out of or in any way  related  to  this
  Agreement and the transactions contemplated herein, and Purchaser
  hereby waives for itself and anyone who may claim by, through  or
  under  Purchaser any and all rights to sue or recover on  account
  of any such alleged personal liability.
  
  20.  NOTICES.  Any notice or demand which either party hereto  is
  required  or  may desire to give or deliver to or make  upon  the
  other  party shall be in writing and may be personally  delivered
  or given or made by overnight courier such as Federal Express, by
  facsimile  transmission or made by United  States  registered  or
  certified mail addressed as follows:
  
       TO SELLER:     c/o The Balcor Company
                      Bannockburn Lake Office Plaza
                      2355 Waukegan Road
                      Suite A200
                      Bannockburn, Illinois 60015
                      Attention: Ilona Adams
  
  with copies to:     The Balcor Company
                      Bannockburn Lake Office Plaza
                      2355 Waukegan Road
                      Suite A200
                      Bannockburn, Illinois 60015
                      Attention: James Mendelson
                      (847) 267-1600
                      (847) 317-4462 (FAX)
  
       TO PURCHASER:  Parkway Properties, Inc.
                      300 One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi 39201
                      Attention:   David R. Fowler
  
  subject  to  the right of either party to designate  a  different
  address  for  itself  by notice similarly given.  Any  notice  or
  demand  so given shall be deemed to be delivered or made  on  the
  next  business day if sent by overnight courier, or the same  day
  as  given if sent via facsimile transmission and received by 5:00
  p.m. Chicago time, or on the fourth (4th) business day after  the
  same  is  deposited in the United States Mail  as  registered  or
  certified mail, addressed as above provided, with postage thereon
  fully  prepaid.  Any such notice, demand or document  not  given,
  delivered or made by registered or certified mail or by overnight
  courier or by facsimile transmission as aforesaid shall be deemed
  to  be  given, delivered or made upon receipt of the same by  the
  party  to whom the same is to be given, delivered or made. Copies
  of  all  notices shall be served upon the Escrow Agent. All  time
  periods for responses by either party set forth in this Agreement
  shall   commence  upon  the  receipt  of  notice  as  set   forth
  hereinabove.
  
  21.  EXECUTION OF AGREEMENT AND ESCROW AGREEMENT.  Purchaser will
  execute two (2) copies of this Agreement and three (3) copies  of
  the  Escrow  Agreement and forward them to Seller for  execution.
  Seller  will  forward one (1) copy of the executed  Agreement  to
  Purchaser  and will forward to the escrow agent three (3)  copies
  of the Escrow Agreement signed by the parties with a direction to
  execute  two  (2) copies of the Escrow Agreement  and  deliver  a
  fully executed copy to each of the Purchaser and the Seller.
  
  22.  MISCELLANEOUS
  
             (a)  Time is of the essence of each provision of  this
       Agreement.
  
             (b)   This  Agreement and all provisions hereof  shall
       extend to and be obligatory upon and inure to the benefit of
       the   respective  heirs,  legatees,  legal  representatives,
       successors and assigns of the parties hereto.
  
             (c)   The  section  and  paragraph  headings  of  this
       Agreement  are  for convenience only and in no  way  define,
       limit  or  enlarge  the  scope or meaning  of  the  language
       hereof.  The  terms "hereby," "herein," "hereof,"  "hereto,"
       "hereunder"  and  any similar terms used in  this  Agreement
       refer to this Agreement.  The term "including" shall not  be
       construed  in  a limiting nature, but shall be construed  to
       mean   "including,  without  limitation."   Words  importing
       persons  shall  include  firms, associations,  partnerships,
       trusts,  corporations  and other legal  entities,  including
       public  bodies, as well as natural persons.  Words importing
       the singular shall include the plural and vice versa.  Words
       of   the   masculine  gender  shall  be  deemed  to  include
       correlative words of the feminine and neuter genders.
  
             (d)   This  Agreement  contains the  entire  agreement
       between   the   parties   relating   to   the   transactions
       contemplated   hereby,  and  all  prior  or  contemporaneous
       agreements,  understandings, representations and statements,
       oral  or  written,  are merged herein.  No  representations,
       warranties,  undertakings  or  promises  (whether  oral   or
       written, express or implied), can be made or have been  made
       by  Seller  or  its agents, representatives  or  brokers  to
       Purchaser  or  any  other  person  unless  expressly  stated
       herein.   No modification or amendment of this Agreement  or
       any waiver of any provision hereof shall be effective unless
       the  same  is  in writing signed by the party  against  whom
       enforcement  of such modification, amendment  or  waiver  is
       sought.
  
             (e)  This Agreement shall be governed by and construed
       in  accordance with the laws of the State of Tennessee.   If
       any  of  the provisions of this Agreement or the application
       thereof  to  any  persons  or circumstances  shall,  to  any
       extent, be deemed invalid or unenforceable, the remainder of
       this  Agreement  and the application of such  provisions  to
       persons  or  circumstances other than those as  to  whom  or
       which  it  is  held invalid or unenforceable  shall  not  be
       affected  thereby,  and every provision  of  this  Agreement
       shall  be  valid  and  enforceable  to  the  fullest  extent
       permitted by law.
  
             (f)   This  Agreement and any document  or  instrument
       executed  pursuant hereto may be executed in any  number  of
       counterparts, each of which shall be deemed an original, but
       all  of  which  together shall constitute one and  the  same
       instrument.
  
             (g)   The  submission by Seller of this  Agreement  to
       Purchaser  for examination does not constitute an  offer  by
       Seller  to  sell, or a reservation of or option to  purchase
       the  Property.  This Agreement shall not become  a  contract
       until executed and delivered by Purchaser and Seller in  the
       manner set forth herein.
  
             (h)  Purchaser shall not record this Agreement or  any
       memorandum hereof, and any such recording shall be a default
       hereunder.
  
             (i)   Prior  to  Closing, Purchaser and  Seller  shall
       jointly  prepare  and  issue  all  releases  of  information
       relating  to  the  sale of the Property, and  any  inquiries
       regarding  the  transaction  contemplated  hereby  shall  be
       responded  to only after consultation with the  other  party
       hereto.
  
             (j)  If either party institutes a legal action against
       the   other  relating  to  this  Agreement  or  any  default
       hereunder,  the  unsuccessful  party  to  such  action  will
       reimburse  the successful party for the reasonable  expenses
       of  prosecuting or defending such action, including  without
       limitation,  attorneys  fees  and  disbursements  and  court
       costs.
  
             (k)   This  Agreement  shall  not  be  construed  more
       strictly against one party than against the other merely  by
       virtue of the fact that the Agreement may have been prepared
       primarily  by  counsel  for one of  the  parties,  it  being
       recognized  that both Purchaser and Seller have  contributed
       substantially  and  materially to the  preparation  of  this
       Agreement.
  
             (l)   The Purchaser shall not have the right to assign
       its  interest  in this Agreement without the  prior  written
       consent  of the Seller.  Any assignment or transfer  of,  or
       attempt to assign or transfer, Purchaser's interest in  this
       Agreement  shall be an act of default hereunder by Purchaser
       and  subject  to  the  provisions of  Paragraph  13  hereof.
       Notwithstanding  the  foregoing, Purchaser  may  assign  its
       interest in this Agreement without the consent of Seller  to
       any  entity  affiliated  with  or  controlled  by  Purchaser
       ("Assignee"), provided that Purchaser remains liable for and
       the Assignee assumes the obligations of Purchaser hereunder.
       If  the  Assignee petitions or applies for relief under  any
       bankruptcy   laws  or  is  adjudicated  as  a  bankrupt   or
       insolvent,  or  if Assignee files any petition,  application
       for   relief  or  answer-seeking  or  acquiescing   in   any
       reorganization,   arrangement,  composition,   readjustment,
       liquidation, dissolution or similar relief for itself  under
       any  present or future federal, state or other statute, law,
       code  or  regulation relating to bankruptcy, insolvency,  or
       other   relief  for  debtors  (collectively,  a  "Bankruptcy
       Filing")  on  or  before the Closing Date,  said  Bankruptcy
       Filing shall be a default under this Agreement and Purchaser
       shall  indemnify Seller for all costs, attorney's  fees  and
       expenses of Seller resulting from Seller's efforts to obtain
       the Earnest Money as liquidated damage and to clear title to
       the  Property with respect to any encumbrance resulting from
       the Bankruptcy Filing.
  
             (m)  Notwithstanding anything contained herein to  the
       contrary,  Seller acknowledges and agrees  that  no  limited
       partner  of Purchaser, nor any trustee, director, holder  of
       any  beneficial interests, shareholder, officer or  employee
       of  Purchaser or any affiliate of Purchaser shall  have  any
       personal  liability,  directly  or  indirectly,  under  this
       Agreement,   or   under  any  certificate,   representation,
       warranty   or  other  instrument  delivered  in   connection
       herewith,  and  Seller  shall have recourse  hereunder  only
       against Purchaser's assets.  Each document to be executed by
       Purchaser at Closing shall contain a similar exculpation.
       
       IN  WITNESS WHEREOF, the parties hereto have executed  this
       Agreement as of the date first set forth above.
  
                                PURCHASER:
                                
                                PARKWAY PROPERTIES, INC.
                                
                                
                                
                                By:
                                Name:
                                Its:
                                
                                
                                SELLER:
                                
                                TENNESSEE FORUM, INC.
                                
                                
                                
                                By:
                                Name:
                                Its:
                                
                                
  Insignia  Mortgage & Investment Company ("Broker") executes  this
  Agreement   in  its  capacity  as  a  real  estate   broker   and
  acknowledges that the fee or commission ("Fee") due to  it  as  a
  result  of  the  transaction described in this Agreement  is  the
  amount  as set forth in the listing agreement between Broker  and
  Seller.   Broker also acknowledges that payment of the  aforesaid
  Fee  is  conditioned  upon the Closing and  the  receipt  of  the
  Purchase Price by the Seller.  Broker agrees to deliver a receipt
  to  the  Seller at the Closing for the Fee and a release  stating
  that  no other fees or commissions are due to Broker from  Seller
  or Purchaser.
  
                                     INSIGNIA MORTGAGE & INVESTMENT
                                     COMPANY
                                     
                                     
                                     
                                     By:
  
                          LIST OF EXHIBITS
  
  A.   Legal Description
  
  B.   Personal Property
  
  C.   Leases/Rent Roll
  
  D.   Service and Maintenance Contracts
  
  E.   Escrow Agreement
  
  F.   Copy of Title Commitment
  
  G.   Limited Warranty Deed
  
  H.   Special Warranty Bill of Sale
  
  I.   Assignment and Assumption of Intangible Property
  
  J.   Assignment and Assumption of Leases and Security Deposits
  
  K.   FIRPTA
  
  L.   Tenant Notice Letter
  
  M.   Tenant Estoppel Certificate
  
  N.   Intentionally Deleted
  
  O.   Manager's Certificate
  
  P.   Disclosures
  
  Q.   Leasing Commission Agreements
  
                     PURCHASE AND SALE AGREEMENT
  
                                among
  
                 CHARLOTTE PARK LIMITED PARTNERSHIP,
                  CEP INVESTORS LIMITED PARTNERSHIP
                                  
                                 and
  
                       PARKWAY CAROLINA, INC.
  
                          NOVEMBER 4, 1996
  
                     PURCHASE AND SALE AGREEMENT
  
       This Purchase and Sale Agreement ("Agreement") is made and
  entered into on or as of the Effective Date (as defined in
  Section 11.18), by and among CHARLOTTE PARK LIMITED PARTNERSHIP,
  a North Carolina limited partnership ("Charlotte Park"), CEP
  INVESTORS LIMITED PARTNERSHIP, a North Carolina limited
  partnership ("CEP") (Charlotte Park and CEP shall be sometimes
  collectively referred to herein as "Seller") and PARKWAY
  CAROLINA, INC., a North Carolina corporation ("Purchaser").
  
       WHEREAS, CEP is the owner of three separate parcels of land
  and a "private road" located at 4501 Charlotte Park Drive, 4651
  Charlotte Park Drive and Lot 3 of Charlotte Park Executive Center
  ("Lot 3"), Mecklenburg County, North Carolina (collectively, the
  "CEP Property"), and Charlotte Park is the owner of one parcel of
  land located at 4601 Charlotte Park Drive, Mecklenburg County,
  North Carolina described on Exhibit 1.2(a) attached hereto (the
  "Charlotte Park Property"; the CEP Property and the Charlotte
  Park Property may be collectively referred to as the "Land"); and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land consisting principally, but not exclusively, of
  office buildings known as the "4501 Building," the "4601
  Building," and the "4651 Building (collectively, the
  "Improvements"); and
  
       WHEREAS, Seller owns certain items of tangible and
  intangible personal property listed on Exhibit 1.3 attached
  hereto (collectively "Personal Property"); and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to Purchaser, and Purchaser desires to purchase and acquire from
  Seller all of Seller's right, title and interest in and to the
  Land and Improvements, including the Buildings, and the Personal
  Property pursuant to the terms and conditions set forth herein.
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants, agreements, representations and warranties
  contained in this Agreement, and intending to be legally
  obligated, Purchaser and Seller agree as follows:
  
                              ARTICLE 1
  
                          PURCHASE AND SALE
  
       1.1  Purchase and Sale.  Subject to the provisions of, and
  on the basis of the covenants, agreements, representations and
  warranties contained in this Agreement, Seller agrees to sell,
  transfer, assign and convey all of its right, title and interest
  in and to the Real Property and the Personal Property
  (collectively "Assets") to Purchaser, and Purchaser agrees to
  purchase and acquire the Assets from Seller (this "Transaction").
  
       1.2  Real Property Identified.  As used herein, the Real
  Property shall mean:
  
            (a)  Description of Land.  The real estate described in
       Exhibit 1.2(a) attached hereto.
  
            (b)  Description of Improvements.  The Improvements,
       including the 4501 Building, the 4601 Building, and the 4651
       Building, all building materials, fixtures, heating,
       ventilation and air conditioning systems, canopies,
       sidewalks, walkways, planters and landscape materials, and
       all other real property improvements owned by Seller and
       located in, on or under the Land or related to, used or
       available for use in the ownership, conduct, operation or
       maintenance of the Real Property.
  
            (c)  Rights and Appurtenances.  All and singular, the
       rights and appurtenances pertaining to the Real Property,
       including, but not limited to, any right, title and interest
       of Seller in and to adjacent streets, roads, alleys,
       easements and rights-of-way.  Provided, however, the Real
       Property specifically does not include any rights or
       appurtenances relating to the adjacent property owned by
       Seller or its affiliates.  In the event any such rights and
       appurtenances benefit both the Real Property and the
       adjacent property, Seller shall convey such an interest
       therein to the extent applicable to the Real Property to
       Purchaser so that the Real Property will continue to have
       the benefit of any such joint rights and benefits after
       Closing.
  
       1.3  Personal Property Identified.
  
            (a)  Description of Tangible Personal Property.  The
       tangible Personal Property consists of all material tangible
       personal property located on or attached to the Real
       Property and owned by Seller and used or available for use
       by Seller in the ownership, operation and/or management of
       the Real Property and in the repair, operation and
       maintenance of the Assets, including, without limitation,
       all of Seller's right, title and interest in all equipment,
       tools, machinery, furniture, furnishings, office and other
       supplies, inventories, spare parts and other tangible
       personal property located on or attached to the Real
       Property.  The tangible Personal Property specifically
       includes all tangible personal property located in any
       management office at the real property owned or leased by
       Seller.  The tangible Personal Property is generally
       described on Exhibit 1.3 attached hereto.
  
            (b)  Description of Intangible Personal Property.  The
       intangible Personal Property consists of all material
       intangible personal property owned by Seller and used by
       Seller in connection with the operation and/or management of
       the Real Property and in the repair, operation and
       maintenance of the Assets and includes, without limitation,
       (i) all assignable guarantees and warranties (including
       those pertaining to construction of the Improvements, if
       any); (ii) all assignable licenses and other permits
       relating to the Assets or the operation thereof; (iii) all
       assignable contracts, agreements and contract rights; (iv)
       rights, if any, to use the name Charlotte Park Executive
       Center on a non-exclusive basis with Seller for itself and
       its successors and assigns reserving the right to use the
       name in connection with the use and development of Seller's
       adjoining property; and (v) all leases, tenancies and rental
       agreements or arrangements (collectively "Leases") with
       tenants, and security, damage and other deposits and
       payments which have been collected by Seller with respect to
       the Leases and not retained by Seller in accordance with the
       terms of the Leases (collectively "Deposits").
  
                              ARTICLE 2
  
                           PURCHASE PRICE
  
       2.1  Escrow Deposit.  Purchaser shall within two (2)
  business days following the Effective Date deliver to First
  American Title Insurance Company ("Title Company") the sum of ONE
  HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00)
  ("Escrow Deposit") in lawful funds of the United States of
  America.  If Purchaser elects in writing not to proceed with this
  transaction prior to the conclusion of the Inspection Period or
  elects to terminate this Agreement pursuant to the express
  provisions hereof, then Title Company shall refund to Purchaser
  the Escrow Deposit and all interest accrued thereon.  If
  Purchaser shall fail to terminate this transaction at the
  conclusion of the Inspection Period, the Escrow Deposit and all
  interest thereon, shall become non-refundable to Purchaser
  (except as otherwise provided herein) but shall be credited
  toward the Purchase Price upon Closing.  Title Company is hereby
  instructed to invest the Escrow Deposit in an FDIC insured high
  yield interest bearing account in the name of Purchaser.
  Purchaser's taxpayer identification number is 62-1655337.
  Purchaser and Seller hereby acknowledge and agree that all
  accrued interest on the deposit shall be credited to Purchaser,
  provided, however, in the event that this transaction does not
  close due to an event of default by Purchaser and through no
  event of default of Seller unless Seller's performance is excused
  due to a prior default of Purchaser, the Escrow Deposit and all
  accrued interest thereon shall be delivered to Seller as
  hereinafter set forth.
  
       2.2  Purchase Price.  Seller agrees to sell, and Purchaser
  agrees to purchase, the Assets for a total purchase price equal
  to FOURTEEN MILLION EIGHT HUNDRED THOUSAND NO/100 DOLLARS
  ($14,800,000.00) ("Purchase Price"), plus or minus prorations and
  other adjustments provided by this Agreement, upon and in
  accordance with the terms and conditions of this Agreement
  ("Transaction").  The Purchase Price shall be allocated as
  follows: (a) $5,923,885 to the 4501 Building; (b) $3,914,388 to
  the 4601 Building; (c) $4,415,727 to the 4651 Building; and (d)
  $250,000 to Lot 3.
  
       2.3  Balance of Purchase Price.  The Purchase Price (of
  which the Escrow Deposit may be a part), plus or minus
  prorations, shall be paid in immediately available funds to
  Seller on the Closing Date.
  
       2.4  Independent Consideration.  Seller has received a check
  from Purchaser in the amount of One Hundred and No/100 Dollars
  ($100.00), (the "Independent Contract Consideration"), which
  amount Seller and Purchaser acknowledge and agree has been
  bargained for and agreed to for Seller's execution and delivery
  of this Agreement.  At Closing (defined below) the Independent
  Contract Consideration shall be applied to the Purchase Price.
  In the event this Agreement is terminated for any reason, Seller
  shall be entitled to retain the Independent Contract
  Consideration.
  
                              ARTICLE 3
  
                           ESCROW; CLOSING
  
       3.1  Escrow Agent.  Title Company is authorized and
  instructed to act as escrow agent pursuant to the terms of this
  Agreement.  By execution of the acknowledgment attached hereto,
  Title Company acknowledges receipt of the Escrow Deposit.
  Purchaser and Seller shall execute any additional escrow
  instructions reasonably required by Title Company to complete the
  transactions provided for herein provided that such instructions
  are not inconsistent with the terms of this Agreement.
  
       3.2  Closing.  Closing shall be on such date and at such
  place as Seller shall designate  by at least twenty-five (25)
  days prior notice to Purchaser or as Seller and Purchaser may
  otherwise mutually determine (hereafter referred to as "Closing
  Date" or "Closing") provided, however, in no event shall the
  Closing Date be less than fifteen (15) calendar days after the
  end of the Inspection Period, nor later than ninety (90) days
  after the end of the Inspection Period, unless such date is
  extended by the mutual agreement of Seller and Purchaser.
  
       3.3  Closing Costs.
  
            (a)  Seller's Payments.  Seller shall pay the cost and
       expenses, if any, of (i) the survey; (ii) the title search
       and title insurance commitment; (iii) the fees for recording
       the deed conveying the Real Property; (iv) any other
       transfer tax, documentary stamp tax or similar tax which
       becomes payable by reason of the transfer of the Assets; (v)
       one-half of any escrow fees charged by Title Company; and
       (vi) recording of the Declaration of Covenants, Conditions
       and Restrictions referenced in Section (j).
  
            (b)  Purchaser's Payments.  Purchaser shall pay (i) the
       premium of the owner's and/or mortgagee extended coverage
       title policy and the cost of any endorsements as Purchaser
       may obtain; and (ii) one-half of any escrow fees charged by
       Title Company.
  
            (c)  Other Costs.  Each party will pay all its own
       expenses incurred in connection with this Agreement and the
       transactions contemplated hereby, including, without
       limitation (i) all costs and expenses stated herein to be
       borne by a party, and (ii) all of their respective
       consulting, accounting, legal and appraisal fees.
  
       3.4  Prorations.  The following prorations shall be made
  effective as of the Closing Date and, to the extent possible,
  shall be made tentatively at Closing:
  
            (a)  Proration Date.  All prorations shall be made as
       of 12:01 a.m., according to the time zone in which the
       Assets are located, on the Closing Date, as if Purchaser
       were vested with title to the Assets during the entire
       Closing Date.
  
            (b)  Rents.  All rents under the Leases for the month
       in which Closing occurs which are actually received by
       Seller shall be prorated as of the Closing Date.  All
       advance payments of rents, other than for the month in which
       Closing occurs, and all Deposits shall be paid by Seller to
       the Purchaser at Closing.  Delinquent rents and additional
       rents owed for the month during which Closing occurs (for
       the pro rata period of Seller's ownership of such Property)
       or prior to the month during which the Closing takes place
       shall remain the property of Seller, and Purchaser shall use
       reasonable efforts (not to include commencing any eviction
       action or other litigation to collect such delinquency) to
       collect such delinquent rents and additional rents for the
       benefit of Seller and shall cooperate with Seller in the
       collection of any such delinquent rents and additional
       rents.  Seller shall retain the right to pursue all remedies
       (excluding eviction of tenants) against tenants from whom
       Purchaser is unable to collect such delinquent rents and
       additional rents despite diligent efforts.  All rent
       received by Purchaser after the Closing Date shall be
       applied first to current rentals and then to delinquent
       rentals, if any, in the inverse order of maturity.
  
            (c)  Taxes.  Ad Valorem and personal property taxes and
       assessments against the Assets for the year of Closing shall
       be prorated between Seller and Purchaser as of the Closing
       Date.  If actual taxes are unknown, they shall be prorated
       based upon the best available information from the local
       taxing authority.  To the extent that the actual taxes for
       the current year differ from the amounts so apportioned at
       Closing, Seller and Purchaser shall make all necessary
       adjustments by appropriate payments between themselves
       following Closing.
  
            (d)  Utilities.  Charges for utilities serving the
       Assets shall be determined as of the day preceding the
       Closing Date, and Seller shall pay the amount of the utility
       charges to such date to the utility companies involved or to
       Purchaser in the event Purchaser is responsible for the
       payment of such utility charges.  All utility deposits of
       Seller shall belong to Seller.
  
            (e)  Contract Charges.  Charges with respect to
       Contracts transferred and assigned to Purchaser shall be
       prorated as of the Closing Date.  Payments for obligations
       under leases of tangible Personal Property transferred and
       assigned to Purchaser will be prorated as of the Closing
       Date.  To the extent not reflected in the closing statements
       evidencing the transaction contemplated by this Agreement,
       Purchaser and Seller agree to adjust between themselves
       outside of Closing any amounts which are the responsibility
       of the other party pursuant to this subsection.
  
            (f)  Operating Expenses.  Except as otherwise provided
       herein, any and all expenses and payables relating to the
       operation, management or ownership of the Assets arising or
       accruing prior to the Closing Date in the ordinary course of
       business are the responsibility of the Seller and will be
       paid by Seller promptly upon receipt of billing therefor.
  
            (g)  Leasing Commissions.  Seller shall be responsible
       for paying the costs associated with any lease executed by
       Seller prior to the expiration of the Inspection Period
       unless Purchaser approves such lease in writing, in which
       event upon Closing, Purchaser shall be responsible for such
       costs and Seller shall receive a credit at Closing for any
       such costs previously paid by Seller.  Unless Purchaser does
       not acquire the Property, Purchaser shall be responsible for
       paying the costs associated with all leases executed after
       the end of the Inspection Period which have been approved by
       Purchaser and Seller shall receive a credit at Closing for
       any such costs previously paid by Seller.  If, for any
       reason, Purchaser does not purchase the Assets, Purchaser
       shall not be responsible or liable to any entity with
       respect to any such costs or leasing commissions.
  
       All prorations, credits and other apportionments shall be
  allocated separately between the CEP Property and the Charlotte
  Park Property.  The agreements with respect to prorations in this
  Section  shall survive Closing.  Final settlement of all prorated
  items, except real estate taxes if not possible and delinquent
  rentals if collected, shall occur on or before 90 days after the
  Closing Date, or on the next business day if the 90th day is a
  Saturday, Sunday or legal holiday.  Contractual and tort
  liabilities accruing, or relating to events that occurred, prior
  to the Closing Date shall be the responsibility of Seller.
  
                              ARTICLE 4
  
                            TITLE MATTERS
  
       4.1  Title Report/Commitment for Title Insurance.  Seller
  hereby instructs Title Company to prepare and deliver to
  Purchaser, Seller and the surveyor described below, at Seller's
  expense, as soon as possible after the Effective Date a title
  commitment issued by First American Title Insurance Company (the
  "Title Commitment") covering the Real Property, showing all
  matters affecting title to the Real Property and binding Title
  Company to issue to Purchaser at Closing an owner's policy of
  title insurance on an ALTA (1970 form) Extended Form of policy in
  the full amount of the Purchase Price pursuant to Section 4.4
  hereof.  Seller and Purchaser further instruct Title Company to
  deliver to such parties copies of all instruments referenced in
  Schedule B, Section II of the Title Commitment.
  
       4.2  Survey.  As soon as possible after the Effective Date,
  Seller shall, at its expense, order a survey or an update to a
  survey to be delivered to Purchaser and Title Company.  Such
  survey shall be a currently dated ALTA/ASCM land title survey of
  the Land and of the Improvements situated thereon (the "Survey"),
  prepared by a surveyor licensed by the State of North Carolina
  and  certified to Purchaser and Title Company by such surveyors
  in conformity to the Certificate attached hereto as Exhibit
  4.2(a).  In addition to the requirements set forth in attached
  Exhibit 4.2(b), the Survey shall reflect the total area of the
  Real Property, the location of all improvements, recorded
  easements and encroachments, if any, located thereon and all
  building and set back lines and other matters of record with
  respect thereto.  Said Survey shall also certify that the Land is
  not in an area identified by FEMA as having special flood or
  mudslide hazards which require flood insurance under the Flood
  Insurance Act of 1968.  Seller shall provide at Closing a
  certificate to Purchaser and Title Company if requested, that
  there have been no improvements made to the Real Property since
  the date of the Survey which would materially alter the
  depictions on the Survey.
  
       4.3  Title Defects.  Within ten (10) business days after
  receipt of the later of the Title Commitments and the Survey but
  in no event later than five (5) days prior to the expiration of
  the Inspection Period, Purchaser shall notify Seller of any title
  matters to which Purchaser objects (the "Title Defects")
  ("Purchaser's Notice").  Any matter disclosed in a Title
  Commitment or Survey and not objected to by Purchaser or
  subsequently waived by Purchaser shall be deemed a permitted
  exception  ("Permitted Exception").  Seller shall notify
  Purchaser of Seller's decision not to cure any Title Defect
  within five (5) days after receipt of Purchaser's Notice.
  Seller's failure to respond shall be deemed a decision by Seller
  not to cure any Title Defect.   Within ten days of Seller's
  election not to cure certain Title Defects, Purchaser may elect
  to waive such Title Defects or terminate this Agreement in which
  event Purchaser shall receive a return of the Escrow Deposit and
  all interest accrued thereon.  Purchaser's failure to respond
  shall be deemed a decision by Purchaser to waive the Title
  Defects to which Seller decides not to cure.  If the Title
  Defects, that Seller elected to cure, are not cured by Seller or
  waived by Purchaser  on or before the Closing Date then Purchaser
  may (i) elect to waive the uncured Title Defects, or (ii)
  terminate this Agreement in which event Purchaser shall receive a
  return of the Escrow Deposit and all interest accrued thereon.
  
       4.4  Title Insurance.  At Closing, Seller and Purchaser
  shall instruct Title Company to issue a final update to the Title
  Commitment in which the "GAP" exception has been deleted, binding
  Title Company to issue to Purchaser an owner policy of title
  insurance (the "Title Policy") covering the Real Property in the
  full amount of the Purchase Price.  The Title Policy shall be an
  ALTA Form 1970-B owner's policy of Extended Coverage title
  insurance containing such endorsements as may be reasonably
  requested by Purchaser and agreed to by Title Company subject
  only to: (a) current non-delinquent real estate taxes and
  assessments; (b) matters set forth in the Title Commitment and
  approved or waived by Purchaser; (c) any other matters approved
  in writing by Purchaser; (d) title exceptions caused by acts or
  omissions of Purchaser; and (e) matters excepted or excluded from
  coverage by the printed terms of the title insurance policy
  standard form (except for survey (if requested by Purchaser) and
  mechanics and materialmen's lien exceptions which shall be
  deleted).  Purchaser shall use reasonable efforts to reach
  agreement with Title Company regarding any applicable
  endorsements during the Inspection Period.
  
                              ARTICLE 5
  
                        INFORMATION SCHEDULES
  
       5.1  Information Schedules.  Seller has delivered or caused
  to be delivered to Purchaser, and Purchaser hereby acknowledges
  receipt and delivery thereof, copies of all schedules and
  documents referred to in this Agreement ("Information
  Schedules"), including the following schedules and other
  information described below:
  
            (a)  Rent Roll.  A complete list and description ("Rent
       Roll Schedule"), and true and complete copies, of all
       Leases.
  
            (b)  Contracts.  An itemized schedule ("Contracts
       Schedule") of all written and oral service, maintenance,
       management and other agreements, equipment or appliance
       leases, non-governmental franchises, contracts and
       arrangements relating or pertaining to the Assets
       (collectively "Contracts").  Unless Purchaser makes written
       request to cancel any Contract contained in the Contracts
       Schedule prior to the end of the Inspection Period, the
       Contracts contained in the Contracts Schedule shall be
       transferred and assigned by Seller to Purchaser at Closing,
       to the extent assignable.
  
            (c)  Personal Property.  A materially true and complete
       schedule and description ("Personal Property Schedule") of
       all material tangible Personal Property.
  
            (d)  Permits.  A list ("Permits Schedule") of all
       current franchises, business or other licenses, bonds,
       permits, certificates, authorizations and other evidences of
       consent, approval, authorization or permission relating to
       or affecting the Assets (collectively "Permits") of or from
       any person, including any governmental authority, held by
       Seller including any pending applications, but only to the
       extent that Purchaser may obtain or derive a benefit from
       such Permits after Closing.  In lieu of providing a detailed
       Permits Schedule, Seller may provide to Purchaser copies of
       all Permits in its possession or control.
  
            (e)  Warranties.  A list and description ("Warranty
       Schedule") of all material third party bonds, warranties and
       guaranties, including any warranties relating to equipment,
       structures, roof, landscaping, parking lot or parking lot
       surfaces, if any, which are in effect with respect to or
       which benefit any portion of the Assets.
  
            (f)  Operating Statements.  Materially true and
       complete copies of all operating statements for the Assets
       for the last two calendar years and for each calendar month
       of 1996 through the month ending September 30.
  
            (g)  Prior Studies.  True and complete copies of any
       prior third party studies and reports, in the possession of
       Seller or to Seller's actual knowledge, in the possession of
       Seller's agents, affiliates or management companies relating
       in any manner to the environmental, structural, mechanical,
       or engineering status of any portion of the Assets.
  
            (h)  Plans.  Copies of all construction plans, diagrams
       and schematics of the Real Property and Improvements in
       Seller's possession or control made available to Purchaser
       at the Assets' location.
  
                              ARTICLE 6
  
                             INSPECTION
  
       6.1  Inspection Period.  During the period beginning upon
  the Effective Date and ending at 5:00 p.m., local time, on the
  thirtieth (30th) day after the Effective Date, but in no event
  later than December 3, 1996 (such period of time hereinafter
  referred to as the "Inspection Period"), Purchaser and/or its
  attorneys, consultants or employees ("Authorized
  Representatives") shall have the right to: (i) make a physical
  inspection of the Assets subject to the rights of tenants, (ii)
  examine the financial and operating books and records relating to
  the Assets maintained by or for the benefit of Seller, (iii)
  interview tenants of the Property, and (iv) conduct such non-
  destructive physical engineering, feasibility and other studies
  and tests on or of the Assets as Purchaser considers to be
  appropriate.  Purchaser and/or Purchaser's Authorized
  Representatives may also copy any documents referred to or
  described in the Information Schedules but not required to be
  provided to Purchaser as part of any such schedule.
  Notwithstanding the foregoing, Purchaser shall not be permitted
  to interfere unreasonably with Seller's operations at the
  Property or interfere with any tenant's operations at the
  Property, and the scheduling of any inspections, interviews,
  and/or testing shall take into account the timing and
  availability of access to tenant's premises, subject to and in
  accordance with tenants' rights under the Leases or as tenants
  may otherwise agree.  Purchaser shall at all times conduct such
  due diligence in  compliance with applicable laws and the terms
  of any leases of the Property, and in a manner so as to not cause
  undue damage, loss, cost or expense to Seller, the Property or
  the tenants of the Property, and Purchaser shall promptly restore
  the Property to its condition immediately preceding such
  inspections and examinations and shall keep the Property free and
  clear of any mechanic's liens or materialmen's liens in
  connection with such inspections and investigations.  Seller
  shall have the right, at its option, to cause a representative of
  Seller to be present at all such inspections, reviews and
  examinations.  Purchaser shall keep all information or data
  received or discovered in connection with such due diligence
  strictly confidential.  Purchaser shall indemnify, protect,
  defend and hold Seller harmless from and against any obligation,
  liability, claim (including any claim for damage to property or
  injury to or death of any persons), lien or encumbrance, loss,
  damage, cost or expense, including attorney's fees, in any way
  caused by the inspections or examinations of the Property by
  Purchaser or its agents or contractors.  The foregoing
  indemnification shall survive the Closing or the termination of
  this Agreement.
  
       6.2  Right of Termination.  Notwithstanding anything in this
  Agreement to the contrary, Purchaser shall have the right, for
  any reason in Purchaser's sole and absolute discretion, to
  terminate this Agreement by written notice to Seller on or before
  the expiration of the Inspection Period and Title Company shall
  immediately refund to Purchaser the Escrow Deposit and any
  interest thereon.  In the event the transaction does not close
  for any reason other than a default by Seller, Purchaser shall
  deliver to Seller all materials, studies or documents received
  from third parties or Seller relating to the Assets.
  
                              ARTICLE 7
  
                   REPRESENTATIONS AND WARRANTIES
  
       7.1  Purchaser's Representations and Warranties.  Purchaser
  makes the following representations and warranties, as of the
  date of execution of this Agreement, which shall survive Closing
  and conveyance of the Assets to Purchaser:
  
            (a)  Authority.  Purchaser is a North Carolina
       corporation, duly formed, organized, existing and in good
       standing under the laws of the State of North Carolina;
       Purchaser has full legal right, power and authority to
       execute and fully perform its obligations under this
       Agreement, without the need for any further action under its
       governing instruments; and the persons executing this
       Agreement and the other documents required hereunder are the
       duly designated officers of Purchaser and are authorized to
       do so.
  
            (b)  Inspection.  Purchaser has made, or will make
       prior to expiration of the Inspection Period, an independent
       investigation, to the extent Purchaser deems necessary or
       appropriate, concerning the physical condition, value,
       development, use, marketability, feasibility and suitability
       of the Assets, including, without limitation, land use,
       zoning and other governmental restrictions.
  
            (c)  No Other Seller Representations.  Except as
       expressly set forth herein, Purchaser acknowledges that no
       representations or warranties, express or implied, have been
       made by Seller or Seller's representatives.
  
            (d) "AS IS, WHERE IS".  PURCHASER HEREBY EXPRESSLY
       ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL
       INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED
       NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO
       EVALUATE THE PURCHASE OF THE PROPERTY.  PURCHASER REPRESENTS
       THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND
       OFFICE DEVELOPMENTS AND THAT, EXCEPT AS SET FORTH IN SECTION
       , IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF
       PURCHASER'S CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR
       WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
       PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND
       ENVIRONMENTAL CONDITIONS THEREOF.  PURCHASER FURTHER
       ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE
       PROPERTY ON AN "AS IS, WHERE IS" BASIS WITHOUT
       REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE SET FORTH
       HEREIN AND IN THE DOCUMENTS OF TRANSFER RELATING TO THIS
       TRANSACTION.
  
       7.2  Seller's Representations and Warranties.  Each of the
  parties comprising Seller severally makes the following
  representations and warranties as of the date of execution of
  this Agreement, which shall survive conveyance of the Assets to
  Purchaser:
  
            (a)  Authority.  CEP is a North Carolina limited
       partnership, duly formed, organized, existing and in good
       standing under the laws of the State of North Carolina.  CEP
       has full legal right, power and authority to execute and
       fully perform its obligations under this Agreement, without
       the need for any further action under its governing
       instruments; and the persons executing this Agreement and
       the other documents required hereunder are the duly
       designated officers of CEP and are authorized to do so.
  
            (b)  Authority.  Charlotte Park is a North Carolina
       limited partnership, duly formed, organized, existing and in
       good standing under the laws of the State of North Carolina.
       Charlotte Park has full legal right, power and authority to
       execute and fully perform its obligations under this
       Agreement, without the need for any further action under its
       governing instruments; and the persons executing this
       Agreement and the other documents required hereunder are the
       duly designated officers of Charlotte Park and are
       authorized to do so.
  
            (c)  Marketable Title.  At the Effective Date and as of
       Closing, Seller will own the Personal Property free and
       clear of all liens, claims, encumbrances, and rights of
       others, except the leased or financed equipment disclosed
       pursuant to Exhibit 1.3, and will convey same to Purchaser.
       Seller is not a party to any contract agreement, or
       commitment to sell, convey, assign, transfer or otherwise
       dispose of any portion or portions of the Assets.
  
            (d)  Liabilities.  Except as created by this Agreement
       or disclosed in the Information Schedules or the documents
       referenced therein, there are no contractual obligations or
       to Seller's actual knowledge, any other liabilities of any
       type which might, with notice, passage of time or both, have
       a material adverse effect on the Assets.
  
            (e)  Contracts.  Except as may be delivered to
       Purchaser during the Inspection Period, there are no other
       management, maintenance, service or other contracts relating
       to the Assets.  If Purchaser requests during the Inspection
       Period, any such existing contracts will be terminated at
       Closing, or, in the case of Charlotte Executive Secretarial
       Services as soon thereafter as permitted.
  
            (f)  No Undisclosed Matters.  To Seller's actual
       knowledge, there are no unsatisfied written requests for
       material repairs, restorations or improvements from any
       insurance carrier or governmental authority.  Seller has not
       received any written notice from any insurer of any defects
       or inadequacies in any part of the Assets which would
       adversely affect its insurability, or written notice of any
       claims of any governmental agency to the effect that the
       construction, operation or use of any of the Assets is in
       violation of any applicable law, ordinance, rule, regulation
       or order.
  
            (g)  No Defaults.  Seller is not in default in respect
       of any of its material obligations or liabilities pertaining
       to the Assets (including, but not limited to, such
       obligations and liabilities under the Contracts or Leases).
       To Seller's actual knowledge, no present dispute or fact
       exists which might with notice, passage of time or both,
       give rise to a dispute under any Contracts or Leases.
  
            (h)  Litigation.  There is no litigation of a material
       nature pending or to Seller's actual knowledge, threatened
       against Seller or the Assets which relates to, or if decided
       adversely, could have a material adverse effect upon, the
       Assets (including condemnation or similar proceeding).
  
            (i)  Environmental Matters.  For the purpose of this
       Agreement, the term "Hazardous Materials" shall mean (i)
       each and every substance included within the term "hazardous
       substance" or "hazardous waste" as defined in any one or
       more of the Comprehensive Environmental Response,
       Compensation, and Liability Act of 1980, 42 U.S.C.A. Section
       9601 et seq. (as heretofore amended), the Hazardous
       Materials Transportation Act of 1975, 49 U.S.C.A. Section
       1801 et seq. (as heretofore amended), the Resource
       Conservation and Recovery Act of 1976, 42 U.S.C.A. Section
       6901 et seq. (as heretofore amended) and any other federal,
       state or local environmental laws or regulations now or
       hereafter enacted; (ii) all substances to which the rules
       and regulations promulgated by any Federal or state agency
       pursuant to any one or more of said statutes applies; and
       (iii) any and all petroleum products and petroleum
       derivatives.  Seller represents unto Purchaser that the
       following  matters are true as of the date of execution of
       this Agreement by Seller, and shall survive Closing and not
       merge into any documents delivered at Closing:
  
                 (i)  Seller has no notice or actual knowledge of
            any (i) currently existing violations of federal,
            state, county or municipal environmental laws in
            respect to the Assets, or (ii) past, pending or
            threatened administrative or judicial litigation or
            other legal proceedings including, without limitation,
            any enforcement proceeding under any federal, state,
            county or municipal statute, ordinance, rule or
            regulation concerning Hazardous Materials, relating to
            the Assets, or of any settlement thereof; and
  
                 (ii)  to Seller's actual knowledge, there are no
            underground storage tanks ("USTs") located on or below
            the Land.
  
            (j)  Certification of Rent Roll.  No person has any
       title, interest or right to possession of any portion of the
       Real Property as a lessee, tenant or concessionaire of
       Seller except as shown on the Rent Roll Schedule or
       Contracts Schedule.  Except as disclosed in writing to
       Purchaser, the Rent Roll Schedule lists all Leases,
       amendments and modifications thereof.  Seller is not, and to
       Seller's actual knowledge no tenant is, in default in the
       performance of or under any such Lease in any material
       respect except as otherwise disclosed.  The Rent Roll
       Schedule states all Deposits, prepaid rents and other
       deposits or prepayments for each Lease.  No tenant is
       entitled to any rebate, concession, special allowance or
       other benefits, except as stated in the Leases.  To Seller's
       actual knowledge, no tenant has any counterclaim, defense or
       offset to any action for collection of rents or other
       amounts accruing after the Closing Date under any Lease.
       The rents and other sums due or to become due under each
       Lease have not been and will not be assigned, encumbered or
       subjected to any liens by Seller, except to lenders whose
       liens shall be assigned or released at Closing.  Except as
       disclosed in the Rent Roll Schedule, there has been no
       waiver of Seller's rights under or modification of any Lease
       or other documents executed by tenants in connection with
       the Leases which could have a material adverse affect
       thereon. Seller has paid in full all leasing or similar
       commissions or payment obligations, if any, relating to any
       Lease.
  
            (k)  Operating Statements.  To Seller's actual
       knowledge, the Operating Statements prepared by the
       management agent are true, accurate and complete in all
       material respects and present fairly the results of
       operations for the periods indicated.
  
            (l)  Use of Property.  To Seller's actual knowledge,
       (i) no governmental, public or private authority intends or
       desires to appropriate the use of or limit the use of any of
       the Property pursuant to any condemnation, eminent domain or
       similar proceeding; (ii) no fact or condition exists which
       will result in the termination of the Property's current
       access to and from existing streets and utilities.
  
            (m)  Documentation.  To Seller's actual knowledge, all
       documents which shall be delivered to Purchaser by or on
       behalf of Seller under this Agreement shall be complete in
       all material respects, including, without limitation, the
       Information Schedules.
  
            (n)  FIRPTA.  Seller is not a "foreign person"
       (asdefined in the Internal Revenue Code and Income Tax
       Regulations).  The provisions of the Foreign Investment in
       Real Property Tax Act of 1980, as amended, are not
       applicable to the Transaction.
  
       7.3  Knowledge as a Defense.  Seller shall have no liability
  with respect to a breach of the covenants,  representations and
  warranties of Seller set forth in this Article 7 or elsewhere in
  this Agreement or any documents delivered pursuant hereto to the
  extent that Purchaser proceeds with the closing of the
  transaction contemplated with actual knowledge of such breach or
  such breach was otherwise disclosed in the Information Schedules.
  
       7.4  Certain Limitations.  Notwithstanding anything to the
  contrary in this Agreement and without limitation upon the
  limitations elsewhere in this Agreement but subject to the
  provisions of Section ; under no circumstances, other than any
  acts or omissions of Seller constituting wilful misconduct or
  fraud shall Seller be liable to Purchaser on account of this
  Agreement, any covenant, representation, warranty, or
  indemnification obligation herein, any document executed in
  connection with this Agreement or any transaction or matter
  contemplated hereby, in an aggregate amount in excess of Eight
  Hundred Thousand Dollars ($800,000).  In the event of a breach of
  this Agreement by Seller, Purchaser shall not be entitled to
  recover  damages in excess of such amount.  Provided, however, no
  limitation contained herein shall have any effect or limitation
  on Purchaser's rights or recoveries in the event of acts or
  omissions based upon Seller's willful misconduct or fraud.
  
       Prior to any distribution by Seller of any portion of the
  net proceeds of this Transaction to its partners or otherwise,
  Seller shall place $800,000 in escrow for a period of twelve (12)
  months following Closing as security for any potential
  liabilities or obligations of Seller to Purchaser hereunder.  The
  location and terms of the escrow shall be subject to Purchaser's
  prior approval, which shall not be unreasonably withheld,
  conditioned or delayed.  The foregoing does not apply to any
  distributions by Seller in connection with a like-kind exchange
  as contemplated by Article 10 hereof.
  
       None of Seller's partner's shall individually have any
  personal liability of any kind or nature with respect to this
  Transaction in excess of the net proceeds, if any, that any such
  partner may receive as a result of this Transaction; provided,
  however, this exculpation provision shall have no effect or
  limitation on Purchaser's rights or recoveries in the event of
  acts or omissions based upon any such partner's willful
  misconduct or fraud.
  
       7.5  Knowledge Standard.  As used in this Agreement, "the
  Seller's actual knowledge" or "to Seller's knowledge" or any
  similar phrase, shall mean the actual knowledge of John B.
  Detwiler; provided, however, that nothing in this Agreement shall
  be deemed to create or impose any personal liability of any kind
  on John B. Detwiler.
  
       7.6  Covenants of Seller.  Each of the parties comprising
  Seller severally covenants and agrees with Purchaser as follows:
  
            (a)  Access.  Subject to the terms and conditions of
       Section 6.1, during normal business hours prior to Closing,
       Seller agrees to give to Purchaser and its agents and
       representatives reasonable access to the Assets and the
       books and records directly relating to the ownership,
       management, maintenance and operation of the Assets, and all
       documents directly pertaining to the Assets that are in the
       possession of Seller, or any of Seller's agents or
       representatives.  Prior to Closing, Seller will furnish
       Purchaser with such additional financial and operating data
       and other information reasonably available to Seller as may
       be reasonably necessary for Purchaser to thoroughly evaluate
       the Assets.
            (b)  Additional Audits.  Purchaser shall have, in
       addition to any inspection or audit rights contained
       elsewhere in this Agreement, the right to conduct a full
       audit of the books and records of Seller relating to the
       operations and financial results of the Property, in such
       form and at such time, including up to 270 days after
       Closing, as Purchaser may reasonably determine is necessary
       to comply with applicable securities laws requirements,
       including, without limitation, Regulation  210.3-14
       promulgated under the Securities Exchange Act of 1934, as
       amended.  All costs incurred as a result of a Purchaser's
       undertaking such audit shall be borne exclusively by
       Purchaser;  however, Seller shall make available such books,
       records and materials as may be reasonably requested by
       Purchaser or its accountants in order to conduct such audit.
       All such audit activities shall be conducted at Seller's
       place of business in a commercially reasonable fashion
       during normal business hours and upon five (5) days prior
       notice from Purchaser to Seller.
  
            (c)  No Material Changes.  Prior to Closing, Seller
       shall:  (i) not cancel or permit cancellation of any hazard
       or liability insurance carried with respect to the Assets;
       (ii) remedy all material violations of laws, ordinances,
       orders or requirements relating to the Assets which are not
       caused by Purchaser and of which Seller has received actual
       notice and provide Purchaser with evidence of curing of same
       (provided that Seller shall not be required to expend more
       than $10,000, in the aggregate, with respect to such
       matters); and (iii) operate the Property on a basis
       consistent with historical operations including, without
       limitation, undertaking all reasonably  required ordinary
       maintenance and repair of the Property.  Prior to Closing,
       Seller also will not, without the prior written consent of
       Purchaser, (i) sell, transfer or dispose or become obligated
       to sell, transfer or dispose of any of the Assets, except
       for the use and consumption of inventory, office and other
       supplies and spare parts, and the replacement of worn out,
       obsolete and defective tools, equipment and appliances, in
       the ordinary course of the business, (ii) after the
       expiration of the Inspection Period except as specifically
       permitted by this Agreement, enter into any transaction, or
       make any commitment with respect to the Assets other than in
       the ordinary course of the business, (iii) amend, renew,
       extend, modify or terminate any Contract, Permit or Lease
       except as contemplated by this Agreement or except in the
       ordinary course of business.  Subject to Section (i) below
       regarding Seller's continued leasing obligations, prior to
       Closing, Seller shall operate and maintain the Assets in
       substantially the same manner and condition as Seller has
       operated and maintained the Assets immediately prior to the
       Effective Date.  Seller will perform current or routine
       maintenance and repairs in the ordinary course of business
       of or to the Assets as may be required or reasonably
       appropriate to operate and maintain the Assets other than
       tenant improvements relating to new leases.  Provided,
       however, that Seller shall not be obligated to make a
       capital expenditure in excess of $15,000 and in the event
       Seller elects not to make an expenditure greater than said
       amount, then Purchaser may terminate this Agreement and
       receive a return of the Escrow Deposit and all interest
       thereon.  After expiration of the Inspection Period, Seller
       shall be required to gain Purchaser's written approval of
       any new or modified contract or agreement which will affect
       the operation of the Property.
  
            (d)  Consents.  Seller and Purchaser shall each
       promptly file or submit and diligently prosecute any and all
       applications or notices with federal, state and/or local
       authorities and all other requests with any private persons
       or entities for consents, approvals, authorizations and
       permissions which are reasonably considered necessary or
       appropriate the other party for the consummation of the
       Transaction or to prevent the termination of any Lease,
       Contract or Permit, or any loss or disadvantage to the
       Assets.
  
            (e)  Payments.  Seller will cause to be paid when due
       or shall be responsible for all taxes, license fees, trade
       accounts and costs and expenses of operation and maintenance
       of the Assets incurred through the Closing Date, except
       amounts subject to proration under Section .
  
            (f)  Cooperation.  Seller will reasonably assist and
       cooperate with any environmental evaluation, study or audit
       of the Real Property or the Personal Property prepared by,
       for or at the request of Purchaser.
  
            (g)  Notification of Subsequent Events.  Prior to
       Closing, Seller shall notify Purchaser of any written notice
       received by Seller of any material adverse change in or to
       the Assets including, without limitation, any notice
       relating to any insurance contract or policy now held or
       owned by Seller to cancel or materially increase any
       premiums relating thereto.
  
            (h)  Estoppel Certificates.  Ten days before the
       scheduled Closing Date, Seller shall have delivered
       currently dated (no earlier than twenty-five (25) days prior
       to the scheduled Closing Date) estoppel certificates in
       material conformance with the form attached hereto as
       Exhibit 7.6(1) (except that the failure of tenant(s) to
       agree to the provisions following "from and after the date
       that Parkway acquires title to the Property" shall not
       constitute material non-conformance) from each Tenant
       referenced on the Rent Roll or a Seller's estoppel
       certificate in the form attached hereto as Exhibit 7.6(2)
       for each tenant not providing an estoppel certificate.
       Seller and Purchaser acknowledge that the tenant
       Computerland does not occupy its space and the occupancy
       provision shall be excluded from the form estoppel
       certificate for this tenant.  Seller and Purchaser shall use
       reasonable efforts to obtain a Subordination Non-Disturbance
       Agreement ("SD&A") in the form attached hereto as Exhibit
       7.6(3) from each Tenant occupying 10% or more of the net
       rentable area of the applicable Building.  Seller and
       Purchaser shall use reasonable efforts to negotiate the
       final form of any SD&A with the applicable tenant and lender
       during the Inspection Period.  In the event Seller and
       Purchaser mutually agree to obtain tenant estoppel
       certificates during the Inspection Period, Seller and
       Purchaser shall use reasonable efforts to obtain prior to
       Closing currently dated certificates from each tenant
       stating that no change has occurred since the date of the
       applicable tenant estoppel certificate for such tenant in
       the form attached hereto as Exhibit (4).
  
            (i)  Leasing.  Seller (and/or Seller's agents), in
       consultation with Purchaser, shall continue in good faith to
       advance all leasing activities for the Assets including,
       without limitation, new leases, renewals, extensions,
       expansions or other modifications.  Notwithstanding any
       provision herein to the contrary, Seller shall have no
       obligation to enter into any new, renewal or modification of
       any lease that Purchaser has failed to approve.  Seller
       shall use reasonable efforts to provide to Purchaser a
       representation letter regarding operations and leasing from
       Seller's current property manager in the form attached
       hereto as Exhibit (5).
  
            (j)  CC&R's.  During the Inspection Period, Purchaser
       and Seller shall use reasonable efforts to negotiate and
       finalize for recording in Mecklenburg County, North
       Carolina, the Declaration of Covenants, Conditions and
       Restrictions, (and corresponding Architectural and Site
       Development Guidelines) to be attached as Exhibit (6) hereto
       (the "CC&R's").  The CC&R's shall apply to both the Land,
       Improvements and the adjacent property owned by Seller.
  
       7.7  Conditions to Purchaser's Obligations.  The obligations
  of Purchaser to consummate the transactions contemplated by this
  Agreement are subject to the satisfaction of each of the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser in
  writing at or prior to Closing:
  
            (a)  Satisfaction.  The representations and warranties
       of Seller contained in this Agreement shall have been true
       on the date of this Agreement and on Closing.  Seller shall
       have performed all obligations and complied with all
       covenants required by this Agreement.  Seller shall have
       delivered to Purchaser a certificate, in a form reasonably
       acceptable to Purchaser, dated as of the Closing Date and
       signed by Seller to its knowledge, concerning this Section
       7.7(a).
  
            (b)  Title Defects.  All Title Defects, except
       Permitted Exceptions, shall have been cured by Seller or
       waived in writing by Purchaser.
  
            (c)  No Injunction.  On the Closing Date, there shall
       be no third party injunction, writ, preliminary restraining
       order or any order of any nature issued by a court of
       competent jurisdiction directing that the transactions
       contemplated herein not be consummated as herein provided
       which relates to the acts or omissions of Seller.
  
            (d)  CC&R's.  Purchaser and Seller will have recorded
       in Mecklenburg County, North Carolina, the CC&R's.
  
            (e) Certificates. Purchaser shall have received the
       estoppel certificates (and no change certificates, if
       applicable) and the SD&A's referenced in Section 7.6(h)
       above, from or for each tenant referenced on the Rent Roll.
       Purchaser shall have received the property manager's
       representation letter referenced in Section (i) above.
  
            (f)  No Adverse Change.  No material and adverse change
       shall have occurred without Purchaser's written consent, in
       the state of title matters described in the Title Commitment
       and the Survey.
  
       7.8  Conditions to Seller's Obligations.  The obligations of
  Seller to consummate the transactions contemplated by this
  Agreement are subject to the satisfaction of each of the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Seller in
  writing at or prior to Closing:
  
            (a)  Satisfaction.  The representations and warranties
       of Purchaser contained in this Agreement shall have been
       true on the date of this Agreement and on Closing.
       Purchaser shall have performed all obligations and complied
       with all covenants required by this Agreement.  Purchaser
       shall have delivered to Seller a certificate, in a form
       reasonably acceptable to Seller, dated as of the Closing
       Date and signed by Purchaser to its knowledge, concerning
       this Section 7.8(a).
  
            (b)  No Injunction.  On the Closing Date, there shall
       be no third party injunction, writ, preliminary restraining
       order or any order of any nature issued by a court of
       competent jurisdiction directing that the transactions
       contemplated herein not be consummated as herein provided
       which relates to acts or omissions of Purchaser.
  
            (c)  CC&R's.  Purchaser and Seller will have recorded
       in Mecklenburg County, North Carolina, the CC&R's.
  
       7.9  Closing Documents.  At Closing, Seller shall deliver to
  Purchaser the following documents, all properly executed by
  Seller and delivered to Purchaser and/or executed by Purchaser
  and delivered to Seller shall be in a form reasonably acceptable
  to Purchaser and Seller and include, but are not limited to:
  
            (a)  Special Warranty Deed.  A Special Warranty Deed in
       form attached hereto.
  
            (b)  Bill of Sale.  A Bill of Sale and Assignment in
       form attached hereto.
  
            (c)  Assignment.  An Assignment of Leases, Contracts
       and Intangibles in form attached hereto.  Such Assignment of
       Leases, Contracts and Intangibles shall be joined in by
       Purchaser for the purpose of assuming all obligations under
       any assigned item arising from and after the Closing Date.
  
            (d) Documents.  Executed original copies, or copies
       certified as correct by Seller, if originals are not
       available, of (i) all Leases in force on the Closing Date
       covering portions of the Real Property and all other
       documents referred to in the Rent Roll Schedule, (ii) all
       Contracts and Permits of which Seller is aware transferred
       and assigned to Purchaser, (iii) all "as built" plans,
       specifications, surveys or other documents relating or
       pertaining to the Assets in the possession of Seller
       (collectively "Plans"), including, but not limited to, all
       records relating to repair, renovation and maintenance of
       the Improvements; (iv) all notices to tenants relating to
       this Transaction and the receipt of security deposits as
       necessary or appropriate under applicable law; and (v) all
       other documents referred to in the schedules.
  
            (e)  Rent Roll.  A current and updated Rent Roll
       Schedule.
  
            (f)  FIRPTA.  Affidavit from Seller that Seller is not
       a foreign person as defined in the Foreign Investment in
       Real Property Tax Act of 1980, as amended, in the form
       attached hereto.
  
            (g)  Keys.  All keys and master keys in Seller's
       possession or control  to all locks located on the Real
       Property properly tagged for identification as well as cards
       keys and cards for the security systems, if any.
  
            (h)  Telephone and Mail.  Such documents as may be
       reasonably requested by Purchaser and required by (i) the
       local telephone company to assign to Purchaser all of
       Seller's rights and interest in each telephone number or
       phone line used by Seller exclusively for the operation of
       the Assets, and (ii) the U.S. Postal Service to assign to
       Purchaser all of Seller's rights and interest in each post
       office box and drawer exclusively for the operation of the
       Assets.
  
            (i)  Miscellaneous.  Such other documents as may be
       required under other provisions of this Agreement or as may
       reasonably be required by Purchaser to consummate the
       Transaction, so long as such document does not increase
       either party's liability or obligations hereunder,
       including, but not limited to, (i) a Closing Statement and
       (ii) a Quitclaim Deed with the legal description contained
       in Exhibit 1.2(a) and/or the Survey, if the legal
       description of the Land contained in the Survey differs from
       the legal description contained in Exhibit 1.2(a).
  
                              ARTICLE 8
  
                        DEFAULTS AND REMEDIES
  
       8.1  Damages Against Purchaser.  If Purchaser defaults under
  any provision of this Agreement and Closing does not occur, then
  Seller shall be released from all obligations in law or equity to
  convey the Property to Purchaser.  Purchaser and Seller agree
  that as Seller's sole remedy for a default hereunder, by written
  notice to Purchaser and Title Company, Seller shall be entitled
  to terminate this Agreement and be entitled to receive the Escrow
  Deposit plus accrued interest thereon as liquidated damages.
  Purchaser and Seller acknowledge and agree that actual damages
  will be extremely difficult and impractical to ascertain.
  Therefore, the sum represented by the Escrow Deposit plus any
  accrued interest thereon shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Seller's damages
  and shall constitute Seller's sole and exclusive remedy in the
  event this transaction fails to close as a result of Purchaser's
  default.  Notwithstanding the foregoing, Purchaser's liability
  under the last sentence of Section 6.1 hereof and the last
  sentence of Section 10.1 hereof shall remain in full force and
  effect.
  
       Initialed by:
  
       ________________                   ________________
       Seller                             Purchaser
  
       8.2  Damages against Seller.  In the event that Seller fails
  to perform all of Seller's obligations under this Agreement and
  Purchaser performs all of its obligations or tenders performance,
  including the obligation to consummate the Transaction, then
  Purchaser may make written demand to Seller for performance of
  this Agreement.  If Seller fails to comply with Purchaser's
  written demand within 30 days after receipt of such written
  demand for performance, Purchaser shall have the exclusive right
  to (i) waive such default, (ii) seek specific performance of
  Seller's obligations under this Agreement, or (iii) terminate
  this Agreement and promptly receive a full refund of the Escrow
  Deposit and all interest thereon and payment by Seller of an
  amount not to exceed $25,000 in order to reimburse Purchaser's
  reasonable out of pocket expenses associated with this
  transaction, but without further liability on Purchaser's part.
  Seller agrees that the Assets are unique and that damages for
  failure by Seller to consummate the Transaction will be
  impracticable and extremely difficult to determine.  Therefore,
  in the event that Seller fails or refuses to consummate the
  Transaction and Purchaser seeks specific performance, Seller
  specifically agrees that the remedies of specific performance are
  appropriate remedies for Purchaser, and Seller waives and agrees
  not to assert any claim or defense that specific performance is
  not an appropriate remedy for Purchaser.  The parties acknowledge
  and agree that the provisions of this Section  shall be
  Purchaser's sole remedy for breaches by Seller discovered or
  known to Purchaser prior to Closing and that the provisions of
  Section  apply to breaches by Seller discovered post-Closing even
  if such relates to acts or omissions which actually occurred
  prior to Closing.
  
       Initialed by:
  
       ________________                   ________________
       Seller                             Purchaser
  
                              ARTICLE 9
  
                            RISK OF LOSS
  
       9.1  Risk of Loss.  Prior to Closing, Seller shall have full
  risk of loss or damage with respect to the Assets.  Upon Closing,
  full risk of loss or damage with respect to the Assets shall pass
  to Purchaser.  For purposes of this Article 9, "loss or damage"
  shall mean the following:  (i) any loss, damage, destruction or
  injury by fire, storm, accident, flood or other casualty or
  hazard to the Assets; and (ii) any condemnation, eminent domain
  or other similar proceeding.
  
       9.2  Minor Damage.  In the event of loss or damage to the
  Real Property or any portion thereof (the "premises in question")
  which is not "major" as hereinafter defined), this Agreement
  shall remain in full and effect provided Seller performs any
  necessary repairs or, at Seller's option, reduces the cash
  portion of the Purchase Price in an amount equal to the cost of
  such repairs, Seller thereby retaining all of the Seller's right,
  title and interest to any claims and proceeds Seller may have
  with respect to any casualty insurance policies or condemnation
  awards relating to the premises in question.  In the event Seller
  elects to perform repairs upon the Real Property, Seller shall
  use reasonable efforts to complete such repairs promptly and if
  necessary, the date of Closing shall be extended a reasonable
  time in order to allow for the completion of such repairs;
  provided, however, Closing may not be extended for a period of
  more than thirty (30) days without the prior consent of
  Purchaser.
  
       9.3  Major Damage.  In the event of a "major" loss or
  damage, Purchaser may either (i) terminate this Agreement and
  immediately receive a refund of the Escrow Deposit and all
  interest thereon, or (ii) it may proceed with this transaction
  and receive Seller's insurance proceeds, if any, for such damage,
  plus payment from Seller of the amount of the applicable
  insurance deductible relating thereto.  In such event, Seller
  shall execute all documents reasonably requested by Purchaser to
  assign Seller's rights and interest to such insurance proceeds.
  
       9.4  Definition of Major Loss or Damage.  For purposes of
  Sections  and , "major" loss or damage refers to the following:
  (i) loss or damage to the Assets or any portion thereof such that
  the cost of repairing or restoring the premises in question to a
  condition substantially identical to that of the premises in
  question prior to the event of damage or loss would be, in the
  certified opinion of a mutually acceptable architect, equal to or
  greater than Fifty Thousand Dollars ($50,000), and (ii) any loss
  or damage due to a condemnation which permanently or materially
  impairs the current use of the Assets.
  
                             ARTICLE  10
  
                         LIKE-KIND EXCHANGE
  
       10.1  Exchange Right.  Seller wishes to effect an exchange
  of the Property for other, like kind property (the "Exchange"),
  and Purchaser is willing to contract to acquire such like kind
  property and to exchange such property with Seller as
  consideration for Seller's conveyance of the Property to
  Purchaser, subject to and upon the terms and conditions set forth
  below.  Seller shall have the right, exercisable by delivering
  notice to Purchaser before the Closing, to (a) designate a
  property or properties that Seller wishes to have Purchaser
  (acting on its own behalf and not as Seller's agent) agree to
  acquire for exchange with Seller for the Property (such property
  or properties, the "Exchange Property") and(b) direct Purchaser
  to execute and deliver the contract covering the Exchange
  Property (the "Exchange Property Acquisition Agreement"), if any.
  Purchaser shall have no obligation to locate any Exchange
  Property or to find or negotiate with any seller of any potential
  Exchange Property, nor shall Purchaser be under any obligation to
  enter into any Exchange Property Acquisition Agreement unless it
  provides in substance that Purchaser's liability to the seller of
  any Exchange Property for any breach of or default under the
  Exchange Property Acquisition Agreement is without recourse of
  any type to Purchaser or is limited to liquidated damages in the
  amount of the deposit or down payment prescribed by the Exchange
  Property Acquisition Agreement.
  
       10.2  Seller shall cause to be advanced to Purchaser the
  amount of any deposit or down payment that may be required to be
  made by Purchaser under the Exchange Property Acquisition
  Agreement together with all title transfer fees and closing
  costs, recording fees, documentary stamps, mortgage recording
  taxes, real estate transfer, gains, and other transactional
  taxes, title insurance and survey premiums and costs, and
  brokerage fees or commissions.
  
       10.3  Upon Seller's request, Purchaser shall instruct the
  seller of the Exchange Property to convey title to the Exchange
  Property directly to Seller.  If Seller shall not make that
  request, as a condition precedent to Purchaser's obligations to
  close the acquisition of title to the Exchange Property under the
  Exchange Property Acquisition Agreement, Seller shall have
  conveyed prior thereto, or concurrently therewith shall convey,
  title to the Property to Purchaser in accordance with this
  Agreement.  Notwithstanding anything to the contrary contained in
  this Article , Purchaser shall have no obligation to take title
  directly to the Exchange Property and if Purchaser declines to
  accept such title Purchaser shall so indicate to Seller and
  Seller shall have the option of taking title directly to the
  Exchange Property from the seller thereof.
  
       10.4  If Seller shall not request Purchaser to cause title
  to the Exchange Property to be conveyed by the seller of the
  Exchange Property directly to Seller, then, upon the acquisition
  of title to the Exchange Property by Purchaser, Purchaser shall
  convey the Exchange Property, subject and pursuant to the terms
  and conditions of the Exchange Property Acquisition Agreement, to
  Seller, in exchange for the concurrent or prior conveyance by
  Seller to Purchaser of the Property, subject and pursuant to the
  terms of this Agreement.  In connection with such exchange,
  Seller shall accept title to the Exchange Property subject to all
  of the conditions specified in the Exchange Property Acquisition
  Agreement and shall comply with all of the obligations on the
  part of Purchaser to be performed under the Exchange Property
  Acquisition Agreement.  The failure of the seller of the Exchange
  Property to enter into the Exchange Property Acquisition
  Agreement or any other document, or any default by the seller of
  the Exchange Property or any failure of title to close under the
  Exchange Property Acquisition Agreement (other than by reason of
  Purchaser's default), shall not relieve Purchaser or Seller of
  their respective obligations to purchase and sell the Property
  under this Agreement.
  
       10.5  If before the Closing, Seller shall not designate an
  Exchange Property and submit to Purchaser an Exchange Property
  Acquisition Agreement, if any, in accordance with the terms of
  this Section, then Purchaser and Seller shall close the sale and
  purchase of the property under this Agreement, without regard to
  this Section, provided, however, Seller shall have the right at
  its option to cause Purchaser, at the Closing and concurrently
  with the conveyance of the Property to Purchaser, to deposit the
  entire Purchase Price for the Property, in the amount required
  under Section  of this Agreement, at the Closing with Escrow
  Agent, who is designated by Seller but acting on behalf of
  Purchaser for the purpose of purchasing with such funds, in
  accordance with a separate escrow agreement (the "Escrow
  Agreement") to be entered into by Seller, Purchaser, and Escrow
  Agent and in accordance with Seller's time schedule for an
  Exchange Property.  The Escrow Agreement shall provide that
  Seller will have no right to receive, pledge, borrow, or
  otherwise obtain the benefits of any funds held in escrow by
  Escrow Agent.  If, however, Seller shall not cause an Exchange
  Property to be designated under the Escrow Agreement within 45
  days following the Closing or if Seller shall, after causing an
  Exchange Property to be designated within the said 45-day period,
  fail for any reason to take title thereto on or before the
  earlier of (i) 180 days following the Closing or (ii) the due
  date (as extended) of Seller's tax return for the year in which
  the Closing occurred, then the Escrow Agreement shall require
  Escrow Agent to deliver the funds held in escrow, and any
  interest thereon, to Seller.
  
       10.6  Purchaser and Seller acknowledge that any actions to
  be taken by Seller in accordance with this Section in connection
  with the Exchange Property Acquisition Agreement and the
  conveyancing of the Exchange Property, if taken, shall be taken
  by Seller as Purchaser's agent and on Purchaser's behalf.  The
  acquisition of the Exchange Property under the Exchange Property
  Acquisition Agreement shall be for the sole account of Purchaser
  and not as agent for Seller.
  
       10.7  Subject to the provisions of this Section, Purchaser
  shall cooperate fully with Seller to effect the contemplated
  exchange including, without limitation, executing such documents,
  instruments and certificates to facilitate the purchase, mortgage
  and/or transfer to Seller of title to the Exchange Property as
  may be required of Purchaser relative thereto provided the same
  are without recourse too Purchaser personally (or liability is
  limited to the down payment of deposit under the Exchange
  Property Acquisition Agreement), and otherwise comply with the
  requirements of this Section.  If Purchaser receives any notice
  under or relating to the Exchange Property Acquisition Agreement,
  it shall immediately notify Seller and provide Seller with a copy
  of same.  Unless directed to do so in writing by Seller,
  Purchaser shall not modify, amend, extend, cancel or give any
  notice or take any other action under the Exchange Property
  Acquisition Agreement.  If Seller directs Purchaser in writing to
  cancel, modify, amend or extend the Exchange Property Acquisition
  Agreement, or to give any notice or take any other action under
  the Exchange Property Acquisition Agreement, Purchaser shall take
  such actions as may be necessary to comply with such direction so
  long as Purchaser's potential liability is not increased by any
  such actions.
  
       10.8 Purchaser shall acquire the Exchange Property only upon
  such terms, and with such financing, as shall be acceptable to
  Seller, and as are otherwise in accordance with this Article 10.
  Purchaser shall not transfer, assign, mortgage or otherwise
  encumber the Exchange Property without Seller's prior consent.
  
       10.9  The provisions of this Article  shall survive the
  Closing and the closing under the Exchange Property Acquisition
  Agreement, or the termination of this Agreement prior to the
  Closing or the closing under the Exchange Property Acquisition
  Agreement.
  
       10.10  Seller acknowledges and confirms that Purchaser shall
  be under no duty or obligation to Seller to take any action
  whatsoever under any Exchange Property Acquisition Agreement in
  connection with the acquisition of any Exchange Property except
  pursuant to explicit written direction from Seller or Seller's
  counsel and any such instructions shall not require that
  Purchaser take any action which would impose any liability upon
  Purchaser or require Purchaser to take title to the Exchange
  Property and any such action required to be taken must only be
  taken within a reasonable time after receiving such instruction.
  In addition, Seller indemnifies and agrees to defend and hold
  Purchaser harmless from and against all loss, cost, damage or
  claim (including reasonable attorneys' fees, court costs and
  costs of investigation) arising out of or resulting from
  Purchaser's participating in the Exchange described in this
  Article , including without limitation, arising from Purchaser's
  negligence, breach or violation of this Agreement other than
  through Purchaser's wilful misconduct or gross negligence.
  
                             ARTICLE 11
  
                         GENERAL PROVISIONS
  
       11.1  Brokerage Commission.  Seller shall pay any and all
  brokerage commissions due to Stover Properties, Inc. and Real
  Estate Management Corporation pursuant to a separate written
  agreement.  If the purchase and sale hereunder does not close for
  any reason, including default by either Seller or Purchaser, then
  no commission shall be due by any party hereto.  Except as set
  forth in the preceding sentence, Seller and Purchaser represent
  to each other that they have acted directly and independently
  with the other as principals and that neither Seller nor
  Purchaser have retained or authorized the services of any broker
  or finder with respect to this transaction.  Seller agrees to
  indemnify and hold Purchaser harmless from and against all
  claims, liabilities, and obligations for any commission, finder's
  fee, or other compensation in connection with this Agreement
  claimed by or through Seller.  Purchaser agrees to indemnify and
  hold Seller harmless from and against all claims, liabilities,
  and obligations for any commission, finder's fee, or other
  compensation in connection with this Agreement claimed by or
  through Purchaser.
  
       11.2  Confidentiality.  Unless Seller otherwise agrees in
  writing, Purchaser agrees that all confidential proprietary
  information regarding the Property of whatsoever nature made
  available to it by Seller or Seller's agents or representatives
  or developed by Purchaser ("Confidential Information"), is
  confidential and shall not be disclosed to any other person
  except those assisting Purchaser with this transaction, or
  Purchaser's lender, if any.  The provisions of the foregoing
  sentence shall not apply to any information which is otherwise
  available to the public or which has been obtained from sources
  that are not subject to a similar confidentiality restriction or
  to disclosures as required by law.  Further, Purchaser agrees not
  to use any Confidential Information for any purpose other than to
  determine whether to proceed with the transaction contemplated by
  this Agreement.  Upon Closing, all such Confidential Information
  shall be the sole and exclusive property of Purchaser and not
  subject in any manner to this confidentiality restriction.
  Provided, however, in the event the transaction contemplated by
  this Agreement does not close for any reason other than a breach
  by Seller, the provisions of this Section  shall survive the
  termination of this Agreement.
  
       11.3   Entire Agreement.  This Agreement, together with all
  exhibits or schedules either attached or delivered pursuant
  hereto and other agreements expressly referred to herein,
  constitutes the entire agreement between the parties with respect
  to the purchase and sale of the Assets.  All prior to or
  contemporaneous agreements, understandings, representations,
  warranties and statements, oral or written, are superseded.
  
       11.4   Further Assurances.  The parties agree to take such
  further action and execute such documents and instruments as may
  be reasonably required in order to more effectively carry out the
  terms of this Agreement and the intentions of the parties.
  
       11.5   Modification, Waiver.  Except as expressly
  contemplated herein, no modification, waiver, supplement or
  discharge of this Agreement shall be valid unless the same is in
  writing and signed by the party against whom the enforcement
  thereof is or may be sought.  No waiver of a breach of any of the
  terms, covenants or conditions of this Agreement by either party
  shall be construed or held to be a waiver of any succeeding or
  preceding breach of the same or any other term, covenant or
  condition herein contained.  No waiver of any default by either
  party hereunder shall be implied from any omissions by either
  party to take any action on account of such default if such
  default persists or is repeated, and no express waiver shall
  affect a default other than as specified in such waiver.
  
       11.6   Severability.  If any term, provision, covenant or
  condition of this Agreement is held to be invalid, void or
  otherwise unenforceable to any extent by any court of competent
  jurisdiction, the remainder of this Agreement shall not be
  affected thereby, and each term, provision, covenant or condition
  of this Agreement shall be valid and enforceable to the fullest
  extent permitted by law.
  
       11.7  Successors.  Subject to the restriction on assignment
  provided herein, all terms of this Agreement shall be binding
  upon, inure to the benefit of, and be enforceable by the parties
  hereto and their respective heirs, legal representatives,
  successors and assigns.
  
       11.8  Assignment.  Purchaser may assign its rights under
  this Agreement to a wholly owned subsidiary of Parkway
  Properties, Inc. or to a limited partnership controlled by either
  Purchaser or its wholly owned subsidiary without Seller's
  consent; provided, however, no such assignment shall relieve
  Purchaser of its obligations hereunder and the assignee must sign
  an assumption agreement in form reasonably acceptable to Seller.
  Except as contemplated by the preceding sentence, Seller and
  Purchaser shall not assign their respective rights, obligations
  or interest under this Agreement without the prior written
  consent of the other.
  
       11.9  Survival of Representations and Warranties.  All
  obligations hereunder to be performed after Closing, and all
  warranties and representations contained herein, shall survive
  Closing and the delivery of the Special Warranty Deed to
  Purchaser for a period of only twelve (12) months after the
  Closing, at which time such warranties, representations and
  covenants shall terminate.  Provided, however, the terms of this
  Section  shall not be deemed to extend the specific period for
  performance of any obligations to be performed hereunder
  subsequent to Closing.  Any cause of action resulting from a
  breach thereof must be commenced within fifteen (15) months after
  the Closing, so long as notice of such breach was delivered
  during the twelve (12) month period after the Closing.
  
       11.10  Attorneys' Fees.  If either party commences legal
  proceedings for any relief against the other party arising out of
  this Agreement, the losing party shall pay the prevailing party's
  reasonable attorneys' fees.
  
       11.11  Time.  Time is of the essence with respect to this
  Agreement.
  
       11.12  No Other Inducement.  The making, execution and
  delivery of this Agreement by the parties hereto has been induced
  by no representations, statements, warranties or agreements other
  than those expressed herein.
  
       11.13  Computation of Time Periods.  All periods of the time
  referred to in this Agreement shall include all Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies business days, provided that if the date or last date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
       11.14  Notices.  Any notice, request, instruction or other
  document to be given or furnished under this Agreement by either
  party to the other party or to the Title Company shall be in
  writing and shall be delivered personally or shall be sent by
  facsimile transmission (with a copy sent by regular U. S. mail)
  or registered or certified mail, postage prepaid, or by prepaid
  overnight delivery service, at the address or telecopy number in
  this Section   or to such other address, telecopy number of
  person as either party may designate by written notice to the
  other party.  A notice, request, instruction or other documents
  shall be deemed to be given (a) when delivered personally, (b)
  sent by facsimile transmission (with a copy sent by regular U. S.
  mail), or (c) if sent by certified mail or overnight delivery
  service, at the time the delivery is indicated on the duly
  completed United States Postal Service return receipt or the time
  of package pick up as indicated on the records of or certificates
  provided by the overnight delivery service.
  
            Seller:        Charlotte Park Limited Partnership
                           Attention: John B. Detwiler
  
  Office Address:          c/o Stonebridge Associates, Inc.
                           4800 Montgomery Lane
                           Suite 875
                           Bethesda, MD  20817
  
  Telephone Number:        (301) 913-9610
  Telecopy Number:         (301) 913-9615
       and:                CEP, Limited Partnership
                           Attention: John B. Detwiler
  
  Office Address:          c/o Stonebridge Associates, Inc.
                           4800 Montgomery Lane
                           Suite 875
                           Bethesda, MD  20817
  
  Telephone Number:        (301) 913-9610
  
  Telecopy Number:         (301) 913-9615
  
  with a copy to:          Pircher, Nichols & Meeks
                           1999 Avenue of the Stars
                           Suite 2600
                           Los Angeles, CA  90067
  
                           Attn:  Real Estate Notices (DLP; SAC)
  
  Telephone Number:        (310) 201-8973
  
  Telecopy Number:         (310) 201-8922
  
  Purchaser:               Parkway Carolina, Inc.
                           Attention:  David R. Fowler
  
  Office Address:          188 East Capitol Street, Suite 300
                           Jackson, Mississippi 39201
  
  Mailing Address:         Post Office Box 22728
                           Jackson, Mississippi 39225
  
  Telephone Number:        (601) 948-4091
  
  Telecopy Number          (601) 949-4077
  
  with a copy to:          Forman, Perry, Watkins & Krutz, PLLC
                           Attention:  Steven M. Hendrix
  
  Office Address:          188 East Capitol Street
                           Suite 1200 One Jackson Place
                           Jackson, Mississippi  39201
  
  Telephone Number:        (601) 960-8600
  
  Telecopy Number:         (601) 960-8609
  
       11.15  Headings.  The captions and paragraph headings used
  in this Agreement are inserted for convenience of reference only
  and are not intended to define, limit or affect the
  interpretation or construction of any term or provision hereof.
  
       11.16  Exhibits.  All schedules or exhibits referred to
  herein or attached hereto are incorporated herein by this
  reference.
  
       11.17  Counterparts.  This Agreement may be executed in
  multiple copies, each of which shall be deemed an original, but
  all of which shall constitute one Agreement binding on all
  parties.
  
       11.18  Governing Law.  This Agreement shall be governed,
  construed and enforced in accordance with the laws of the State
  of North Carolina.
  
       11.19  Effective Date.  The date of delivery to Title
  Company of a fully executed counterpart of this Agreement, as
  evidenced by Title Company's notation in the space set forth
  below, shall be deemed the effective date of this Agreement (the
  "Effective Date").
  
       11.20   Notwithstanding anything to the contrary contained
  herein, Purchaser understands that CEP only has an interest in
  the CEP Property and Charlotte Park only has an interest in the
  Charlotte Park Property and (a) CEP is severally liable to
  Purchaser only to the extent that representations, warranties and
  covenants of Seller contained herein relate to the CEP Property
  (and is not liable to the extent that any such representations,
  warranties and covenants relate to the Charlotte Park Property),
  and (b) Charlotte Park is severally liable to Purchaser only to
  the extent that representations, warranties and covenants of
  Seller contained herein relate to the Charlotte Park Property
  (and is not liable to the extent that any such representations,
  warranties and covenants relate to the CEP Property).
       IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                                SELLER:
  
                                CHARLOTTE PARK LIMITED PARTNERSHIP,
                                a North Carolina limited
  partnership
  
  Executed by Charlotte
  Park this ___                      By:  KSSA-CEP ASSOCIATES II,
  day of November, 1996.                  a Pennsylvania General
  Partnership,
                                     its General Partner
  
  By:______________________________
  
  Name:____________________________
  
  Title:_____________________________
  
                                By:  LIVE OAK PROPERTIES, INC.
                                     a Delaware Corporation,
                                     its General Partner
  
  By:________________________________
  
  Name:_____________________________
  
  Title:______________________________
  
                                CEP INVESTORS LIMITED PARTNERSHIP
                                a North Carolina Limited
  Partnership
  
  Executed by CEP this ___           By:  SPAULDING & SLYE
  PROPERTIES
  day of November, 1996.                  LIMITED PARTNERSHIP, a
                                     Massachusetts Limited
  Partnership
                                     its General Partner
  
                                     By:  SPAULDING & SLYE
  PROPERTIES
                                          INC., a Delaware
  corporation, its
                                          General Partner
  
  By:_____________________________
  
  Name:__________________________
  
  Title:___________________________
                                By:  KSSA-CEP ASSOCIATES II,
                                     a Pennsylvania General
  Partnership,
                                     its General Partner
  
  By:______________________________
  
  Name:____________________________
  
  Title:_____________________________
  
                                By:  LIVE OAK PROPERTIES, INC.
                                     a Delaware Corporation,
                                     its General Partner
  
  By:________________________________
  
  Name:_____________________________
  
  Title:______________________________
  
                                PURCHASER:
  
                                PARKWAY CAROLINA, INC.
  
                           Executed by Purchaser this ___
                                By:
                                __________________________________
                           day of November, 1996.
                                Steven G. Rogers, President
  
                                By:
                                __________________________________
                                       David R. Fowler, Vice
                                President
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
       Title Company hereby agrees to perform its obligations under
  this Agreement and acknowledge receipt of (a) the Escrow Deposit
  from Purchaser in the amount of ONE HUNDRED THOUSAND AND NO/100
  DOLLARS ($100,000.00) on the _____ day of ______________, 1996
  and (b) a fully executed counterpart of this Agreement on the
  _____ day of _____________, 1996.
  
                                ___________________________________
                                ____, as Agent for First American
                                Title Insurance Company
  
                                By:
                                __________________________________
                                       Name:
                                ____________________________
                                       Title:
                                _____________________________
  
                          LIST OF EXHIBITS
  
  Exhibit (a)    Legal Description
  
  Exhibit        Personal Property
  
  Exhibit (a)    Survey Certification
  
  Exhibit (1)    Form of Tenant Estoppel Certificate
  
  Exhibit (2)    Form of Seller Estoppel Certificate
  
  Exhibit (3)    Form of Combined Tenant Estoppel and
                 Subordination, Nondisburbance and Attornment
                 Agreement
  
  Exhibit (4)    Certificate of Tenant
  
  Exhibit (5)    From of Certificate of Property Manager Regarding
                 Property Operations
  
  Exhibit (6)    Declaration of Covenants, Conditions and
                 Restrictions
  
  Exhibit        Certificate of Seller
  
  Exhibit        Certificate of Purchaser
  
  Exhibit (a)    Form of Special Warranty Deed
  
  Exhibit (b)    Form of Bill of Sale and Assignment
  
  Exhibit (c)    Form of Assignment and Assumption of Leases,
                 Contracts and Intangibles
  
  Exhibit (f)    Form of Firpta Affidavit
  
  _______________________________
  1