content: 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):   July 9, 1996
                                                    ---------------
  
  
                        THE PARKWAY COMPANY
  - -----------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  
  
  Texas                       0-12505                   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
                                  
                         THE PARKWAY COMPANY
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
                       On  July 9, 1996, Parkway Virginia, Inc.,  a
            wholly-owned   subsidiary  of   The   Parkway   Company
            ("Parkway")   purchased  three  office   buildings   in
            northern  Virginia from MBL Life Assurance Corporation,
            an  unrelated party.  The 8381 and 8391 Courthouse Road
            Buildings are each three-story buildings connected by a
            common  courtyard  located in Tysons Corner,  Virginia.
            The two buildings contain an aggregate of 94,929 square
            feet  of  leaseable space and have a 333 space  parking
            area.  The Courthouse Road Buildings were 97% leased at
            the date of purchase.  The Cherokee Business Center  is
            a  three-story office building located in  Springfield,
            Virginia  containing 53,710 square  feet  of  leaseable
            space  and a 221 space parking area.  Cherokee Business
            Center  was  94% leased at the date of  purchase.   The
            total  purchase  price  for  the  three  buildings  was
            $11,050,000 and was funded from existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
                 (a)  Financial Statements
  
                       It  is  impractical to provide  the  audited
            financial  statements of 8381 and 8391 Courthouse  Road
            and  Cherokee Business Center required by Item 7(a)  of
            Form  8-K, but such financial statements will be  filed
            as  soon as practical but not later than 60 days  after
            the filing of this Form 8-K.
  
                 (b)  Pro Forma Consolidated Financial Statements.
  
                        The   pro   forma  consolidated   financial
            statements  will  be filed with the  audited  financial
            statements  of  8381  and  8391  Courthouse  Road   and
            Cherokee Business Center.
  
  
                 (c)  Exhibits.
  
                                  (10)   Agreement  for  Sale   and
                 Purchase   By  and  Between  MBL  Life   Assurance
                 Corporation,  a  New  Jersey Corporation  and  The
                 Parkway Company, a Texas Corporation dated June 7,
                 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.
                              FORM 8-K
                                  
                         THE PARKWAY COMPANY
                                  
                                  
                             SIGNATURES
  
  
            Pursuant to the requirements of the Securities Exchange
  Act  of  1934, the Registrant has duly caused this report  to  be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:       July 23, 1996
  
                                          THE PARKWAY COMPANY
  
  
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah    P.     Clark
                                          Vice President,
                                          Chief Financial Officer
                                          and Secretary
  
  
                            June 7, 1996
                                  
                                  
                                  
                                  
                   AGREEMENT OF SALE AND PURCHASE
                                  
                           by and between
                                  
                   MBL LIFE ASSURANCE CORPORATION,
                      A NEW JERSEY CORPORATION
                                  
                                 and
                                  
                        THE PARKWAY COMPANY,
                         A TEXAS CORPORATION
                                  
                                  
                                  
                                  
                                  
                 CENTENNIAL WOODFORD MEWS BUILDING,
                     8381-91 OLD COURTHOUSE ROAD
                                  
                           City of Vienna,
                     County of Fairfax, Virginia
                              (RE# 559)
                                  
                                 AND
                                  
                         CHEROKEE BUILDING,
                        5510 CHEROKEE AVENUE
                                  
                         City of Alexandria,
                     County of Fairfax, Virginia
                              (RE# 583)
  
  
                                INDEX
  
  
  Article 1      SALE AND PURCHASE
  
  Article 2       CONSIDERATION FOR CONVEYANCE
      2.1        Purchase Price
      2.2        Allocation of purchase Price
  
  Article 3       EARNEST MONEY
       3.1        Initial Deposit
       3.2        Additional Deposit
  Article 4      SURVEY AND TITLE POLICY
       4.1.       Permitted Exceptions
       4.2        Survey
       4.3        Title Policy
  
  Article 5       ADDITIONAL ITEMS TO BE FURNISHED TO PURCHASER BY
                  SELLER
       5.1        Submission Items
       5.2        Additional Submission Items
       5.3        Confidentiality
       5.4        Information
  
  Article 6       INSPECTION AND AUDIT
       6.1       Inspection Period
       6.2       Condition of Subject Properties
  
  Article 7       DAMAGE OR DESTRUCTION PRIOR TO THE CLOSING
       7.1        Damage or Destruction
       7.2        Purchaser's Option in Excess of Amount
       7.3        Purchaser's Option Less Than Amount
       7.4        Estimated Cost of Repair, Replacement and
                  Restoration
       7.5        Condemnation
  
  Article 8       CONDITION OF PROPERTY
       8.1        Condition of Property
       8.2        Purchaser's Additional Waivers
       8.3        Management of Property
       8.4        Modification of Renewals of Leases
       8.5        Purchaser's Representations and Warranties
       8.6        Seller's Representations and Warranties
  
  Article 9       CLOSING
       9.1        Date of Closing
       9.2        Delivery of Items at Closing by Seller
       9.3        Delivery of Items at Closing by Purchaser
       9.4        Prorations
       9.5        Errors and Omissions
       9.6        Purchaser's Costs
       9.7        Seller's Costs
  Article 10     REAL ESTATE COMMISSION
       10.1      Commissions
       10.2      Broker Indemnifications
  
  Article 11     REMEDIES OF DEFAULT
       11.1      Termination of Contract by Purchaser
       11.2      Purchaser's Default
       11.3      Seller's Default
  
  Article 12     MISCELLANEOUS
       12.1      Not ices
       12.2      Effective Date
       12.3      Assignment
       12.4      Laws
       2.5       Modification
       12.6      Authority
       12.7      Times and Dates
       12.8      Descriptive Headings
       12.9      Entire Contract
       12.10     Construction
       12.11     Non-Recordable
       12.12     Third Party Beneficiary
       12.13     Legal Relationship
       12.14     Contemplation of Closing
       12.15     Return of Documents
       12.16     Effect of Holidays
       12.17     Completion of Documents
  
  Exhibits
       A-1 Legal Description of Centennial Woodford Mews Building
       A-2       Legal Description of Cherokee Building
       B-1       Survey of Centennial Woodford Mews property
       B-2       Survey of Cherokee property
       C -       Special Warranty Deed
       D -       Quitclaim Bill of Sale and General Assignment
       E -       Assignment and Assumption Agreement
       F -       Notice to Tenants
       G -       Certification of Non-Foreign Status by Corporation
       H -       Seller's Affidavit of Title
       I-1       - Phase I Environmental Audit of Centennial Woodford
       I-2       - Phase I Environmental Audit of Cherokee
       J-1       - Centennial Woodford Mews Building Title Commitment
       J-2       - Cherokee Title Commitment
       K -       Service Contracts
       L -       Personal Property
       M -       Security Deposits
       N -       Rent Roll
                                  
                   AGREEMENT OF SALE AND PURCHASE
  
  
       THIS  AGREEMENT OF SALE AND PURCHASE ("Contract") is entered
  into  by and between MBL LIFE ASSURANCE CORPORATION, a New Jersey
  corporation   ("Seller")  and  THE  PARKWAY  COMPANY,   a   Texas
  corporation ("Purchaser").
  
                              ARTICLE 1
  
                          Sale and Purchase
  
       Subject to the terms and provisions hereof, Seller agrees to
  sell to Purchaser, and Purchaser agrees to purchase from Seller:
  
             (a) all right, title and interest of Seller in and  to
       the  real  property  described on  EXHIBITS  "A-1  and  A-2"
       attached  hereto and made a part hereof, together  with  all
       right,  title and interest of Seller in and to any  and  all
       strips  or  gores,  roads,  easements,   streets   and  ways
       bounding  such real property,  and  rights  of  ingress  and
       egress  thereto (collectively, the "Real Property");
  
             (b) all right, title and interest of Seller in and  to
       all improvements situated upon the Real Property, including,
       but  not  by  way  of  limitation, those certain  buildings,
       structures,  fixtures and other improvements of  every  kind
       and  nature  presently situated on, in, under  or  hereafter
       erected,  installed or used in, or about the  Real  Property
       and  commonly  known  as  the (i) Centennial  Woodford  Mews
       Building, 8381-91 Old Courthouse Road, Vienna, Virginia; and
       (ii)     Cherokee   Building,    5510    Cherokee    Avenue,
       Alexandria,  Virginia (collectively, the "Improvements");
  
             (c) all right, title and interest of Seller in and  to
       all  personal  property  of every kind  and  nature  now  or
       hereafter  installed, located, situated or used  in,  on  or
       about,  or  in  connection  with  the  operation,  use   and
       enjoyment   of   the  Real  Property  or  the   Improvements
       (collectively, the "Personal Property");
  
             (d)  all  right, title and interest of Seller  in  all
       material  intangible personal property used in the operation
       and/or management of the Real Property and Improvements  and
       in  the  repair, operation and maintenance of  the  Personal
       Property and includes, without limitation (i) all assignable
       guaranties  and  warranties (including those  pertaining  to
       construction  of  the  Improvements,  if  any);   (ii)   all
       assignable  licenses  and  other  permits  relating  to  the
       Subject  Properties  or  the operation  thereof;  (iii)  all
       assignable  contracts, agreements and contract rights;  (iv)
       all  utility  connections related to the Subject Properties;
       (v)   all  rights to use the name "Centennial Woodford  Mews
       Building" and "Cherokee Building" on a non-exclusive  basis;
       and  (vi)  all  leases, tenancies and rental  agreements  or
       arrangements  with tenants, and security, damage  and  other
       deposits  and payments which have been collected  by  Seller
       and  are in Seller or Seller's property manager's possession
       with  respect  to the Leases and not retained by  Seller  in
       accordance  with  the terms of the Leases (collectively  the
       "Intangible Property").
  
       The  Real  Property,  Improvements,  Personal  Property  and
  Intangible Property are hereinafter collectively referred  to  as
  the "Subject Properties
  
  
                              ARTICLE 2
  
  
                    CONSIDERATION FOR CONVEYANCE
  
       2.1  PURCHASE  PRICE   The purchase price  for  the  Subject
  Properties  is  and  shall  be the sum of  Eleven  Million  Fifty
  Thousand  and  No/100  Dollars  ($11,050,000.00)  (the  "Purchase
  Price"),  which shall be due and payable in cash by wire transfer
  of  immediately available federal funds at the closing  of  title
  and delivery of the deed ("Closing").
  
       2.2 ALLOCATION OF PURCHASE PRICE The Purchase Price has been
  allocated  as  follows in accordance with  Section  1060  of  the
  Internal Revenue Code.
       
            Centennial Woodford Mews Building      $7,559,000.00
            Cherokee Building                      $3,491,000.00
                   TOTAL                          $11,050,000.00
  
       The Seller and Purchaser stipulate and agree that they shall
  adhere  to  such  allocation for federal,  state and  income  tax
  reporting purposes.  The terms of this Section 2.2 shall  survive
  Closing of this Contract.
  
  
                              ARTICLE 3
  
  
                            EARNEST MONEY
  
       3.1  INITIAL  DEPOSIT   Upon Purchaser's execution  of  this
  Contract,  Purchaser shall deliver to the Seller four  (4)  fully
  executed  counterparts of this Contract, and shall simultaneously
  deliver to the Title Company (as defined in Section 4.3) by  wire
  transfer  of  immediately available federal funds,  or  cashier's
  check  or  bank check drawn by a bank satisfactory to Seller  the
  amount  of  One Hundred Thousand and No/l00 Dollars ($100,000.00)
  (the  "Earnest Money").  Purchaser shall also provide  the  Title
  Company  with its federal tax identification number.   The  Title
  Company  shall,  promptly upon receipt of the Earnest  Money  and
  Purchaser's federal tax identification number, place the  Earnest
  Money  in  an  interest bearing account in  a  federally  insured
  institution  approved by Seller. The interest thus derived  shall
  become  part of the Earnest Money and shall be paid to the  party
  entitled  to  the  Earnest  Money in accordance  with  the  terms
  hereof.  If the sale contemplated by this Contract is consummated
  in  accordance with the terms hereof, the Earnest Money including
  the  interest  gained thereon shall be applied  to  the  Purchase
  Price  to  be paid to Seller at the Closing. Except as  otherwise
  provided  herein,  the Earnest Money shall  be  nonrefundable  to
  Purchaser upon the Effective Date of this Contract (as defined in
  Section 12.2).
  
  This Contract shall be of no force and effect until such time  as
  (i) Purchaser has complied with each of the terms of this Section
  3.1; (ii) Seller has executed this Contract; and (iii) Seller has
  sent  to  Purchaser  one (1) fully executed counterpart  of  this
  Contract  in  accordance  with Section 12.2   of  this  Contract;
  provided,  however, Seller shall not execute this Contract  until
  Purchaser has deposited the Earnest Money with the Title Company.
  
  In the event the Title Company cannot comply with the obligations
  pursuant  to  this Article, Purchaser and Seller  shall  mutually
  select  another title company.   Within five (5) days  after  the
  Effective Date, the Title Company will deliver an insured closing
  letter  to  Seller  in  a form acceptable to  Seller.  The  Title
  Company  must  sign  this  Contract as evidence  that  the  Title
  Company agrees to be bound by the obligations contained herein.
  
       3.2 ADDITIONAL DEPOSIT  On or before the expiration date  of
  the  Inspection  Period  (as defined in Section  6.1),  Purchaser
  shall  deliver  to  the Title Company an additional  Two  Hundred
  Thousand  and No/100 Dollars ($200,000.00) (sometimes hereinafter
  referred  to  as the "Additional Earnest Money") which  shall  be
  deposited into such account and become part of the Earnest Money.
  The failure of Purchaser to deliver the Additional Earnest Money,
  in  the amount and within the time period required hereby,  shall
  entitle Seller, at its sole and unfettered election, to terminate
  this  Contract,  in  which event the Earnest Money  deposited  by
  Purchaser  shall be paid to the Seller and no party hereto  shall
  have  any  further  rights or liabilities hereunder,  except  for
  Purchaser's   liability   pursuant  to   Section    6.1   hereof.
  However,   if  Seller  has  not  received Purchaser's  Notice  of
  Termination  (as defined in Section 6.2) prior to the  expiration
  of  the Inspection Period, Seller may elect not to terminate this
  Contract and to demand immediate receipt by the Title Company  of
  the Additional Earnest Money.  The failure of Purchaser to pay to
  the  Title Company the Additional Earnest Money will be a default
  hereunder  for  which Seller may elect any of  its  rights  under
  Section 11.2 hereof, including, without limitation, the right  to
  pursue  Seller's claim against Purchaser for the full  amount  of
  the  Additional  Earnest  Money and all  costs  and  expenses  of
  collection, including, without limitation, reasonable  attorneys'
  fees,  and interest on such amounts due hereunder at the rate  of
  twelve percent (12%) per annum from the date of the expiration of
  the Inspection Period until such amounts shall have been paid  in
  full.
  
       IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT UNLESS EXPRESSLY
  PROVIDED HEREIN TO THE CONTRARY, UPON THE EFFECTIVE DATE OF THIS
  CONTRACT, THE EARNEST MONEY SHALL THEREAFTER BE NONREFUNDABLE TO
  PURCHASER.
  
  
                              ARTICLE 4
  
  
                       SURVEY AND TITLE POLICY
  
       4.1 PERMITTED EXCEPTIONS The Subject Properties are sold and
  are to be conveyed subject to the following:
  
       (a)  Zoning and building laws1 restrictions, regulations and
       ordinances  of  the municipality in which the Real  Property
       is located, if any.
  
       (b)  Covenants,  conditions, easements and  restrictions  of
       record.
  
       (c)   State   of  facts  an  accurate  survey  or   personal
       inspection would show.
  
       (d)  All  notes or notices of violations of law or municipal
       ordinances,  orders or requirements noted in  or  issued  by
       the  Departments  of  Housing and  Buildings,  Fire,  Labor,
       Health,   or   other    Federal,    State    or    Municipal
       Departments   having jurisdiction, against or affecting  the
       Subject Properties at the date of the Closing.
  
       (e)  Any  matters as set forth in Sections  4.2  and/or  4.3
       hereof  not objected to by Purchaser prior to the expiration
       of  the Inspection Period,  and any matters  objected to  by
       Purchaser  prior to the expiration of the Inspection  Period
       which the Title Company (as such term is defined in Section
       4.3 hereof) is willing to affirmatively insure.
  
       Provided, however, that Purchaser shall only be obligated to
  accept   the   Subject  Properties  subject  to  the   "Permitted
  Exceptions" as such term is defined in Section 4.3.
  
       4.2  SURVEY    By  Purchaser's execution of  this  Contract,
  Purchaser  acknowledges receipt of (i)  a  survey  affecting  the
  Centennial  Woodford  Mews Building property  as  determined  and
  prepared by Paciulli, Simmons and Associates, Ltd. dated May  16,
  1996 attached hereto as Exhibit "B-i" and made a part hereof, and
  (ii)   a  survey  affecting  the Cherokee  Building property   as
  determined and prepared by Paciulli, Simmons and Associates, Ltd.
  dated  May 16, 1996 attached hereto as Exhibit" B-2" and  made  a
  part hereof (collectively referred to as the "Survey"). Purchaser
  may cause the Survey to be updated/revised and/or recertified  at
  Purchaser's sole cost and expense.  Any matter identified on  the
  updated/revised/ recertified Survey must be objected  to  by  the
  Purchaser  prior  to the expiration of the Inspection  Period  in
  accordance with the provisions of Section 4.3 hereof or it  shall
  be deemed a permitted exception.  If this Contract is terminated,
  Purchaser  will  return  the Survey and  any  copies  thereof  to
  Seller.
  
       4.3  TITLE POLICY  Purchaser hereby acknowledges the receipt
  and  acceptance of (i) that certain title commitment number 9676-
  50002  dated  effective  December  27,  1995  on  the  Centennial
  Woodford Mews property attached hereto as Exhibit "J-1" and  made
  a  part  hereof (the "Centennial Woodford Mews Title Commitment")
  together with copies of all documents constituting exceptions  to
  Seller's title as reflected in the Centennial Woodford Mews; and,
  (ii)  that  certain  title  commitment  number  9676-50003  dated
  effective December 27, 1995 on Cherokee property attached  hereto
  as  Exhibit  "J-2"  and made a part hereof (the  "Cherokee  Title
  Commitment")  together with copies of all documents  constituting
  exceptions  to Seller's title as reflected in the Cherokee  Title
  Commitment  (said Centennial Woodford Mews Title  Commitment  and
  the  Cherokee Title Commitment sometimes hereinafter referred  to
  as  the  "Title Commitment") for the issuance of one (1)  Owner's
  Policy  of Title Insurance covering both properties from  Chicago
  Title  Insurance  Company, 7921 Jones Branch Drive,   6th  Floor,
  McLean1  Virginia  22102  (the "Title Company")  attn:  Susan  B.
  Poff,  phone  (703) 902-9700, facsimile (703)  903-9395.   Within
  five  (5) days after the Effective Date, Seller at Seller's  sole
  cost  and  expense, will furnish to Purchaser an update  of  said
  Title   Commitment  together  with  copies  of   any   additional
  exceptions  to  Seller's title as reflected in the updated  Title
  Commitment.   Purchaser  shall  have  until  on  or  before   the
  expiration  of the Inspection Period to review the Survey,  Title
  Commitment  and the documents referred to therein and  referenced
  in  Section  4.1(a)  through (e) hereinabove and  to  deliver  to
  Seller  in  writing  such objections as  Purchaser  may  have  to
  anything  contained  or  set forth in  the  Title  Commitment  or
  Survey.  Any item to which Purchaser does not object prior to the
  expiration  of  the Inspection Period shall be  deemed  to  be  a
  permitted  exception ("Permitted Exceptions").  As  to  items  to
  which  Purchaser makes objections, Seller may elect, in its  sole
  discretion,  to cure such objections, such cure to  include,  but
  not  to  be  limited to, the Title Company providing  affirmative
  insurance  over  such  objection(s)  in  a  form  acceptable   to
  Purchaser.   In the event Seller elects not to cure such  matters
  prior  to  the  Closing,  Seller will notify  Purchaser  of  such
  election and Purchaser shall have the right, within five (5) days
  after  Seller's notice, to either (i) terminate the Contract,  in
  which  event it shall receive a full refund of the Earnest Money,
  and  no  party  hereto  shall have any further  rights  hereunder
  except for Purchaser's liability pursuant to Article 6 hereof, or
  (ii)  waive such title and survey matters, without any  reduction
  in the Purchase Price, and proceed to the Closing, whereupon such
  waived  title   and   survey  matters  shall   also   be   deemed
  "Permitted Exceptions".
       
       In  the  event  Seller  elects to cure such  objections  and
  Seller  is  unable to cure same by the Closing, then  Seller  may
  extend  the Closing for a period of time thereafter in  order  to
  cure same, but in no event shall the Closing be extended for more
  than sixty (60) days after the originally scheduled date (as same
  shall  be  amended pursuant to the terms of this  Contract).   If
  cure  is  unable  to  be effected within such extended  sixty-day
  period, then this Contract shall terminate and the Earnest  Money
  shall be paid to the Purchaser.
  
  
                              ARTICLE 5
  
                  ADDITIONAL ITEMS TO BE FURNISHED
                       TO PURCHASER BY SELLER
  
       5.1   SUBMISSION  ITEMS  Within  five  (5)  days  after  the
  Effective Date, Seller shall furnish to Purchaser the following:
  
       (a)  Copies of the most recent tax statements on the Subject
  Properties.
  
       (b)  Copies  of  all operating statements  for  the  Subject
  Properties  for the last two (2) calendar years, i.e.,  1994  and
  1995, and for the current year 1996 through April 30, 1996.
  
       5.2  ADDITIONAL SUBMISSION ITEMS  With the execution of this
  Contract  the  Purchaser hereby acknowledges the receipt  of  the
  following from Seller:
  
       (a)  A  phase I environmental site assessment on  Centennial
  Woodford Mews Building dated September 18, 1991 prepared by  ATEC
  Environmental Services attached hereto as Exhibit "I-i" and  made
  a part hereof.
  
       (b)  A phase I environmental site assessment on the Cherokee
  Building  dated September 3, 1991 prepared by ATEC  Environmental
  Services attached hereto as Exhibit "1-2" and made a part hereof.
  
       (c)   A  list of all service contracts, warranties or  other
  agreements  affecting  the operation of  the  Subject  Properties
  (herein collectively the "Miscellaneous Contracts"), relating  or
  pertaining  to  the  Subject  Properties  in  the  possession  of
  Seller's property manager ("Manager") attached hereto as  Exhibit
  "K"  and made  a  part  hereof.    Purchaser  shall  assume   all
  of    the  Miscellaneous  Contracts  at  Closing,  provided  such
  Miscellaneous Contracts permit such assumption.
  
        (d)   A  list of the Personal Property attached  hereto  as
  Exhibit "L" and made a part hereof.
  
       (e)   A list of the tenant security deposits and letters  of
  credit representing tenant security deposits in the possession of
  Seller  and/or Manager attached hereto as Exhibit "M" and made  a
  part hereof.
       
       (f)   A  Rent  Roll  (herein so called) attached  hereto  as
  Exhibit "N" and made a part hereof certified by Seller's property
  manager  as  true  and  correct to the best  of  their  knowledge
  prepared as of the first day of the month of the Effective  Date,
  which  Rent  Roll  shall  reflect, as of  the  date  thereof,  in
  relation  to  all  leases  or other   tenancy   agreements   with
  respect  to  the  Improvements ("Leases") together with copies of
  each and every Lease identified on the Rent Roll executed and  in
  effect as of the Effective Date:
  
                    (i)     suite number;
                   (ii)     name of tenant;
                   (iii)    monthly rental; and
                   (iv)     the expiration date of the Lease.
  
        At  Closing, Seller shall provide Purchaser with an updated
  Rent Roll dated not earlier than five (5) days prior to Closing.
  
  The  items  described  in Sections 5.1 and  5.2  are  hereinafter
  collectively referred to as the "Submission Items".   Seller  and
  Purchaser  acknowledge that the Subject Properties were  acquired
  by   Seller's   predecessor   through   foreclosure   and    that
  Seller's obligations under this Article 5 are limited to  records
  and  information to which Seller and/or Seller's property manager
  ("Manager") have access.
  
       5.3  CONFIDENTIALITY  All of the Submission  Items  and  any
  other  reports,  documents  or information  given  by  Seller  to
  Purchaser  in connection herewith shall be returned to Seller  or
  kept  in  confidence  by  Purchaser pursuant  to  the  terms  and
  conditions  of  that  certain Confidentiality  Agreement  Between
  Broker   and  Recipient  dated  May  29,  1996  ("Confidentiality
  Agreement").
  
       5.4 INFORMATION As an essential inducement to Seller to sell
  the  Subject Properties to Purchaser on the favorable  terms  and
  conditions set forth in this Contract, Purchaser acknowledges and
  agrees that:  (i) all documents, materials, reports, studies  and
  other  information delivered or disclosed to Purchaser by  Seller
  (the   "Information")  are  being  provided   to   Purchaser  for
  informational  purposes  only and only  as  an  accommodation  to
  Purchaser; (ii) Seller had not made, is not making, and will  not
  make any representation, warranty or promise of any kind, express
  or implied, concerning the accuracy or completeness of all or any
  part    of   the   Information;   and   (iii)   any   inaccuracy,
  incompleteness,  or  deficiency in any part  of  the  Information
  shall  be solely the risk and responsibility of Purchaser,  shall
  not  be  chargeable in any respect to Seller, and shall not  form
  the  basis  of  any  claims  by  Purchaser  against  Seller,  its
  employees, agents, or assigns such claims being expressly  waived
  and relinquished by Purchaser (upon Purchaser's request, however,
  Seller  will  consider waiving any conflicts of interest  in  the
  event  Purchaser desires to engage any such person or  entity  to
  prepare,  author,  compile or create any  documents,   materials,
  reports,    studies    or    other   information   directly   for
  Purchaser's benefit).
  
  
                              ARTICLE 6
  
  
                          INSPECTION AND AUDIT
  
       6.1 INSPECTION PERIOD  Purchaser shall have twenty (20) days
  after  the Effective Date (the "Inspection Period") within  which
  to  make   all  audits,  inspections  or  investigations  desired
  by Purchaser, subject to Seller's requirements as hereinafter set
  forth.  Purchaser and Purchaser's accountants, attorneys or other
  representative(s) (which shall not exceed four (4) persons at any
  one  time, including Purchaser and its representatives,  each  of
  which  persons must be accompanied by an authorized  employee  or
  representative of Manager or Seller) shall have the right, during
  regular business hours and with reasonable notice, to:
  
            (a)  interview the Manager regarding the management  or
       operation  of  the  Subject Properties and  to  inspect  the
       Leases and books and records of the Subject Properties  that
       are in the Manager's possession;
            
            (b)  inspect the books, records and files relating to the
       condition or operation of the Subject Properties that are in the
       possession or control of Seller or its Manager;
            
            (c)  subject to the rights of tenants occupying space in the
       Improvements, at its sole risk and expense, inspect the Real
       Property  and Improvements and make such tests, surveys  and
       inspections as Purchaser deems necessary,  including, without
       limitation,  soil  tests,  topographical  surveys, structural and
       foundation  surveys,   concrete  tests,   roof  inspections,
       equipment    inspections    and  environmental  inspections.
       Purchaser shall exercise (and cause its agents and employees to
       exercise) due care and ordinary prudence in performing  such
       surveys, inspections and tests and shall not exercise such right
       in a manner that materially interferes with the operation of the
       Subject Properties.   If the transactions  contemplated  hereby
       are  not  consummated, Purchaser, at its own cost and expense,
       promptly  shall repair any damage to the Subject  Properties
       resulting from such surveys, tests or inspections.  Purchaser
       shall indemnify, defend, save and hold harmless Seller from and
       against any and all claims, liens (including, without limitation,
       mechanic's and materialman's liens), actions, suits, proceedings,
       costs, expenses, damages or other liabilities, including, without
       limitation, attorneys' fees and court costs, all as incurred,
       arising out of the rights granted to Purchaser pursuant to the
       terms of this Inspection Period.  Purchaser, its contractors and
       representatives shall keep confidential any and all information,
       documents and reports obtained or prepared by them relating to
       the  Subject  Properties in accordance with  the  terms  and
       conditions of the Confidentiality Agreement. At Seller's request,
       Purchaser shall furnish to Seller copies of all studies, tests
       and surveys undertaken and completed in connection with such
       inspections and at Seller's request therefore, certify same to
       Seller. The terms of this Section 6.1   shall survive the Closing
       or the termination of this Contract.
            
       6.2   CONDITION  OF SUBJECT PROPERTIES  In  the  event  that
  Purchaser,   during  the Inspection Period,  disapproves  of  the
  condition  of the Subject Properties or the Submission Items,  in
  its  sole  and absolute discretion, Purchaser may terminate  this
  Contract by delivering, prior to the expiration of the Inspection
  Period,  written notice to Seller specifically and  unequivocally
  terminating  this  Contract ("Notice of Termination").   In  such
  event,  Seller  shall  be paid the Earnest Money,  and  no  party
  hereto  shall  have  any  further  obligations  hereunder  except
  Purchaser's liabilities under Section 6.1 hereof.  In  the  event
  that  Purchaser fails within the Inspection Period  to  give  the
  Notice of Termination, Purchaser shall be deemed to have accepted
  the  condition of the Subject Properties and Submission Items and
  Purchaser may not thereafter terminate this Contract by reason of
  the condition of the Subject Properties or Submission Items.   If
  Purchaser  notifies  Seller  within the  Inspection  Period  that
  Purchaser  approves the condition of the Subject  Properties  and
  Submission  Items, then Purchaser shall be deemed to have  waived
  Purchaser's right to terminate under this Section 6.2 and may not
  thereafter terminate this Contract by reason of the condition  of
  the Subject Properties and Submission Items.
  
  
  
                              ARTICLE 7
  
  
             DAMAGE OR DESTRUCTION PRIOR TO THE Closing
  
       7.1  DAMAGE OR DESTRUCTION Until Closing, the risk of loss or
  damage  to  the Subject Properties by fire or other  casualty  is
  assumed  by  Seller, but without any obligation on  the  part  of
  Seller to repair or replace any such loss or damage unless Seller
  elects  to  do  so as hereinafter provided. Seller  shall  notify
  Purchaser  of  the occurrence of any such loss or damage  to  the
  Real  Property  and Improvements ("Seller's Notice")  within  ten
  (10)  days  after  such  occurrence or by  the  day  of  Closing,
  whichever  first  occurs.   If  the  estimated  cost  of  repair,
  replacement or restoration of such loss or damage (as defined  in
  Section  7.4 hereof) is equal to or in excess of One Million  One
  Hundred Five Thousand and No/100 Dollars ($1,105,000.00)  to  the
  Real  Property and Improvements, either party may upon notice  to
  the  other, terminate this Contract, in which event this Contract
  shall  be  terminated and of no further force or  effect  and  no
  party hereto shall thereafter have any further rights against, or
  obligations  or  liabilities to, any  other  by  reason  of  this
  Contract except for Purchaser's liability pursuant to Section 6.1
  hereof and any monies paid by Purchaser as Earnest Money shall be
  returned to Purchaser and all insurance proceeds shall be paid to
  Seller.   If Seller elects to make such repairs and restorations,
  Seller's  Notice shall set forth an adjourned date  for  Closing;
  provided,  however,  whether or not Seller elects  to  make  such
  repairs  and  restorations, if the cost  to  repair,  replace  or
  restore  such  loss or damage is equal to or  in  excess  of  One
  Million   One   Hundred   Five  Thousand   and   No/100   Dollars
  ($1,105,000.00), Purchaser shall have the following options:  (i)
  to  declare  the  Contract canceled and of no  further  force  or
  effect and to receive a refund of all monies paid by Purchaser as
  Earnest Money, in which event no party shall thereafter have  any
  further  rights against,  or obligations or liabilities  to,  any
  other by reason of this Contract except for Purchaser's liability
  pursuant  to Section 6.1 hereof, or (ii) to complete the purchase
  in  accordance  with  this  Contract  without  reduction  of  the
  Purchase  Price;  provided, however, Seller shall  turn  over  to
  Purchaser  at the Closing the net proceeds actually collected  by
  Seller  under the provisions of any hazard insurance policies  to
  the extent that they are attributable to loss of or damage to the
  Real  Property  and  Improvements, plus the  amount  of  Seller's
  deductible, if any, less any sums theretofore expended by  Seller
  in  repairing  or replacing such loss or damage or in  collecting
  such proceeds and assign Seller's rights thereto to Purchaser.
       
       7.2  PURCHASER'S OPTION IN EXCESS OF AMOUNT  If the estimated
  cost of repair, replacement or restoration of such loss or damage
  to the Real Property and Improvements is equal to or in excess of
  One   Million  One  Hundred  Five  Thousand  and  No/100  Dollars
  ($1,105,000.00),  Purchaser  may exercise  the  resulting  option
  under  (i)  or  (ii) of Section 7.1 above only by written  notice
  given  to  Seller within ten (10) business days after receipt  of
  Seller's  bid  from a contractor in accordance with  Section  7.4
  hereof.   If Purchaser does not give such notice to Seller within
  the  prescribed  time period, Purchaser shall be deemed  to  have
  elected its option under Section 7.1 (ii).
       
       7.3      PURCHASER'S OPTION LESS THAN AMOUNT If the estimated
  cost of repair, replacement or restoration of such loss or damage
  to  the  Real Property and Improvements is less than One  Million
  One Hundred Five Thousand and No/100 Dollars ($1,105,000.00), and
  Seller  does  not  elect to make such repairs  and  restorations,
  Purchaser shall complete the purchase in accordance with  Section
  7.1 (ii) above.
       
       7.4  ESTIMATED COST OF REPAIR, REPLACEMENT AND RESTORATION The
  term  "estimated cost of repair, replacement and restoration"  or
  "estimated  value  of  such  portion of  the  Real  Property  and
  Improvements  to be taken" shall mean a firm bid for  the  actual
  cost  of repair and restoration obtained by Seller, within twenty
  (20)  days  of  receipt  of  Seller's Notice,  from  a  reputable
  contractor regularly doing business in the locality where Subject
  Properties are located.
       
       7.5  CONDEMNATION  If an amount equal to or in excess of One
  Million   One   Hundred   Five  Thousand   and   No/100   Dollars
  ($1,105,000.00) of the Subject Properties is taken prior  to  the
  Closing by any governmental or quasi-governmental body or  agency
  in  the  exercise  of  the power of eminent domain,  then  either
  party, upon notice to the other, may terminate this Contract,  in
  which  event the Earnest Money will be paid to the Purchaser  and
  all  condemnation awards and proceeds shall be paid to Seller and
  no party hereto shall thereafter have any further rights against,
  or  obligations  or liabilities to, any other by reason  of  this
  Contract  except  for  Purchaser's  obligations  and  liabilities
  pursuant  to  Section 6.1 hereof.  If this  Contract  is  not  so
  terminated   and   the  Closing  hereunder  is  completed,    all
  condemnation  awards and proceeds shall be paid to Purchaser.  If
  the governmental authority exercising its power of eminent domain
  has not determined the value of that portion of the Real Property
  and  Improvements to be taken, then the estimated value  of  such
  portion  to  be  taken  shall be determined  in  accordance  with
  Section  7.4 hereof except that such determination shall be  made
  by an appraiser mutually selected by Purchaser and Seller.
    
       
       
       
                              ARTICLE 8
  
  
                        CONDITION OF PROPERTY
  
        8.1  CONDITION OF PROPERTY  IT IS EXPRESSLY UNDERSTOOD  AND
  AGREED  THAT PURCHASER SHALL ACCEPT THE CONVEYANCE OF THE SUBJECT
  PROPERTIES IN THEIR PRESENT CONDITION, "AS-IS, WHERE-IS," SUBJECT
  TO  ALL PATENT AND LATENT DEFECTS, IF ANY, WITH NO REPRESENTATION
  OR  WARRANTY BY SELLER EXCEPT AS EXPRESSLY PROVIDED FOR  IN  THIS
  CONTRACT  AS  TO THEIR FITNESS,  SUITABILITY,  HABITABILITY,   OR
  USABILITY,  INCLUDING BUT NOT LIMITED TO,  (I)   THE  QUALITY  OR
  CONDITION  OF  THE IMPROVEMENTS AND THE REAL PROPERTY  INCLUDING,
  WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (II) THE  MANNER
  OF  OPERATING  THE  SUBJECT PROPERTIES AND THE  EXPENSES  RELATED
  THERETO, (III) THE COMPLIANCE OF THE SUBJECT PROPERTIES WITH  ANY
  LAWS,  RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL BODY,
  IT  BEING  UNDERSTOOD  THAT  THE SELLER'S  PREDECESSOR  IN  TITLE
  ACQUIRED  THE  SUBJECT  PROPERTIES  BY  VIRTUE  OF  A  SUBSTITUTE
  TRUSTEE'S  DEED ARISING OUT OF A FORECLOSURE SALE, AND  (IV)  THE
  NATURE  AND  EXTENT  OF  ANY SERVITUDES,  RIGHTS-OF-WAY,  LEASES,
  POSSESSION,    LIENS,   ENCUMBRANCES,   LICENSES,   RESERVATIONS,
  CONDITIONS OR OTHERWISE EXCEPT AS EXPRESSLY PROVIDED FOR IN  THIS
  CONTRACT.  PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
  REPRESENTATION,  WARRANTY,  STATEMENT  OR  OTHER  ASSERTION  WITH
  RESPECT  TO THE SUBJECT PROPERTIES' CONDITION MADE BY SELLER  AND
  ACCEPTS  THE  SUBJECT PROPERTIES UNDER THE EXPRESS  UNDERSTANDING
  THAT  THERE ARE NO EXPRESS OR IMPLIED WARRANTIES MADE  BY  SELLER
  WITH  RESPECT TO THE CONDITION OR VALUE OF THE SUBJECT PROPERTIES
  (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN ANY  OF  THE
  CLOSING DOCUMENTS). PURCHASER DECLARES THAT IT IS EXPERIENCED  IN
  THE  OWNERSHIP AND OPERATION OF PROPERTIES SIMILAR TO THE SUBJECT
  PROPERTIES AND THEREFORE ACKNOWLEDGES THAT IT WILL RELY SOLELY ON
  ITS   OWN   INVESTIGATION   AND  EXAMINATION   OF   THE   SUBJECT
  PROPERTIES,,WHICH  IT  IS  QUALIFIED TO  MAKE,  AND  NOT  ON  ANY
  INFORMATION  PROVIDED OR TO BE PROVIDED BY SELLER.  SELLER  MAKES
  NO REPRESENTATION AS TO ANY ENVIRONMENTAL MATTERS RELATING TO THE
  SUBJECT   PROPERTIES   INCLUDING,   WITHOUT   LIMITATION,    SOIL
  CONDITIONS, PURCHASER HAVING BEEN GIVEN THE INSPECTION PERIOD  TO
  SATISFY ITSELF THAT THERE ARE NO HAZARDOUS MATERIALS (DEFINED  IN
  THIS  SECTION  8.1)  ON OR IN THE SUBJECT PROPERTIES  THAT  WOULD
  CAUSE EITHER STATE OR FEDERAL AGENCIES TO ORDER A CLEANUP OF  THE
  SUBJECT  PROPERTIES UNDER ANY ENVIRONMENTAL LAW.  AS USED HEREIN,
  THE TERM "ENVIRONMENTAL LAW" SHALL MEAN AND INCLUDE COMPREHENSIVE
  ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C.
  9601,  ET SEQ., RESOURCE CONSERVATION AND RECOVERY ACT 42  U.S.C.
  6901,  ET SEQ. AND ALL OTHER SIMILAR EXISTING AND FUTURE FEDERAL,
  STATE  AND  MUNICIPAL STATUTES, RULES, REGULATIONS AND ORDINANCES
  GOVERNING THE ENVIRONMENT OR THE GENERATION, DISPOSAL OR  STORAGE
  OF ANY HAZARDOUS MATERIALS, ALL AS AMENDED FROM TIME TO TIME, AND
  ALL  RULES  AND  REGULATIONS  PROMULGATED  THEREUNDER.  THE  TERM
  "HAZARDOUS   MATERIALS"   SHALL  MEAN   AND   INCLUDE   ASBESTOS,
  POLYCHORINATED  BIPHENYLS,  PETROLEUM  PRODUCTS  AND  ANY   OTHER
  HAZARDOUS  OR  TOXIC  MATERIALS, WASTES AND SUBSTANCES  THAT  ARE
  DEFINED  AS  SUCH  IN  ANY ENVIRONMENTAL  LAW.  SELLER  MAKES  NO
  REPRESENTATION  AS  TO  THE CONDITION OR  VALUE  OF  THE  SUBJECT
  PROPERTIES.  PURCHASER HEREBY WAIVES AND RELEASES SELLER  OF  AND
  FROM  ANY  CLAIMS,  ACTIONS, CAUSES OF ACTION,  DEMANDS,  RIGHTS,
  LIABILITIES,   OBLIGATIONS,   DAMAGES,   COSTS,    EXPENSES    OR
  COMPENSATION  WHATSOEVER, DIRECT OR INDIRECT, KNOWN  OR  UNKNOWN,
  FORESEEN OR UNFORESEEN, THAT PURCHASER NOW HAS OR THAT MAY  ARISE
  IN  THE FUTURE ON ACCOUNT OF OR IN ANY WAY GROWING OUT OF  OR  IN
  CONNECTION WITH THE ECONOMIC, PHYSICAL OR ENVIRONMENTAL CONDITION
  OF THE SUBJECT PROPERTIES, OR ANY ENVIRONMENTAL LAW OR APPLICABLE
  REGULATION. THE PROVISIONS OF THIS SECTION 8.1 SHALL BE CONTAINED
  IN  THE  DEED  TO  BE  DELIVERED TO PURCHASER AT  CLOSING,  SHALL
  SURVIVE  CLOSING AND THE FUTURE TRANSFER OF ANY  OR  ALL  OF  THE
  SUBJECT PROPERTIES BY
  PURCHASER.
  
       8.2   PURCHASER'S ADDITIONAL WAIVERS   Purchaser agrees that
  Seller  shall not be responsible or liable to Purchaser  for  any
  construction  defects, errors, omissions, or on  account  of  any
  other conditions affecting the Subject Properties as Purchaser is
  purchasing  the Subject Properties AS IS, WHERE IS and  WITH  ALL
  FAULTS.    Purchaser  or anyone claiming, by,  through  or  under
  Purchaser, hereby fully releases Seller, its employees, officers,
  directors,  representatives and agents from any  and  all  claims
  that  it  may  now have or hereafter acquire against Seller,  its
  employees,  officers, directors, representatives and  agents  for
  any  cost,  loss, liability, damage, expense, demand,  action  or
  cause  of  action  arising from or related  to  any  construction
  defects,  errors,  omissions, or other conditions  affecting  the
  Subject  Properties.  Purchaser further acknowledges  and  agrees
  that this release shall be given full force and effect, according
  to  each of its express terms and provisions, including, but  not
  limited  to,  those  relating to unknown and unsuspected  claims,
  damages, and causes of action.
       
       8.3   MANAGEMENT OF PROPERTIES  Seller agrees that  it  will
  continue  to  cause  the Subject Properties  to  be  managed  and
  operated  by  Manager through the Closing in a manner  consistent
  with  the  manner  currently being practiced.   Seller  makes  no
  representations  and assumes no responsibility  with  respect  to
  continued occupancy of the Real Property and Improvements or  any
  part  thereof by any tenant or tenants now in possession.   Prior
  to  the Closing, Seller shall be entitled, but not obligated,  to
  enforce  the rights under any Lease or any tenancy by  litigation
  in  any  court-  having  jurisdiction over  landlord  and  tenant
  matters.   The removal by Seller of tenants that are  in  default
  under  their leases shall not give rise to any claim on the  part
  of  Purchaser  or affect this Contract in any manner  whatsoever.
  After the Closing, Seller shall be entitled to collect arrearages
  due Seller prior to Closing under any Lease or any tenancy (i) by
  litigation  in  any court having jurisdiction over  landlord  and
  tenant matters, or (ii) in any other manner Seller may elect.
  
        8.4  MODIFICATION OR RENEWALS OF LEASES  Seller will advise
  Purchaser of, any pending renewal or modification of an  existing
  Lease  or  any  proposed new lease of space in the  Improvements,
  that   is   acceptable  to  Seller,  in  its  sole  and  absolute
  discretion,  and will provide to Purchaser written specifications
  ("Specifications") of certain terms and conditions  with  respect
  thereto,  including, among other things, location of  the  leased
  premises, rental rate, term, options or renewals (if any), tenant
  improvement costs and leasing commissions.  Purchaser shall  have
  a  period  of  five (5) business days after receipt  of  Seller's
  Specifications within which to approve or disapprove  in  writing
  such  proposed modifications or renewal of an existing  Lease  or
  such  proposed new lease for space in the Improvements.    Notice
  to  Seller  of such approval or disapproval must be  received  by
  Seller within such five (5) business day period.  If Purchaser so
  approves, then all costs incurred in connection with such renewal
  or  extension of an existing Lease or such new lease,  including,
  without  limitation, tenant improvements and leasing  commissions
  (collectively "Costs"), shall be the responsibility of  Purchaser
  and  Purchaser  shall  reimburse  Seller  at  Closing  for  Costs
  reasonably  incurred  by  Seller in  connection  therewith.    If
  Purchaser  fails to approve or disapprove within  such  five  (5)
  business  day period, Purchaser shall be deemed to have  approved
  such  proposed modification or renewal of the existing  Lease  or
  such proposed new Lease.
  
       If within such five (5) day period, Purchaser disapproves of
  any  such renewal or extension of an existing Lease or a proposed
  new  lease,  Seller shall not enter into any of  such  agreements
  unless   this   Contract  is  terminated.   Notwithstanding   the
  provisions of this Section 8.4, any renewal, expansion or  option
  granted  to a tenant under an existing Lease shall not be subject
  to  the provisions of this Section 8.4 and Purchaser shall accept
  the  Subject  Properties subject to such Lease,  as  so  renewed,
  expanded   or   optioned,   and   shall   assume   all    duties,
  obligations   and  liabilities under any and  all  agreements  in
  relation  to paying any Costs  in connection therewith including,
  without  imitation, reimbursing Seller at Closing for  any  Costs
  reasonably incurred. Purchaser's  duties  and  obligations  under
  this  Section 8.4, including, without limitation, its obligations
  to pay all Costs, shall survive the Closing.
  
       Notwithstanding anything contained herein to  the  contrary,
  Seller  shall  at  Closing  either (i) provide  evidence  of  the
  payment  of, or (ii) apply as a credit to the Purchase Price  the
  actual  amount incurred or to be incurred less any amount  actual
  paid  by  Seller with respect to any tenant improvements,  moving
  expenses,   and/or  leasing  commissions  associated   with   the
  lease(s),  renewal  or  expansion with  tenants  in  the  Subject
  Properties executed prior to the Effective Date of this Contract.
  
       8.5  PURCHASER'S REPRESENTATIONS AND WARRANTIES    Purchaser
  makes  the  following representations and warranties, as  of  the
  date  of  execution of this Agreement and as of the Closing  Date
  which  shall  survive  Closing  and  conveyance  of  the  Subject
  Properties to
  Purchaser:
  
              (i) AUTHORITY.   Purchaser  is  a  corporation   duly
                  formed,  organized, existing and in good standing
                  under  the  laws of the State of Texas; 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.
  
             (ii) 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 Subject Properties, including,
                  without  limitation, land use, zoning  and  other
                  governmental restrictions.
  
            (iii) 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
  
       8.6  SELLER'S  REPRESENTATIONS AND WARRANTIES. Seller  makes
  the following representations and warranties,  as of the date  of
  execution  of  this Agreement and as of the Closing  Date,  which
  shall survive conveyance of the Subject Properties to Purchaser:
       
            (i)  AUTHORITY.  Seller is a corporation, duly  formed,
                 organized, existing and in good standing under the
                 laws  of the State of New Jersey; Seller 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  off
                 officers of Seller and are authorized to do so.
            
            (ii) MARKETABLE TITLE.  As of Closing, Seller will  own
                 the Personal Property free and clear of all liens,
                 -claims,  encumbrances, and rights of others,  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
                 Subject Properties.
  
           (iii) FIRPTA.    Seller is not a "foreign  person"
                 (as  defined  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 Sale.
  
  
                              ARTICLE 9
  
  
                               CLOSING
  
         9.1 DATE OF CLOSING The Closing hereunder shall take place
  at  the  offices  of the Title Company at 9:00 a.m.  The  Closing
  shall  be on or before five (5) days after the expiration of  the
  Inspection Period.
  
        9.2 Delivery of Items At Closing By Seller  At the Closing,
  Seller  shall  deliver or cause to be delivered to Purchaser  and
  Purchaser shall accept and execute where indicated, each  of  the
  following  items  (if Purchaser's execution is  required  by  the
  terms of such items):
             
            (a)  special warranty deed, in the form attached hereto
        as  Exhibit  "C" and made a part hereof duly  executed  and
        acknowledged  by  Seller,  conveying  title  in  the   Real
        Property  and  Improvements to Purchaser,  subject  to  the
        Permitted Exceptions;
            
            (b)   bill  of  sale  in the form  attached  hereto  as
        Exhibit  "D"  and  made  a part hereof  duly  executed  and
        acknowledged by Seller, conveying to Purchaser the Personal
        Property,   without  warranty,  subject  to  the  Permitted
        Exceptions;
            
            (c)   an  assignment,  without  recourse  in  the  form
        attached  as  Exhibit  "E" and made  a  part  hereof,  duly
        executed and acknowledged by Seller, assigning to Purchaser
        all  of  Seller's interest in (i) the Leases  and  security
        deposits  (that  are in Seller's or Manager's  possession),
        (ii)  those  Miscellaneous Contracts Purchaser is  assuming
        pursuant  to  Section 5.1(b) hereof, (iii) the  warranties,
        guaranties, and bonds applicable to the Subject  Properties
        and  (iv)  any  and  all  outstanding  tenant   improvement
        contracts    and/or    capital    contracts   (collectively
        referred to herein as "TI Contracts") any and all rights to
        use  the  names  "Cherokee Building"  and  the  "Centennial
        Woodford Mews Building
            
            (d)   transfer of all security deposits in the form  of
        letters of credits that are in Seller's possession;
            
            (e)    a letter in the form attached as Exhibit "F" and
        made a part hereof to be addressed to each tenant under the
        Leases  advising  such tenant that the  Subject  Properties
        have  been sold to Purchaser and that Purchaser has assumed
        the obligation to refund such tenant's security deposit  in
        accordance  with such Lease, with the exact amount  of  the
        deposit specified for such tenant;
            
            (f)    executed  originals of all Leases  or  occupancy
        agreements  and security deposits of tenants (the  security
        deposits  shall  be  transferred to Purchaser  by  separate
        check  issued  from  the Manager's account),  that  are  in
        possession  of Manager or Seller, relating to  all  or  any
        part of the Subject Properties;
            
            (g)    all  keys to all locks on the Subject Properties
        in possession of Seller;
            
            (h)    copies of Miscellaneous Contracts, TI Contracts,
        Leases in Seller's possession, assigned to Purchaser;
            
            (i)    a  certification in the form attached as Exhibit
        "G"  and  made a part hereof executed by Seller  containing
        the following:
  
               (i)     the  Seller's  U.S. Taxpayer  Identification
                       Number;
  
               (ii)    the business address of Seller; and
               
               (iii)   a statement that Seller is not a foreign person within
                       the meaning of Sections 1445 and 7701 of the Internal 
                       Revenue Code ("IRC")  (i.e.,  Seller is not a 
                       nonresident alien, foreign corporation, foreign 
                       partnership,  foreign trust or foreign estate as those
                       terms are defined in the IRC and applicable
                       Income Tax Regulations);
               
            (j)    a  Seller's  Affidavit  of  Title  in  the  form
        attached as Exhibit "H" and made a part hereof executed  by
        the Seller; and
            
            (k)  deliver to Purchaser such evidence or documents as
        may  be  required  by the Purchaser or  the  Title  Company
        evidencing  the  status  and capacity  of  Seller  and  the
        authority  of  the person or persons who are executing  the
        various  documents  on behalf of the Seller  in  connection
        with the sale of the Subject Properties.
              
       9.3  Delivery  of  Items  at Closing  By  Purchaser  At  the
  Closing, Purchaser shall:
  
            (a)   deliver  to Seller the Purchase Price,  allowable
        prorations and similar items;
  
            (b)   deliver  to Seller such evidence or documents  as
        may  be  required  by  the  Seller  or  the  Title  Company
        evidencing  the  status and capacity of Purchaser  and  the
        authority  of  the person or persons who are executing  the
        various documents on behalf of Purchaser in connection with
        the acquisition of the Subject Properties;
  
            (c)    join  Seller  in the execution of  the  document
        described in 9.2(c) above, which document shall include  an
        assumption agreement wherein Purchaser assumes any and  all
        liabilities or obligations of Seller under Sections 8.1 and
        8.2   hereof,  the  Leases,  tenants'  security   deposits,
        Miscellaneous   Contracts  TI  Contracts  and   any   other
        agreements,  contracts,  licenses  or permits  assigned  to
        Purchaser by Seller and agrees to indemnify and hold Seller
        harmless  from  any  claims  and  expenses  arising   after
        Closing,   (including,   without   limitation,   reasonable
        attorneys'  fees)  in relation to such  matters,  items  or
        documents; and
  
            (d)   join  Seller  in the execution of  the  documents
        described  in items 9.2(b), 9.2(e) above, and the execution
        of  closing  statements as may be prepared  by  the  Seller
        and/or Title Company.
             
       9.4   Prorations  At the Closing, the following items  shall
  be  adjusted and prorated between Seller and Purchaser on  a  per
  diem basis as of 12:01 A.M. on the day of Closing:
  
            (a)   Rents and other charges payable under the Leases.
        For  purposes  hereof, all rents and other charges  payable
        under  the  Leases  for the calendar  month  in  which  the
        Closing  occurs  shall be prorated on  the  basis  of  sums
        actually  collected by Seller prior to  the  Closing.   All
        rent  collections  prior  to the  Closing  shall  be  first
        applied to arrears for prior months, with any balance to be
        applied  to  current  monthly  charges.   From  and   after
        Closing,  all  rent collections shall be first  applied  to
        current monthly charges, with the balance, -if any,  to  be
        applied  to  arrears for prior months.  After the  Closing,
        Purchaser  shall have a duty and obligation  to  Seller  to
        remit  such  unpaid rents and other charges to Seller  when
        collected  by  Purchaser.   Purchaser shall use  reasonable
        efforts  to collect any such unpaid rents or other  charges
        in  arrears.   The provisions of this Section 9.4(a)  shall
        survive the Closing.
  
             (b) Payments under the Miscellaneous Contracts assumed
       by  Purchaser  on  the  basis of the  actual  payments  owed
       thereunder.   If   the  actual  payments   owed   under  the
       Miscellaneous  Contracts are not known at the  Closing,  the
       proration of such payments shall be made on the basis of the
       best  evidence  then  available, which  proration  shall  be
       final.
  
             (c)  Real  estate,  ad valorem and  personal  property
        taxes, sewer rents and charges, and other state, county and
        municipal  taxes,  charges  and  assessments  (special   or
        otherwise)  which  may  be paid in  installments  shall  be
        prorated  on the basis of the calendar year for  which  the
        same  are  levied,  imposed or assessed (i.e.  real  estate
        taxes  imposed on the calendar year 01/01/96 to  12/31/96).
        Tax  bills are sent out in June and December.    Therefore,
        the   second-half   real  estate tax  prorations  shall  be
        calculated  on  the 1995 second half tax  bills.   All  tax
        prorations  shall  be final at Closing.  Seller  shall  pay
        regular  installments  of  special  assessments  that  have
        become  due  prior  to  the Closing.  All  installments  of
        special assessments or portions due on or after the Closing
        shall be assumed and paid by Purchaser.
  
             (d)    Charges for water, electricity, gas  and  other
        utilities.  The consumption of all water, electricity,  gas
        and  other utilities is measured by meter, and Seller shall
        furnish  a  current reading of each meter at  the  Closing,
        which  readings shall have been made either as of  midnight
        on  the day prior to the Closing or as close to the Closing
        as  reasonably possible, and in any event Seller  shall  be
        responsible for paying charges therefor to midnight on  the
        day  prior  to  the Closing or submitting proof  that  such
        charges  were previously paid. In the event meter  readings
        current as of midnight on the day prior to the Closing  are
        not  available at Closing, then Seller shall pay at Closing
        the  charges  to  the date of the most  recent  reading  or
        submit  proof that such charges were previously  paid,  and
        the  parties further agree to notify the utility  companies
        to  read  the meters as soon as possible after Closing  and
        adjust  and  prorate such utility charges when  the  actual
        readings are available.
  
        9.5  Errors  and  Omissions   Any errors and  omissions  in
  computing  apportionments at Closing shall be promptly corrected,
  which obligation survives the Closing.
  
          
        9.6  purchaser's Costs At Closing, Purchaser shall pay  for
  the following:
              
              (i)   the premium charges and surcharges for an owner's title
                    policy, and endorsement, if any, to be issued to Purchaser;
              
              (ii)  all escrow fees and any and all other title related fees
                    charged by the Title Company;
              
              (iii) costs of recording all documents delivered by Seller to
                    Purchaser or by Purchaser to Seller at the Closing;
              
              (iv)  the attorneys' fees of Purchaser's counsel in connection
                    with   or   relating   to the transactions contemplated by 
                    this Contract;
              
              (v)   all deed stamps, intangible taxes and other transfer taxes
                    including but not limited to the County and States taxes
                    (Grantor's and State recordation taxes);
              
              
              (vi)  any  updated/revisions/recertification  to Survey;
  
             (vii)  mortgage, conveyance and tax certificate fees charged
                    by the Title Company; and
              
            (viii)  any  other expenses not expressly stipulated
                    herein as expenses to be paid by Seller.
               
       9.7   SELLER'S COSTS  At Closing, Seller shall pay  for  the
  following:
       
                 (i)   the cost of the Survey;
       
                             (ii)   the attorney's fees of Seller's
                       counsel  in  connection with or relating  to
                       the   transactions  contemplated   by   this
                       Contract; and
         
                 (iii) the title commitment charges, if any.
          
                                  
                                  
                             ARTICLE 10
                                  
                       REAL ESTATE COMMISSION
  
        10.1      COMMISSIONS  Seller and Purchaser hereby covenant
  and  agree  one  with the other that no real estate  commissions,
  finders'  fees or brokers' fees have been or will be incurred  in
  connection  with  this Contract or the transactions  contemplated
  hereby,-  except as specified in this Section 10.1.  A commission
  ("Commission") in the amount of Three Hundred Seventeen  Thousand
  Two  Hundred  Thirty  and No/100 Dollars ($317,230.00)  shall  be
  payable  by Seller to Barnes, Morris, Pardoe & Foster, Inc.  1420
  Spring  Hill Road, Suite 200, Mc Lean, Virginia 22102  ("Broker")
  at Closing if and when Closing occurs.  Broker hereby indemnifies
  and  holds  Seller and Purchaser harmless, from and  against  any
  claims,  causes  of action or  liabilities,  including,   without
  limitation,  reasonable attorneys' fees and court costs, that may
  be  incurred  with  respect to any claim for  other  real  estate
  commissions,  brokers'  fees or finders' fees  relative  to  this
  Contract. The provisions of Section
  10.1 shall survive the Closing or termination of this Contract.
  
        10.2  BROKER INDEMNIFICATIONS  By executing this  Contract,
  Broker  agrees  that  if  for any reason  whatsoever  (including,
  without limitation, the act or default of the Purchaser or Seller
  hereunder or the unavailability or uninsurability of the title to
  the  Subject  Properties) the Closing should not  occur  or  this
  Contract should be canceled or terminated by Seller or Purchaser,
  then  Seller  shall  be released and the Broker  hereby  releases
  Seller,  from  any and all liability, claim or  cause  of  action
  whatsoever,  and the Commission shall not be due  or  payable  to
  Broker.   The  Commission, if any, shall be the sole compensation
  paid to Broker. Broker shall not be entitled to reimbursement for
  any  expenses or any other obligations Broker incurs in  relation
  to  or  in  connection with the performance of  its  services  in
  relation  to  this Contract. Upon payment of the  Commission,  if
  any,  to  Broker, Seller shall have no further duty or obligation
  to Broker and payment of such Commission, if any, by Seller shall
  release Seller as of such date from any and all claims Broker may
  have  against  Seller relating to the Subject Properties  whether
  known or unknown and whether past, present or future.
  
  
                             ARTICLE 11
  
  
                          REMEDIES OF DEFAULT
                                                    
       11.1   TERMINATION OF CONTRACT BY PURCHASER If this Contract
  is  terminated by Purchaser in accordance with any  one  or  more
  Sections   hereof  that  entitle  Purchaser  to  terminate   this
  Contract, then the Earnest Money shall be paid to Seller  by  the
  Title Company, (unless otherwise specifically stated herein)  and
  no  party hereto shall have any further obligations to any  other
  hereunder,  except  for Purchaser's obligations  and  liabilities
  under Section 6.1 hereof.
       
       11.2  PURCHASER'S DEFAULT If the Purchaser fails or  refuses
  to  consummate  the  purchase of the Subject Properties  for  any
  reason  other  than  Seller's failure to  tender  performance  of
  Seller's  obligations hereunder, or termination of  the  Contract
  pursuant to a right granted to Purchaser hereunder to do so, then
  the  Earnest  Money  shall be paid to the  Seller  by  the  Title
  Company as liquidated damages.  Such amount is agreed upon by and
  between  Seller and Purchaser as liquidated damages  due  to  the
  difficulty and inconvenience of ascertaining and measuring actual
  damages and the uncertainty thereof; and no other damages, rights
  or  remedies (except as provided in Section 6.1 hereof) shall  in
  any  case be collectible, enforceable or available to Seller, but
  Seller  shall accept said cash payments as Seller's total damages
  and relief.
  
       11.3   SELLER'S DEFAULT    In the event of Seller's  default
  hereunder,  this Contract shall be terminated, the Earnest  Money
  shall  be returned to Purchaser by the Title Company and  as  its
  sole  remedy  Purchaser  may  receive  from  Seller  the  sum  of
  $100,000.00 as liquidated damages.  Such amount is agreed upon by
  and between Seller and Purchaser as liquidated damages due to the
  difficulty and inconvenience of ascertaining and measuring actual
  damages and the uncertainty thereof; and no other damages, rights
  or  remedies  shall  in any case be collectible,  enforceable  or
  available  to  Purchaser,  but Purchaser shall accept  said  cash
  payment as Purchaser's total damages and relief.
  
  
                             ARTICLE 12
  
  
                            MISCELLANEOUS
  
       12.1   NOTICES   All notices,  demands,  consents,  or other
  communications  of  any type (collectively  "Notices")  given  by
  Seller to Purchaser or by Purchaser to Seller whether required by
  this  Contract  or in any way related to any of the  transactions
  contracted for herein shall be void and of no effect unless given
  in  accordance  with the provisions of this Section  12.1.    All
  notices shall be in writing and shall be delivered to the  person
  to  whom  the notice is directed, either in person or  by  United
  States  Mail1  as a registered or certified item, return  receipt
  requested.  Notices  may  also be sent by facsimile  transmission
  ("fax")  or  overnight mail. Notices delivered by mail  shall  be
  effective three (3) days after deposited in a post office or with
  respect  to  an  overnight  service,  effective  as  of  the  day
  designated for receipt, other proper depository, as the case  may
  be, under the care or custody of the United States Postal Service
  or  other carrier, as the case may be, enclosed in a wrapper with
  the proper postage affixed and addressed, if to the Purchaser, as
  follows:
       
      
                      The Parkway Company
                      188 East Capital Street, Suite 300
                      Jackson, Mississippi 39201
                      Attn: James Ingram
                      Phone:     (601) 948-4091
                      Fax:  (601) 949-4077
  
  with a copy to:     Steven Hendrix, Esq.
                      Forman Perry
                      188 East Capital Street, Suite 1200
                      Jackson, Mississippi 39201
                      Phone: (601) 960-8603
                      Fax:   (601) 960-8609
  
  and addressed, if to the Seller, as follows:
  
                      Nora E. Miller
                      MBL Life Assurance Corporation
                      520 Broad Street
                      Real Estate Investment Division
                      Newark, New Jersey  07102-3111
                      Phone: (201) 481-8425
                      Fax:  (201) 268-4332
  
  with a copy to:     Hilary A. Kruce, Esq.
  
                      MBL Life Assurance Corporation
                      520 Broad Street
                      Law Department
                      Newark, New Jersey  07102-3111
                      Phone: (201)481-8550
                      Fax:  (201) 268-4335
  
  Any  party  hereto may change the address or contact  for  notice
  specified  above by giving the other party ten (10) days  advance
  written notice of such change of address or contact.
  
       12.2  EFFECTIVE  DATE  This  Contract  may  be  executed  in
  multiple  counterparts on the respective dates set  forth  below,
  each  of  which shall constitute an original, but which  together
  shall constitute but one Contract.  Execution by Purchaser hereof
  shall constitute an offer by Purchaser to Seller to purchase  the
  Subject Properties for the price and on and subject to the  terms
  and  conditions herein set forth, which offer shall automatically
  terminate  and  be  of  no force or effect  unless  Seller  shall
  execute   and   return  to  Purchaser  one  (1)  fully   executed
  counterpart of this Contract within ten (10) business  days after
  Seller's  receipt  of  the  Contracts. Notwithstanding the  above
  and  Article  3  hereof, the date of execution hereof  by  Seller
  shall  be  the  effective date of this Contract  (the  "Effective
  Date")
  
       12.3  ASSIGNMENT    This Contract may  not  be  assigned  by
  Purchaser, provided, however, Purchaser shall have the  right  to
  sell,  assign or transfer its right, title and interest  in  this
  contract  to  an entity in which Purchaser holds  of  record  and
  beneficially at least a fifty-one percent (51%) interest and that
  is  at  all  times under the "control" of Purchaser.    The  term
  "control",  for  the purposes of this Section  12.3,  shall  mean
  possession,  directly or indirectly, of the power  to  direct  or
  cause  the direction of the management and policies of an entity1
  whether  through the ownership of voting securities,  by contract
  or  otherwise.  Notwithstanding the above, Purchaser's  right  to
  assign  or  transfer shall be contingent upon Purchaser providing
  to  Seller, at least five (5) business days prior to the Closing,
  the name of the proposed assignee, the address to which Purchaser
  requests rents to be forwarded post Closing for completion of the
  Notice  to Tenants attached as Exhibit "J" hereto, and any  other
  information that Seller may require in relation to such  proposed
  assignment.
  
       12.4  LAWS  This Contract shall be construed and interpreted
  in  accordance  with the laws of the State of  Virginia  and  the
  obligations of the parties hereto are and shall be performable in
  the  county  wherein the Subject Properties are located.    Where
  required  for proper interpretation, words in the singular  shall
  include the plural; the masculine gender shall include the neuter
  and feminine, and vice versa.
  
       12.5  MODIFICATION   This Contract may not  be  modified  or
  amended,  except by an agreement in writing signed by Seller  and
  Purchaser.   Seller and Purchaser may waive any of the conditions
  contained  herein  or  any  of  the  obligations  of  the   other
  hereunder,  but  any such waiver shall be effective  only  if  in
  writing  and  signed  by  the party waiving  such  conditions  or
  obligations.
  
       12.6 AUTHORITY  Each person executing this Contract warrants
  and represents that he is fully authorized to do so.
        
       12.7 TIMES AND DATES TIME IS OF THE ESSENCE IN THIS CONTRACT
  and  all times and dates shall be in accordance with Newark,  New
  Jersey Time.
  
       12.8  DESCRIPTIVE HEADINGS  The descriptive headings of  the
  several  Articles,   Sections and paragraphs  contained  in  this
  Contract are inserted for convenience only and shall not  control
  or  affect  the meaning or construction of any of the  provisions
  hereof.
  
       12.9  ENTIRE CONTRACT  This Contract, including the Exhibits
  hereto and the Submission Items, constitutes the entire agreement
  among  the  parties, whether written or oral, pertaining  to  the
  subject   matter   hereof   and   supersedes   all   prior    and
  contemporaneous agreements  and understandings  of   the  parties
  in  connection therewith.  No representation1 warranty, covenant,
  agreement  or condition not expressed in this Contract  shall  be
  binding  upon the parties hereto or shall affect or be  effective
  to  interpret, change or restrict the provisions of this Contract
  unless  the parties have complied with the terms of Section  12.5
  hereof.
  
       12.10 CONSTRUCTION This Contract shall not be construed more
  strongly against any party regardless of who was more responsible
  for its preparation.
       
       12.11  NON-RECORDABLE  This Contract, a memorandum  of  this
  Contract,  an interest in ownership of the Subject Properties  or
  any other document that would constitute an exception to Seller's
  title shall not be recorded and the provisions hereof  shall  not
  constitute a lien on the Subject Properties.
  
       12.12 THIRD-PARTY BENEFICIARY  It is specifically understood
  and  agreed that no person or other entity shall be a third-party
  beneficiary  hereunder, and that none of the provisions  of  this
  Contract shall be for the benefit of or be enforceable by  anyone
  other  than the parties hereto, and that only the parties  hereto
  shall have any rights hereunder.
  
       12.13  LEGAL RELATIONSHIP Nothing herein shall be  construed
  as  to  constitute  or  establish  any  type  of  joint  venture,
  partnership, or any other type of legal relationship between  the
  parties  other  than  the vendor-vendee relationship  established
  hereby between Seller and Purchaser.
  
       12.14 CONTEMPLATION OF CLOSING  If Purchaser closes the sale
  contemplated  herein, Purchaser shall be conclusively  deemed  to
  have  waived   any   breach  or  default   by   Seller   of   any
  covenant, representation or warranty under this Contract (but not
  under  any  of  the  documents executed  at  Closing  that  shall
  thereafter  continue  to be effective in  accordance  with  their
  terms).
  
       12.15 RETURN OF DOCUMENTS  Upon termination of this Contract
  for  any reason by Purchaser or Seller, Purchaser shall have  the
  obligation  to return all documents and copies thereof (including
  the  Survey) and any other information or documentation resulting
  from Purchaser's inspections, to Seller.  Neither Seller nor  the
  Title  Company shall have any obligation to return the last  Five
  Thousand  and No/100 Dollars ($5,000.00) of the Earnest Money  to
  Purchaser  upon  any permitted termination of  this  Contract  by
  Purchaser  until  all  of  such  documents  and  copies   thereof
  (including the Survey) have been returned to Seller.
  
       12.16 EFFECT OF HOLIDAYS  In the event any date specified or
  computed under this Contract for the performance of an obligation
  by either Seller or Purchaser, or for the occurrence of any event
  provided  for herein, shall be a Saturday, Sunday or  "recognized
  holiday" (defined for purposes hereof as any holiday observed  by
  federal  law),  then the date for such performance or  occurrence
  shall be automatically extended to the next calendar day which is
  not a Saturday, Sunday or recognized holiday.
  
       12.17     COMPLETION  OF  DOCUMENTS   Seller  and  Purchaser
  understands and agrees that the forms of closing documents  which
  are  attached as exhibits hereto may have to be modified in order
  to  be  made appropriate for the transaction contemplated herein.
  It  is  anticipated  by the parties that such modifications  will
  consist  of  inserting  appropriate  information  in  the  blanks
  contained in the forms of closing documents attached as  exhibits
  hereto. Seller and Purchaser agree that any such changes will  be
  mutually agreed upon by Seller and Purchaser.
  
  EXECUTED on this 10th day of June, 1996, by Purchaser.
  
                             THE PARKWAY COMPANY
                             By:     James M. Ingram
                             Name:   James M. Ingram
                             Title:  Vice President
  
  EXECUTED on this 10th day of June, 1996, by Purchaser.
  
                             THE PARKWAY COMPANY
                             By:     Steven G. Rogers
                             Name:   Steven G. Rogers
                             Title:  President
  
  EXECUTED on this 11th day of June, 1996, by Seller.
       
                             MBL LIFE ASSURANCE CORPORATION
                             By:     Michael S. Ryan
                             Name:   Michael S. Ryan
                             Title:  Senior Vice President
  
       The  Contract  has been received by the Title  Company  this
  12th  day  of  June,  1996.  By its execution of  this  Contract,
  below,  the Title Company agrees to be bound by the terms  hereof
  to  the  extent that the Contract imposes duties upon  the  Title
  Company,  and  subject  to  the attached  general  conditions  of
  escrow.
  
                             CHICAGO TITLE INSURANCE COMPANY
                             By:     R. Eric Taylor
                             Name:   R. Eric Taylor
                             Title:  Commercial Counsel
  
  Broker   executes  this  Contract  solely  for  the  purpose   of
  confirming and agreeing to the terms of Article 10 hereof.
  
                             BARNES, MORRIS, PARDOE & FOSTER, INC.
                             By:     Martin J. Ryan
                             Name:   Martin J. Ryan
                             Title:  Senior Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 81917}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY CO", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12505", "film-number": "96597818"}, "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"}}
text: 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):   July 9, 1996
                                                    ---------------
  
                        THE PARKWAY COMPANY
  - -----------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Texas                       0-12505                   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
                                  
                         THE PARKWAY COMPANY
  
  Item 2.   Acquisition or Disposition of Assets.
  
                       On  July 9, 1996, Parkway Virginia, Inc.,  a
            wholly-owned   subsidiary  of   The   Parkway   Company
            ("Parkway")   purchased  three  office   buildings   in
            northern  Virginia from MBL Life Assurance Corporation,
            an  unrelated party.  The 8381 and 8391 Courthouse Road
            Buildings are each three-story buildings connected by a
            common  courtyard  located in Tysons Corner,  Virginia.
            The two buildings contain an aggregate of 94,929 square
            feet  of  leaseable space and have a 333 space  parking
            area.  The Courthouse Road Buildings were 97% leased at
            the date of purchase.  The Cherokee Business Center  is
            a  three-story office building located in  Springfield,
            Virginia  containing 53,710 square  feet  of  leaseable
            space  and a 221 space parking area.  Cherokee Business
            Center  was  94% leased at the date of  purchase.   The
            total  purchase  price  for  the  three  buildings  was
            $11,050,000 and was funded from existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
                 (a)  Financial Statements
  
                       It  is  impractical to provide  the  audited
            financial  statements of 8381 and 8391 Courthouse  Road
            and  Cherokee Business Center required by Item 7(a)  of
            Form  8-K, but such financial statements will be  filed
            as  soon as practical but not later than 60 days  after
            the filing of this Form 8-K.
  
                 (b)  Pro Forma Consolidated Financial Statements.
  
                        The   pro   forma  consolidated   financial
            statements  will  be filed with the  audited  financial
            statements  of  8381  and  8391  Courthouse  Road   and
            Cherokee Business Center.
  
                 (c)  Exhibits.
  
                                  (10)   Agreement  for  Sale   and
                 Purchase   By  and  Between  MBL  Life   Assurance
                 Corporation,  a  New  Jersey Corporation  and  The
                 Parkway Company, a Texas Corporation dated June 7,
                 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.
                              FORM 8-K
                                  
                         THE PARKWAY COMPANY
                                  
                                  
                             SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange
  Act  of  1934, the Registrant has duly caused this report  to  be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:       July 23, 1996
  
                                          THE PARKWAY COMPANY
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah    P.     Clark
                                          Vice President,
                                          Chief Financial Officer
                                          and Secretary
  
                            June 7, 1996
                                  
                                  
                                  
                                  
                   AGREEMENT OF SALE AND PURCHASE
                                  
                           by and between
                                  
                   MBL LIFE ASSURANCE CORPORATION,
                      A NEW JERSEY CORPORATION
                                  
                                 and
                                  
                        THE PARKWAY COMPANY,
                         A TEXAS CORPORATION
                                  
                                  
                                  
                                  
                                  
                 CENTENNIAL WOODFORD MEWS BUILDING,
                     8381-91 OLD COURTHOUSE ROAD
                                  
                           City of Vienna,
                     County of Fairfax, Virginia
                              (RE# 559)
                                  
                                 AND
                                  
                         CHEROKEE BUILDING,
                        5510 CHEROKEE AVENUE
                                  
                         City of Alexandria,
                     County of Fairfax, Virginia
                              (RE# 583)
  
                                INDEX
  
  Article 1      SALE AND PURCHASE
  
  Article 2       CONSIDERATION FOR CONVEYANCE
      2.1        Purchase Price
      2.2        Allocation of purchase Price
  
  Article 3       EARNEST MONEY
       3.1        Initial Deposit
       3.2        Additional Deposit
  Article 4      SURVEY AND TITLE POLICY
       4.1.       Permitted Exceptions
       4.2        Survey
       4.3        Title Policy
  
  Article 5       ADDITIONAL ITEMS TO BE FURNISHED TO PURCHASER BY
                  SELLER
       5.1        Submission Items
       5.2        Additional Submission Items
       5.3        Confidentiality
       5.4        Information
  
  Article 6       INSPECTION AND AUDIT
       6.1       Inspection Period
       6.2       Condition of Subject Properties
  
  Article 7       DAMAGE OR DESTRUCTION PRIOR TO THE CLOSING
       7.1        Damage or Destruction
       7.2        Purchaser's Option in Excess of Amount
       7.3        Purchaser's Option Less Than Amount
       7.4        Estimated Cost of Repair, Replacement and
                  Restoration
       7.5        Condemnation
  
  Article 8       CONDITION OF PROPERTY
       8.1        Condition of Property
       8.2        Purchaser's Additional Waivers
       8.3        Management of Property
       8.4        Modification of Renewals of Leases
       8.5        Purchaser's Representations and Warranties
       8.6        Seller's Representations and Warranties
  
  Article 9       CLOSING
       9.1        Date of Closing
       9.2        Delivery of Items at Closing by Seller
       9.3        Delivery of Items at Closing by Purchaser
       9.4        Prorations
       9.5        Errors and Omissions
       9.6        Purchaser's Costs
       9.7        Seller's Costs
  Article 10     REAL ESTATE COMMISSION
       10.1      Commissions
       10.2      Broker Indemnifications
  
  Article 11     REMEDIES OF DEFAULT
       11.1      Termination of Contract by Purchaser
       11.2      Purchaser's Default
       11.3      Seller's Default
  
  Article 12     MISCELLANEOUS
       12.1      Not ices
       12.2      Effective Date
       12.3      Assignment
       12.4      Laws
       2.5       Modification
       12.6      Authority
       12.7      Times and Dates
       12.8      Descriptive Headings
       12.9      Entire Contract
       12.10     Construction
       12.11     Non-Recordable
       12.12     Third Party Beneficiary
       12.13     Legal Relationship
       12.14     Contemplation of Closing
       12.15     Return of Documents
       12.16     Effect of Holidays
       12.17     Completion of Documents
  
  Exhibits
       A-1 Legal Description of Centennial Woodford Mews Building
       A-2       Legal Description of Cherokee Building
       B-1       Survey of Centennial Woodford Mews property
       B-2       Survey of Cherokee property
       C -       Special Warranty Deed
       D -       Quitclaim Bill of Sale and General Assignment
       E -       Assignment and Assumption Agreement
       F -       Notice to Tenants
       G -       Certification of Non-Foreign Status by Corporation
       H -       Seller's Affidavit of Title
       I-1       - Phase I Environmental Audit of Centennial Woodford
       I-2       - Phase I Environmental Audit of Cherokee
       J-1       - Centennial Woodford Mews Building Title Commitment
       J-2       - Cherokee Title Commitment
       K -       Service Contracts
       L -       Personal Property
       M -       Security Deposits
       N -       Rent Roll
                                  
                   AGREEMENT OF SALE AND PURCHASE
  
       THIS  AGREEMENT OF SALE AND PURCHASE ("Contract") is entered
  into  by and between MBL LIFE ASSURANCE CORPORATION, a New Jersey
  corporation   ("Seller")  and  THE  PARKWAY  COMPANY,   a   Texas
  corporation ("Purchaser").
  
                              ARTICLE 1
  
                          Sale and Purchase
  
       Subject to the terms and provisions hereof, Seller agrees to
  sell to Purchaser, and Purchaser agrees to purchase from Seller:
  
             (a) all right, title and interest of Seller in and  to
       the  real  property  described on  EXHIBITS  "A-1  and  A-2"
       attached  hereto and made a part hereof, together  with  all
       right,  title and interest of Seller in and to any  and  all
       strips  or  gores,  roads,  easements,   streets   and  ways
       bounding  such real property,  and  rights  of  ingress  and
       egress  thereto (collectively, the "Real Property");
  
             (b) all right, title and interest of Seller in and  to
       all improvements situated upon the Real Property, including,
       but  not  by  way  of  limitation, those certain  buildings,
       structures,  fixtures and other improvements of  every  kind
       and  nature  presently situated on, in, under  or  hereafter
       erected,  installed or used in, or about the  Real  Property
       and  commonly  known  as  the (i) Centennial  Woodford  Mews
       Building, 8381-91 Old Courthouse Road, Vienna, Virginia; and
       (ii)     Cherokee   Building,    5510    Cherokee    Avenue,
       Alexandria,  Virginia (collectively, the "Improvements");
  
             (c) all right, title and interest of Seller in and  to
       all  personal  property  of every kind  and  nature  now  or
       hereafter  installed, located, situated or used  in,  on  or
       about,  or  in  connection  with  the  operation,  use   and
       enjoyment   of   the  Real  Property  or  the   Improvements
       (collectively, the "Personal Property");
  
             (d)  all  right, title and interest of Seller  in  all
       material  intangible personal property used in the operation
       and/or management of the Real Property and Improvements  and
       in  the  repair, operation and maintenance of  the  Personal
       Property and includes, without limitation (i) all assignable
       guaranties  and  warranties (including those  pertaining  to
       construction  of  the  Improvements,  if  any);   (ii)   all
       assignable  licenses  and  other  permits  relating  to  the
       Subject  Properties  or  the operation  thereof;  (iii)  all
       assignable  contracts, agreements and contract rights;  (iv)
       all  utility  connections related to the Subject Properties;
       (v)   all  rights to use the name "Centennial Woodford  Mews
       Building" and "Cherokee Building" on a non-exclusive  basis;
       and  (vi)  all  leases, tenancies and rental  agreements  or
       arrangements  with tenants, and security, damage  and  other
       deposits  and payments which have been collected  by  Seller
       and  are in Seller or Seller's property manager's possession
       with  respect  to the Leases and not retained by  Seller  in
       accordance  with  the terms of the Leases (collectively  the
       "Intangible Property").
  
       The  Real  Property,  Improvements,  Personal  Property  and
  Intangible Property are hereinafter collectively referred  to  as
  the "Subject Properties
  
                              ARTICLE 2
  
                    CONSIDERATION FOR CONVEYANCE
  
       2.1  PURCHASE  PRICE   The purchase price  for  the  Subject
  Properties  is  and  shall  be the sum of  Eleven  Million  Fifty
  Thousand  and  No/100  Dollars  ($11,050,000.00)  (the  "Purchase
  Price"),  which shall be due and payable in cash by wire transfer
  of  immediately available federal funds at the closing  of  title
  and delivery of the deed ("Closing").
  
       2.2 ALLOCATION OF PURCHASE PRICE The Purchase Price has been
  allocated  as  follows in accordance with  Section  1060  of  the
  Internal Revenue Code.
       
            Centennial Woodford Mews Building      $7,559,000.00
            Cherokee Building                      $3,491,000.00
                   TOTAL                          $11,050,000.00
  
       The Seller and Purchaser stipulate and agree that they shall
  adhere  to  such  allocation for federal,  state and  income  tax
  reporting purposes.  The terms of this Section 2.2 shall  survive
  Closing of this Contract.
  
                              ARTICLE 3
  
                            EARNEST MONEY
  
       3.1  INITIAL  DEPOSIT   Upon Purchaser's execution  of  this
  Contract,  Purchaser shall deliver to the Seller four  (4)  fully
  executed  counterparts of this Contract, and shall simultaneously
  deliver to the Title Company (as defined in Section 4.3) by  wire
  transfer  of  immediately available federal funds,  or  cashier's
  check  or  bank check drawn by a bank satisfactory to Seller  the
  amount  of  One Hundred Thousand and No/l00 Dollars ($100,000.00)
  (the  "Earnest Money").  Purchaser shall also provide  the  Title
  Company  with its federal tax identification number.   The  Title
  Company  shall,  promptly upon receipt of the Earnest  Money  and
  Purchaser's federal tax identification number, place the  Earnest
  Money  in  an  interest bearing account in  a  federally  insured
  institution  approved by Seller. The interest thus derived  shall
  become  part of the Earnest Money and shall be paid to the  party
  entitled  to  the  Earnest  Money in accordance  with  the  terms
  hereof.  If the sale contemplated by this Contract is consummated
  in  accordance with the terms hereof, the Earnest Money including
  the  interest  gained thereon shall be applied  to  the  Purchase
  Price  to  be paid to Seller at the Closing. Except as  otherwise
  provided  herein,  the Earnest Money shall  be  nonrefundable  to
  Purchaser upon the Effective Date of this Contract (as defined in
  Section 12.2).
  
  This Contract shall be of no force and effect until such time  as
  (i) Purchaser has complied with each of the terms of this Section
  3.1; (ii) Seller has executed this Contract; and (iii) Seller has
  sent  to  Purchaser  one (1) fully executed counterpart  of  this
  Contract  in  accordance  with Section 12.2   of  this  Contract;
  provided,  however, Seller shall not execute this Contract  until
  Purchaser has deposited the Earnest Money with the Title Company.
  
  In the event the Title Company cannot comply with the obligations
  pursuant  to  this Article, Purchaser and Seller  shall  mutually
  select  another title company.   Within five (5) days  after  the
  Effective Date, the Title Company will deliver an insured closing
  letter  to  Seller  in  a form acceptable to  Seller.  The  Title
  Company  must  sign  this  Contract as evidence  that  the  Title
  Company agrees to be bound by the obligations contained herein.
  
       3.2 ADDITIONAL DEPOSIT  On or before the expiration date  of
  the  Inspection  Period  (as defined in Section  6.1),  Purchaser
  shall  deliver  to  the Title Company an additional  Two  Hundred
  Thousand  and No/100 Dollars ($200,000.00) (sometimes hereinafter
  referred  to  as the "Additional Earnest Money") which  shall  be
  deposited into such account and become part of the Earnest Money.
  The failure of Purchaser to deliver the Additional Earnest Money,
  in  the amount and within the time period required hereby,  shall
  entitle Seller, at its sole and unfettered election, to terminate
  this  Contract,  in  which event the Earnest Money  deposited  by
  Purchaser  shall be paid to the Seller and no party hereto  shall
  have  any  further  rights or liabilities hereunder,  except  for
  Purchaser's   liability   pursuant  to   Section    6.1   hereof.
  However,   if  Seller  has  not  received Purchaser's  Notice  of
  Termination  (as defined in Section 6.2) prior to the  expiration
  of  the Inspection Period, Seller may elect not to terminate this
  Contract and to demand immediate receipt by the Title Company  of
  the Additional Earnest Money.  The failure of Purchaser to pay to
  the  Title Company the Additional Earnest Money will be a default
  hereunder  for  which Seller may elect any of  its  rights  under
  Section 11.2 hereof, including, without limitation, the right  to
  pursue  Seller's claim against Purchaser for the full  amount  of
  the  Additional  Earnest  Money and all  costs  and  expenses  of
  collection, including, without limitation, reasonable  attorneys'
  fees,  and interest on such amounts due hereunder at the rate  of
  twelve percent (12%) per annum from the date of the expiration of
  the Inspection Period until such amounts shall have been paid  in
  full.
  
       IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT UNLESS EXPRESSLY
  PROVIDED HEREIN TO THE CONTRARY, UPON THE EFFECTIVE DATE OF THIS
  CONTRACT, THE EARNEST MONEY SHALL THEREAFTER BE NONREFUNDABLE TO
  PURCHASER.
  
                              ARTICLE 4
  
                       SURVEY AND TITLE POLICY
  
       4.1 PERMITTED EXCEPTIONS The Subject Properties are sold and
  are to be conveyed subject to the following:
  
       (a)  Zoning and building laws1 restrictions, regulations and
       ordinances  of  the municipality in which the Real  Property
       is located, if any.
  
       (b)  Covenants,  conditions, easements and  restrictions  of
       record.
  
       (c)   State   of  facts  an  accurate  survey  or   personal
       inspection would show.
  
       (d)  All  notes or notices of violations of law or municipal
       ordinances,  orders or requirements noted in  or  issued  by
       the  Departments  of  Housing and  Buildings,  Fire,  Labor,
       Health,   or   other    Federal,    State    or    Municipal
       Departments   having jurisdiction, against or affecting  the
       Subject Properties at the date of the Closing.
  
       (e)  Any  matters as set forth in Sections  4.2  and/or  4.3
       hereof  not objected to by Purchaser prior to the expiration
       of  the Inspection Period,  and any matters  objected to  by
       Purchaser  prior to the expiration of the Inspection  Period
       which the Title Company (as such term is defined in Section
       4.3 hereof) is willing to affirmatively insure.
  
       Provided, however, that Purchaser shall only be obligated to
  accept   the   Subject  Properties  subject  to  the   "Permitted
  Exceptions" as such term is defined in Section 4.3.
  
       4.2  SURVEY    By  Purchaser's execution of  this  Contract,
  Purchaser  acknowledges receipt of (i)  a  survey  affecting  the
  Centennial  Woodford  Mews Building property  as  determined  and
  prepared by Paciulli, Simmons and Associates, Ltd. dated May  16,
  1996 attached hereto as Exhibit "B-i" and made a part hereof, and
  (ii)   a  survey  affecting  the Cherokee  Building property   as
  determined and prepared by Paciulli, Simmons and Associates, Ltd.
  dated  May 16, 1996 attached hereto as Exhibit" B-2" and  made  a
  part hereof (collectively referred to as the "Survey"). Purchaser
  may cause the Survey to be updated/revised and/or recertified  at
  Purchaser's sole cost and expense.  Any matter identified on  the
  updated/revised/ recertified Survey must be objected  to  by  the
  Purchaser  prior  to the expiration of the Inspection  Period  in
  accordance with the provisions of Section 4.3 hereof or it  shall
  be deemed a permitted exception.  If this Contract is terminated,
  Purchaser  will  return  the Survey and  any  copies  thereof  to
  Seller.
  
       4.3  TITLE POLICY  Purchaser hereby acknowledges the receipt
  and  acceptance of (i) that certain title commitment number 9676-
  50002  dated  effective  December  27,  1995  on  the  Centennial
  Woodford Mews property attached hereto as Exhibit "J-1" and  made
  a  part  hereof (the "Centennial Woodford Mews Title Commitment")
  together with copies of all documents constituting exceptions  to
  Seller's title as reflected in the Centennial Woodford Mews; and,
  (ii)  that  certain  title  commitment  number  9676-50003  dated
  effective December 27, 1995 on Cherokee property attached  hereto
  as  Exhibit  "J-2"  and made a part hereof (the  "Cherokee  Title
  Commitment")  together with copies of all documents  constituting
  exceptions  to Seller's title as reflected in the Cherokee  Title
  Commitment  (said Centennial Woodford Mews Title  Commitment  and
  the  Cherokee Title Commitment sometimes hereinafter referred  to
  as  the  "Title Commitment") for the issuance of one (1)  Owner's
  Policy  of Title Insurance covering both properties from  Chicago
  Title  Insurance  Company, 7921 Jones Branch Drive,   6th  Floor,
  McLean1  Virginia  22102  (the "Title Company")  attn:  Susan  B.
  Poff,  phone  (703) 902-9700, facsimile (703)  903-9395.   Within
  five  (5) days after the Effective Date, Seller at Seller's  sole
  cost  and  expense, will furnish to Purchaser an update  of  said
  Title   Commitment  together  with  copies  of   any   additional
  exceptions  to  Seller's title as reflected in the updated  Title
  Commitment.   Purchaser  shall  have  until  on  or  before   the
  expiration  of the Inspection Period to review the Survey,  Title
  Commitment  and the documents referred to therein and  referenced
  in  Section  4.1(a)  through (e) hereinabove and  to  deliver  to
  Seller  in  writing  such objections as  Purchaser  may  have  to
  anything  contained  or  set forth in  the  Title  Commitment  or
  Survey.  Any item to which Purchaser does not object prior to the
  expiration  of  the Inspection Period shall be  deemed  to  be  a
  permitted  exception ("Permitted Exceptions").  As  to  items  to
  which  Purchaser makes objections, Seller may elect, in its  sole
  discretion,  to cure such objections, such cure to  include,  but
  not  to  be  limited to, the Title Company providing  affirmative
  insurance  over  such  objection(s)  in  a  form  acceptable   to
  Purchaser.   In the event Seller elects not to cure such  matters
  prior  to  the  Closing,  Seller will notify  Purchaser  of  such
  election and Purchaser shall have the right, within five (5) days
  after  Seller's notice, to either (i) terminate the Contract,  in
  which  event it shall receive a full refund of the Earnest Money,
  and  no  party  hereto  shall have any further  rights  hereunder
  except for Purchaser's liability pursuant to Article 6 hereof, or
  (ii)  waive such title and survey matters, without any  reduction
  in the Purchase Price, and proceed to the Closing, whereupon such
  waived  title   and   survey  matters  shall   also   be   deemed
  "Permitted Exceptions".
       
       In  the  event  Seller  elects to cure such  objections  and
  Seller  is  unable to cure same by the Closing, then  Seller  may
  extend  the Closing for a period of time thereafter in  order  to
  cure same, but in no event shall the Closing be extended for more
  than sixty (60) days after the originally scheduled date (as same
  shall  be  amended pursuant to the terms of this  Contract).   If
  cure  is  unable  to  be effected within such extended  sixty-day
  period, then this Contract shall terminate and the Earnest  Money
  shall be paid to the Purchaser.
  
                              ARTICLE 5
  
                  ADDITIONAL ITEMS TO BE FURNISHED
                       TO PURCHASER BY SELLER
  
       5.1   SUBMISSION  ITEMS  Within  five  (5)  days  after  the
  Effective Date, Seller shall furnish to Purchaser the following:
  
       (a)  Copies of the most recent tax statements on the Subject
  Properties.
  
       (b)  Copies  of  all operating statements  for  the  Subject
  Properties  for the last two (2) calendar years, i.e.,  1994  and
  1995, and for the current year 1996 through April 30, 1996.
  
       5.2  ADDITIONAL SUBMISSION ITEMS  With the execution of this
  Contract  the  Purchaser hereby acknowledges the receipt  of  the
  following from Seller:
  
       (a)  A  phase I environmental site assessment on  Centennial
  Woodford Mews Building dated September 18, 1991 prepared by  ATEC
  Environmental Services attached hereto as Exhibit "I-i" and  made
  a part hereof.
  
       (b)  A phase I environmental site assessment on the Cherokee
  Building  dated September 3, 1991 prepared by ATEC  Environmental
  Services attached hereto as Exhibit "1-2" and made a part hereof.
  
       (c)   A  list of all service contracts, warranties or  other
  agreements  affecting  the operation of  the  Subject  Properties
  (herein collectively the "Miscellaneous Contracts"), relating  or
  pertaining  to  the  Subject  Properties  in  the  possession  of
  Seller's property manager ("Manager") attached hereto as  Exhibit
  "K"  and made  a  part  hereof.    Purchaser  shall  assume   all
  of    the  Miscellaneous  Contracts  at  Closing,  provided  such
  Miscellaneous Contracts permit such assumption.
  
        (d)   A  list of the Personal Property attached  hereto  as
  Exhibit "L" and made a part hereof.
  
       (e)   A list of the tenant security deposits and letters  of
  credit representing tenant security deposits in the possession of
  Seller  and/or Manager attached hereto as Exhibit "M" and made  a
  part hereof.
       
       (f)   A  Rent  Roll  (herein so called) attached  hereto  as
  Exhibit "N" and made a part hereof certified by Seller's property
  manager  as  true  and  correct to the best  of  their  knowledge
  prepared as of the first day of the month of the Effective  Date,
  which  Rent  Roll  shall  reflect, as of  the  date  thereof,  in
  relation  to  all  leases  or other   tenancy   agreements   with
  respect  to  the  Improvements ("Leases") together with copies of
  each and every Lease identified on the Rent Roll executed and  in
  effect as of the Effective Date:
  
                    (i)     suite number;
                   (ii)     name of tenant;
                   (iii)    monthly rental; and
                   (iv)     the expiration date of the Lease.
  
        At  Closing, Seller shall provide Purchaser with an updated
  Rent Roll dated not earlier than five (5) days prior to Closing.
  
  The  items  described  in Sections 5.1 and  5.2  are  hereinafter
  collectively referred to as the "Submission Items".   Seller  and
  Purchaser  acknowledge that the Subject Properties were  acquired
  by   Seller's   predecessor   through   foreclosure   and    that
  Seller's obligations under this Article 5 are limited to  records
  and  information to which Seller and/or Seller's property manager
  ("Manager") have access.
  
       5.3  CONFIDENTIALITY  All of the Submission  Items  and  any
  other  reports,  documents  or information  given  by  Seller  to
  Purchaser  in connection herewith shall be returned to Seller  or
  kept  in  confidence  by  Purchaser pursuant  to  the  terms  and
  conditions  of  that  certain Confidentiality  Agreement  Between
  Broker   and  Recipient  dated  May  29,  1996  ("Confidentiality
  Agreement").
  
       5.4 INFORMATION As an essential inducement to Seller to sell
  the  Subject Properties to Purchaser on the favorable  terms  and
  conditions set forth in this Contract, Purchaser acknowledges and
  agrees that:  (i) all documents, materials, reports, studies  and
  other  information delivered or disclosed to Purchaser by  Seller
  (the   "Information")  are  being  provided   to   Purchaser  for
  informational  purposes  only and only  as  an  accommodation  to
  Purchaser; (ii) Seller had not made, is not making, and will  not
  make any representation, warranty or promise of any kind, express
  or implied, concerning the accuracy or completeness of all or any
  part    of   the   Information;   and   (iii)   any   inaccuracy,
  incompleteness,  or  deficiency in any part  of  the  Information
  shall  be solely the risk and responsibility of Purchaser,  shall
  not  be  chargeable in any respect to Seller, and shall not  form
  the  basis  of  any  claims  by  Purchaser  against  Seller,  its
  employees, agents, or assigns such claims being expressly  waived
  and relinquished by Purchaser (upon Purchaser's request, however,
  Seller  will  consider waiving any conflicts of interest  in  the
  event  Purchaser desires to engage any such person or  entity  to
  prepare,  author,  compile or create any  documents,   materials,
  reports,    studies    or    other   information   directly   for
  Purchaser's benefit).
  
                              ARTICLE 6
  
                          INSPECTION AND AUDIT
  
       6.1 INSPECTION PERIOD  Purchaser shall have twenty (20) days
  after  the Effective Date (the "Inspection Period") within  which
  to  make   all  audits,  inspections  or  investigations  desired
  by Purchaser, subject to Seller's requirements as hereinafter set
  forth.  Purchaser and Purchaser's accountants, attorneys or other
  representative(s) (which shall not exceed four (4) persons at any
  one  time, including Purchaser and its representatives,  each  of
  which  persons must be accompanied by an authorized  employee  or
  representative of Manager or Seller) shall have the right, during
  regular business hours and with reasonable notice, to:
  
            (a)  interview the Manager regarding the management  or
       operation  of  the  Subject Properties and  to  inspect  the
       Leases and books and records of the Subject Properties  that
       are in the Manager's possession;
            
            (b)  inspect the books, records and files relating to the
       condition or operation of the Subject Properties that are in the
       possession or control of Seller or its Manager;
            
            (c)  subject to the rights of tenants occupying space in the
       Improvements, at its sole risk and expense, inspect the Real
       Property  and Improvements and make such tests, surveys  and
       inspections as Purchaser deems necessary,  including, without
       limitation,  soil  tests,  topographical  surveys, structural and
       foundation  surveys,   concrete  tests,   roof  inspections,
       equipment    inspections    and  environmental  inspections.
       Purchaser shall exercise (and cause its agents and employees to
       exercise) due care and ordinary prudence in performing  such
       surveys, inspections and tests and shall not exercise such right
       in a manner that materially interferes with the operation of the
       Subject Properties.   If the transactions  contemplated  hereby
       are  not  consummated, Purchaser, at its own cost and expense,
       promptly  shall repair any damage to the Subject  Properties
       resulting from such surveys, tests or inspections.  Purchaser
       shall indemnify, defend, save and hold harmless Seller from and
       against any and all claims, liens (including, without limitation,
       mechanic's and materialman's liens), actions, suits, proceedings,
       costs, expenses, damages or other liabilities, including, without
       limitation, attorneys' fees and court costs, all as incurred,
       arising out of the rights granted to Purchaser pursuant to the
       terms of this Inspection Period.  Purchaser, its contractors and
       representatives shall keep confidential any and all information,
       documents and reports obtained or prepared by them relating to
       the  Subject  Properties in accordance with  the  terms  and
       conditions of the Confidentiality Agreement. At Seller's request,
       Purchaser shall furnish to Seller copies of all studies, tests
       and surveys undertaken and completed in connection with such
       inspections and at Seller's request therefore, certify same to
       Seller. The terms of this Section 6.1   shall survive the Closing
       or the termination of this Contract.
            
       6.2   CONDITION  OF SUBJECT PROPERTIES  In  the  event  that
  Purchaser,   during  the Inspection Period,  disapproves  of  the
  condition  of the Subject Properties or the Submission Items,  in
  its  sole  and absolute discretion, Purchaser may terminate  this
  Contract by delivering, prior to the expiration of the Inspection
  Period,  written notice to Seller specifically and  unequivocally
  terminating  this  Contract ("Notice of Termination").   In  such
  event,  Seller  shall  be paid the Earnest Money,  and  no  party
  hereto  shall  have  any  further  obligations  hereunder  except
  Purchaser's liabilities under Section 6.1 hereof.  In  the  event
  that  Purchaser fails within the Inspection Period  to  give  the
  Notice of Termination, Purchaser shall be deemed to have accepted
  the  condition of the Subject Properties and Submission Items and
  Purchaser may not thereafter terminate this Contract by reason of
  the condition of the Subject Properties or Submission Items.   If
  Purchaser  notifies  Seller  within the  Inspection  Period  that
  Purchaser  approves the condition of the Subject  Properties  and
  Submission  Items, then Purchaser shall be deemed to have  waived
  Purchaser's right to terminate under this Section 6.2 and may not
  thereafter terminate this Contract by reason of the condition  of
  the Subject Properties and Submission Items.
  
                              ARTICLE 7
  
             DAMAGE OR DESTRUCTION PRIOR TO THE Closing
  
       7.1  DAMAGE OR DESTRUCTION Until Closing, the risk of loss or
  damage  to  the Subject Properties by fire or other  casualty  is
  assumed  by  Seller, but without any obligation on  the  part  of
  Seller to repair or replace any such loss or damage unless Seller
  elects  to  do  so as hereinafter provided. Seller  shall  notify
  Purchaser  of  the occurrence of any such loss or damage  to  the
  Real  Property  and Improvements ("Seller's Notice")  within  ten
  (10)  days  after  such  occurrence or by  the  day  of  Closing,
  whichever  first  occurs.   If  the  estimated  cost  of  repair,
  replacement or restoration of such loss or damage (as defined  in
  Section  7.4 hereof) is equal to or in excess of One Million  One
  Hundred Five Thousand and No/100 Dollars ($1,105,000.00)  to  the
  Real  Property and Improvements, either party may upon notice  to
  the  other, terminate this Contract, in which event this Contract
  shall  be  terminated and of no further force or  effect  and  no
  party hereto shall thereafter have any further rights against, or
  obligations  or  liabilities to, any  other  by  reason  of  this
  Contract except for Purchaser's liability pursuant to Section 6.1
  hereof and any monies paid by Purchaser as Earnest Money shall be
  returned to Purchaser and all insurance proceeds shall be paid to
  Seller.   If Seller elects to make such repairs and restorations,
  Seller's  Notice shall set forth an adjourned date  for  Closing;
  provided,  however,  whether or not Seller elects  to  make  such
  repairs  and  restorations, if the cost  to  repair,  replace  or
  restore  such  loss or damage is equal to or  in  excess  of  One
  Million   One   Hundred   Five  Thousand   and   No/100   Dollars
  ($1,105,000.00), Purchaser shall have the following options:  (i)
  to  declare  the  Contract canceled and of no  further  force  or
  effect and to receive a refund of all monies paid by Purchaser as
  Earnest Money, in which event no party shall thereafter have  any
  further  rights against,  or obligations or liabilities  to,  any
  other by reason of this Contract except for Purchaser's liability
  pursuant  to Section 6.1 hereof, or (ii) to complete the purchase
  in  accordance  with  this  Contract  without  reduction  of  the
  Purchase  Price;  provided, however, Seller shall  turn  over  to
  Purchaser  at the Closing the net proceeds actually collected  by
  Seller  under the provisions of any hazard insurance policies  to
  the extent that they are attributable to loss of or damage to the
  Real  Property  and  Improvements, plus the  amount  of  Seller's
  deductible, if any, less any sums theretofore expended by  Seller
  in  repairing  or replacing such loss or damage or in  collecting
  such proceeds and assign Seller's rights thereto to Purchaser.
       
       7.2  PURCHASER'S OPTION IN EXCESS OF AMOUNT  If the estimated
  cost of repair, replacement or restoration of such loss or damage
  to the Real Property and Improvements is equal to or in excess of
  One   Million  One  Hundred  Five  Thousand  and  No/100  Dollars
  ($1,105,000.00),  Purchaser  may exercise  the  resulting  option
  under  (i)  or  (ii) of Section 7.1 above only by written  notice
  given  to  Seller within ten (10) business days after receipt  of
  Seller's  bid  from a contractor in accordance with  Section  7.4
  hereof.   If Purchaser does not give such notice to Seller within
  the  prescribed  time period, Purchaser shall be deemed  to  have
  elected its option under Section 7.1 (ii).
       
       7.3      PURCHASER'S OPTION LESS THAN AMOUNT If the estimated
  cost of repair, replacement or restoration of such loss or damage
  to  the  Real Property and Improvements is less than One  Million
  One Hundred Five Thousand and No/100 Dollars ($1,105,000.00), and
  Seller  does  not  elect to make such repairs  and  restorations,
  Purchaser shall complete the purchase in accordance with  Section
  7.1 (ii) above.
       
       7.4  ESTIMATED COST OF REPAIR, REPLACEMENT AND RESTORATION The
  term  "estimated cost of repair, replacement and restoration"  or
  "estimated  value  of  such  portion of  the  Real  Property  and
  Improvements  to be taken" shall mean a firm bid for  the  actual
  cost  of repair and restoration obtained by Seller, within twenty
  (20)  days  of  receipt  of  Seller's Notice,  from  a  reputable
  contractor regularly doing business in the locality where Subject
  Properties are located.
       
       7.5  CONDEMNATION  If an amount equal to or in excess of One
  Million   One   Hundred   Five  Thousand   and   No/100   Dollars
  ($1,105,000.00) of the Subject Properties is taken prior  to  the
  Closing by any governmental or quasi-governmental body or  agency
  in  the  exercise  of  the power of eminent domain,  then  either
  party, upon notice to the other, may terminate this Contract,  in
  which  event the Earnest Money will be paid to the Purchaser  and
  all  condemnation awards and proceeds shall be paid to Seller and
  no party hereto shall thereafter have any further rights against,
  or  obligations  or liabilities to, any other by reason  of  this
  Contract  except  for  Purchaser's  obligations  and  liabilities
  pursuant  to  Section 6.1 hereof.  If this  Contract  is  not  so
  terminated   and   the  Closing  hereunder  is  completed,    all
  condemnation  awards and proceeds shall be paid to Purchaser.  If
  the governmental authority exercising its power of eminent domain
  has not determined the value of that portion of the Real Property
  and  Improvements to be taken, then the estimated value  of  such
  portion  to  be  taken  shall be determined  in  accordance  with
  Section  7.4 hereof except that such determination shall be  made
  by an appraiser mutually selected by Purchaser and Seller.
    
       
       
       
                              ARTICLE 8
  
                        CONDITION OF PROPERTY
  
        8.1  CONDITION OF PROPERTY  IT IS EXPRESSLY UNDERSTOOD  AND
  AGREED  THAT PURCHASER SHALL ACCEPT THE CONVEYANCE OF THE SUBJECT
  PROPERTIES IN THEIR PRESENT CONDITION, "AS-IS, WHERE-IS," SUBJECT
  TO  ALL PATENT AND LATENT DEFECTS, IF ANY, WITH NO REPRESENTATION
  OR  WARRANTY BY SELLER EXCEPT AS EXPRESSLY PROVIDED FOR  IN  THIS
  CONTRACT  AS  TO THEIR FITNESS,  SUITABILITY,  HABITABILITY,   OR
  USABILITY,  INCLUDING BUT NOT LIMITED TO,  (I)   THE  QUALITY  OR
  CONDITION  OF  THE IMPROVEMENTS AND THE REAL PROPERTY  INCLUDING,
  WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (II) THE  MANNER
  OF  OPERATING  THE  SUBJECT PROPERTIES AND THE  EXPENSES  RELATED
  THERETO, (III) THE COMPLIANCE OF THE SUBJECT PROPERTIES WITH  ANY
  LAWS,  RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL BODY,
  IT  BEING  UNDERSTOOD  THAT  THE SELLER'S  PREDECESSOR  IN  TITLE
  ACQUIRED  THE  SUBJECT  PROPERTIES  BY  VIRTUE  OF  A  SUBSTITUTE
  TRUSTEE'S  DEED ARISING OUT OF A FORECLOSURE SALE, AND  (IV)  THE
  NATURE  AND  EXTENT  OF  ANY SERVITUDES,  RIGHTS-OF-WAY,  LEASES,
  POSSESSION,    LIENS,   ENCUMBRANCES,   LICENSES,   RESERVATIONS,
  CONDITIONS OR OTHERWISE EXCEPT AS EXPRESSLY PROVIDED FOR IN  THIS
  CONTRACT.  PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
  REPRESENTATION,  WARRANTY,  STATEMENT  OR  OTHER  ASSERTION  WITH
  RESPECT  TO THE SUBJECT PROPERTIES' CONDITION MADE BY SELLER  AND
  ACCEPTS  THE  SUBJECT PROPERTIES UNDER THE EXPRESS  UNDERSTANDING
  THAT  THERE ARE NO EXPRESS OR IMPLIED WARRANTIES MADE  BY  SELLER
  WITH  RESPECT TO THE CONDITION OR VALUE OF THE SUBJECT PROPERTIES
  (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN ANY  OF  THE
  CLOSING DOCUMENTS). PURCHASER DECLARES THAT IT IS EXPERIENCED  IN
  THE  OWNERSHIP AND OPERATION OF PROPERTIES SIMILAR TO THE SUBJECT
  PROPERTIES AND THEREFORE ACKNOWLEDGES THAT IT WILL RELY SOLELY ON
  ITS   OWN   INVESTIGATION   AND  EXAMINATION   OF   THE   SUBJECT
  PROPERTIES,,WHICH  IT  IS  QUALIFIED TO  MAKE,  AND  NOT  ON  ANY
  INFORMATION  PROVIDED OR TO BE PROVIDED BY SELLER.  SELLER  MAKES
  NO REPRESENTATION AS TO ANY ENVIRONMENTAL MATTERS RELATING TO THE
  SUBJECT   PROPERTIES   INCLUDING,   WITHOUT   LIMITATION,    SOIL
  CONDITIONS, PURCHASER HAVING BEEN GIVEN THE INSPECTION PERIOD  TO
  SATISFY ITSELF THAT THERE ARE NO HAZARDOUS MATERIALS (DEFINED  IN
  THIS  SECTION  8.1)  ON OR IN THE SUBJECT PROPERTIES  THAT  WOULD
  CAUSE EITHER STATE OR FEDERAL AGENCIES TO ORDER A CLEANUP OF  THE
  SUBJECT  PROPERTIES UNDER ANY ENVIRONMENTAL LAW.  AS USED HEREIN,
  THE TERM "ENVIRONMENTAL LAW" SHALL MEAN AND INCLUDE COMPREHENSIVE
  ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C.
  9601,  ET SEQ., RESOURCE CONSERVATION AND RECOVERY ACT 42  U.S.C.
  6901,  ET SEQ. AND ALL OTHER SIMILAR EXISTING AND FUTURE FEDERAL,
  STATE  AND  MUNICIPAL STATUTES, RULES, REGULATIONS AND ORDINANCES
  GOVERNING THE ENVIRONMENT OR THE GENERATION, DISPOSAL OR  STORAGE
  OF ANY HAZARDOUS MATERIALS, ALL AS AMENDED FROM TIME TO TIME, AND
  ALL  RULES  AND  REGULATIONS  PROMULGATED  THEREUNDER.  THE  TERM
  "HAZARDOUS   MATERIALS"   SHALL  MEAN   AND   INCLUDE   ASBESTOS,
  POLYCHORINATED  BIPHENYLS,  PETROLEUM  PRODUCTS  AND  ANY   OTHER
  HAZARDOUS  OR  TOXIC  MATERIALS, WASTES AND SUBSTANCES  THAT  ARE
  DEFINED  AS  SUCH  IN  ANY ENVIRONMENTAL  LAW.  SELLER  MAKES  NO
  REPRESENTATION  AS  TO  THE CONDITION OR  VALUE  OF  THE  SUBJECT
  PROPERTIES.  PURCHASER HEREBY WAIVES AND RELEASES SELLER  OF  AND
  FROM  ANY  CLAIMS,  ACTIONS, CAUSES OF ACTION,  DEMANDS,  RIGHTS,
  LIABILITIES,   OBLIGATIONS,   DAMAGES,   COSTS,    EXPENSES    OR
  COMPENSATION  WHATSOEVER, DIRECT OR INDIRECT, KNOWN  OR  UNKNOWN,
  FORESEEN OR UNFORESEEN, THAT PURCHASER NOW HAS OR THAT MAY  ARISE
  IN  THE FUTURE ON ACCOUNT OF OR IN ANY WAY GROWING OUT OF  OR  IN
  CONNECTION WITH THE ECONOMIC, PHYSICAL OR ENVIRONMENTAL CONDITION
  OF THE SUBJECT PROPERTIES, OR ANY ENVIRONMENTAL LAW OR APPLICABLE
  REGULATION. THE PROVISIONS OF THIS SECTION 8.1 SHALL BE CONTAINED
  IN  THE  DEED  TO  BE  DELIVERED TO PURCHASER AT  CLOSING,  SHALL
  SURVIVE  CLOSING AND THE FUTURE TRANSFER OF ANY  OR  ALL  OF  THE
  SUBJECT PROPERTIES BY
  PURCHASER.
  
       8.2   PURCHASER'S ADDITIONAL WAIVERS   Purchaser agrees that
  Seller  shall not be responsible or liable to Purchaser  for  any
  construction  defects, errors, omissions, or on  account  of  any
  other conditions affecting the Subject Properties as Purchaser is
  purchasing  the Subject Properties AS IS, WHERE IS and  WITH  ALL
  FAULTS.    Purchaser  or anyone claiming, by,  through  or  under
  Purchaser, hereby fully releases Seller, its employees, officers,
  directors,  representatives and agents from any  and  all  claims
  that  it  may  now have or hereafter acquire against Seller,  its
  employees,  officers, directors, representatives and  agents  for
  any  cost,  loss, liability, damage, expense, demand,  action  or
  cause  of  action  arising from or related  to  any  construction
  defects,  errors,  omissions, or other conditions  affecting  the
  Subject  Properties.  Purchaser further acknowledges  and  agrees
  that this release shall be given full force and effect, according
  to  each of its express terms and provisions, including, but  not
  limited  to,  those  relating to unknown and unsuspected  claims,
  damages, and causes of action.
       
       8.3   MANAGEMENT OF PROPERTIES  Seller agrees that  it  will
  continue  to  cause  the Subject Properties  to  be  managed  and
  operated  by  Manager through the Closing in a manner  consistent
  with  the  manner  currently being practiced.   Seller  makes  no
  representations  and assumes no responsibility  with  respect  to
  continued occupancy of the Real Property and Improvements or  any
  part  thereof by any tenant or tenants now in possession.   Prior
  to  the Closing, Seller shall be entitled, but not obligated,  to
  enforce  the rights under any Lease or any tenancy by  litigation
  in  any  court-  having  jurisdiction over  landlord  and  tenant
  matters.   The removal by Seller of tenants that are  in  default
  under  their leases shall not give rise to any claim on the  part
  of  Purchaser  or affect this Contract in any manner  whatsoever.
  After the Closing, Seller shall be entitled to collect arrearages
  due Seller prior to Closing under any Lease or any tenancy (i) by
  litigation  in  any court having jurisdiction over  landlord  and
  tenant matters, or (ii) in any other manner Seller may elect.
  
        8.4  MODIFICATION OR RENEWALS OF LEASES  Seller will advise
  Purchaser of, any pending renewal or modification of an  existing
  Lease  or  any  proposed new lease of space in the  Improvements,
  that   is   acceptable  to  Seller,  in  its  sole  and  absolute
  discretion,  and will provide to Purchaser written specifications
  ("Specifications") of certain terms and conditions  with  respect
  thereto,  including, among other things, location of  the  leased
  premises, rental rate, term, options or renewals (if any), tenant
  improvement costs and leasing commissions.  Purchaser shall  have
  a  period  of  five (5) business days after receipt  of  Seller's
  Specifications within which to approve or disapprove  in  writing
  such  proposed modifications or renewal of an existing  Lease  or
  such  proposed new lease for space in the Improvements.    Notice
  to  Seller  of such approval or disapproval must be  received  by
  Seller within such five (5) business day period.  If Purchaser so
  approves, then all costs incurred in connection with such renewal
  or  extension of an existing Lease or such new lease,  including,
  without  limitation, tenant improvements and leasing  commissions
  (collectively "Costs"), shall be the responsibility of  Purchaser
  and  Purchaser  shall  reimburse  Seller  at  Closing  for  Costs
  reasonably  incurred  by  Seller in  connection  therewith.    If
  Purchaser  fails to approve or disapprove within  such  five  (5)
  business  day period, Purchaser shall be deemed to have  approved
  such  proposed modification or renewal of the existing  Lease  or
  such proposed new Lease.
  
       If within such five (5) day period, Purchaser disapproves of
  any  such renewal or extension of an existing Lease or a proposed
  new  lease,  Seller shall not enter into any of  such  agreements
  unless   this   Contract  is  terminated.   Notwithstanding   the
  provisions of this Section 8.4, any renewal, expansion or  option
  granted  to a tenant under an existing Lease shall not be subject
  to  the provisions of this Section 8.4 and Purchaser shall accept
  the  Subject  Properties subject to such Lease,  as  so  renewed,
  expanded   or   optioned,   and   shall   assume   all    duties,
  obligations   and  liabilities under any and  all  agreements  in
  relation  to paying any Costs  in connection therewith including,
  without  imitation, reimbursing Seller at Closing for  any  Costs
  reasonably incurred. Purchaser's  duties  and  obligations  under
  this  Section 8.4, including, without limitation, its obligations
  to pay all Costs, shall survive the Closing.
  
       Notwithstanding anything contained herein to  the  contrary,
  Seller  shall  at  Closing  either (i) provide  evidence  of  the
  payment  of, or (ii) apply as a credit to the Purchase Price  the
  actual  amount incurred or to be incurred less any amount  actual
  paid  by  Seller with respect to any tenant improvements,  moving
  expenses,   and/or  leasing  commissions  associated   with   the
  lease(s),  renewal  or  expansion with  tenants  in  the  Subject
  Properties executed prior to the Effective Date of this Contract.
  
       8.5  PURCHASER'S REPRESENTATIONS AND WARRANTIES    Purchaser
  makes  the  following representations and warranties, as  of  the
  date  of  execution of this Agreement and as of the Closing  Date
  which  shall  survive  Closing  and  conveyance  of  the  Subject
  Properties to
  Purchaser:
  
              (i) AUTHORITY.   Purchaser  is  a  corporation   duly
                  formed,  organized, existing and in good standing
                  under  the  laws of the State of Texas; 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.
  
             (ii) 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 Subject Properties, including,
                  without  limitation, land use, zoning  and  other
                  governmental restrictions.
  
            (iii) 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
  
       8.6  SELLER'S  REPRESENTATIONS AND WARRANTIES. Seller  makes
  the following representations and warranties,  as of the date  of
  execution  of  this Agreement and as of the Closing  Date,  which
  shall survive conveyance of the Subject Properties to Purchaser:
       
            (i)  AUTHORITY.  Seller is a corporation, duly  formed,
                 organized, existing and in good standing under the
                 laws  of the State of New Jersey; Seller 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  off
                 officers of Seller and are authorized to do so.
            
            (ii) MARKETABLE TITLE.  As of Closing, Seller will  own
                 the Personal Property free and clear of all liens,
                 -claims,  encumbrances, and rights of others,  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
                 Subject Properties.
  
           (iii) FIRPTA.    Seller is not a "foreign  person"
                 (as  defined  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 Sale.
  
                              ARTICLE 9
  
                               CLOSING
  
         9.1 DATE OF CLOSING The Closing hereunder shall take place
  at  the  offices  of the Title Company at 9:00 a.m.  The  Closing
  shall  be on or before five (5) days after the expiration of  the
  Inspection Period.
  
        9.2 Delivery of Items At Closing By Seller  At the Closing,
  Seller  shall  deliver or cause to be delivered to Purchaser  and
  Purchaser shall accept and execute where indicated, each  of  the
  following  items  (if Purchaser's execution is  required  by  the
  terms of such items):
             
            (a)  special warranty deed, in the form attached hereto
        as  Exhibit  "C" and made a part hereof duly  executed  and
        acknowledged  by  Seller,  conveying  title  in  the   Real
        Property  and  Improvements to Purchaser,  subject  to  the
        Permitted Exceptions;
            
            (b)   bill  of  sale  in the form  attached  hereto  as
        Exhibit  "D"  and  made  a part hereof  duly  executed  and
        acknowledged by Seller, conveying to Purchaser the Personal
        Property,   without  warranty,  subject  to  the  Permitted
        Exceptions;
            
            (c)   an  assignment,  without  recourse  in  the  form
        attached  as  Exhibit  "E" and made  a  part  hereof,  duly
        executed and acknowledged by Seller, assigning to Purchaser
        all  of  Seller's interest in (i) the Leases  and  security
        deposits  (that  are in Seller's or Manager's  possession),
        (ii)  those  Miscellaneous Contracts Purchaser is  assuming
        pursuant  to  Section 5.1(b) hereof, (iii) the  warranties,
        guaranties, and bonds applicable to the Subject  Properties
        and  (iv)  any  and  all  outstanding  tenant   improvement
        contracts    and/or    capital    contracts   (collectively
        referred to herein as "TI Contracts") any and all rights to
        use  the  names  "Cherokee Building"  and  the  "Centennial
        Woodford Mews Building
            
            (d)   transfer of all security deposits in the form  of
        letters of credits that are in Seller's possession;
            
            (e)    a letter in the form attached as Exhibit "F" and
        made a part hereof to be addressed to each tenant under the
        Leases  advising  such tenant that the  Subject  Properties
        have  been sold to Purchaser and that Purchaser has assumed
        the obligation to refund such tenant's security deposit  in
        accordance  with such Lease, with the exact amount  of  the
        deposit specified for such tenant;
            
            (f)    executed  originals of all Leases  or  occupancy
        agreements  and security deposits of tenants (the  security
        deposits  shall  be  transferred to Purchaser  by  separate
        check  issued  from  the Manager's account),  that  are  in
        possession  of Manager or Seller, relating to  all  or  any
        part of the Subject Properties;
            
            (g)    all  keys to all locks on the Subject Properties
        in possession of Seller;
            
            (h)    copies of Miscellaneous Contracts, TI Contracts,
        Leases in Seller's possession, assigned to Purchaser;
            
            (i)    a  certification in the form attached as Exhibit
        "G"  and  made a part hereof executed by Seller  containing
        the following:
  
               (i)     the  Seller's  U.S. Taxpayer  Identification
                       Number;
  
               (ii)    the business address of Seller; and
               
               (iii)   a statement that Seller is not a foreign person within
                       the meaning of Sections 1445 and 7701 of the Internal 
                       Revenue Code ("IRC")  (i.e.,  Seller is not a 
                       nonresident alien, foreign corporation, foreign 
                       partnership,  foreign trust or foreign estate as those
                       terms are defined in the IRC and applicable
                       Income Tax Regulations);
               
            (j)    a  Seller's  Affidavit  of  Title  in  the  form
        attached as Exhibit "H" and made a part hereof executed  by
        the Seller; and
            
            (k)  deliver to Purchaser such evidence or documents as
        may  be  required  by the Purchaser or  the  Title  Company
        evidencing  the  status  and capacity  of  Seller  and  the
        authority  of  the person or persons who are executing  the
        various  documents  on behalf of the Seller  in  connection
        with the sale of the Subject Properties.
              
       9.3  Delivery  of  Items  at Closing  By  Purchaser  At  the
  Closing, Purchaser shall:
  
            (a)   deliver  to Seller the Purchase Price,  allowable
        prorations and similar items;
  
            (b)   deliver  to Seller such evidence or documents  as
        may  be  required  by  the  Seller  or  the  Title  Company
        evidencing  the  status and capacity of Purchaser  and  the
        authority  of  the person or persons who are executing  the
        various documents on behalf of Purchaser in connection with
        the acquisition of the Subject Properties;
  
            (c)    join  Seller  in the execution of  the  document
        described in 9.2(c) above, which document shall include  an
        assumption agreement wherein Purchaser assumes any and  all
        liabilities or obligations of Seller under Sections 8.1 and
        8.2   hereof,  the  Leases,  tenants'  security   deposits,
        Miscellaneous   Contracts  TI  Contracts  and   any   other
        agreements,  contracts,  licenses  or permits  assigned  to
        Purchaser by Seller and agrees to indemnify and hold Seller
        harmless  from  any  claims  and  expenses  arising   after
        Closing,   (including,   without   limitation,   reasonable
        attorneys'  fees)  in relation to such  matters,  items  or
        documents; and
  
            (d)   join  Seller  in the execution of  the  documents
        described  in items 9.2(b), 9.2(e) above, and the execution
        of  closing  statements as may be prepared  by  the  Seller
        and/or Title Company.
             
       9.4   Prorations  At the Closing, the following items  shall
  be  adjusted and prorated between Seller and Purchaser on  a  per
  diem basis as of 12:01 A.M. on the day of Closing:
  
            (a)   Rents and other charges payable under the Leases.
        For  purposes  hereof, all rents and other charges  payable
        under  the  Leases  for the calendar  month  in  which  the
        Closing  occurs  shall be prorated on  the  basis  of  sums
        actually  collected by Seller prior to  the  Closing.   All
        rent  collections  prior  to the  Closing  shall  be  first
        applied to arrears for prior months, with any balance to be
        applied  to  current  monthly  charges.   From  and   after
        Closing,  all  rent collections shall be first  applied  to
        current monthly charges, with the balance, -if any,  to  be
        applied  to  arrears for prior months.  After the  Closing,
        Purchaser  shall have a duty and obligation  to  Seller  to
        remit  such  unpaid rents and other charges to Seller  when
        collected  by  Purchaser.   Purchaser shall use  reasonable
        efforts  to collect any such unpaid rents or other  charges
        in  arrears.   The provisions of this Section 9.4(a)  shall
        survive the Closing.
  
             (b) Payments under the Miscellaneous Contracts assumed
       by  Purchaser  on  the  basis of the  actual  payments  owed
       thereunder.   If   the  actual  payments   owed   under  the
       Miscellaneous  Contracts are not known at the  Closing,  the
       proration of such payments shall be made on the basis of the
       best  evidence  then  available, which  proration  shall  be
       final.
  
             (c)  Real  estate,  ad valorem and  personal  property
        taxes, sewer rents and charges, and other state, county and
        municipal  taxes,  charges  and  assessments  (special   or
        otherwise)  which  may  be paid in  installments  shall  be
        prorated  on the basis of the calendar year for  which  the
        same  are  levied,  imposed or assessed (i.e.  real  estate
        taxes  imposed on the calendar year 01/01/96 to  12/31/96).
        Tax  bills are sent out in June and December.    Therefore,
        the   second-half   real  estate tax  prorations  shall  be
        calculated  on  the 1995 second half tax  bills.   All  tax
        prorations  shall  be final at Closing.  Seller  shall  pay
        regular  installments  of  special  assessments  that  have
        become  due  prior  to  the Closing.  All  installments  of
        special assessments or portions due on or after the Closing
        shall be assumed and paid by Purchaser.
  
             (d)    Charges for water, electricity, gas  and  other
        utilities.  The consumption of all water, electricity,  gas
        and  other utilities is measured by meter, and Seller shall
        furnish  a  current reading of each meter at  the  Closing,
        which  readings shall have been made either as of  midnight
        on  the day prior to the Closing or as close to the Closing
        as  reasonably possible, and in any event Seller  shall  be
        responsible for paying charges therefor to midnight on  the
        day  prior  to  the Closing or submitting proof  that  such
        charges  were previously paid. In the event meter  readings
        current as of midnight on the day prior to the Closing  are
        not  available at Closing, then Seller shall pay at Closing
        the  charges  to  the date of the most  recent  reading  or
        submit  proof that such charges were previously  paid,  and
        the  parties further agree to notify the utility  companies
        to  read  the meters as soon as possible after Closing  and
        adjust  and  prorate such utility charges when  the  actual
        readings are available.
  
        9.5  Errors  and  Omissions   Any errors and  omissions  in
  computing  apportionments at Closing shall be promptly corrected,
  which obligation survives the Closing.
  
          
        9.6  purchaser's Costs At Closing, Purchaser shall pay  for
  the following:
              
              (i)   the premium charges and surcharges for an owner's title
                    policy, and endorsement, if any, to be issued to Purchaser;
              
              (ii)  all escrow fees and any and all other title related fees
                    charged by the Title Company;
              
              (iii) costs of recording all documents delivered by Seller to
                    Purchaser or by Purchaser to Seller at the Closing;
              
              (iv)  the attorneys' fees of Purchaser's counsel in connection
                    with   or   relating   to the transactions contemplated by 
                    this Contract;
              
              (v)   all deed stamps, intangible taxes and other transfer taxes
                    including but not limited to the County and States taxes
                    (Grantor's and State recordation taxes);
              
              
              (vi)  any  updated/revisions/recertification  to Survey;
  
             (vii)  mortgage, conveyance and tax certificate fees charged
                    by the Title Company; and
              
            (viii)  any  other expenses not expressly stipulated
                    herein as expenses to be paid by Seller.
               
       9.7   SELLER'S COSTS  At Closing, Seller shall pay  for  the
  following:
       
                 (i)   the cost of the Survey;
       
                             (ii)   the attorney's fees of Seller's
                       counsel  in  connection with or relating  to
                       the   transactions  contemplated   by   this
                       Contract; and
         
                 (iii) the title commitment charges, if any.
          
                                  
                                  
                             ARTICLE 10
                                  
                       REAL ESTATE COMMISSION
  
        10.1      COMMISSIONS  Seller and Purchaser hereby covenant
  and  agree  one  with the other that no real estate  commissions,
  finders'  fees or brokers' fees have been or will be incurred  in
  connection  with  this Contract or the transactions  contemplated
  hereby,-  except as specified in this Section 10.1.  A commission
  ("Commission") in the amount of Three Hundred Seventeen  Thousand
  Two  Hundred  Thirty  and No/100 Dollars ($317,230.00)  shall  be
  payable  by Seller to Barnes, Morris, Pardoe & Foster, Inc.  1420
  Spring  Hill Road, Suite 200, Mc Lean, Virginia 22102  ("Broker")
  at Closing if and when Closing occurs.  Broker hereby indemnifies
  and  holds  Seller and Purchaser harmless, from and  against  any
  claims,  causes  of action or  liabilities,  including,   without
  limitation,  reasonable attorneys' fees and court costs, that may
  be  incurred  with  respect to any claim for  other  real  estate
  commissions,  brokers'  fees or finders' fees  relative  to  this
  Contract. The provisions of Section
  10.1 shall survive the Closing or termination of this Contract.
  
        10.2  BROKER INDEMNIFICATIONS  By executing this  Contract,
  Broker  agrees  that  if  for any reason  whatsoever  (including,
  without limitation, the act or default of the Purchaser or Seller
  hereunder or the unavailability or uninsurability of the title to
  the  Subject  Properties) the Closing should not  occur  or  this
  Contract should be canceled or terminated by Seller or Purchaser,
  then  Seller  shall  be released and the Broker  hereby  releases
  Seller,  from  any and all liability, claim or  cause  of  action
  whatsoever,  and the Commission shall not be due  or  payable  to
  Broker.   The  Commission, if any, shall be the sole compensation
  paid to Broker. Broker shall not be entitled to reimbursement for
  any  expenses or any other obligations Broker incurs in  relation
  to  or  in  connection with the performance of  its  services  in
  relation  to  this Contract. Upon payment of the  Commission,  if
  any,  to  Broker, Seller shall have no further duty or obligation
  to Broker and payment of such Commission, if any, by Seller shall
  release Seller as of such date from any and all claims Broker may
  have  against  Seller relating to the Subject Properties  whether
  known or unknown and whether past, present or future.
  
                             ARTICLE 11
  
                          REMEDIES OF DEFAULT
                                                    
       11.1   TERMINATION OF CONTRACT BY PURCHASER If this Contract
  is  terminated by Purchaser in accordance with any  one  or  more
  Sections   hereof  that  entitle  Purchaser  to  terminate   this
  Contract, then the Earnest Money shall be paid to Seller  by  the
  Title Company, (unless otherwise specifically stated herein)  and
  no  party hereto shall have any further obligations to any  other
  hereunder,  except  for Purchaser's obligations  and  liabilities
  under Section 6.1 hereof.
       
       11.2  PURCHASER'S DEFAULT If the Purchaser fails or  refuses
  to  consummate  the  purchase of the Subject Properties  for  any
  reason  other  than  Seller's failure to  tender  performance  of
  Seller's  obligations hereunder, or termination of  the  Contract
  pursuant to a right granted to Purchaser hereunder to do so, then
  the  Earnest  Money  shall be paid to the  Seller  by  the  Title
  Company as liquidated damages.  Such amount is agreed upon by and
  between  Seller and Purchaser as liquidated damages  due  to  the
  difficulty and inconvenience of ascertaining and measuring actual
  damages and the uncertainty thereof; and no other damages, rights
  or  remedies (except as provided in Section 6.1 hereof) shall  in
  any  case be collectible, enforceable or available to Seller, but
  Seller  shall accept said cash payments as Seller's total damages
  and relief.
  
       11.3   SELLER'S DEFAULT    In the event of Seller's  default
  hereunder,  this Contract shall be terminated, the Earnest  Money
  shall  be returned to Purchaser by the Title Company and  as  its
  sole  remedy  Purchaser  may  receive  from  Seller  the  sum  of
  $100,000.00 as liquidated damages.  Such amount is agreed upon by
  and between Seller and Purchaser as liquidated damages due to the
  difficulty and inconvenience of ascertaining and measuring actual
  damages and the uncertainty thereof; and no other damages, rights
  or  remedies  shall  in any case be collectible,  enforceable  or
  available  to  Purchaser,  but Purchaser shall accept  said  cash
  payment as Purchaser's total damages and relief.
  
                             ARTICLE 12
  
                            MISCELLANEOUS
  
       12.1   NOTICES   All notices,  demands,  consents,  or other
  communications  of  any type (collectively  "Notices")  given  by
  Seller to Purchaser or by Purchaser to Seller whether required by
  this  Contract  or in any way related to any of the  transactions
  contracted for herein shall be void and of no effect unless given
  in  accordance  with the provisions of this Section  12.1.    All
  notices shall be in writing and shall be delivered to the  person
  to  whom  the notice is directed, either in person or  by  United
  States  Mail1  as a registered or certified item, return  receipt
  requested.  Notices  may  also be sent by facsimile  transmission
  ("fax")  or  overnight mail. Notices delivered by mail  shall  be
  effective three (3) days after deposited in a post office or with
  respect  to  an  overnight  service,  effective  as  of  the  day
  designated for receipt, other proper depository, as the case  may
  be, under the care or custody of the United States Postal Service
  or  other carrier, as the case may be, enclosed in a wrapper with
  the proper postage affixed and addressed, if to the Purchaser, as
  follows:
       
      
                      The Parkway Company
                      188 East Capital Street, Suite 300
                      Jackson, Mississippi 39201
                      Attn: James Ingram
                      Phone:     (601) 948-4091
                      Fax:  (601) 949-4077
  
  with a copy to:     Steven Hendrix, Esq.
                      Forman Perry
                      188 East Capital Street, Suite 1200
                      Jackson, Mississippi 39201
                      Phone: (601) 960-8603
                      Fax:   (601) 960-8609
  
  and addressed, if to the Seller, as follows:
  
                      Nora E. Miller
                      MBL Life Assurance Corporation
                      520 Broad Street
                      Real Estate Investment Division
                      Newark, New Jersey  07102-3111
                      Phone: (201) 481-8425
                      Fax:  (201) 268-4332
  
  with a copy to:     Hilary A. Kruce, Esq.
  
                      MBL Life Assurance Corporation
                      520 Broad Street
                      Law Department
                      Newark, New Jersey  07102-3111
                      Phone: (201)481-8550
                      Fax:  (201) 268-4335
  
  Any  party  hereto may change the address or contact  for  notice
  specified  above by giving the other party ten (10) days  advance
  written notice of such change of address or contact.
  
       12.2  EFFECTIVE  DATE  This  Contract  may  be  executed  in
  multiple  counterparts on the respective dates set  forth  below,
  each  of  which shall constitute an original, but which  together
  shall constitute but one Contract.  Execution by Purchaser hereof
  shall constitute an offer by Purchaser to Seller to purchase  the
  Subject Properties for the price and on and subject to the  terms
  and  conditions herein set forth, which offer shall automatically
  terminate  and  be  of  no force or effect  unless  Seller  shall
  execute   and   return  to  Purchaser  one  (1)  fully   executed
  counterpart of this Contract within ten (10) business  days after
  Seller's  receipt  of  the  Contracts. Notwithstanding the  above
  and  Article  3  hereof, the date of execution hereof  by  Seller
  shall  be  the  effective date of this Contract  (the  "Effective
  Date")
  
       12.3  ASSIGNMENT    This Contract may  not  be  assigned  by
  Purchaser, provided, however, Purchaser shall have the  right  to
  sell,  assign or transfer its right, title and interest  in  this
  contract  to  an entity in which Purchaser holds  of  record  and
  beneficially at least a fifty-one percent (51%) interest and that
  is  at  all  times under the "control" of Purchaser.    The  term
  "control",  for  the purposes of this Section  12.3,  shall  mean
  possession,  directly or indirectly, of the power  to  direct  or
  cause  the direction of the management and policies of an entity1
  whether  through the ownership of voting securities,  by contract
  or  otherwise.  Notwithstanding the above, Purchaser's  right  to
  assign  or  transfer shall be contingent upon Purchaser providing
  to  Seller, at least five (5) business days prior to the Closing,
  the name of the proposed assignee, the address to which Purchaser
  requests rents to be forwarded post Closing for completion of the
  Notice  to Tenants attached as Exhibit "J" hereto, and any  other
  information that Seller may require in relation to such  proposed
  assignment.
  
       12.4  LAWS  This Contract shall be construed and interpreted
  in  accordance  with the laws of the State of  Virginia  and  the
  obligations of the parties hereto are and shall be performable in
  the  county  wherein the Subject Properties are located.    Where
  required  for proper interpretation, words in the singular  shall
  include the plural; the masculine gender shall include the neuter
  and feminine, and vice versa.
  
       12.5  MODIFICATION   This Contract may not  be  modified  or
  amended,  except by an agreement in writing signed by Seller  and
  Purchaser.   Seller and Purchaser may waive any of the conditions
  contained  herein  or  any  of  the  obligations  of  the   other
  hereunder,  but  any such waiver shall be effective  only  if  in
  writing  and  signed  by  the party waiving  such  conditions  or
  obligations.
  
       12.6 AUTHORITY  Each person executing this Contract warrants
  and represents that he is fully authorized to do so.
        
       12.7 TIMES AND DATES TIME IS OF THE ESSENCE IN THIS CONTRACT
  and  all times and dates shall be in accordance with Newark,  New
  Jersey Time.
  
       12.8  DESCRIPTIVE HEADINGS  The descriptive headings of  the
  several  Articles,   Sections and paragraphs  contained  in  this
  Contract are inserted for convenience only and shall not  control
  or  affect  the meaning or construction of any of the  provisions
  hereof.
  
       12.9  ENTIRE CONTRACT  This Contract, including the Exhibits
  hereto and the Submission Items, constitutes the entire agreement
  among  the  parties, whether written or oral, pertaining  to  the
  subject   matter   hereof   and   supersedes   all   prior    and
  contemporaneous agreements  and understandings  of   the  parties
  in  connection therewith.  No representation1 warranty, covenant,
  agreement  or condition not expressed in this Contract  shall  be
  binding  upon the parties hereto or shall affect or be  effective
  to  interpret, change or restrict the provisions of this Contract
  unless  the parties have complied with the terms of Section  12.5
  hereof.
  
       12.10 CONSTRUCTION This Contract shall not be construed more
  strongly against any party regardless of who was more responsible
  for its preparation.
       
       12.11  NON-RECORDABLE  This Contract, a memorandum  of  this
  Contract,  an interest in ownership of the Subject Properties  or
  any other document that would constitute an exception to Seller's
  title shall not be recorded and the provisions hereof  shall  not
  constitute a lien on the Subject Properties.
  
       12.12 THIRD-PARTY BENEFICIARY  It is specifically understood
  and  agreed that no person or other entity shall be a third-party
  beneficiary  hereunder, and that none of the provisions  of  this
  Contract shall be for the benefit of or be enforceable by  anyone
  other  than the parties hereto, and that only the parties  hereto
  shall have any rights hereunder.
  
       12.13  LEGAL RELATIONSHIP Nothing herein shall be  construed
  as  to  constitute  or  establish  any  type  of  joint  venture,
  partnership, or any other type of legal relationship between  the
  parties  other  than  the vendor-vendee relationship  established
  hereby between Seller and Purchaser.
  
       12.14 CONTEMPLATION OF CLOSING  If Purchaser closes the sale
  contemplated  herein, Purchaser shall be conclusively  deemed  to
  have  waived   any   breach  or  default   by   Seller   of   any
  covenant, representation or warranty under this Contract (but not
  under  any  of  the  documents executed  at  Closing  that  shall
  thereafter  continue  to be effective in  accordance  with  their
  terms).
  
       12.15 RETURN OF DOCUMENTS  Upon termination of this Contract
  for  any reason by Purchaser or Seller, Purchaser shall have  the
  obligation  to return all documents and copies thereof (including
  the  Survey) and any other information or documentation resulting
  from Purchaser's inspections, to Seller.  Neither Seller nor  the
  Title  Company shall have any obligation to return the last  Five
  Thousand  and No/100 Dollars ($5,000.00) of the Earnest Money  to
  Purchaser  upon  any permitted termination of  this  Contract  by
  Purchaser  until  all  of  such  documents  and  copies   thereof
  (including the Survey) have been returned to Seller.
  
       12.16 EFFECT OF HOLIDAYS  In the event any date specified or
  computed under this Contract for the performance of an obligation
  by either Seller or Purchaser, or for the occurrence of any event
  provided  for herein, shall be a Saturday, Sunday or  "recognized
  holiday" (defined for purposes hereof as any holiday observed  by
  federal  law),  then the date for such performance or  occurrence
  shall be automatically extended to the next calendar day which is
  not a Saturday, Sunday or recognized holiday.
  
       12.17     COMPLETION  OF  DOCUMENTS   Seller  and  Purchaser
  understands and agrees that the forms of closing documents  which
  are  attached as exhibits hereto may have to be modified in order
  to  be  made appropriate for the transaction contemplated herein.
  It  is  anticipated  by the parties that such modifications  will
  consist  of  inserting  appropriate  information  in  the  blanks
  contained in the forms of closing documents attached as  exhibits
  hereto. Seller and Purchaser agree that any such changes will  be
  mutually agreed upon by Seller and Purchaser.
  
  EXECUTED on this 10th day of June, 1996, by Purchaser.
  
                             THE PARKWAY COMPANY
                             By:     James M. Ingram
                             Name:   James M. Ingram
                             Title:  Vice President
  
  EXECUTED on this 10th day of June, 1996, by Purchaser.
  
                             THE PARKWAY COMPANY
                             By:     Steven G. Rogers
                             Name:   Steven G. Rogers
                             Title:  President
  
  EXECUTED on this 11th day of June, 1996, by Seller.
       
                             MBL LIFE ASSURANCE CORPORATION
                             By:     Michael S. Ryan
                             Name:   Michael S. Ryan
                             Title:  Senior Vice President
  
       The  Contract  has been received by the Title  Company  this
  12th  day  of  June,  1996.  By its execution of  this  Contract,
  below,  the Title Company agrees to be bound by the terms  hereof
  to  the  extent that the Contract imposes duties upon  the  Title
  Company,  and  subject  to  the attached  general  conditions  of
  escrow.
  
                             CHICAGO TITLE INSURANCE COMPANY
                             By:     R. Eric Taylor
                             Name:   R. Eric Taylor
                             Title:  Commercial Counsel
  
  Broker   executes  this  Contract  solely  for  the  purpose   of
  confirming and agreeing to the terms of Article 10 hereof.
  
                             BARNES, MORRIS, PARDOE & FOSTER, INC.
                             By:     Martin J. Ryan
                             Name:   Martin J. Ryan
                             Title:  Senior Vice President