content: UNITED STATES	
  
                  SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
  
                  ----------------------------------
  
                               FORM 8-K
  
  
                            CURRENT REPORT
  
  
                   Pursuant to Section 13 or 15(d)
                                of the
                   Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):November 17, 1997 
                                                   -----------------
  
  
                        PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                     1-11533                  74-2123597 
  ------------------------------------------------------------------
  (State or other      (Commission File Number)        (IRS Employer
  jurisdiction of                                     Identification
  incorporation)                                          Number)   
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  (Address of principal executive offices)                (Zip Code)
  
  
  Registrant's telephone number, including area code  (601) 948-4091
                                                      --------------
  
  
  ------------------------------------------------------------------
     (Former name or former address, if changed since last report)
  
                              FORM 8-K
  
                       PARKWAY PROPERTIES, INC.
  
  
  Item 2.  Acquisition or Disposition of Assets.
   
       On November 17, 1997, Parkway Properties LP, a limited 
  partnership in which Parkway Properties, Inc. is a 99% limited 
  partner and a wholly-owned subsidiary of Parkway Properties, 
  Inc. is a 1% general partner, purchased the Raytheon Office 
  Building in Houston, Texas for $15,980,000 from an unrelated 
  party.  The purchase was funded with advances under bank lines 
  of credit with Deposit Guaranty National Bank at an interest 
  rate of 7.53% and the assumption of an existing $7,958,000 first 
  mortgage.  The Raytheon Office Building is an eight-story 
  building constructed in 1983 containing approximately 148,000 
  net rentable square feet.  The building offers 736 parking 
  spaces with 494 spaces located within a six-story parking garage 
  next to the building. The Raytheon Building is located on 3.9 
  acres at 1250 West Sam Houston Parkway South in West Houston. 
  The building is 100% leased with Raytheon Engineers and 
  Constructors, Inc. occupying 147,000 square feet under a lease 
  that expires in December 2005.
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
            The following audited financial statement of the 
  Raytheon Building for the year ended December 31, 1996 is 
  attached hereto. Also included is the unaudited financial 
  statement for the nine months ended September 30, 1997.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                             4
       Statement of Rental Revenue and          
         Direct Operating Expenses                                5
       Notes to Statement of Rental Revenue           
         and Direct Operating Expenses                            6
  
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The following unaudited Pro Forma Consolidated Financial 
  Statements are attached hereto.
  
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)         8
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of September 30, 1997                                     10
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1996                         11
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Nine Months Ended September 30, 1997                 12
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                       13
  
  
       (c)  Exhibits.
  
       (10)	 Purchase and Sale Agreement between RayVest Limited 
  Partnership, a Texas limited partnership ("Seller") and Parkway 
  Properties, L.P., a Delaware limited partnership ("Purchaser") 
  dated September 17, 1997.  Parkway agrees to furnish 
  supplementally to the Securities and Exchange Commission on 
  request a copy of any omitted schedule or exhibit to this 
  agreement.
  
  
  
  
  
                    Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We have audited the accompanying statement of rental revenue and 
  direct operating expenses of Raytheon Building for the year ended 
  December 31, 1996. This statement is the responsibility of 
  management.  Our responsibility is to express an opinion on this 
  statement based on our audit.
  
  We conducted our audit in accordance with generally accepted 
  auditing standards.  Those standards require that we plan and 
  perform the audit to obtain reasonable assurance about whether the 
  statement of rental revenue and direct operating expenses is free 
  of material misstatement.  An audit includes examining, on a test 
  basis, evidence supporting the amounts and disclosures in the 
  statement.  An audit also includes assessing the accounting 
  principles used and significant estimates made by management, as 
  well as evaluating the overall statement presentation.  We believe 
  that our audit provides a reasonable basis for our opinion.
  
  The accompanying statement was prepared for the purpose of 
  complying with the rules and regulations of the Securities and 
  Exchange Commission for inclusion in Form 8-K of Parkway 
  Properties, Inc., as described in Note 2, and is not intended to 
  be a complete presentation of Raytheon Building revenue and 
  expenses. 
  
  In our opinion, the statement of rental revenue and direct 
  operating expenses referred to above presents fairly, in all 
  material respects, the rental revenue and direct operating 
  expenses described in Note 2 of Raytheon Building for the year 
  ended December 31, 1996, in conformity with generally accepted 
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and 
  direct operating expenses of Raytheon Building for the nine months 
  ended September 30, 1997 in accordance with the Statement on 
  Standards for Accounting and Review Services issued by the 
  American Institute of Certified Public Accountants. A compilation 
  is limited to presenting in the form of a financial statement 
  information that is the representation of management.  We have not 
  audited or reviewed the statement of rental revenue and direct 
  operating expenses of Raytheon Building for the nine months ended 
  September 30, 1997 and, accordingly, do not express an opinion or 
  any other form of assurance on the statement.
  
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  November 11, 1997
  
  
  
                            Raytheon Building
  
                       Statement of Rental Revenue
                      and Direct Operating Expenses
  
  
  
                                 Year Ended       Nine Months Ended
                              December 31, 1996   September 30, 1997 
                             ------------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............  $2,224,767         $1,668,575
   Reimbursed charges and
     other income...............     538,197            403,650
                                  ----------         ----------
                                   2,762,964          2,072,225
                                  ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................     305,857            225,917
    Real estate taxes...........     191,506            143,630
    Maintenance services
      and supplies..............     169,060             80,608
    Janitorial services
      and supplies..............     147,675            109,245
    Management fees (Note 3)....      71,771             65,086
    Salaries....................     122,643	            92,929
    Insurance...................      25,181             15,203
    Security service............     179,959            157,593
    Administrative and
      miscellaneous expenses....      62,506             28,673
                                  ----------         ----------
                                   1,276,158            918,884
                                  ----------         ----------
  Excess of rental revenue over
    direct operating expenses...	 $1,486,806         $1,153,341
                                  ==========         ==========
  
  
  
  
                         See accompanying notes.
  
  
  
  
  
  
  
  
  
                           Raytheon Building
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1996
  
  
  1.  Organization and Significant Accounting Policies
  
      Description of Property
  
      A limited partnership in which Parkway Properties, Inc. is a 
  99% limited partner and a wholly-owned subsidiary is a 1% general 
  partner expects to complete the acquisition of Raytheon Building 
  (the "Building") in Houston, Texas effective November 17, 1997 
  from an unrelated party.  The eight story building located in 
  Houston, Texas and contains approximately 148,000 (unaudited) 
  rentable square feet.
  
      Rental Income
  
      Minimum rents from leases are accounted for ratably over the 
  term of each lease.  Tenant reimbursements are recognized as 
  income as the applicable services are rendered or expenses 
  incurred.
  
      The future minimum rents on noncancelable operating leases at 
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $ 2,313,000
                          1998           2,313,000
                          1999           2,313,000
                          2000           2,304,000
                          2001           2,300,000   
                       Thereafter        9,201,000
                                       -----------
                                       $20,744,000
                                       ===========
  
      The above amounts do not include tenant reimbursements for 
  utilities, taxes, insurance and common area maintenance.
  
      One tenant, whose lease expires December 31, 2005, accounted 
  for approximately 99% of the Building's rental revenue for the 
  year ended December 31, 1996 and the nine months ended September 
  30, 1997 (unaudited).
  
  2.  Basis of Accounting
  
      The accompanying statement of rental revenue and direct 
  operating expenses is presented on the accrual basis.  The 
  statement has been prepared in accordance with the applicable 
  rules and regulations of the Securities and Exchange Commission 
  for real estate properties acquired.  Accordingly, the statement 
  excludes certain expenses not comparable to the proposed future 
  operations of the building such as depreciation and mortgage 
  interest expense.  Management is not aware of any material factors 
  relating to the Building that would cause the reported financial 
  information not be necessarily indicative of future operating 
  results.
  
  3.  Management Fee
  
      Management fees of approximately 3% of revenues received from 
  the operations of the Building were paid to an unrelated 
  management company.
  
                       PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
  
       The following unaudited pro forma consolidated balance sheet 
  as of September 30, 1997 and pro forma consolidated statements of 
  income of Parkway Properties, Inc. ("Parkway") for the year ended 
  December 31, 1996 and nine months ended September 30, 1997 give 
  effect to the recent purchases of Parkway for the periods stated. 
  The pro forma consolidated financial statements have been prepared 
  by management of Parkway based upon the historical financial 
  statements of Parkway and the adjustments and assumptions in the 
  accompanying notes to the pro forma consolidated financial 
  statements.
  
       The pro forma consolidated balance sheet sets forth the 
  effect of Parkway's purchases of Hightower Centre and Raytheon 
  Building as well as the placement of non-recourse mortgage debt on 
  BB&T, as if they had been consummated on September 30, 1997.
  
       The pro forma consolidated statements of income sets forth 
  the effects of Parkway's purchases of the following buildings as 
  if they had been consummated on January 1, 1996.  
  
  BUILDING                            DATE OF PURCHASE
  
  Raytheon Building                       11/17/97
  Hightower Centre                        10/01/97
  Morgan Keegan Tower                     09/30/97
  First Tennessee Plaza                   09/18/97
  Fairway Plaza                           08/12/97
  NationsBank Tower                       07/31/97
  Lakewood II                             07/10/97
  Sugar Grove                             05/01/97
  Vestavia Centre                         04/04/97
  Meridian                                03/31/97
  Charlotte Park Executive Center         03/18/97
  Courtyard at Arapaho                    03/06/97
  Ashford II                              01/28/97          
  Forum II & III                          01/07/97
  Tensor                                  10/31/96   
  BB&T Financial Center                   09/30/96
  Falls Pointe                            08/09/96 
  Roswell North                           08/09/96
  Cherokee                                07/09/96
  Courthouse                              07/09/96
  400 Northbelt                           04/15/96
  Woodbranch                              04/15/96
  One Park 10 Plaza                       03/07/96
  
  
  
  
                      PARKWAY PROPERTIES, INC.
  
       Pro Forma Consolidated Financial Statements (continued)
                            (Unaudited)
  
  
  
       In addition to the purchases listed above, the pro forma 
  consolidated statements of income set forth the effect of the May 
  31, 1996 sale of 157 mortgage loans, the placement of non-recourse
  mortgage debt on certain properties acquired during 1995 and 1996 
  or assumed in the purchases, the December 24, 1996 sale of the 
  Virginia Beach mortgage loan, the sale of 2,012,500 shares of 
  common stock on January 22, 1997 and the sale of 3,000,000 shares 
  of common stock on September 24, 1997 as if all the transactions 
  had occurred January 1, 1996.
  
       These pro forma consolidated financial statements may not be 
  indicative of the results that actually would have occurred if the 
  purchases, sales and/or financings had been in effect on the dates 
  indicated or which may be obtained in the future.  The pro forma 
  consolidated financial statements should be read in conjunction 
  with the consolidated financial statements and notes of Parkway 
  included in its annual report on Form 1O-KSB for the year ended 
  December 31, 1996.
  
  
  
  
                    	PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                      	PRO FORMA CONSOLIDATED BALANCE SHEET
                               	September 30, 1997
                                   (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments:
     Office buildings.............$310,130   $ 22,680(1-2)$332,810
     Land held for development....   1,721          -        1,721
     Accumulated depreciation..... (12,073)         -      (12,073)
                                  --------   --------     --------
                                 	 299,778     22,680      322,458
     Real estate held for sale:
       Land.......................   4,687          -        4,687
       Operating properties.......   1,497          -        1,497
       Other non-core 
       real estate assets.........      58          -           58
     Mortgage loans...............     307          -          307
     Real estate partnership......     322          -          322
                                  --------   --------     --------
                                   306,649     22,680      329,329
   Interest, rents receivable 
     and other assets.............   7,365          -        7,365
   Cash and cash equivalents......     486        278          764
                                  --------   --------     --------
                                  $314,500   $ 22,958     $337,458
                                  ========   ========     ========
  Liabilities
  Notes payable to banks..........$  8,200   $      -     $  8,200
  Mortgage notes payable
    without recourse..............  67,960     22,958(2,3)  90,918
  Accounts payable and other 
    liabilities...................  10,692          -       10,692
                                  --------   --------     --------
                                    86,852     22,958      109,810
                                  --------   --------     --------
  Stockholders' Equity
  Common stock, $.001 par value, 
    70,000,000 shares authorized, 
    9,307,988 shares issued in
    1997..........................       9          -            9
  Additional paid-in capital...... 199,018          -      199,018
  Retained earnings...............  28,621          -       28,621
                                  --------   --------     --------
                                   227,648          -      227,648
                                  --------   --------     --------
                                  $314,500   $ 22,958     $337,458
                                  ========   ========     ========
                       See accompanying notes
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 1996
                              (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(4) Pro Forma
                                ---------- -------------- ---------
                              (In thousands, except per share data)
  Revenues 
  Income from office properties...$18,840    $40,060(a)   $58,900
  Income from other real estate 
    properties....................  1,773          -        1,773
  Interest on mortgage loans......  1,740     (1,384)(d)      356
  Management company income.......    784          -          784
  Interest on investments.........    500          -          500
  Dividend income.................    118          -          118
  Deferred gains and other income.    324          -          324
  Gains on real estate held 
    for sale and mortgage loans...  9,909          -        9,909
  Gain on securities..............    549          -          549
                                  -------    -------      -------
                                   34,537     38,676       73,213
                                  -------    -------      -------
  Expenses
  Office properties                                  
    Operating expense.............  8,466     18,840 (a)   27,306
    Interest expense..............  3,526      3,900 (c)    7,426
    Depreciation and amortization.  2,444      5,400 (a)    7,844
    Minority interest.............    (28)         -          (28)
  Other real estate properties
    Operating expense.............  1,379          -        1,379
  Interest expense
    Notes payable to banks........    281          -          281
    Notes payable on wrap 
      mortgages...................    340       (340)(e)        -
  Management company expense......    673          -          673
  General and administrative......  2,982          -        2,982
                                  -------    -------      -------
                                   20,063     27,800       47,863 
                                  -------    -------      -------
  Income before income taxes...... 14,474     10,876       25,350
  Income tax expense..............    103          -          103
                                  -------    -------      -------
  Net income......................$14,371    $10,876      $25,247
                                  =======    =======      =======
  Net income per share............$  3.92                 $  2.91(5)
                                  =======                 =======
  Weighted average shares 
    outstanding...................  3,662                   8,674
                                  =======                 =======
  
                        See accompanying notes
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                               (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(4) Pro Forma
                                ---------- -------------- ---------
                               (In thousands, except per share data)
  Revenues 
  Income from office properties...$29,939    $16,541 (b)   $46,480
  Income from other real estate 
    properties....................    564          -           564
  Interest on mortgage loans......     47          -            47
  Management company income.......    398          -           398
  Interest on investments.........    363          -           363
  Dividend income.................    323          -           323
  Deferred gains and other income.    100          -           100
                                  -------    -------       -------
                                   31,734     16,541        48,275
                                  -------    -------       -------
  Expenses
  Office properties                                  
    Operating expense............. 12,678      7,614 (b)    20,292
    Interest expense:
      Contractual.................  3,856      1,600 (c)     5,456
      Amortization of loan cost...     68          -            68
    Depreciation and amortization.  3,795      2,231 (b)     6,026
    Minority interest.............     59          -            59 
  Other real estate properties
    Operating expense.............    361          -           361
  Interest expense on bank notes:
    Contractual...................    657          -           657
    Amortization of loan costs....    126          -           126
    Interest expense on wrap
      mortages....................      -          -             -
  Management company expense......    260          -           260
  General and administrative......  2,540          -         2,540
                                  -------    -------       -------
                                   24,400     11,445        35,845 
                                  -------    -------       -------
  Income before gains.............  7,334      5,096        12,430
                                  -------    -------       -------
  Gain on sales
  Gain on real estate held for 
    Sale and mortgage loans.......  1,091          -         1,091
                                  -------    -------       -------
  Net income......................$ 8,425    $ 5,096       $13,521
                                  =======    =======       =======
  Net income per share............$  1.36                  $  1.48
                                  =======                  =======
  Weighted average shares 
    outstanding...................  6,182                    9,116
                                  =======                  =======
                        See accompanying notes
  
                      PARKWAY PROPERTIES, INC.
       
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1. On October 1, 1997, the Company purchased Hightower Centre in 
  Atlanta, Georgia for $6,700,000 from an unrelated party.  
  Hightower Centre consists of two multi-story buildings 
  containing 78,199 rentable square feet with 332 parking 
  spaces.
  
  2. On November 12, 1997, the Company received funds totaling 
  $15,000,000 from the placement of non-recourse mortgage debt 
  on the BB&T office building in Winston-Salem, North Carolina. 
  The loan fully amortizes over a 15-year period at an interest 
  rate of 7.3%.
  
  3. On November 17, 1997, the Company purchased the Raytheon 
  Building in Houston, Texas for $15,980,000, which included 
  the assumption of an existing $7,958,000 first mortgage, 
  from an unrelated party.  Raytheon is an eight-story 
  building constructed in 1983 containing approximately 
  148,000 net rentable square feet with 736 parking spaces 
  with 494 spaces located within a six-story parking garage.
  
  4.	The pro forma adjustments to the Consolidated Statement of 
  Income for the year ended December 31, 1996 and nine months 
  ended September 30, 1997 set forth the effects of Parkway's 
  purchase of the following as if they had been consummated on 
  January 1, 1996.  
  
  BUILDING                            DATE OF PURCHASE
       
  Raytheon Building                       11/17/97
  Hightower Centre                        10/01/97
  Morgan Keegan Tower                     09/30/97
  First Tennessee Plaza                   09/18/97
  Fairway Plaza                           08/12/97
  NationsBank Tower                       07/31/97
  Lakewood II                             07/10/97
  Sugar Grove                             05/01/97
  Vestavia Centre                         04/04/97
  Meridian                                03/31/97
  Charlotte Park Executive Center         03/18/97
  Courtyard at Arapaho                    03/06/97
  Ashford II                              01/28/97
  Forum II & III                          01/07/97
  Tensor                                  10/31/96
  BB&T Financial Center                   09/30/96
  Falls Pointe                            08/09/96
  Roswell North                           08/09/96
  Cherokee                                07/09/96
  Courthouse                              07/09/96
  400 Northbelt                           04/15/96
  Woodbranch                              04/15/96
  One Park 10 Plaza                       03/07/96
  
  	In addition to the purchases listed above, the adjustments 
  on the pro forma consolidated statements of income set 
  forth the effect of the May 31, 1996 sale of 157 mortgage 
  loans, the December 24, 1996 sale of the Virginia Beach 
  mortgage loan and the placement of non-recourse mortgage 
  debt on certain properties acquired during 1995 and 1996 or 
  assumed in the purchases as if the transactions occurred 
  January 1, 1996. These pro forma adjustments are detailed 
  below by property for the year ended December 31, 1996 and 
  nine months ended September 30, 1997.
  
  	The effect on income and expenses from real estate 
  properties due to the above purchases are as follows:
  
  	(a)  For the year ended December 31, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate     Operating     Depreciation
                         Properties       Expense         Expense
                         -----------   -------------   ------------
  	One Park 10      $    299,000   $     160,000    $    25,000
     400 North Belt
     & Woodbranch      1,036,000         551,000         92,000
  	Cherokee &
  	  Courthouse
  	  Road Bldgs.         917,000         480,000        124,000
  	Falls Pointe &
  	  Roswell North     1,161,000         439,000        191,000
  	BB&T Financial
  	  Center            3,072,000       1,055,000        413,000
   Tensor                810,000         530,000         64,000
   Forum II & III      2,749,000       1,331,000        370,000
   Charlotte Park      2,616,000       1,180,000        333,000
   Ashford II            649,000         441,000         50,000
  	Courtyard at
  	  Arapaho           2,196,000         948,000        340,000
  	Meridian              843,000         503,000        236,000
   Vestavia              878,000         394,000        105,000
   Sugar Grove         1,082,000         643,000        174,000
  	Lakewood II         1,915,000         839,000        259,000
  	NationsBank Tower   4,094,000       1,782,000        464,000
  	Fairway Plaza       1,408,000         682,000        151,000
  	First Tennessee
  	  Plaza             5,958,000       3,083,000        675,000
  	Morgan Keegan
  	  Tower             4,633,000       2,093,000        823,000
  	Hightower Centre      981,000         430,000    		  151,000
   Raytheon Building   2,763,000       1,276,000        360,000
                     -----------     -----------     ----------
                     $40,060,000     $18,840,000     $5,400,000
  	                  ===========     ===========     ==========
  
  	Depreciation is provided by the straight-line method over the 
  estimated useful lives of the buildings (40 years).
  	 
  	(b)  For the nine months ended September 30, 1997:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
  	Charlotte Park    $   505,000    $   208,000    $    69,000
   Ashford II             54,000         37,000          4,000
  	Courtyard at
  	  Arapaho             366,000        164,000         58,000
  	Meridian              354,000        123,000         59,000
   Vestavia              240,000         91,000         26,000
   Sugar Grove           309,000        165,000         43,000
  	Lakewood II           977,000        447,000        129,000
  	NationsBank Tower   2,392,000      1,003,000        271,000
  	Fairway Plaza         859,000        379,000         94,000
  	First Tennessee
  	  Plaza             4,253,000      2,080,000        477,000
  	Morgan Keegan
  	  Tower             3,327,000      1,665,000        618,000
  	Hightower Centre      833,000        333,000        113,000
   Raytheon Building   2,072,000        919,000        270,000
                     -----------    -----------    -----------
  	                  $16,541,000    $ 7,614,000    $ 2,231,000
  	                  ===========    ===========    ===========
  
  	Depreciation is provided by the straight-line method over the 
  estimated useful lives of the buildings (40 years).
  
  (c) Pro forma interest expense on real estate owned reflects 
  the non-recourse debt placed on certain buildings 
  acquired during 1995 and 1996 and debt assumed upon 
  purchase at the actual amounts and rates by property as 
  if placed January 1, 1996 and is detailed below.
  
                                                 Nine
  	Property/Placement             Year Ended Months Ended
  	    Date/Rate          Debt     12/31/96    9/30/97
  	------------------ ----------- ---------- ------------
  	IBM Building
  	  2/96 7.78%       $ 4,800,000 $   41,000 $     -
  
  	Waterstone
  	  6/96 8.00%         5,620,000    185,000       -
  
   One Park 10
  	  7/96 8.35%         4,700,000    196,000       -
  
  	400 North Belt &
  	  Woodbranch
  	  7/96 8.25%        10,000,000    412,000       -
       
   Falls Pointe & 
     Roswell North
     12/96 8.375%       9,850,000    766,000       -
  
  	Lakewood II*
  	  7/97 8.08%         6,910,000    558,000     294,000
  
   BB&T
     11/97 7.3%        15,000,000  1,095,000     821,000
  
   Raytheon Building*
     11/97 8.125%       7,958,000    647,000     485,000
                                  ---------- -----------
                                  $3,900,000  $1,600,000
                                  ========== ===========
  
  	*Assumed in purchase.
  
  (d)	The January 1, 1996 pro forma effect of the sale of 157 
  mortgage loans on May 31, 1996 and the December 24, 1996 
  sale of the Virginia Beach mortgage loan is as follows:
  
                                        Year Ended
                                         12/31/96
                                       ------------
         	Interest Income:
          		Mortgage loans             $(1,384,000)
  
  
  
  
  
  (e) The pro forma effect of the sale of the Virginia Beach 
  mortgage loan on interest expense on notes payable on 
  wrap mortgages for the year ended December 31, 1996 is 
  a decrease of $340,000.
  
  5.   The pro forma earnings per share for the year ended December 
  31, 1996 and the nine months ended September 30, 1997 reflect 
  the sale of 2,012,500 shares of common stock under its 
  existing shelf registration on January 22, 1997 and the sale 
  of 3,000,000 shares of common stock on September 24, 1997.
  
  6.	No additional income tax expenses were provided because of 
  the Company's net operating loss carryover and status as a 
  REIT.
  
  7.	All per share information for the year ended December 31, 
  1996 has been restated to reflect a 3 for 2 common stock 
  split effected as a dividend of one share for every two 
  shares outstanding on April 30, 1996 as well as the June 14, 
  1996 private placement of 1,140,000 shares as if both 
  transactions had occurred January 1, 1996.
  
  
  
  
                              FORM 8-K
  
                       PARKWAY PROPERTIES, INC.
  
  
                             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:  December 2, 1997             PARKWAY PROPERTIES, INC.
  	
                                      BY:	/s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer, 
                                           Treasurer and Secretary	
  		
  
   
  
  
                     PURCHASE AND SALE AGREEMENT
  
                               between
  
                     RAYVEST LIMITED PARTNERSHIP
  	
                                 and
  
                       PARKWAY PROPERTIES, L.P.
  
  
                         SEPTEMBER 17, 1997
  
  
                     PURCHASE AND SALE AGREEMENT
  
  
  This Purchase and Sale Agreement ("Agreement") is made and 
  entered into on or as of the Effective Date (as defined in 
  Section 13.20), by and between RayVest Limited Partnership, a 
  Texas limited partnership ("Seller") and Parkway Properties, 
  L.P., a Delaware limited partnership ("Purchaser").
  
  WHEREAS, Seller is the owner of a parcel of land located at 
  1250 West Sam Houston Parkway South, Houston, Harris County, 
  Texas, as more specifically described on Exhibit 1.2(a) attached 
  hereto (the "Land"); and 
  
  WHEREAS, there are certain real property improvements in, 
  on or under the Land consisting principally, but not 
  exclusively, of an office building known as "The Raytheon 
  Building" (collectively, the "Improvements"); and
  
  WHEREAS, Seller desires to sell, transfer, assign and 
  convey to Purchaser, and Purchaser desires to purchase and 
  acquire from Seller all of Seller's right, title and interest in 
  and to the Land, Improvements, and the Personal Property (as 
  defined below) pursuant to the terms and conditions set forth 
  herein.
  
  NOW, THEREFORE, in consideration of the premises, and the 
  mutual covenants, agreements, representations and warranties 
  contained in this Agreement, and intending to be legally 
  obligated, Purchaser and Seller agree as follows:
  
                             ARTICLE 1
  
                         PURCHASE AND SALE
  
  1.1  Purchase and Sale.  Subject to the provisions of, and 
  on the basis of the covenants, agreements, representations and 
  warranties contained in this Agreement, Seller agrees to sell, 
  transfer, assign and convey all of its right, title and interest 
  in and to the Real Property and the Personal Property, as each 
  are defined below (collectively referred to as the "Project") to 
  Purchaser, and Purchaser agrees to purchase and acquire the 
  Project from Seller (this "Transaction").
  
   	1.2  Real Property Identified.  As used herein, the "Real 
  Property" shall mean:
  
  (a)  Description of Land.  The real estate described 
  in Exhibit 1.2(a) attached hereto (the "Land").
  
  (b)  Description of Improvements.  The Improvements, 
  including The Raytheon Building, Houston, Harris County, 
  Texas containing approximately 147,000 rentable square 
  feet, together with all building materials, fixtures, 
  heating, ventilation and air conditioning systems, 
  canopies, sidewalks, walkways, planters and landscape 
  materials, and all other real property improvements owned 
  by Seller and located in, on or under the Land or related 
  to, used or available for use in the ownership, conduct, 
  operation or maintenance of the Real Property.  
  
  (c)  Rights and Appurtenances.  All and singular, the 
  rights and appurtenances pertaining to the Real Property, 
  including, but not limited to, any right, title and 
  interest of Seller in and to adjacent streets, roads, 
  alleys, easements and rights-of-way.  
  
  1.3  Personal Property Identified.  As used herein, the 
  "Personal Property" shall mean:
  
  (a)  Description of Tangible Personal Property.  The 
  tangible Personal Property consists of all  tangible 
  personal property located on or attached to the Real 
  Property and owned by Seller and used or available for use 
  by Seller in the ownership, operation and/or management of 
  the Real Property and in the repair, operation and 
  maintenance of the Project, including, without limitation, 
  all of Seller's right, title and interest in all equipment, 
  tools, machinery, furniture, furnishings, office and other 
  supplies, inventories, spare parts and other tangible 
  personal property located on or attached to the Real 
  Property.  The tangible Personal Property specifically 
  excludes all tangible personal property located in any 
  management office at the Real Property which is owned by a 
  third party.  The tangible Personal Property is generally 
  described on Exhibit 1.3 attached hereto.
  
  (b)  Description of Intangible Personal Property.  The 
  intangible Personal Property consists of all intangible 
  personal property owned by Seller and used by Seller in 
  connection with the operation and/or management of the Real 
  Property and in the repair, operation and maintenance of 
  the Project and includes, without limitation, (i) all 
  assignable guarantees and warranties (including those 
  pertaining to construction of the Project, if any); (ii) 
  all assignable licenses and other permits relating to the 
  Project or the operation thereof; (iii) all assignable 
  contracts, agreements and contract rights; (iv) rights, if 
  any, to use the name "The Raytheon Building" on a non-
  exclusive basis with respect to the Project only; and (v) 
  all leases, tenancies and rental agreements or arrangements 
  with tenants (collectively "Leases" or any one individually 
  "Lease") and security, damage and other deposits and 
  payments which have been collected by Seller with respect 
  to the Leases and not retained by Seller in accordance with 
  the terms of the Leases (collectively "Deposits").  
  
                             ARTICLE 2
  
                          PURCHASE PRICE
  
  2.1  Escrow Deposit.  (a) Purchaser shall within two (2) 
  business days following the Effective Date deliver to Texas 
  State Title Company, attention:  R. G. Cochran ("Title Company") 
  the sum of  ONE HUNDRED THOUSAND AND NO/100 DOLLARS 
  ($100,000.00) ("Escrow Deposit") in lawful funds of the United 
  States of America.  If Purchaser elects in writing not to 
  proceed with this transaction prior to the conclusion of the 
  Inspection Period or elects to terminate this Agreement pursuant 
  to the express provisions hereof, then Title Company shall 
  refund to Purchaser the Escrow Deposit and all interest accrued 
  thereon.  If Purchaser shall fail to terminate this transaction 
  prior to the conclusion of the Inspection Period, the Escrow 
  Deposit and all interest thereon, shall become non-refundable to 
  Purchaser except in the case:  (i)  Seller's default; (ii) the 
  non-satisfaction of the conditions set forth in Section 10.1; or 
  (iii)  except as otherwise set forth herein, but shall be 
  credited toward the Purchase Price upon Closing.  Title Company 
  is hereby instructed to invest the Escrow Deposit in an FDIC 
  insured interest bearing account in the name of Purchaser.  
  Purchaser's taxpayer identification number is 72-1344324.  
  Purchaser and Seller hereby acknowledge and agree that all 
  accrued interest on the deposit shall be credited to Purchaser, 
  provided, however, in the event that this transaction does not 
  Close due to an event of default by Purchaser and through no 
  event of default of Seller unless Seller's performance is 
  excused due to a prior default of Purchaser, the Escrow Deposit 
  and all accrued interest thereon shall be delivered to Seller as 
  herein set forth.
  
  (b)  The sole responsibility of Title Company shall be to 
  hold and disburse the Escrow Deposit in accordance with the 
  terms of this Agreement and, if a dispute shall arise with 
  respect to the disposition of the Escrow Deposit, the Title 
  Company may continue to hold such funds until receipt of written 
  instructions acknowledged and agreed to by Purchaser and Seller 
  or may deposit such funds with a court of competent jurisdiction 
  of Harris County, Texas and interplead the Purchaser and Seller 
  in connection therewith.
  
  2.2  Purchase Price.  Seller agrees to sell, and Purchaser 
  agrees to purchase, the Project for a total purchase price equal 
  to FIFTEEN MILLION FIVE HUNDRED THOUSAND AND  NO/100 DOLLARS 
  ($15,500,000.00) ("Purchase Price"), plus or minus prorations 
  and other adjustments provided by this Agreement, upon and in 
  accordance with the terms and conditions of this Agreement.  
  Subject to the provisions hereof and at Purchaser's sole option, 
  payment of a portion of the Purchase Price may be evidenced by 
  assumption of the "Existing Indebtedness" (as defined below), 
  such payment shall equal the amount of the outstanding principal 
  balance of the existing note. The balance of the Purchase Price, 
  plus or minus prorations, shall be paid in immediately available 
  funds at Closing.
  
  Subject to Purchaser's review of all loan documents 
  relating to the Existing Indebtedness and of any required 
  assumption documents, Purchaser may at its election assume 
  Seller's obligations under the Loan Documents (as defined below) 
  at Closing.  Purchaser agrees to use reasonable efforts to 
  cooperate with Lender in the assumption of the Existing 
  Indebtedness and to secure the release of Seller of its 
  liability under the Loan Documents.  Seller acknowledges that 
  Purchaser retains the right to request certain modifications 
  and/or alterations to the Loan Documents (and to any assumption 
  documents required by Lender) prior to its assumption thereof.  
  In the event Lender is unwilling to allow Purchaser to assume 
  the Existing Indebtedness on terms acceptable to Purchaser, then 
  Purchaser may, in its sole and absolute discretion, terminate 
  this Agreement, and receive a return of the Escrow Deposit 
  together with all interest accrued thereon.  In the event Lender 
  is unwilling to release Seller from the Existing Indebtedness 
  and all other liability under the Loan Documents, then Seller 
  may, in its sole and absolute discretion, terminate this 
  Agreement, in which case, the Escrow Deposit together with all 
  interest thereon will be refunded to Purchaser and Seller shall 
  reimburse Purchaser for its reasonable out-of-pocket expenses 
  incurred in investigation of the Project in an amount not to 
  exceed Thirty Thousand Dollars ($30,000.00) and, thereafter, 
  neither Seller nor Purchaser will have any further obligations 
  hereunder.
  
  2.3  Independent Consideration.  Seller and Purchaser 
  acknowledge and agree that One Hundred and No/100 Dollars 
  ($100.00) of the Escrow Deposit shall be paid to Seller if this 
  Agreement is terminated for any reason (the "Independent 
  Contract Consideration").  Moreover,  Seller and Purchaser 
  acknowledge and agree that the Independent Contract 
  Consideration has been bargained for and agreed to as additional 
  consideration for Seller's execution and delivery of this 
  Agreement.  At Closing (defined below) the Independent Contract 
  Consideration shall be applied to the Purchase Price.  In the 
  event this Agreement is terminated for any reason, Seller shall 
  be entitled to the Independent Contract Consideration.
  
                              ARTICLE 3
  
                           ESCROW; CLOSING
  
  3.1  Escrow Agent.  Title Company is authorized and 
  instructed to act as escrow agent pursuant to the terms of this 
  Agreement.  By execution of the acknowledgment attached hereto, 
  Title Company acknowledges receipt of the Escrow Deposit.  
  Purchaser and Seller shall execute any additional escrow 
  instructions reasonably required by Title Company to complete 
  the transactions provided for herein provided that such 
  instructions are not inconsistent with the terms of this 
  Agreement.
  
  3.2  Closing.  Closing shall be on such date and location 
  as mutually agreed to by Purchaser and Seller (hereafter 
  referred to as "Closing Date" or "Closing") provided, however, 
  in no event shall the Closing Date be more than fifteen (15) 
  calendar days after the end of the Inspection Period.  
  
  3.3  Closing Costs.  
  
  (a)  Seller's Payments.  Seller shall pay the cost and 
  expenses, if any, of (i) the title search and title 
  insurance commitment for the owner's title insurance 
  policy; (ii) the premium for the owner's extended coverage 
  title policy and the cost of applicable endorsements 
  waiving the survey and mechanics'/materialmen's lien 
  exceptions; (iii) the fees for recording the deed conveying 
  the Real Property; (iv) the survey, (v) any transfer tax, 
  documentary stamp tax or similar tax which becomes payable 
  by reason of the transfer of the Project; and (vi) one-half 
  of any escrow fees charged by Title Company, if any.
  
  (b)  Purchaser's Payments.  Purchaser shall pay the 
  cost and expenses, if any, of  (i) the cost of any 
  endorsements as Purchaser may obtain to the title insurance 
  policy (other than deletion of the survey or 
  mechanics'/materialmen's lien exception); and (ii) one-half 
  of any escrow fees charged by Title Company, if any.
  
  (c)  Other Costs.  Each party will pay all its own 
  expenses incurred in connection with this Agreement and the 
  transactions contemplated hereby, including, without 
  limitation (i) all costs and expenses stated herein to be 
  borne by a party, and (ii) all of their respective 
  consulting, accounting, investigation, legal and appraisal 
  fees.
  
  3.4  Prorations.  The following prorations shall be made 
  effective as of the Closing Date and, to the extent possible, 
  shall be made tentatively at Closing:
  
  (a)  Proration Date.  All prorations shall be made as 
  of 12:01 a.m., according to the time zone in which the 
  Project is located, on the Closing Date, as if Purchaser 
  were vested with title to the Project during the entire 
  Closing Date.
  
  (b)  Rents.  All rents under the Leases for the month 
  in which Closing occurs which are actually received by 
  Seller shall be prorated as of the Closing Date.  All 
  advance payments of rents, other than for the month in 
  which Closing occurs, and all Deposits shall be paid by 
  Seller to Purchaser at Closing.  Delinquent rents and 
  additional rents owed for the month during which Closing 
  occurs (for the pro rata period of Seller's ownership of 
  such Project) or prior to the month during which the 
  Closing takes place shall remain the property of Seller, 
  and Purchaser shall use reasonable efforts (not to include 
  commencing any eviction action or other litigation to 
  collect such delinquency) to collect such delinquent rents 
  and additional rents for the benefit of Seller and shall 
  cooperate with Seller in the collection of any such 
  delinquent rents and additional rents.  Seller shall retain 
  the right to pursue all remedies (excluding eviction of 
  tenants) against tenants from whom Purchaser is unable to 
  collect such delinquent rents and additional rents despite 
  reasonable efforts.  All rent received by Purchaser after 
  the Closing Date shall be applied first to current rentals 
  and then to delinquent rentals, if any, in the inverse 
  order of maturity.
  
  (c)  Additional Rents.  Seller and Purchaser 
  acknowledge and agree that certain additional rents are 
  collected on an estimated basis and are attributable to 
  percentage rents, expense escalation reimbursements, 
  operating expense pass throughs and/or common area 
  maintenance reimbursements.  The parties further agree to 
  credit any difference in the amounts collected as compared 
  to the actual expenses associated therewith to the 
  applicable party effective as of the Closing Date.
  
  (d)  Taxes.  Ad valorem and personal property taxes 
  and assessments against the Project for the year of Closing 
  shall be prorated between Seller and Purchaser as of the 
  Closing Date.  If actual taxes are unknown, they shall be 
  prorated based upon the best available information from the 
  local taxing authority.  To the extent that the actual 
  taxes for the current year differ from the amounts so 
  apportioned at Closing, Seller and Purchaser shall make all 
  necessary adjustments by appropriate payments between 
  themselves following Closing.
  
  (e)  Utilities.  Charges for utilities serving the 
  Project shall be determined as of the day preceding the 
  Closing Date, and Seller shall pay the amount of the 
  utility charges to such date to the utility companies 
  involved or to Purchaser in the event Purchaser is 
  responsible for the payment of such utility charges.  All 
  utility deposits of Seller shall belong to Seller.
  
  (f)  Contract Charges.  Charges with respect to 
  Contracts (as defined below) transferred and assigned to 
  Purchaser shall be prorated as of the Closing Date.  
  Payments for obligations under leases of tangible Personal 
  Property transferred and assigned to Purchaser will be 
  prorated as of the Closing Date.  To the extent not 
  reflected in the closing statements evidencing the 
  Transaction contemplated by this Agreement, Purchaser and 
  Seller agree to adjust between themselves outside of 
  Closing any amounts which are the responsibility of the 
  other party pursuant to this subsection.
  
  (g)  Operating Expenses.  Except as otherwise provided 
  herein, any and all expenses and payables relating to the 
  operation, management or ownership of the Project arising 
  or accruing prior to the Closing Date in the ordinary 
  course of business are the responsibility of the Seller and 
  will be paid by Seller promptly upon receipt of billing 
  therefor.
  
  (h)  Leasing Costs.  Seller shall be responsible for 
  paying all costs, including, without limitation, tenant 
  improvements and leasing commissions, associated with any 
  new lease or any lease renewal, expansion or other 
  modification executed by Seller prior to the expiration of 
  the Inspection Period.  If Purchaser acquires the Project, 
  Purchaser shall be responsible for paying the costs 
  associated with all leases or any lease renewal, expansion 
  or other modification executed after the end of the 
  Inspection Period which have been approved by Purchaser and 
  Seller shall receive a credit at Closing for any such costs 
  previously paid by Seller.  If, for any reason, Purchaser 
  does not purchase the Project, Purchaser shall not be 
  responsible or liable to any entity with respect to any 
  such costs or leasing commissions.
  
  (i)  Escrow Accounts.  Any escrow accounts required to 
  be maintained by Seller pursuant to the Loan Documents 
  shall be prorated as of the Closing Date.
  
  (j)  Lease Reimbursements.  Notwithstanding the 
  provisions of this Section 3.4 and Section 9.3, the tenants 
  of the Project are obligated for certain base rental 
  adjustments based on the operating expenses of the Project. 
  Seller and Purchaser acknowledge and agree that certain 
  base rental adjustments may be collected on an estimated 
  basis.  The parties further agree to credit any difference 
  in the amounts collected as compared to the actual lease 
  reimbursements associated therewith to the applicable party 
  effective as of the Closing Date.  
  
  The agreements with respect to prorations in this Section 
  3.4 shall survive Closing.  Final settlement of all prorated 
  items shall occur on or before 90 days after the Closing Date, 
  or on the next business day if the 90th day is a Saturday, 
  Sunday or legal holiday, except property taxes and delinquent 
  and pass through rentals which shall be determined upon 
  collection or the date upon which any such amounts shall become 
  ascertainable.  Contractual and tort liabilities accruing, or 
  relating to events that occurred, prior to the Closing Date 
  shall remain the responsibility of Seller.  
  
  
                              ARTICLE 4
  
                            TITLE MATTERS
  
  4.1  Title Report/Commitment for Title Insurance.  Seller 
  hereby instructs Title Company to prepare and deliver to 
  Purchaser, Seller and the surveyor described below, at Seller's 
  expense, within five business (5) days after the Effective Date 
  a commitment to issue an owner's policy of title insurance to be 
  issued by a title company reasonably acceptable to Purchaser 
  (the "Title Commitment") covering the Real Property, showing all 
  matters affecting title to the Real Property and binding Title 
  Company to issue to Purchaser at Closing an owner's policy of 
  title insurance on an ALTA (1970 form) Extended Form of policy 
  in the full amount of the Purchase Price pursuant to Section 4.4 
  hereof.  Seller and Purchaser further instruct Title Company to 
  deliver to such parties copies of all instruments referenced in 
  Schedule B, Section II of the Title Commitment.
  
  4.2  Survey.  Within five (5) days after the Effective 
  Date, Seller shall, at its expense, order a survey or an update 
  to a survey and shall use reasonable efforts to cause such 
  survey to be delivered to Purchaser and Title Company within ten 
  (10) business days after the Effective Date.  Such survey shall 
  be a currently dated ALTA/ASCM land title survey of the Land and 
  of the Improvements situated thereon (the "Survey"), prepared by 
  a surveyor licensed by the State of Texas and certified to 
  Purchaser and Title Company by such surveyors in conformity to 
  the Certificate attached hereto as Exhibit 4.2(a).  In addition 
  to the requirements set forth in attached Exhibit 4.2(a), the 
  Survey shall reflect the total area of the Real Property, the 
  location of all improvements, recorded easements and 
  encroachments, if any, located thereon and all building and set 
  back lines and other matters of record with respect thereto.  
  Said Survey shall also certify that the Land is not in an area 
  identified by FEMA as having special flood or mudslide hazards 
  which require flood insurance under the Flood Insurance Act of 
  1968.  Seller shall provide at Closing a certificate to 
  Purchaser and Title Company if requested, that there have been 
  no improvements made to the Real Property since the date of the 
  Survey which would materially alter the depictions on the 
  Survey.
  
  4.3  Title Defects.  Within seven (7) days after receipt of 
  the later of the Title Commitment and the Survey, Purchaser 
  shall notify Seller of any title matters to which Purchaser 
  objects (the "Title Defects") ("Purchaser's Notice").  Any 
  matter disclosed in a Title Commitment or Survey and not 
  objected to by Purchaser or subsequently waived by Purchaser 
  shall be deemed a permitted exception ("Permitted Exception").  
  Seller shall notify Purchaser of Seller's decision not to cure 
  any Title Defect within three (3) days after receipt of 
  Purchaser's Notice; provided, however, Seller shall remove 
  monetary liens relating to borrowed funds or other liens 
  securing indebtedness of an ascertainable amount and mechanic or 
  materialmen's liens, if any, except for the Existing 
  Indebtedness if assumed by Purchaser.  Seller's failure to 
  respond shall be deemed a decision by Seller not to cure any 
  Title Defect except for the Existing Indebtedness if assumed by 
  Purchaser.   Within three (3) days of Seller's election not to 
  cure certain Title Defects, Purchaser may elect to waive such 
  Title Defects or terminate this Agreement in which event 
  Purchaser shall receive a return of the Escrow Deposit and all 
  interest accrued thereon.  Purchaser's failure to respond shall 
  be deemed a decision by Purchaser to waive the Title Defects to 
  which Seller decides not to cure.  If the Title Defects that 
  Seller elected to cure are not cured by Seller or waived by 
  Purchaser on or before the Closing Date then Purchaser may (i) 
  elect to waive the uncured Title Defects, or (ii) terminate this 
  Agreement in which event Purchaser shall receive a return of the 
  Escrow Deposit and all interest accrued thereon.
  
  4.4  Title Insurance.  At Closing, Seller and Purchaser 
  shall instruct Title Company to issue a final update to the 
  Title Commitment in which the "GAP" exception has been deleted, 
  binding Title Company to issue to Purchaser an owner policy of 
  title insurance (the "Title Policy") covering the Real Property 
  in the full amount of the Purchase Price.  The Title Policy 
  shall be an ALTA Form 1970-B owner's policy of extended coverage 
  title insurance containing such endorsements as may be 
  reasonably requested by Purchaser and agreed to by Title Company 
  subject only to: (a) current non-delinquent real estate taxes 
  and assessments; (b) matters set forth in the Title Commitment 
  and approved or waived by Purchaser; (c) any other matters 
  approved in writing by Purchaser; (d) title exceptions caused by 
  acts or omissions of Purchaser; and (e) matters excepted or 
  excluded from coverage by the printed terms of the title 
  insurance policy standard form (except for survey (if requested 
  by Purchaser) and mechanics and materialmen's lien exceptions 
  which shall be deleted).  Purchaser shall use reasonable efforts 
  to reach agreement with Title Company regarding any applicable 
  endorsements during the Inspection Period.
  
  
                             ARTICLE 5
  
                        INFORMATION SCHEDULES
  
  5.1  Information Schedules.  Seller will deliver or cause 
  to be delivered to Purchaser within ten (10) days after the 
  Effective Date, copies of all schedules and documents referred 
  to in this Agreement ("Information Schedules"), including the 
  following schedules and other information described below:
  
  (a)  Rent Roll.  A complete list and description, 
  including all Deposits ("Rent Roll"), and true and complete 
  copies, of all Leases.
  
  (b)  Delinquency Report.  A complete list and 
  description of any and all delinquencies or defaults under 
  any of the Leases ("Delinquency Report").
  
  (c)  Contracts.  An itemized schedule ("Contracts 
  Schedule") of all written and oral service, maintenance, 
  management, leasing, brokerage, and other agreements, 
  equipment or appliance leases, non-governmental franchises, 
  contracts and arrangements relating or pertaining to the 
  Project (collectively "Contracts").  Unless Purchaser makes 
  written request to cancel any Contract contained in the 
  Contracts Schedule prior to the end of the Inspection 
  Period, the Contracts contained in the Contracts Schedule 
  shall be transferred and assigned by Seller to Purchaser at 
  Closing, to the extent assignable.  The Contracts Schedule 
  shall note any Contracts which are not assignable or 
  cancelable at Closing.
  
  (d)  Personal Property.  A true and complete schedule 
  and description ("Personal Property Schedule") of all 
  material tangible Personal Property.
  
  (e)  Permits.  A list ("Permits Schedule") of all 
  current franchises, business or other licenses, bonds, 
  permits, certificates of occupancy, authorizations and 
  other evidences of consent, approval, authorization or 
  permission relating to or affecting the Project 
  (collectively "Permits") of or from any person, including 
  any governmental authority, held by Seller including any 
  pending applications, but only to the extent that Purchaser 
  may obtain or derive a benefit from such Permits after 
  Closing.  In lieu of providing a detailed Permits Schedule, 
  Seller may provide to Purchaser copies of all Permits in 
  its possession or control.
  
  (f)  Property Taxes.  Copies of the two most recent 
  tax statements with respect to the Project, including, 
  without limitation, real and personal property taxes and 
  any special assessments.
  
  (g)  Warranties.  A list and description ("Warranty 
  Schedule") of all material third party bonds, warranties 
  and guaranties, including any warranties relating to 
  equipment, structures, roof, landscaping, parking lot or 
  parking lot surfaces, if any, which are in effect with 
  respect to or which benefit any portion of the Project.  
  
  (h)  Repair History.  A true and complete list of all 
  major (i.e., costing more than $5,000) repairs of a capital 
  nature which Seller has undertaken with respect to the  
  Project during its ownership thereof.
  
  (i)  Operating Statements.  Materially true and 
  complete copies of all operating statements for the Project 
  for the period September 1996 through the month ending 
  August 31, 1997.
  
  (j)  Prior Studies.  True and complete copies of any 
  prior third party studies and reports, in the possession of 
  Seller or Seller's agents, affiliates or management 
  companies relating in any manner to the environmental, 
  structural, mechanical, or engineering status of any 
  portion of the Project.
  
  (k)  Plans.  Copies of all construction plans, 
  diagrams and schematics of the Real Property and 
  Improvements in Seller's possession or control made 
  available to Purchaser at the Project.
  
                              ARTICLE 6
  
                             INSPECTION
  
  6.1  Inspection Period.  During the period beginning upon 
  the Effective Date and ending at 5:00 p.m., local time, on the 
  thirtieth (30th) day after the Effective Date (such period of 
  time hereinafter referred to as the "Inspection Period"), 
  Purchaser and/or its attorneys, consultants or employees 
  ("Authorized Representatives") shall have the right to: (i) make 
  a physical inspection of the Project subject to the rights of 
  tenants, (ii) examine the financial and operating books and 
  records relating to the Project maintained by or for the benefit 
  of Seller, (iii) interview tenants of the Project, and (iv) 
  conduct such non-destructive physical engineering, feasibility 
  and other studies and tests on or of the Project as Purchaser 
  considers to be appropriate.  Purchaser and/or Purchaser's 
  Authorized Representatives may also copy any documents referred 
  to or described in the Information Schedules but not required to 
  be provided to Purchaser as part of any such schedule.  
  Notwithstanding the foregoing, Purchaser shall not be permitted 
  to interfere unreasonably with Seller's operations at the 
  Project or interfere with any tenant's operations at the 
  Project, and the scheduling of any inspections, interviews, 
  and/or testing shall take into account the timing and 
  availability of access to tenant's premises, subject to and in 
  accordance with tenants' rights under the Leases or as tenants 
  may otherwise agree.  Purchaser shall at all times conduct such 
  due diligence in  compliance with applicable laws and the terms 
  of any leases of the Project, and in a manner so as to not cause 
  undue damage, loss, cost or expense to Seller, the Project or 
  the tenants of the Project, and Purchaser shall promptly restore 
  the Project to its condition immediately preceding such 
  inspections and examinations and shall keep the Project free and 
  clear of any mechanic's liens or materialmen's liens in 
  connection with such inspections and investigations.  Seller 
  shall have the right, at its option, to cause a representative 
  of Seller to be present at all such inspections, reviews and 
  examinations.  Purchaser shall keep all information or data 
  received or discovered in connection with such due diligence 
  strictly confidential.  Purchaser shall indemnify, protect, 
  defend and hold Seller harmless from and against any obligation, 
  liability, claim (including any claim for damage to property or 
  injury to or death of any persons), lien or encumbrance, loss, 
  damage, cost or expense, including attorney's fees 
  (collectively, the "Loss"), in any way caused by the inspections 
  or examinations of the Project by Purchaser or its agents or 
  contractors.  The foregoing indemnification shall survive the 
  Closing or the termination of this Agreement for any reason.
  
  6.2  Right of Termination.  Notwithstanding anything in 
  this Agreement to the contrary, Purchaser shall have the right, 
  for any reason in Purchaser's sole and absolute discretion, to 
  terminate this Agreement by written notice to Seller on or 
  before the expiration of the Inspection Period and Title Company 
  shall immediately refund to Purchaser the Escrow Deposit and any 
  interest thereon.  In the event the transaction does not close 
  for any reason other than a default by Seller, Purchaser shall 
  deliver to Seller all materials, studies or documents received 
  from third parties or Seller relating to the Project.
  
                              ARTICLE 7
  
              REPRESENTATIONS AND WARRANTIES OF PURCHASER
  
  Purchaser's Representations and Warranties.  Purchaser 
  makes the following representations and warranties, as of the 
  date of execution of this Agreement, which shall survive Closing 
  and conveyance of the Project to Purchaser:
  
  7.1	Authority.  Purchaser is a limited partnership, duly 
  formed,  existing and in good standing under the laws of the 
  State of Delaware; 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 the sole general partner of 
  Purchaser and are authorized to do so.
  
  7.2	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 Project, including, without limitation, land use, zoning and 
  other governmental restrictions.
  
  7.3	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.
  
  7.4	"AS IS, WHERE IS".  PURCHASER HEREBY EXPRESSLY 
  ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL INSPECT 
  AND EXAMINE THE PROJECT TO THE EXTENT DEEMED NECESSARY BY 
  PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE 
  OF THE PROJECT.  PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE 
  PURCHASER OF REAL ESTATE AND OFFICE PROPERTIES AND THAT, EXCEPT 
  AS SET FORTH IN ARTICLE 8, IT IS RELYING SOLELY ON ITS OWN 
  EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS, AND THAT 
  PURCHASER HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS AND 
  INVESTIGATIONS OF THE PROJECT, INCLUDING, BUT NOT LIMITED TO, 
  THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF.  PURCHASER 
  FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE 
  PROJECT ON AN "AS IS, WHERE IS" BASIS WITHOUT REPRESENTATIONS OR 
  WARRANTIES OTHER THAN THOSE SET FORTH HEREIN AND IN THE 
  DOCUMENTS OF TRANSFER RELATING TO THIS TRANSACTION.
  
      Initialed by:
  
      ________________			            	________________
      Seller					        	            Purchaser
  
                             ARTICLE 8
  
              REPRESENTATIONS AND WARRANTIES OF SELLER
  
  Seller's Representations and Warranties.  Seller makes the 
  following representations and warranties as of the date of 
  execution of this Agreement, which shall survive conveyance of 
  the Project to Purchaser:
  
  8.1	Authority.  Seller is a limited partnership, duly 
  formed, organized, existing and in good standing under the laws 
  of the State of Texas.  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 officers or partners of Seller and are 
  authorized to do so.
  
  8.2	Indefeasible Title.  At the Effective Date and as of 
  Closing, Seller will own the Personal Property free and clear of 
  all liens, claims, encumbrances, and rights of others, except 
  the leased or financed equipment disclosed pursuant to Exhibit 
  1.3, and will convey same to Purchaser.  Seller is not a party 
  to any contract agreement, or commitment to sell, convey, 
  assign, transfer or otherwise dispose of any portion or portions 
  of the Project.
  
  8.3	Liabilities.  Except as created by this Agreement or 
  disclosed in the Information Schedules or the documents 
  referenced therein, there are no contractual obligations or to 
  Seller's knowledge, any other liabilities of any type which 
  might, with notice, passage of time or both, have a material 
  adverse effect on the Project.
  
  8.4	Contracts.  Except as disclosed in the Information 
  Schedules, there are no other management, leasing, brokerage, 
  maintenance, service or other contracts relating to the Project. 
  If Purchaser requests during the Inspection Period, any such 
  existing contracts will be terminated at Closing.
  
  8.5	No Undisclosed Matters.  To Seller's knowledge, there 
  are no unsatisfied written requests for material repairs, 
  restorations or improvements from any insurance carrier or 
  governmental authority.  Seller has not received any written 
  notice from any insurer of any defects or inadequacies in any 
  part of the Project which would adversely affect its 
  insurability, or written notice of any claims of any 
  governmental agency to the effect that the construction, 
  operation or use of any of the Project is in violation of any 
  applicable law, ordinance, rule, regulation or order.  
  
  8.6	No Defaults.  Seller is not in default in respect of 
  any of its material obligations or liabilities pertaining to the 
  Project (including, but not limited to, such obligations and 
  liabilities under the Contracts or Leases).  To Seller's 
  knowledge, no present dispute or fact exists which might with 
  notice, passage of time or both, give rise to a dispute under 
  any Contracts or Leases.
  
  8.7	Litigation.  There is no litigation pending or to 
  Seller's knowledge, threatened against Seller or the Project 
  which relates to, or if decided adversely, could have a material 
  adverse effect upon, the Project (including condemnation or 
  similar proceeding).
  
  8.8	Environmental Matters.  For the purpose of this 
  Agreement, the term "Hazardous Materials" shall mean (i) each 
  and every substance included within the term "hazardous 
  substance" or "hazardous waste" as defined in any one or more of 
  the Comprehensive Environmental Response, Compensation, and 
  Liability Act of 1980, 42 U.S.C.A. Section 9601 et seq. (as 
  heretofore amended), the Hazardous Materials Transportation Act 
  of 1975, 49 U.S.C.A. Section 1801 et seq. (as heretofore 
  amended), the Resource Conservation and Recovery Act of 1976, 42 
  U.S.C.A. Section 6901 et seq. (as heretofore amended) and any 
  other federal, state or local environmental laws or regulations 
  now or hereafter enacted; (ii) all substances to which the rules 
  and regulations promulgated by any Federal or state agency 
  pursuant to any one or more of said statutes applies; and (iii) 
  any and all petroleum products and petroleum derivatives.  
  Seller represents unto Purchaser that the following  matters are 
  true as of the date of execution of this Agreement by Seller, 
  and shall survive Closing and not merge into any documents 
  delivered at Closing:
  
  (i)  Seller has no notice or knowledge of any (i) 
  currently existing violations of federal, state, 
  county or municipal environmental laws in respect to 
  the Project, or (ii) past, pending or threatened 
  administrative or judicial litigation or other legal 
  proceedings including, without limitation, any 
  enforcement proceeding under any federal, state, 
  county or municipal statute, ordinance, rule or 
  regulation concerning Hazardous Materials, relating to 
  the Project, or of any settlement thereof; and  
  
  (ii)  to Seller's knowledge, there are no 
  underground storage tanks ("USTs") located on or below 
  the Land
  
  8.9	Certification of Rent Roll.  No person has any title, 
  interest or right to possession of any portion of the Project as 
  a lessee, tenant or concessionaire of Seller except as shown on 
  the Rent Roll.  Except as disclosed in writing to Purchaser, the 
  Rent Roll lists all Leases, amendments and modifications 
  thereof. Seller is not, and to Seller's knowledge no tenant is, 
  in default in the performance of or under any such Lease in any 
  material respect except as disclosed in the Delinquency Report. 
  The Rent Roll states all Deposits, prepaid rents and other 
  deposits or prepayments for each Lease and Seller or Seller's 
  agent are currently in possession of all such deposits.  No 
  tenant is entitled to any rebate, concession, special allowance 
  or other benefits, except as stated in the Leases.  To Seller's 
  knowledge, no tenant has any counterclaim, defense or offset to 
  any action for collection of rents or other amounts accruing 
  after the Closing Date under any Lease.  The rents and other 
  sums due or to become due under each Lease have not been and 
  will not be assigned, encumbered or subjected to any liens by 
  Seller, except to Lender and to lenders whose liens shall be 
  released at Closing.  Except as disclosed in the Rent Roll, 
  there has been no waiver of Seller's rights under or 
  modification of any Lease or other documents executed by tenants 
  in connection with the Leases which could have a material 
  adverse affect thereon.  To Seller's knowledge, except for the 
  right of the tenants in possession under the Leases, there are 
  no parties in possession of, or claiming any possession to any 
  portion of the Project as lessees, tenants at sufferance, 
  trespassers or otherwise.  To Seller's knowledge, there has been 
  no material, adverse change with respect to the information set 
  forth in the Rent Roll or Delinquency Report.  Except as 
  disclosed in Exhibit 8.9, all leasing commissions payable in 
  connection with the Leases have been paid in full.  Exhibit 8.9 
  lists any and all leasing commissions and brokerage agreements 
  which may be due and payable in connection with the Leases upon 
  a subsequent renewal, expansion, modification or waiver of any 
  rights by a tenant under the terms of the Leases.  Seller has 
  paid in full all leasing or similar commissions or payment 
  obligations, if any, relating to any Lease.  Purchaser is not 
  assuming any obligations for tenant improvements or purported 
  leasing commissions.  Seller shall indemnify and hold Purchaser 
  harmless for any Loss with respect to any claims by tenants or 
  third party brokers for tenant improvements or leasing 
  commissions not expressly assumed by Purchaser.
  
  8.10	Existing Indebtedness.  The "Loan Documents" described 
  on Exhibit 8.10 constitute all of the loan documents relating in 
  any manner to Seller's "Existing Indebtedness" to New York Life 
  Insurance and Annuity Corporation ("Lender") which relates to 
  the Project.  The outstanding principal balance of the Existing 
  Indebtedness as of the Effective Date is $8,028,078.44.  The 
  Loan Documents correctly and accurately state the terms and 
  condition of the Existing Indebtedness.  Except as disclosed in 
  writing to Purchaser prior to the expiration of the Inspection 
  Period, the Loan Documents contain the entire agreement between 
  Seller, any guarantors and any lenders; are in full force and 
  effect in accordance with their written terms; and, are valid 
  obligations of the Seller, any guarantors and Lender.  Seller is 
  not,  and to Seller's knowledge any guarantors and Lender are 
  not in default in the performance of or under any of the Loan 
  Documents in any material respect except as disclosed on Exhibit 
  8.10.  Lender is not entitled to any payments, offsets or 
  remuneration of any kind except as set forth in the Loan 
  Documents. As of the Effective Date, and as of the Closing Date, 
  Seller has complied with all requirements of the Loan Documents 
  and is not in default thereunder.
  
  8.11	Operating Statements.  To Seller's knowledge, the 
  Operating Statements are true, accurate and complete in all 
  material respects and present fairly the results of operations 
  for the periods indicated on a consistent basis.
  
  8.12	Use of Project.  To Seller's knowledge, (i) no 
  governmental, public or private authority intends or desires to 
  appropriate the use of or limit the use of any of the Project 
  pursuant to any condemnation, eminent domain or similar 
  proceeding; (ii) no fact or condition exists which will result 
  in the termination of the Project's current access to and from 
  existing streets and utilities.
  
  8.13	Documentation.  To Seller's knowledge, all documents 
  which shall be delivered to Purchaser by or on behalf of Seller 
  under this Agreement shall be accurate and complete in all 
  material respects, including, without limitation, the 
  Information Schedules.
  
  8.14	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 Transaction.
  
  
                             ARTICLE 9
  
                             COVENANTS
  
  Covenants of Seller.  Seller covenants and agrees with 
  Purchaser as follows:
  
  9.1	Access.  Subject to the terms and conditions of 
  Section 6.1, during normal business hours prior to Closing, 
  Seller agrees to give to Purchaser and its agents and 
  representatives reasonable access to the Project and the books 
  and records directly relating to the ownership, management, 
  maintenance and operation of the Project, and all documents 
  directly pertaining to the Project that are in the possession of 
  Seller, or any of Seller's agents or representatives.  Prior to 
  Closing, Seller will furnish Purchaser with such additional 
  financial and operating data and other information reasonably 
  available to Seller as may be reasonably necessary for Purchaser 
  to thoroughly evaluate the Project.    
  
  9.2	Additional Audits.  Purchaser shall have, in addition 
  to any inspection or audit rights contained elsewhere in this 
  Agreement, the right to conduct a full audit of the books and 
  records of Seller relating to the operations and financial 
  results of the Property, in such form and at such time, 
  including up to 270 days after Closing, as Purchaser may 
  reasonably determine is necessary to comply with applicable 
  securities laws requirements, including, without limitation, 
  Regulation  210.3-14 promulgated under the Securities Exchange 
  Act of 1934, as amended.  All costs incurred as a result of a 
  Purchaser's undertaking such audit shall be borne exclusively by 
  Purchaser, including the cost of Seller's personnel, 
  photocopying, and the like;  however, Seller shall make 
  available such books, records and materials as may be reasonably 
  requested by Purchaser or its accountants in order to conduct 
  such audit.  All such audit activities shall be conducted at 
  Seller's place of business in a commercially reasonable fashion 
  during normal business hours and upon five (5) days prior notice 
  from Purchaser to Seller.  Purchaser will provide Seller a copy 
  of such audit at no additional cost to Seller.
  
  9.3	No Material Changes.  Prior to Closing, Seller shall: 
  (i) not cancel or permit cancellation of any hazard or liability 
  insurance carried with respect to the Project; (ii) remedy all 
  material violations of laws, ordinances, orders or requirements 
  relating to the Project which are not caused by Purchaser and of 
  which Seller has received actual  notice and provide Purchaser 
  with evidence of curing of same (provided that Seller shall not 
  be required to expend more than $10,000, in the aggregate, with 
  respect to such matters); and (iii) operate the Project on a 
  basis consistent with historical operations including, without 
  limitation, undertaking all reasonably  required ordinary 
  maintenance and repair of the Project.  Prior to Closing, Seller 
  also will not, without the prior written consent of Purchaser, 
  (i) sell, transfer or dispose or become obligated to sell, 
  transfer or dispose of any of the Project, except for the use 
  and consumption of inventory, office and other supplies and 
  spare parts, and the replacement of worn out, obsolete and 
  defective tools, equipment and appliances, in the ordinary 
  course of the business, (ii) after the expiration of the 
  Inspection Period except as specifically permitted by this 
  Agreement, enter into any transaction, or make any commitment 
  with respect to the Project other than in the ordinary course of 
  the business, (iii) amend, renew, extend, modify or terminate 
  any Contract, Permit or Lease except as contemplated by this 
  Agreement or except in the ordinary course of business.  Subject 
  to Section 9.9 below regarding Seller's continued leasing 
  obligations, prior to Closing, Seller shall operate and maintain 
  the Project in substantially the same manner and condition as 
  Seller has operated and maintained the Project immediately prior 
  to the Effective Date.  Seller will perform current or routine 
  maintenance and repairs in the ordinary course of business of or 
  to the Project as may be required or reasonably appropriate to 
  operate and maintain the Project other than tenant improvements 
  relating to new leases.  Provided, however, that Seller shall 
  not be obligated to make a capital expenditure in excess of 
  $15,000 and in the event Seller elects not to make an 
  expenditure greater than said amount, then Purchaser may 
  terminate this Agreement and receive a return of the Escrow 
  Deposit and all interest thereon.  After expiration of the 
  Inspection Period, Seller shall be required to gain Purchaser's 
  written approval of any new or modified contract or agreement 
  which will affect the operation of the Project.
  
  9.4	Consents.  Seller and Purchaser shall each promptly 
  file or submit and diligently prosecute any and all applications 
  or notices with federal, state and/or local authorities and all 
  other requests with any private persons or entities for 
  consents, approvals, authorizations and permissions which are 
  reasonably considered necessary or appropriate by the other 
  party for the consummation of the Transaction or to prevent the 
  termination of any Lease, Contract or Permit, or any loss or 
  disadvantage to the Project. 
  
  9.5	Payments.  Seller will cause to be paid when due or 
  shall be responsible for all taxes, license fees, trade accounts 
  and costs and expenses of operation and maintenance of the 
  Project incurred through the Closing Date, except amounts 
  subject to proration under Section 3.4.
  
  9.6	Cooperation.  Seller will reasonably assist and 
  cooperate with any environmental evaluation, study or audit of 
  the Project prepared by, for or at the request of Purchaser.
  
  9.7	Notification of Subsequent Events.  Prior to Closing, 
  Seller shall notify Purchaser of any written notice received by 
  Seller of any material adverse change in or to the Project 
  including, without limitation, any notice relating to any 
  insurance contract or policy now held or owned by Seller to 
  cancel or materially increase any premiums relating thereto.
  
  9.8	Existing Loan Matters.  Seller shall use its 
  reasonable efforts to obtain the written consent to the 
  transactions contemplated herein from all parties whose consent 
  to the assumption by Purchaser of such Loan Documents is 
  required thereunder, together with a release of Seller from any 
  liability under the Loan Documents, and an "estoppel 
  certificate" executed by Lender in the form attached hereto as 
  Exhibit 9.9 certifying that Loan Documents are in full force and 
  effect and that no default exists thereunder.  To the extent 
  required by the Lender, Purchaser shall pay to the Lender any 
  required loan transfer, assumption, or prepayment fee(s) imposed 
  in connection with Purchaser's assumption or prepayment of the 
  Existing Indebtedness from Seller, including, reasonable 
  attorney's fees of Lender in an amount not to exceed $3,500.00; 
  however, notwithstanding the foregoing, Seller shall pay any 
  other transfer, assumption or other ancillary fees and costs of 
  Lender (including reasonable attorneys' fees and any 
  endorsements to Lender's existing mortgagee's policy of title 
  insurance, but not attorneys' fees of Purchaser's counsel) 
  imposed by any of such parties with respect to such consent and 
  assumption.  Purchaser shall reasonably cooperate with Seller in 
  connection with such consent and assumption (and shall promptly 
  deliver such information, including financial information, 
  respecting Purchaser or its principals as any of such parties 
  may request).  Seller's sole obligations in connection with the 
  consent matters herein contemplated (unless Purchaser agrees 
  otherwise) shall be to utilize reasonable efforts to obtain such 
  consents, and to reasonably cooperate with Purchaser to the 
  extent necessary.  If such consents are not obtained on or 
  before the Closing Date, the obligation of Purchaser to purchase 
  the Project shall terminate.  Seller's sole obligation hereunder 
  with respect to obtaining an "estoppel certificate" from the 
  Lender shall be to utilize reasonable efforts to obtain such 
  "estoppel certificate" (such reasonable efforts not including 
  any obligation to institute legal proceedings or to expend any 
  additional monies therefor, other than for minor administrative 
  charges).
  
  9.9	Estoppel Certificates.  Before the expiration of the 
  Inspection Period, Seller shall have delivered currently dated 
  (no earlier than thirty (30) days prior to the scheduled Closing 
  Date) estoppel certificates in material conformance with the 
  form attached hereto as Exhibit 9.9.1 from each major Tenant 
  referenced on the Rent Roll or a Seller's estoppel certificate 
  in the form attached hereto as Exhibit 9.9.2 for each non-major 
  tenant not providing an estoppel certificate directly.  "Major 
  Tenant" shall include Raytheon Engineers and Constructors, Inc. 
  Seller and Purchaser shall use reasonable efforts to obtain a 
  Subordination Non-Disturbance and Attornment Agreement ("SD&A") 
  in the form requested by any lender of Purchaser and from each 
  Tenant requested by any such lender.  Seller and Purchaser shall 
  use reasonable efforts to negotiate the final form of any SD&A 
  with the applicable tenant and lender during the Inspection 
  Period.
  
  9.10	Leasing.  Seller (and/or Seller's agents), in 
  consultation with Purchaser, shall continue in good faith to 
  advance all leasing activities for the Project including, 
  without limitation, new leases, renewals, extensions, expansions 
  or other modifications.  Provided, however, Seller shall not 
  enter into any new lease or any renewal, expansion or other 
  modification of any existing Lease without Purchaser's prior 
  written consent which shall not be unreasonably withheld, 
  conditioned or delayed.  
  
  9.11	Leasing Commissions.  Except as set forth in Section 
  13.1  and Exhibit 8.9, there are no outstanding commissions, 
  leasing, brokerage or otherwise, payable to any leasing agents, 
  brokers,  or similar type parties, regarding the sale of the 
  Project or the execution, renewal, amendment, or modification of 
  any Lease in the Project.
  9.12	Knowledge Standard.  As used in this Agreement, "the 
  Seller's knowledge "or any similar phrase, shall mean the 
  current actual knowledge of Ken Hatfield; provided, however, 
  that nothing in this Agreement shall be deemed to create or 
  impose any personal liability of any kind on Ken Hatfield.  Ken 
  Hatfield is the Vice President of Property Management with 
  respect to the Project and as such has personal knowledge of the 
  Project and its operations.
  
                             ARTICLE 10
  
                           CLOSING MATTERS
  
  10.1  Conditions to Purchaser's Obligations.  The 
  obligations of Purchaser to consummate the transactions 
  contemplated by this Agreement are subject to the satisfaction 
  of each of the following conditions as of the Closing Date, 
  except to the extent any such condition is waived in whole or in 
  part by Purchaser in writing at or prior to Closing:
  
  (a)  Satisfaction.  The representations and warranties 
  of Seller contained in this Agreement shall have been true 
  on the date of this Agreement and on Closing.  Seller shall 
  have performed all obligations and complied with all 
  covenants required by this Agreement.  
    
  (b)  No Injunction.  On the Closing Date, there shall 
  be no third party injunction, writ, preliminary restraining 
  order or any order of any nature issued by a court of 
  competent jurisdiction directing that the transactions 
  contemplated herein not be consummated as herein provided 
  which relates to the acts or omissions of Seller.
  
  (c)  Certificates. Purchaser shall have received the 
  estoppel certificates and the SD&A's as referenced in 
  Section 9.9 above, from or for each tenant referenced on 
  the Rent Roll.  
  
  (d)  Existing Indebtedness. Purchaser shall have 
  approved and executed all documents necessary to assume the 
  Existing Indebtedness on terms and in such form as approved 
  by Purchaser, in its sole discretion.
  
  (e)  No Adverse Change.  No material and adverse 
  change shall have occurred without Purchaser's written 
  consent, in the state or condition of the Project or in the 
  title matters described in the Title Commitment and the 
  Survey.
  
  (f)  Net Operating Income.  Purchaser shall have 
  verified to its reasonable satisfaction Seller's 
  representation that the Project's annualized net operating 
  income for 1997 is $1,7000,000.  In computing the Project's 
  net income for purposes of this paragraph, the parties 
  shall include the Project's operating expense rental 
  adjustments and the actual or reasonably projected 
  operating expenses on an annualized basis.
  
  (g)  Assumption.  Lender will have agreed prior to the 
  expiration of the Inspection Period to permit the 
  assumption of the Loan on terms acceptable to Purchaser.
  
  (h)  Lender's Estoppel.  Purchaser shall have received 
  a Lender's Estoppel in form and substance satisfactory to 
  Purchaser.
  
  10.2  Conditions to Seller's Obligations.  The obligations 
  of Seller to consummate the transactions contemplated by this 
  Agreement are subject to the satisfaction of each of the 
  following conditions as of the Closing Date, except to the 
  extent any such condition is waived in whole or in part by 
  Seller in writing at or prior to Closing:
  
  (a)  Satisfaction.  The representations and warranties 
  of Purchaser contained in this Agreement shall have been 
  true on the date of this Agreement and on Closing.  
  Purchaser shall have performed all obligations and complied 
  with all covenants required by this Agreement.  
  
  (b)  No Injunction.  On the Closing Date, there shall 
  be no third party injunction, writ, preliminary restraining 
  order or any order of any nature issued by a court of 
  competent jurisdiction directing that the transactions 
  contemplated herein not be consummated as herein provided 
  which relates to acts or omissions of Purchaser.
  
  10.3  Closing Documents.  At Closing, Seller shall deliver 
  to Purchaser the following documents, all properly executed by 
  Seller and delivered to Purchaser and/or executed by Purchaser 
  and delivered to Seller shall be in a form reasonably acceptable 
  to Purchaser and Seller and include, but are not limited to:
  
  (a)  Special Warranty Deed.  A Special Warranty Deed 
  in form attached hereto as Exhibit 10.3(a).
  
  (b)  Assignment and Bill of Sale.  An Assignment and  
  Assumption Agreement and Bill of Sale in form attached 
  hereto as Exhibit 10.3(b).  Such Assignment and Bill of 
  Sale shall be joined in by Purchaser for the purpose of 
  assuming all obligations under any assigned item arising 
  from and after the Closing Date.
  
  (c)  Existing Indebtedness.  Appropriate documentation 
  to evidence the assumption by Purchaser of the Loan 
  Documents and the release of Seller from further liability 
  thereunder as contemplated by this Agreement.
  
  (d) Documents.  Executed original copies, or copies 
  certified as correct by Seller, if originals are not 
  available, of (i) all Leases in force on the Closing Date 
  covering portions of the Project and all other documents 
  referred to in the Rent Roll, (ii) all Contracts and 
  Permits of which Seller is aware transferred and assigned 
  to Purchaser, (iii) all "as built" plans, specifications, 
  surveys or other documents relating or pertaining to the 
  Project in the possession of Seller (collectively "Plans"), 
  including, but not limited to, all records relating to 
  repair, renovation and maintenance of the Project; (iv) all 
  notices to tenants relating to this Transaction and the 
  receipt of security deposits as necessary or appropriate 
  under applicable law; and (v) all other documents referred 
  to in the schedules.
  
  (e)  Rent Roll.  A current and updated Rent Roll.
  
  (f)  FIRPTA.  Affidavit from Seller that Seller is not 
  a foreign person as defined in the Foreign Investment in 
  Real Property Tax Act of 1980, as amended, in the form 
  attached hereto as Exhibit 10.3(f).
  
  (g)  Keys.  All keys and master keys in Seller's 
  possession or control  to all locks located on the Project 
  properly tagged for identification as well as cards keys 
  and cards for the security systems, if any.
  
  (h)  Telephone and Mail.  Such documents as may be 
  reasonably requested by Purchaser and required by (i) the 
  local telephone company to assign to Purchaser all of 
  Seller's rights and interest in each telephone number or 
  phone line used by Seller exclusively for the operation of 
  the Project, and (ii) the U.S. Postal Service to assign to 
  Purchaser all of Seller's rights and interest in each post 
  office box and drawer exclusively for the operation of the 
  Project.
  
  (i)  Evidence of Authority.  Both parties will deliver 
  to each other and the Title Company such evidence or 
  documents as may reasonably be required evidencing the 
  authority of any person who is executing any of the 
  documents required hereunder.
  
  (j)  Miscellaneous.  Such other documents as may be 
  required under other provisions of this Agreement or as may 
  reasonably be required by Purchaser to consummate the 
  Transaction, so long as such document does not increase 
  either party's liability or obligations hereunder, 
  including, but not limited to, (i) a Closing Statement, 
  (ii) tenant's notice letter, (iii) an affidavit executed by 
  Seller with regard to South Carolina withholding tax 
  requirements and (iv) a Quitclaim Deed with the legal 
  description contained in Exhibit 1.2(a) and/or the Survey, 
  if the legal description of the Land contained in the 
  Survey differs from the legal description contained in 
  Exhibit 1.2(a).
  
                            ARTICLE 11
  
                        DEFAULTS AND REMEDIES
  
  11.1  Damages Against Purchaser.  IF PURCHASER DEFAULTS 
  UNDER ANY PROVISION OF THIS AGREEMENT AND CLOSING DOES NOT 
  OCCUR, THEN SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW 
  OR EQUITY TO CONVEY THE PROPERTY TO PURCHASER.  PURCHASER AND 
  SELLER AGREE THAT AS SELLER'S SOLE REMEDY FOR A DEFAULT 
  HEREUNDER, BY WRITTEN NOTICE TO PURCHASER AND TITLE COMPANY, 
  SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND BE 
  ENTITLED TO RECEIVE THE ESCROW DEPOSIT PLUS ACCRUED INTEREST 
  THEREON AS LIQUIDATED DAMAGES.  PURCHASER AND SELLER ACKNOWLEDGE 
  AND AGREE THAT ACTUAL DAMAGES WILL BE EXTREMELY DIFFICULT AND 
  IMPRACTICAL TO ASCERTAIN. THEREFORE, THE SUM REPRESENTED BY THE 
  ESCROW DEPOSIT PLUS ANY ACCRUED INTEREST THEREON SHALL BE DEEMED 
  TO CONSTITUTE A REASONABLE ESTIMATE AND AGREED STIPULATION OF 
  SELLER'S DAMAGES AND SHALL CONSTITUTE SELLER'S SOLE AND 
  EXCLUSIVE REMEDY IN THE EVENT THIS TRANSACTION FAILS TO CLOSE AS 
  A RESULT OF PURCHASER'S DEFAULT.  NOTWITHSTANDING THE FOREGOING, 
  PURCHASER'S LIABILITY UNDER SECTION 6.1 HEREOF AND SHALL REMAIN 
  IN FULL FORCE AND EFFECT.
  
  
       Initialed by:
  
       ________________				           ________________
       Seller						                   Purchaser
  
  11.2  DAMAGES AGAINST SELLER.  IN THE EVENT THAT SELLER 
  FAILS TO PERFORM ALL OF SELLER'S OBLIGATIONS UNDER THIS 
  AGREEMENT AND PURCHASER PERFORMS ALL OF ITS OBLIGATIONS OR 
  TENDERS PERFORMANCE, INCLUDING THE OBLIGATION TO CONSUMMATE THE 
  TRANSACTION, THEN PURCHASER MAY MAKE WRITTEN DEMAND TO SELLER 
  FOR PERFORMANCE OF THIS AGREEMENT.  IF SELLER FAILS TO COMPLY 
  WITH PURCHASER'S WRITTEN DEMAND WITHIN 30 DAYS AFTER RECEIPT OF 
  SUCH WRITTEN DEMAND FOR PERFORMANCE, PURCHASER SHALL HAVE THE 
  EXCLUSIVE RIGHT TO (I) WAIVE SUCH DEFAULT, (II) SEEK SPECIFIC 
  PERFORMANCE OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, OR 
  (III) TERMINATE THIS AGREEMENT AND PROMPTLY RECEIVE A FULL 
  REFUND OF THE ESCROW DEPOSIT AND ALL INTEREST THEREON AND 
  PAYMENT BY SELLER OF AN AMOUNT NOT TO EXCEED $25,000 IN ORDER TO 
  REIMBURSE PURCHASER'S REASONABLE OUT OF POCKET EXPENSES 
  ASSOCIATED WITH THIS TRANSACTION, BUT WITHOUT FURTHER LIABILITY 
  ON PURCHASER'S PART.  SELLER AGREES THAT THE PROJECT IS UNIQUE 
  AND THAT DAMAGES FOR FAILURE BY SELLER TO CONSUMMATE THE 
  TRANSACTION WILL BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO 
  DETERMINE.  THEREFORE, IN THE EVENT THAT SELLER FAILS OR REFUSES 
  TO CONSUMMATE THE TRANSACTION AND PURCHASER SEEKS SPECIFIC 
  PERFORMANCE, SELLER SPECIFICALLY AGREES THAT THE REMEDY OF 
  SPECIFIC PERFORMANCE  IS AN APPROPRIATE REMEDY FOR PURCHASER, 
  AND SELLER WAIVES AND AGREES NOT TO ASSERT ANY CLAIM OR DEFENSE 
  THAT SPECIFIC PERFORMANCE IS NOT AN APPROPRIATE REMEDY FOR 
  PURCHASER.  
  
              Initialed by:
  
              ________________				              ________________
              Seller						                     Purchaser
  
  
                             ARTICLE 12
  
                            RISK OF LOSS
  
  12.1  Risk of Loss.  Prior to Closing, Seller shall have 
  full risk of loss or damage with respect to the Project.  Upon 
  Closing, full risk of loss or damage with respect to the Project 
  shall pass to Purchaser.  For purposes of this Article, "loss or 
  damage" shall mean the following:  (i) any loss, damage, 
  destruction or injury by fire, storm, accident, flood or other 
  casualty or hazard to the Project; and (ii) any condemnation, 
  eminent domain or other similar proceeding.
  
  12.2  Minor Damage.  In the event of loss or damage to the 
  Project or any portion thereof (the "premises in question") 
  which is not "major" as hereinafter defined), this Agreement 
  shall remain in full and effect provided Seller performs any 
  necessary repairs or, at Seller's option, reduces the cash 
  portion of the Purchase Price in an amount equal to the cost of 
  such repairs, Seller thereby retaining all of the Seller's 
  right, title and interest to any claims and proceeds Seller may 
  have with respect to any casualty insurance policies or 
  condemnation awards relating to the premises in question.  In 
  the event Seller elects to perform repairs upon the Project, 
  Seller shall use reasonable efforts to complete such repairs 
  promptly and if necessary, the date of Closing shall be extended 
  a reasonable time in order to allow for the completion of such 
  repairs;  provided, however, Closing may not be extended for a 
  period of more than thirty (30) days without the prior consent 
  of Purchaser.  The shortfall, if any, arising by reason of an 
  insured loss is included as an operating expense that is passed 
  through to the tenants, and thus Seller will be entitled to this 
  reimbursement if and when collected.
  
  12.3  Major Damage.  In the event of a "major" loss or 
  damage, Purchaser may either (i) terminate this Agreement and 
  immediately receive a refund of the Escrow Deposit and all 
  interest thereon, or (ii) it may proceed with this transaction 
  and receive Seller's insurance proceeds, if any, for such 
  damage, plus payment from Seller of the amount of the applicable 
  insurance deductible relating thereto not to exceed the actual 
  repair cost.  In such event, Seller shall execute all documents 
  reasonably requested by Purchaser to assign Seller's rights and 
  interest to such insurance proceeds.    
  
  12.4  Definition of Major Loss or Damage.  For purposes of 
  Sections 12.2 and 12.3, "major" loss or damage refers to the 
  following:  (i) loss or damage to the Project or any portion 
  thereof such that the cost of repairing or restoring the 
  premises in question to a condition substantially identical to 
  that of the premises in question prior to the event of damage or 
  loss would be, in the certified opinion of a mutually acceptable 
  architect, equal to or greater than Fifty Thousand Dollars 
  ($50,000), and (ii) any loss or damage due to a condemnation 
  which permanently or materially impairs the current use of the 
  Project.
  
                             ARTICLE 13
  
                         GENERAL PROVISIONS
  
  13.1  Brokerage Commission.  Seller shall pay no brokerage 
  commissions.  Purchaser shall pay the commission owed to Stephen 
  George, Inc. pursuant to a separate commission agreement.  
  Seller and Purchaser represent to each other that they have 
  acted directly and independently with the other as principals 
  and that neither Seller nor Purchaser have retained or 
  authorized the services of any broker or finder with respect to 
  this Transaction, except as noted herein.  Seller agrees to 
  indemnify and hold Purchaser harmless from and against all 
  claims, liabilities, and obligations for any commission, 
  finder's fee, or other compensation in connection with this 
  Agreement claimed by or through Seller.  Purchaser agrees to 
  indemnify and hold Seller harmless from and against all claims, 
  liabilities, and obligations for any commission, finder's fee, 
  or other compensation in connection with this Agreement claimed 
  by or through Purchaser.
  
  13.2  Confidentiality.  Unless Seller otherwise agrees in 
  writing, Purchaser agrees that all confidential proprietary 
  information regarding the Project of whatsoever nature made 
  available to it by Seller or Seller's agents or representatives 
  or developed by Purchaser ("Confidential Information"), is 
  confidential and shall not be disclosed to any other person 
  except those assisting Purchaser with this transaction, or 
  Purchaser's lender, if any, except as required by law.  The 
  provisions of the foregoing sentence shall not apply to any 
  information which is otherwise available to the public or which 
  has been obtained from sources that are not subject to a similar 
  confidentiality restriction or to disclosures as required by 
  law. Further, Purchaser agrees not to use any Confidential 
  Information for any purpose other than to determine whether to 
  proceed with the transaction contemplated by this Agreement.  
  Upon Closing, all such Confidential Information shall be the 
  sole and exclusive property of Purchaser and not subject in any 
  manner to this confidentiality restriction.   Provided, however, 
  in the event the transaction contemplated by this Agreement does 
  not close for any reason other than a breach by Seller, the 
  provisions of this Section 13.2 shall survive the termination of 
  this Agreement.
  
  13.3   Entire Agreement.  This Agreement, together with all 
  exhibits or schedules either attached or delivered pursuant 
  hereto and other agreements expressly referred to herein, 
  constitutes the entire agreement between the parties with 
  respect to the purchase and sale of the Project.  All prior to 
  or contemporaneous agreements, understandings, representations, 
  warranties and statements, oral or written, are superseded.
  
  13.4   Further Assurances.  The parties agree to take such 
  further action and execute such documents and instruments as may 
  be reasonably required in order to more effectively carry out 
  the terms of this Agreement and the intentions of the parties.
  
  13.5   Modification, Waiver.  Except as expressly 
  contemplated herein, no modification, waiver, supplement or 
  discharge of this Agreement shall be valid unless the same is in 
  writing and signed by the party against whom the enforcement 
  thereof is or may be sought.  No waiver of a breach of any of 
  the terms, covenants or conditions of this Agreement by either 
  party shall be construed or held to be a waiver of any 
  succeeding or preceding breach of the same or any other term, 
  covenant or condition herein contained.  No waiver of any 
  default by either party hereunder shall be implied from any 
  omissions by either party to take any action on account of such 
  default if such default persists or is repeated, and no express 
  waiver shall affect a default other than as specified in such 
  waiver.
  
  13.6   Severability.  If any term, provision, covenant or 
  condition of this Agreement is held to be invalid, void or 
  otherwise unenforceable to any extent by any court of competent 
  jurisdiction, the remainder of this Agreement shall not be 
  affected thereby, and each term, provision, covenant or 
  condition of this Agreement shall be valid and enforceable to 
  the fullest extent permitted by law.
  
  13.7  Successors.  Subject to the restriction on assignment 
  provided herein, all terms of this Agreement shall be binding 
  upon, inure to the benefit of, and be enforceable by the parties 
  hereto and their respective heirs, legal representatives, 
  successors and assigns.
  
  13.8  Assignment.  Purchaser may assign its rights under 
  this Agreement to a wholly owned subsidiary of Purchaser, or to 
  a limited partnership controlled by either Purchaser or its 
  wholly owned subsidiary without Seller's consent; provided, 
  however, no such assignment shall relieve Purchaser of its 
  obligations hereunder and the assignee must sign an assumption 
  agreement in form reasonably acceptable to Seller.  Except as 
  contemplated by the preceding sentence, Seller and Purchaser 
  shall not assign their respective rights, obligations or 
  interest under this Agreement without the prior written consent 
  of the other.
  
  13.9  Survival of Representations and Warranties.  All 
  obligations hereunder to be performed after Closing, and all 
  warranties and representations contained herein, shall survive 
  Closing and the delivery of the Limited Warranty Deed to 
  Purchaser for a period of six (6) months after the Closing, at 
  which time such warranties, representations and covenants shall 
  terminate in all respects unless written notice of any such 
  breach has been delivered to the breaching party prior to such 
  date.  Purchaser shall look solely to the  escrow account 
  described in Section 13.10 to satisfy any damages occasioned by 
  Seller's breach of any representation or warranty contained 
  herein.
  
  13.10  Escrow Account.    Seller shall escrow One Hundred 
  Seventy-Five Thousand and no/100 Dollars ($175,000.00) from its 
  proceeds from this Transaction with the Title Company pursuant 
  to a separate written escrow agreement for six (6) months after 
  Closing to be held in escrow by the Title Company to satisfy any 
  claim(s) by Purchaser against Seller for a breach of its 
  representations or warranties herein or in any Closing Documents 
  or any adjustments necessary pursuant to the last paragraph of 
  Section 3.4.
  
  13.11  Attorneys' Fees.  If either party commences legal 
  proceedings for any relief against the other party arising out 
  of this Agreement, the losing party shall pay the prevailing 
  party's reasonable attorneys' fees.
  
  13.12  Time.  Time is of the essence with respect to this 
  Agreement.
  
  13.13  No Other Inducement.  The making, execution and 
  delivery of this Agreement by the parties hereto has been 
  induced by no representations, statements, warranties or 
  agreements other than those expressed herein.
  
  13.14  Computation of Time Periods.  All periods of the 
  time referred to in this Agreement shall include all Saturdays, 
  Sundays and state or national holidays, unless the period of 
  time specifies business days, provided that if the date or last 
  date to perform any act or give any notice or approval shall 
  fall on a Saturday, Sunday or state or national holiday, such 
  act or notice may be timely performed or given on the next 
  succeeding day which is not a Saturday, Sunday or state or 
  national holiday.
  
  13.15  Notices.  Any notice, request, instruction or other 
  document to be given or furnished under this Agreement by either 
  party to the other party or to the Title Company shall be in 
  writing and shall be delivered personally or shall be sent by 
  facsimile transmission (with a copy sent by regular U. S. mail) 
  or registered or certified mail, postage prepaid, or by prepaid 
  overnight delivery service, at the address or telecopy number in 
  this Section 13.15  or to such other address, telecopy number of 
  person as either party may designate by written notice to the 
  other party.  A notice, request, instruction or other documents 
  shall be deemed to be given (a) when delivered personally, (b) 
  sent by facsimile transmission (with a copy sent by regular U. 
  S. mail), or (c) if sent by certified mail or overnight delivery 
  service, at the time the delivery is indicated on the duly 
  completed United States Postal Service return receipt or the 
  time of package pick up as indicated on the records of or 
  certificates provided by the overnight delivery service.
  
  Seller:			RayVest Limited Partnership
  Attention:  Ken Hatfield
  
  Office Address:	1811 North Freeway
  Suite 300
  Houston, Texas  77060
  
  Telephone Number:	(281) 820-0747
  Telecopy Number:	(281) 820-1673
  
  with a copy to:	Cochran, Rooke & Craft, L.L.P.
  Attention:  John R. Cochran, Jr.
  
  Office Address:	2200 Post Oak Boulevard, Suite 700
  Houston, Texas  77056
  
  Telephone Number:	(713) 621-6600
  Telecopy Number:	(713) 621-8562
  
  Purchaser:		Parkway Properties, L.P.
  Attention:  Mitch Mattingly
  
  Office Address:	12012 Wickchester, Suite 420
  Houston, Texas  77079
  
  Suite 1000, One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi 39201
  
  Mailing Address:	Post Office Box 24647
  Jackson, Mississippi 39225
  
  Telephone Number:	(281) 597-9475; (601) 948-4091
  Telecopy Number	(281) 597-9575; (601) 949-4077
  
  with a copy to:	Forman, Perry, Watkins, Krutz & Tardy, PLLC
  Attention:  Robert C. Hutchison
  
  Office Address:	Suite 1200, One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi  39201
  
  Telephone Number:	(601) 969-7840
  Telecopy Number:	(601) 960-8600
  
  13.16  Headings.  The captions and paragraph headings used 
  in this Agreement are inserted for convenience of reference only 
  and are not intended to define, limit or affect the 
  interpretation or construction of any term or provision hereof.
  
  13.17  Exhibits.  All schedules or exhibits referred to 
  herein or attached hereto are incorporated herein by this 
  reference.
  
  13.18  Counterparts.  This Agreement may be executed in 
  multiple copies, each of which shall be deemed an original, but 
  all of which shall constitute one Agreement binding on all 
  parties.
  
  13.19  Governing Law.  This Agreement shall be governed, 
  construed and enforced in accordance with the laws of the State 
  of Texas.
  
  13.20  Effective Date.  The date of delivery to Title 
  Company of a fully executed counterpart of this Agreement, as 
  evidenced by Title Company's notation in the space set forth 
  below, shall be deemed the effective date of this Agreement (the 
  "Effective Date").
  
  13.21  Limitation on Liability.  Notwithstanding anything 
  contained herein to the contrary, Seller and Purchaser 
  acknowledge and agree that no limited partner of either of them, 
  nor any trustee, director, holder of any beneficial interests, 
  shareholder, officer or employee of either of them or any 
  affiliate of either of them (except an affiliate to which this 
  Agreement has been assigned) shall have any personal liability, 
  directly or indirectly, under this Agreement, or under any 
  certificate, representation, warranty or other instrument 
  delivered in connection herewith, and Seller and Purchaser shall 
  have recourse hereunder only against the other's assets.  Each 
  document to be executed by either Seller or Purchaser at Closing 
  shall contain a similar exculpation.
  
  
  IN WITNESS WHEREOF, Seller and Purchaser have executed this 
  Agreement as of the Effective Date.
  
  SELLER:
  
  RAYVEST LIMITED PARTNERSHIP, a 
  Texas limited partnership
  
  By:	RayVest GP, Inc., a Texas 
  corporation, its general 
  partner
  Executed by Seller this
  ____ day of September, 1997		By:_______________________
  Name:_____________________
  Title:____________________
  
  
  PURCHASER:
  
  PARKWAY PROPERTIES, L.P., a 
  Delaware limited partnership
  Executed by Purchaser
  ____ day of September, 1997	By:	Parkway Properties General 
  Partners, Inc., its sole 
  general partner
  
  
  By:______________________
  Name:____________________
  Title:___________________
  
  By:______________________
  Name:____________________
  Title:___________________
  
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
  
  Title Company hereby agrees to perform its obligations 
  under this Agreement and acknowledge receipt of (a) the Escrow 
  Deposit from Purchaser in the amount of ONE HUNDRED THOUSAND AND 
  NO/100 DOLLARS ($100,000.00) on the _____ day of ______________, 
  1997 and (b) a fully executed counterpart of this Agreement on 
  the _____ day of _____________, 1997.
  
  
  Texas State Title Company, as 
  Agent for _____________ Title 
  Insurance Company
  
  
  
  By: ______________________________
  Name: ____________________________
  Title:____________________________
  
  
  
                           EXHIBIT 1.2(a)
  
                         LEGAL DESCRIPTION
  
  
  
  
  
  
                             EXHIBIT 1.3
  
                          PERSONAL PROPERTY
  
  
  
                           EXHIBIT 4.2(a)
  
                       SURVEY CERTIFICATION
  
  The plat of survey must be accompanied by a certificate 
  meeting the following requirements:
  
  1.	The certification should be by a registered land 
  surveyor.
  
  2.	The certification should include the signature with 
  the seal and registration number of the certifying party.
  
  3.	The certification should contain a jurat executed by a 
  notary public.
  
  4.	If the surveyor finds that any easement furnished to 
  him which purports to affect the property does not, in fact, 
  affect the property, he should specifically certify that such 
  easement, identified by book and page of recording, does not 
  affect the property.
  
  5.	The form of certificate should be substantially as 
  follows:  "I,                       a registered land surveyor 
  do hereby certify to                     and                   
  Title Company, that the accompanying plat of survey represents a 
  true and correct survey made by me and has: (i) been prepared in 
  accordance with the most current minimum standard detail 
  requirements for a Land Title Survey adopted by the American 
  Land Title Association and the American Congress on Surveying 
  and Mapping; (ii) includes optional items 2-11 of Table A 
  thereof; and (iii) has been prepared pursuant to the Accuracy 
  Standards (as adopted by ALTA and ACSM) in effect on the date of 
  this Certification of an Urban Survey of the following described 
  property (the "Project") on the       day of                    
       , 199   :
  
  [Insert legal description]
  
  I further certify that:
  
  (i) 	the accompanying plat of survey correctly shows the 
  location of all buildings, structures, and other improvements 
  situated on the Project,
  
  (ii)  except as shown, there are no visible easements or 
  rights-of-way across the Property or other easements or rights-
  of-way affecting the Property of which the undersigned has been 
  advised,
  
  (iii)  there are no party walls included in any buildings, 
  structures, or other improvements on the Property,
  
  (iv)	 except as shown, there are no encroachments on 
  adjoining premises, streets, or alleys by any of the buildings, 
  structures, or other improvements on the Property, and
  
  (v)	except as shown, there are no encroachments on the 
  property by any buildings, structures, or other improvements 
  located on adjoining premises.                 
  
  
  
                             EXHIBIT 8.9
  
                      OUTSTANDING COMMISSIONS
                      AND BROKERAGE AGREEMENTS
  
  
  
                            EXHIBIT 8.10
  
                       EXISTING INDEBTEDNESS
  
  
  
  
                            EXHIBIT 9.9
  
                     FORM OF LENDER'S ESTOPPEL
  
  Parkway Properties L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
  RE:	Assignment to Parkway Properties L.P. ("Buyer") by RayVest 
  Limited Partnership ("Seller"), of its obligations under 
  New York Life Insurance and Annuity Company ("Lender") loan 
  #_____, in the original principal amount of $______________ 
  (the "Loan")
  
  Gentlemen:
  
  Lender hereby certifies to Parkway Properties L.P., and its 
  successors or assigns that:
  
  (a)	All sums payable under the Loan have been paid through 
  ______, 19___;
  
  (b)	The outstanding principal balance of the Loan as of 
  _______               , 1997 is     _________	. 
  
  (c)	Attached hereto as Exhibit A are true and complete 
  copies of the following documents (the "Loan 
  Documents"):
  
  1.	Promissory Note, dated April 28, 1995.
  
  2.	Deed of Trust and Security Agreement dated April 
  28, 1995.
  
  3.	Assignment of Rents and Leases, dated April 28, 
  1995.
  
  4.	Escrow Agreement dated April 28, 1995.
  
  (d)	The Loan Documents set forth the entire 
  agreement between the Lender and Seller, are 
  in full force and effect in accordance with 
  their terms and, to Lender's knowledge, have 
  not, in any way, been amended, modified,  or 
  assigned;
  
  (e)	To Lender's knowledge, there exists no 
  default by either party to the Loan 
  Documents, or other grounds for declaring an 
  event of default thereunder;
  
  (f)	Lender has not assigned or otherwise transferred any 
  of its interest under the Loan Documents. 
  
  (g)	Other than as set forth in Exhibit B, there are no 
  escrow, improvement accounts maintained, by Lender, or 
  required to be maintained by Lender or funded by 
  Seller in connection with the Loan Documents.  Seller 
  has met all of its obligations to fund any such 
  accounts.
  
  Lender understands that Purchaser is relying on the above 
  representations in connection with the purchase of the above 
  referenced property and assuming the Loan and does hereby 
  warrant and affirm to and for the benefit of Purchaser, its 
  successors and assigns, that each of the foregoing 
  representations is true, correct and complete as of the date 
  hereof.
  
  
  New York Life Insurance and 
  Annuity
  Corporation
  
  By:                          
   
  Name:                        
   
  Title:                       	
  			Date:                 _______
  
  
  
      EXHIBIT 9.9.1
  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  
  Parkway Properties, L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
  RE:	_______________________
  
  Gentlemen:
  
  The undersigned as Tenant hereby certifies to Parkway 
  Properties, L.P., and its successors or assigns ("Purchaser"), 
  and any beneficiary under a deed of trust covering the above 
  captioned property ("Mortgagee") that:
  
  (a)	It is a Tenant of a portion of the captioned 
  property under a certain lease (the "Lease") 
  as follows:
  
  Landlord:                                   
  
  Tenant:                                     
  
  Lease Dated:                                
  
  Amendment(s) Dated (if any):                          
   
  
  Current Annual Base Rent:                             
   
  
  Current CAM or Operating Expense Charges:             
   
  
  Square Footage:                    
  
  Original term (or current option period,
  if applicable) expires:                          
  
  Security Deposit and/or
  Lease Deposit:  $                 
  
  Outstanding Tenant Improvement Allowance (if any): 
  $_______________
  
  
  Outstanding Leasing Commission (if any): 
  $______________
  
  (b)	All rentals payable under the Lease have been paid 
  through ______, 19___; and except for _________, no 
  rent has been paid more than one month in advance of 
  its due date.
  
   	(c)	That attached hereto as Exhibit A is a true 
  and complete copy of the Lease and all 
  amendments thereto.
  
  (d)	Tenant has unconditionally accepted and 
  occupied the leased premises, is paying rent 
  under the Lease without claim or right of 
  set-off, or claim of any default by the 
  Landlord, and is now conducting business on 
  the premises;
  
  (e)	The Lease sets forth the entire agreement 
  between the Landlord and Tenant, is in full 
  force and effect in accordance with its 
  terms and has not, in any way, been amended, 
  modified, assigned or sublet;
  
  (f)	There exists no default by either party to 
  the Lease, or other grounds for ceasing or 
  reducing the payment of rental, or for 
  cancellation or termination of the Lease;
  
  (g)	All requirements of the Lease have been 
  complied with and no charges, set-offs or 
  other credits exist against the rentals;
  
  (h)	The Lease contains, and Tenant has, no outstanding 
  options or rights of first refusal to purchase the 
  Premises nor any part of the real property of which 
  the Premises are a part.
  
  (i)	Tenant has not assigned, mortgaged, sublet, encumbered 
  or otherwise transferred any of its interest under the 
  Lease and has received no notice of any assignment, 
  mortgage or encumbrance of the Lease by Landlord.
  
  From and after the date that Purchaser acquires title to the 
  Project:
  
  (j)	Tenant shall not agree to any alteration, 
  modification, amendment or termination of 
  its Lease, nor subordinate or permit 
  subordination of the Lease to any lien in 
  favor of anyone other than Purchaser or 
  Mortgagee, without first obtaining 
  Purchaser's or such Mortgagee's prior 
  written approval provided Tenant has been 
  provided the name and address of such 
  Mortgagee;
  
  (k)	Tenant shall give any Mortgagee 30 days 
  notice of any default by the Landlord under 
  the Lease and a reasonable opportunity for 
  Mortgagee to cure any default upon 
  Borrower's failure to do so;
  
  (l)	Tenant will not pay rent in advance for more 
  than the current month without Mortgagee's 
  prior written consent.  No concession or 
  allowance has been granted by Landlord which 
  permits Tenant to occupy the leased premises 
  without payment of Rent or any other 
  financial obligation contained in the Lease, 
  nor will Tenant accept such concession or 
  allowance or negotiate for the same without 
  the prior written consent of Purchaser or 
  Mortgagee;
  
  (m)	Purchaser may subsequently execute and 
  deliver to Mortgagee an Assignment of Leases 
  and Rents conveying the rentals under the 
  Lease as additional security for a loan 
  secured by the _________________ Building, 
  and Tenant hereby expressly consents to such 
  Assignment and has no notice of a prior 
  Assignment of the Lease or the rents 
  thereunder;
  
  (n)	Tenant will not look to any mortgagee, or 
  its successors or assigns, for the return of 
  or credit for security deposit or prepaid 
  rent, if any, unless said sums have been 
  actually transferred to such mortgagee or 
  its successors or assigns.
  
  Tenant understands that Purchaser is relying on the above 
  representations in connection with the purchase of the above 
  referenced building and does hereby warrant and affirm to and 
  for the benefit of Purchaser, its successors and assigns, that 
  each of the foregoing representations is true, correct and 
  complete as of the date hereof.
  
  
                               
  
  By:                          
  Name:                        
  Title:                       	
  			Date:                _______
  
  
                             EXHIBIT 9.9.2
  
                  FORM OF SELLER ESTOPPEL CERTIFICATE
  	
  Parkway Properties, L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
  RE:	_____________
  
  Gentlemen:
  
  The undersigned as Landlord hereby certifies to Parkway 
  Properties, L.P. and its successors and assigns ("Purchaser")  
  that:
  
  (a)	It is a Landlord of a portion of the above 
  referenced property under a certain lease 
  (the "Lease") as follows:
  
  Landlord:                                   
   
  
  Tenant:                                      
  
  Lease Dated:                                 
  
  Amendment(s) Dated (if any):                          
  
  Current Annual Base Rent:                             
  
  Current CAM or Operating Expense Charges:             
  
  Square Footage:                    
  
  Original term (or current option period,
  if applicable) expires:                          
  
  Security Deposit and/or
  Lease Deposit:  $                 
  
  Outstanding Tenant Improvement Allowance (if any): 
  $_______________
  Outstanding Leasing Commission (if any): 
  $______________
  (b)	All rentals payable under the Lease have been paid 
  through ________, 19___.
   	(c)	That attached hereto as Exhibit A is a true 
  and complete copy of the Lease and all 
  amendments thereto.
  
  (d)	Tenant has unconditionally accepted and 
  occupied the leased premises, commenced 
  payment of rent under the Lease without 
  claim or right of set-off, or claim of any 
  default by the Landlord, and is now 
  conducting business on the premises;
  
  (e)	The Lease sets forth the entire agreement 
  between the Landlord and Tenant, is in full 
  force and effect in accordance with its 
  terms and has not, in any way, been amended, 
  modified, assigned or sublet;
  
  (f)	There exists no default by either party to 
  the Lease, or other grounds for ceasing or 
  reducing the payment of rental, or for 
  cancellation or termination of the Lease;
  
  (g)	All requirements of the Lease have been 
  complied with and no charges, set-offs or 
  other credits exist against the rentals;
  
  Landlord understands that Purchaser is relying on the above 
  representations in consenting to purchase the above referenced 
  building and does hereby warrant and affirm to and for the 
  benefit of Purchaser, its successors and assigns, that each of 
  the foregoing representations is true, correct and complete as 
  of the date hereof.  Purchaser acknowledges that this Seller's 
  Estoppel Certificate shall terminate upon delivery of a Tenant's 
  Estoppel Certificate in a form reasonably acceptable to 
  Purchaser and containing information consistent with the 
  information set forth herein.
                               
  
  By:                          
   
  Name:                        
   
  Title:                       
   
  Date:                        
   
  
  
                          EXHIBIT 10.3(a)
                  FORM OF SPECIAL WARRANTY DEED
  
  	SPECIAL WARRANTY DEED
  
  THE STATE OF TEXAS	
  KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF HARRIS	
  
  
  THAT, RAYVEST LIMITED PARTNERSHIP, a __________ limited 
  partnership (hereinafter called "Grantor"), for and in 
  consideration of TEN AND NO/100 DOLLARS ($10.00), and other good 
  and valuable consideration to Grantor in hand paid by PARKWAY 
  PROPERTIES, L.P., a limited partnership (hereinafter called 
  "Grantee"), the receipt and sufficiency of which are hereby 
  acknowledged, has GRANTED, SOLD and CONVEYED, and by these 
  presents does GRANT, SELL and CONVEY unto the said Grantee, all 
  that certain lot, tract or parcel of land, together with all 
  improvements thereon, lying and being situated in the County of 
  Harris and State of Texas described on Exhibit A attached 
  hereto, together with all rights and appurtenances thereunto 
  belonging or appertaining, and all rights, titles and interests 
  of Grantor in and to any and all roads, easements, streets and 
  ways within, adjacent or contiguous thereto (hereinafter 
  collectively referred to as the "Property").
  
  This conveyance is subject to the valid and subsisting 
  easements, restrictions, covenants, conditions and outstanding 
  mineral and royalty interests affecting the Property and 
  described on  Exhibit B attached hereto.
  
  TO HAVE AND TO HOLD the Property, together with all and 
  singular the rights and appurtenances thereto in anywise 
  belonging unto the said Grantee, its heirs, executors, legal 
  representatives, successors and assigns forever; and Grantor 
  does hereby bind itself, its heirs, executors, legal 
  representatives, successors and assigns, to WARRANT and FOREVER 
  DEFEND, all and singular the Property unto the said Grantee, its 
  heirs, executors, legal representatives, successors and assigns, 
  against every person whomsoever lawfully claiming or to claim 
  the same or any part thereof by, through or under Grantor, but 
  not otherwise.
  
  
  
  Grantee's address is 
  
  Parkway Properties, L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi  39201	
  
  Current taxes on the Improvements have been prorated and 
  payment thereof is assumed by Grantee.
  
  EXECUTED this ____ day of _________________________, 1997.
  
  GRANTOR:
  
  RayVest Limited Partnership, a 
  ____________ limited partnership
  
  By:______________, its general 
  partner
  
      By:_______________________
      Name:_____________________
      Title:____________________
  
  STATE OF __________
  
  COUNTY OF _________
  
  	(INSERT NOTARY ACKNOWLEDGMENT)
  
  
  _______________________________
  NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  PREPARED BY AND
  AFTER RECORDING RETURN TO:
  
  ____________________________________
  ____________________________________
  ____________________________________
  ____________________________________
  
  
                           EXHIBIT 10.3(b)
  
                               FORM OF
                     BILL OF SALE AND ASSIGNMENT
  
                ASSIGNMENT AND ASSUMPTION AGREEMENT
                         AND BILL OF SALE
   
  This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE 
  ("Assignment"), is made by and between _______________, a 
  ______________ ("Assignor") and Parkway Properties, L.P., a 
  Delaware limited partnership  ("Assignee").
  
  	W I T N E S S E T H:
  
  WHEREAS, by Purchase and Sale Agreement ("Purchase 
  Agreement") dated as of _______, 1997, by and between Assignor 
  and Assignee, Assignor agreed to sell to Assignee certain real 
  property, and the improvements located thereon ("Project") as 
  more particularly described in the Purchase Agreement; and
  
  WHEREAS, the Purchase Agreement provides, inter alia, that 
  Assignor shall assign to Assignee certain contractual and other 
  intangible rights, that Assignee shall assume all of the 
  obligations of Assignor with respect to the property so assigned 
  from and after the date of such assignment, and that Assignor 
  and Assignee shall enter into this Assignment.
  
  NOW, THEREFORE, in consideration of the premises and the 
  mutual covenants herein contained, the parties hereto hereby 
  agree as follows:
  
  1.	Assignment.  Assignor hereby assigns, sets over and 
  transfers to Assignee all tangible and intangible personal 
  property owned by Assignor, located on the real property 
  described on Exhibit A hereto, and used in the ownership, 
  operation and maintenance of such real property including, 
  without limitation, the following (collectively called the 
  "Personal Property"):
  
  (i)	All rights (if any) to use the name "The 
  Raytheon Building" to the extent such rights are 
  assignable without expense to Assignor and only as 
  such rights relate directly to the Project (but 
  Assignor does not represent that it has exclusive 
  rights to use such trade name and Assignor has not 
  registered the same in any manner);
  
  (ii)	The items of personal property described on 
  Exhibit B hereto;
  
  (iii)	The interest of Assignor under the 
  contracts and agreements described on Exhibit C hereto 
  (collectively, the "Contract");
  
  (iv)	The interest of the landlord under the 
  tenant leases encumbering the real property described 
  on Exhibit D hereto (collectively, the "Leases");
  
  (v)	To the extent assignable without expense to 
  Assignor, the interest of Assignor in and to tenant 
  lease files and correspondence relating to the Leases, 
  plans and specifications with respect to the Project, 
  promotional materials with respect to the leasing of 
  space within the Project, warranties and guaranties 
  relating to any of the other property to be conveyed 
  pursuant to the Purchase Agreement, licenses and 
  permits relating to the Project, and all other 
  property to be conveyed pursuant to the Purchase 
  Agreement.
  
  2.	Assignee's Assumption and Indemnification.  Assignee 
  hereby assumes the obligation to pay any and all liabilities and 
  obligations arising or accruing under any of the Contracts and 
  Leases on or after the effective date hereof.  Assignee agrees 
  to indemnify, defend and hold harmless Assignor from any loss, 
  cost, claim, liability, expense or demand of whatever nature 
  under any of the Contracts and Leases above arising or accruing 
  on or after the effective date hereof.
  
  3.	Assignor's Indemnification.  Assignor agrees to 
  indemnify, defend and hold harmless Assignee from any loss, 
  cost, claim, liability, expense or demand of whatever nature 
  under any of the property described in Paragraph 1 above arising 
  or accruing prior to the effective date hereof.  
  
  4.	Special Warranty of Title.  Assignor does hereby bind 
  itself, its legal representatives, successors and assigns, to 
  SPECIALLY WARRANT, and FOREVER DEFEND title to the property 
  conveyed hereby unto Assignee, its legal representatives, 
  successors and assigns, against every person whomsoever lawfully 
  claiming or to claim same or any part thereof, by, through or 
  under Assignor, but not otherwise.
  
  5.	Limitation on Liability.  Notwithstanding anything 
  contained herein to the contrary, Assignor acknowledges and 
  agrees that no limited partner of Assignee, nor any trustee, 
  director, holder of any beneficial interests, shareholder, 
  officer or employee of Assignee or any affiliate of Assignee 
  shall have any personal liability, directly or indirectly, under 
  this Assignment, and Assignor shall have recourse hereunder only 
  against Assignee's assets.
  
  6.	Miscellaneous.  This Assignment and the obligations of 
  the parties hereunder shall survive the closing of the 
  transaction referred to in the Purchase Agreement, shall be 
  binding upon and inure to the benefit of the parties hereto, 
  their respective legal representatives, successors and assigns, 
  shall be governed by and construed in accordance with the laws 
  of the State of Georgia applicable to agreements made and to be 
  wholly performed within said State, and may not be modified or 
  amended in any manner other than by a written agreement signed 
  by the party to be charged therewith.
  
  EXECUTED TO BE EFFECTIVE as of the ______ day of 
  ________________, 1997.
  
  ASSIGNOR:
  
  ______________, a _______________
  
  
  By:______________________________
  Name:____________________________
  Title:___________________________
  
  
  By:______________________________
  Name:____________________________
  Title:___________________________
  
  
  
  
  
  ASSIGNEE:
  
  
  PURCHASER:
  
  PARKWAY PROPERTIES, L.P.
  
  By:  Parkway Properties General 
  Partners, Inc., its sole general 
  partner
  
  
  By:_______________________________
  Name:_____________________________
  Title:____________________________
  
  By:_______________________________
  Name:_____________________________
  Title:____________________________
  
  
  EXHIBIT 10.3(f)
  
                      FORM OF FIRPTA AFFIDAVIT
  
  
  STATE OF _______________	
  KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF ______________	
  
  
  Section 1445 of the Internal Revenue Code provides that a 
  transferee of a U.S. real property interest must withhold tax if 
  the transferor is a foreign person.  To inform  Parkway 
  Properties, L.P., a Delaware limited partnership ("Transferee"), 
  that withholding of tax is not required upon the disposition of 
  a U.S. real property interest by ________________, a 
  _______________ ("Transferor"), the undersigned hereby certifies 
  as follows:
  
  1.	Transferor is not a foreign corporation, foreign 
  partnership, foreign trust or foreign estate (as those 
  terms are defined in the Internal Revenue Code and Income 
  Tax Regulations);
  
  2.	Transferor's U.S. employer identification number is: 
  #______________________;
  
  3.	Transferor's office address is 
  _________________________________________;
  
  Transferor understands that this certification may be 
  disclosed to the Internal Revenue Service by the Transferee and 
  that any false statement contained herein could be punished by 
  fine, imprisonment, or both.
  
  Under penalties of perjury, the undersigned, in the 
  capacity set forth below, hereby declares that he has examined 
  this certification and to the best of his knowledge and belief 
  it is true, correct and complete, and the undersigned further 
  declares that he has authority to sign this document in such 
  capacity.
  
  EXECUTED to be effective as of the ____ day of ___________, 
  1997.
  
  TRANSFEROR:
  __________________________________
  
  
  STATE OF ___________________
  COUNTY OF __________________
  
  	(INSERT NOTARY ACKNOWLEDGMENT)
  
  __________________________________
  NOTARY PUBLIC
  
  My Commission Expires:______________________                    
  [AFFIX NOTARIAL SEAL]
  
   
   
  
   
   
  Page 3 of 77
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 137649}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY PROPERTIES INC", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11533", "film-number": "97731419"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-4647", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES	
  
                  SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
  
                  ----------------------------------
  
                               FORM 8-K
  
                            CURRENT REPORT
  
                   Pursuant to Section 13 or 15(d)
                                of the
                   Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):November 17, 1997 
                                                   -----------------
  
                        PARKWAY PROPERTIES, INC.
  ------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Maryland                     1-11533                  74-2123597 
  ------------------------------------------------------------------
  (State or other      (Commission File Number)        (IRS Employer
  jurisdiction of                                     Identification
  incorporation)                                          Number)   
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  (Address of principal executive offices)                (Zip Code)
  
  Registrant's telephone number, including area code  (601) 948-4091
                                                      --------------
  
  ------------------------------------------------------------------
     (Former name or former address, if changed since last report)
  
                              FORM 8-K
  
                       PARKWAY PROPERTIES, INC.
  
  Item 2.  Acquisition or Disposition of Assets.
   
       On November 17, 1997, Parkway Properties LP, a limited 
  partnership in which Parkway Properties, Inc. is a 99% limited 
  partner and a wholly-owned subsidiary of Parkway Properties, 
  Inc. is a 1% general partner, purchased the Raytheon Office 
  Building in Houston, Texas for $15,980,000 from an unrelated 
  party.  The purchase was funded with advances under bank lines 
  of credit with Deposit Guaranty National Bank at an interest 
  rate of 7.53% and the assumption of an existing $7,958,000 first 
  mortgage.  The Raytheon Office Building is an eight-story 
  building constructed in 1983 containing approximately 148,000 
  net rentable square feet.  The building offers 736 parking 
  spaces with 494 spaces located within a six-story parking garage 
  next to the building. The Raytheon Building is located on 3.9 
  acres at 1250 West Sam Houston Parkway South in West Houston. 
  The building is 100% leased with Raytheon Engineers and 
  Constructors, Inc. occupying 147,000 square feet under a lease 
  that expires in December 2005.
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
            The following audited financial statement of the 
  Raytheon Building for the year ended December 31, 1996 is 
  attached hereto. Also included is the unaudited financial 
  statement for the nine months ended September 30, 1997.
  
                                                               Page
                                                               ----
       Report of Independent Auditors                             4
       Statement of Rental Revenue and          
         Direct Operating Expenses                                5
       Notes to Statement of Rental Revenue           
         and Direct Operating Expenses                            6
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The following unaudited Pro Forma Consolidated Financial 
  Statements are attached hereto.
  
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)         8
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of September 30, 1997                                     10
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1996                         11
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Nine Months Ended September 30, 1997                 12
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                       13
  
       (c)  Exhibits.
  
       (10)	 Purchase and Sale Agreement between RayVest Limited 
  Partnership, a Texas limited partnership ("Seller") and Parkway 
  Properties, L.P., a Delaware limited partnership ("Purchaser") 
  dated September 17, 1997.  Parkway agrees to furnish 
  supplementally to the Securities and Exchange Commission on 
  request a copy of any omitted schedule or exhibit to this 
  agreement.
  
                    Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We have audited the accompanying statement of rental revenue and 
  direct operating expenses of Raytheon Building for the year ended 
  December 31, 1996. This statement is the responsibility of 
  management.  Our responsibility is to express an opinion on this 
  statement based on our audit.
  
  We conducted our audit in accordance with generally accepted 
  auditing standards.  Those standards require that we plan and 
  perform the audit to obtain reasonable assurance about whether the 
  statement of rental revenue and direct operating expenses is free 
  of material misstatement.  An audit includes examining, on a test 
  basis, evidence supporting the amounts and disclosures in the 
  statement.  An audit also includes assessing the accounting 
  principles used and significant estimates made by management, as 
  well as evaluating the overall statement presentation.  We believe 
  that our audit provides a reasonable basis for our opinion.
  
  The accompanying statement was prepared for the purpose of 
  complying with the rules and regulations of the Securities and 
  Exchange Commission for inclusion in Form 8-K of Parkway 
  Properties, Inc., as described in Note 2, and is not intended to 
  be a complete presentation of Raytheon Building revenue and 
  expenses. 
  
  In our opinion, the statement of rental revenue and direct 
  operating expenses referred to above presents fairly, in all 
  material respects, the rental revenue and direct operating 
  expenses described in Note 2 of Raytheon Building for the year 
  ended December 31, 1996, in conformity with generally accepted 
  accounting principles.
  
  We have compiled the accompanying statement of rental revenue and 
  direct operating expenses of Raytheon Building for the nine months 
  ended September 30, 1997 in accordance with the Statement on 
  Standards for Accounting and Review Services issued by the 
  American Institute of Certified Public Accountants. A compilation 
  is limited to presenting in the form of a financial statement 
  information that is the representation of management.  We have not 
  audited or reviewed the statement of rental revenue and direct 
  operating expenses of Raytheon Building for the nine months ended 
  September 30, 1997 and, accordingly, do not express an opinion or 
  any other form of assurance on the statement.
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  November 11, 1997
  
                            Raytheon Building
  
                       Statement of Rental Revenue
                      and Direct Operating Expenses
  
                                 Year Ended       Nine Months Ended
                              December 31, 1996   September 30, 1997 
                             ------------------   ------------------
                                                      (unaudited)
  
  Rental revenue:
   Minimum rents ...............  $2,224,767         $1,668,575
   Reimbursed charges and
     other income...............     538,197            403,650
                                  ----------         ----------
                                   2,762,964          2,072,225
                                  ----------         ----------
  
  Direct operating expenses
   (Note 2):
    Utilities...................     305,857            225,917
    Real estate taxes...........     191,506            143,630
    Maintenance services
      and supplies..............     169,060             80,608
    Janitorial services
      and supplies..............     147,675            109,245
    Management fees (Note 3)....      71,771             65,086
    Salaries....................     122,643	            92,929
    Insurance...................      25,181             15,203
    Security service............     179,959            157,593
    Administrative and
      miscellaneous expenses....      62,506             28,673
                                  ----------         ----------
                                   1,276,158            918,884
                                  ----------         ----------
  Excess of rental revenue over
    direct operating expenses...	 $1,486,806         $1,153,341
                                  ==========         ==========
  
                         See accompanying notes.
  
                           Raytheon Building
  
                  Notes to Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1996
  
  1.  Organization and Significant Accounting Policies
  
      Description of Property
  
      A limited partnership in which Parkway Properties, Inc. is a 
  99% limited partner and a wholly-owned subsidiary is a 1% general 
  partner expects to complete the acquisition of Raytheon Building 
  (the "Building") in Houston, Texas effective November 17, 1997 
  from an unrelated party.  The eight story building located in 
  Houston, Texas and contains approximately 148,000 (unaudited) 
  rentable square feet.
  
      Rental Income
  
      Minimum rents from leases are accounted for ratably over the 
  term of each lease.  Tenant reimbursements are recognized as 
  income as the applicable services are rendered or expenses 
  incurred.
  
      The future minimum rents on noncancelable operating leases at 
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997         $ 2,313,000
                          1998           2,313,000
                          1999           2,313,000
                          2000           2,304,000
                          2001           2,300,000   
                       Thereafter        9,201,000
                                       -----------
                                       $20,744,000
                                       ===========
  
      The above amounts do not include tenant reimbursements for 
  utilities, taxes, insurance and common area maintenance.
  
      One tenant, whose lease expires December 31, 2005, accounted 
  for approximately 99% of the Building's rental revenue for the 
  year ended December 31, 1996 and the nine months ended September 
  30, 1997 (unaudited).
  
  2.  Basis of Accounting
  
      The accompanying statement of rental revenue and direct 
  operating expenses is presented on the accrual basis.  The 
  statement has been prepared in accordance with the applicable 
  rules and regulations of the Securities and Exchange Commission 
  for real estate properties acquired.  Accordingly, the statement 
  excludes certain expenses not comparable to the proposed future 
  operations of the building such as depreciation and mortgage 
  interest expense.  Management is not aware of any material factors 
  relating to the Building that would cause the reported financial 
  information not be necessarily indicative of future operating 
  results.
  
  3.  Management Fee
  
      Management fees of approximately 3% of revenues received from 
  the operations of the Building were paid to an unrelated 
  management company.
  
                       PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet 
  as of September 30, 1997 and pro forma consolidated statements of 
  income of Parkway Properties, Inc. ("Parkway") for the year ended 
  December 31, 1996 and nine months ended September 30, 1997 give 
  effect to the recent purchases of Parkway for the periods stated. 
  The pro forma consolidated financial statements have been prepared 
  by management of Parkway based upon the historical financial 
  statements of Parkway and the adjustments and assumptions in the 
  accompanying notes to the pro forma consolidated financial 
  statements.
  
       The pro forma consolidated balance sheet sets forth the 
  effect of Parkway's purchases of Hightower Centre and Raytheon 
  Building as well as the placement of non-recourse mortgage debt on 
  BB&T, as if they had been consummated on September 30, 1997.
  
       The pro forma consolidated statements of income sets forth 
  the effects of Parkway's purchases of the following buildings as 
  if they had been consummated on January 1, 1996.  
  
  BUILDING                            DATE OF PURCHASE
  
  Raytheon Building                       11/17/97
  Hightower Centre                        10/01/97
  Morgan Keegan Tower                     09/30/97
  First Tennessee Plaza                   09/18/97
  Fairway Plaza                           08/12/97
  NationsBank Tower                       07/31/97
  Lakewood II                             07/10/97
  Sugar Grove                             05/01/97
  Vestavia Centre                         04/04/97
  Meridian                                03/31/97
  Charlotte Park Executive Center         03/18/97
  Courtyard at Arapaho                    03/06/97
  Ashford II                              01/28/97          
  Forum II & III                          01/07/97
  Tensor                                  10/31/96   
  BB&T Financial Center                   09/30/96
  Falls Pointe                            08/09/96 
  Roswell North                           08/09/96
  Cherokee                                07/09/96
  Courthouse                              07/09/96
  400 Northbelt                           04/15/96
  Woodbranch                              04/15/96
  One Park 10 Plaza                       03/07/96
  
                      PARKWAY PROPERTIES, INC.
  
       Pro Forma Consolidated Financial Statements (continued)
                            (Unaudited)
  
       In addition to the purchases listed above, the pro forma 
  consolidated statements of income set forth the effect of the May 
  31, 1996 sale of 157 mortgage loans, the placement of non-recourse
  mortgage debt on certain properties acquired during 1995 and 1996 
  or assumed in the purchases, the December 24, 1996 sale of the 
  Virginia Beach mortgage loan, the sale of 2,012,500 shares of 
  common stock on January 22, 1997 and the sale of 3,000,000 shares 
  of common stock on September 24, 1997 as if all the transactions 
  had occurred January 1, 1996.
  
       These pro forma consolidated financial statements may not be 
  indicative of the results that actually would have occurred if the 
  purchases, sales and/or financings had been in effect on the dates 
  indicated or which may be obtained in the future.  The pro forma 
  consolidated financial statements should be read in conjunction 
  with the consolidated financial statements and notes of Parkway 
  included in its annual report on Form 1O-KSB for the year ended 
  December 31, 1996.
  
                    	PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                      	PRO FORMA CONSOLIDATED BALANCE SHEET
                               	September 30, 1997
                                   (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments:
     Office buildings.............$310,130   $ 22,680(1-2)$332,810
     Land held for development....   1,721          -        1,721
     Accumulated depreciation..... (12,073)         -      (12,073)
                                  --------   --------     --------
                                 	 299,778     22,680      322,458
     Real estate held for sale:
       Land.......................   4,687          -        4,687
       Operating properties.......   1,497          -        1,497
       Other non-core 
       real estate assets.........      58          -           58
     Mortgage loans...............     307          -          307
     Real estate partnership......     322          -          322
                                  --------   --------     --------
                                   306,649     22,680      329,329
   Interest, rents receivable 
     and other assets.............   7,365          -        7,365
   Cash and cash equivalents......     486        278          764
                                  --------   --------     --------
                                  $314,500   $ 22,958     $337,458
                                  ========   ========     ========
  Liabilities
  Notes payable to banks..........$  8,200   $      -     $  8,200
  Mortgage notes payable
    without recourse..............  67,960     22,958(2,3)  90,918
  Accounts payable and other 
    liabilities...................  10,692          -       10,692
                                  --------   --------     --------
                                    86,852     22,958      109,810
                                  --------   --------     --------
  Stockholders' Equity
  Common stock, $.001 par value, 
    70,000,000 shares authorized, 
    9,307,988 shares issued in
    1997..........................       9          -            9
  Additional paid-in capital...... 199,018          -      199,018
  Retained earnings...............  28,621          -       28,621
                                  --------   --------     --------
                                   227,648          -      227,648
                                  --------   --------     --------
                                  $314,500   $ 22,958     $337,458
                                  ========   ========     ========
                       See accompanying notes
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 1996
                              (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(4) Pro Forma
                                ---------- -------------- ---------
                              (In thousands, except per share data)
  Revenues 
  Income from office properties...$18,840    $40,060(a)   $58,900
  Income from other real estate 
    properties....................  1,773          -        1,773
  Interest on mortgage loans......  1,740     (1,384)(d)      356
  Management company income.......    784          -          784
  Interest on investments.........    500          -          500
  Dividend income.................    118          -          118
  Deferred gains and other income.    324          -          324
  Gains on real estate held 
    for sale and mortgage loans...  9,909          -        9,909
  Gain on securities..............    549          -          549
                                  -------    -------      -------
                                   34,537     38,676       73,213
                                  -------    -------      -------
  Expenses
  Office properties                                  
    Operating expense.............  8,466     18,840 (a)   27,306
    Interest expense..............  3,526      3,900 (c)    7,426
    Depreciation and amortization.  2,444      5,400 (a)    7,844
    Minority interest.............    (28)         -          (28)
  Other real estate properties
    Operating expense.............  1,379          -        1,379
  Interest expense
    Notes payable to banks........    281          -          281
    Notes payable on wrap 
      mortgages...................    340       (340)(e)        -
  Management company expense......    673          -          673
  General and administrative......  2,982          -        2,982
                                  -------    -------      -------
                                   20,063     27,800       47,863 
                                  -------    -------      -------
  Income before income taxes...... 14,474     10,876       25,350
  Income tax expense..............    103          -          103
                                  -------    -------      -------
  Net income......................$14,371    $10,876      $25,247
                                  =======    =======      =======
  Net income per share............$  3.92                 $  2.91(5)
                                  =======                 =======
  Weighted average shares 
    outstanding...................  3,662                   8,674
                                  =======                 =======
  
                        See accompanying notes
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                               (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(4) Pro Forma
                                ---------- -------------- ---------
                               (In thousands, except per share data)
  Revenues 
  Income from office properties...$29,939    $16,541 (b)   $46,480
  Income from other real estate 
    properties....................    564          -           564
  Interest on mortgage loans......     47          -            47
  Management company income.......    398          -           398
  Interest on investments.........    363          -           363
  Dividend income.................    323          -           323
  Deferred gains and other income.    100          -           100
                                  -------    -------       -------
                                   31,734     16,541        48,275
                                  -------    -------       -------
  Expenses
  Office properties                                  
    Operating expense............. 12,678      7,614 (b)    20,292
    Interest expense:
      Contractual.................  3,856      1,600 (c)     5,456
      Amortization of loan cost...     68          -            68
    Depreciation and amortization.  3,795      2,231 (b)     6,026
    Minority interest.............     59          -            59 
  Other real estate properties
    Operating expense.............    361          -           361
  Interest expense on bank notes:
    Contractual...................    657          -           657
    Amortization of loan costs....    126          -           126
    Interest expense on wrap
      mortages....................      -          -             -
  Management company expense......    260          -           260
  General and administrative......  2,540          -         2,540
                                  -------    -------       -------
                                   24,400     11,445        35,845 
                                  -------    -------       -------
  Income before gains.............  7,334      5,096        12,430
                                  -------    -------       -------
  Gain on sales
  Gain on real estate held for 
    Sale and mortgage loans.......  1,091          -         1,091
                                  -------    -------       -------
  Net income......................$ 8,425    $ 5,096       $13,521
                                  =======    =======       =======
  Net income per share............$  1.36                  $  1.48
                                  =======                  =======
  Weighted average shares 
    outstanding...................  6,182                    9,116
                                  =======                  =======
                        See accompanying notes
  
                      PARKWAY PROPERTIES, INC.
       
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1. On October 1, 1997, the Company purchased Hightower Centre in 
  Atlanta, Georgia for $6,700,000 from an unrelated party.  
  Hightower Centre consists of two multi-story buildings 
  containing 78,199 rentable square feet with 332 parking 
  spaces.
  
  2. On November 12, 1997, the Company received funds totaling 
  $15,000,000 from the placement of non-recourse mortgage debt 
  on the BB&T office building in Winston-Salem, North Carolina. 
  The loan fully amortizes over a 15-year period at an interest 
  rate of 7.3%.
  
  3. On November 17, 1997, the Company purchased the Raytheon 
  Building in Houston, Texas for $15,980,000, which included 
  the assumption of an existing $7,958,000 first mortgage, 
  from an unrelated party.  Raytheon is an eight-story 
  building constructed in 1983 containing approximately 
  148,000 net rentable square feet with 736 parking spaces 
  with 494 spaces located within a six-story parking garage.
  
  4.	The pro forma adjustments to the Consolidated Statement of 
  Income for the year ended December 31, 1996 and nine months 
  ended September 30, 1997 set forth the effects of Parkway's 
  purchase of the following as if they had been consummated on 
  January 1, 1996.  
  
  BUILDING                            DATE OF PURCHASE
       
  Raytheon Building                       11/17/97
  Hightower Centre                        10/01/97
  Morgan Keegan Tower                     09/30/97
  First Tennessee Plaza                   09/18/97
  Fairway Plaza                           08/12/97
  NationsBank Tower                       07/31/97
  Lakewood II                             07/10/97
  Sugar Grove                             05/01/97
  Vestavia Centre                         04/04/97
  Meridian                                03/31/97
  Charlotte Park Executive Center         03/18/97
  Courtyard at Arapaho                    03/06/97
  Ashford II                              01/28/97
  Forum II & III                          01/07/97
  Tensor                                  10/31/96
  BB&T Financial Center                   09/30/96
  Falls Pointe                            08/09/96
  Roswell North                           08/09/96
  Cherokee                                07/09/96
  Courthouse                              07/09/96
  400 Northbelt                           04/15/96
  Woodbranch                              04/15/96
  One Park 10 Plaza                       03/07/96
  
  	In addition to the purchases listed above, the adjustments 
  on the pro forma consolidated statements of income set 
  forth the effect of the May 31, 1996 sale of 157 mortgage 
  loans, the December 24, 1996 sale of the Virginia Beach 
  mortgage loan and the placement of non-recourse mortgage 
  debt on certain properties acquired during 1995 and 1996 or 
  assumed in the purchases as if the transactions occurred 
  January 1, 1996. These pro forma adjustments are detailed 
  below by property for the year ended December 31, 1996 and 
  nine months ended September 30, 1997.
  
  	The effect on income and expenses from real estate 
  properties due to the above purchases are as follows:
  
  	(a)  For the year ended December 31, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate     Operating     Depreciation
                         Properties       Expense         Expense
                         -----------   -------------   ------------
  	One Park 10      $    299,000   $     160,000    $    25,000
     400 North Belt
     & Woodbranch      1,036,000         551,000         92,000
  	Cherokee &
  	  Courthouse
  	  Road Bldgs.         917,000         480,000        124,000
  	Falls Pointe &
  	  Roswell North     1,161,000         439,000        191,000
  	BB&T Financial
  	  Center            3,072,000       1,055,000        413,000
   Tensor                810,000         530,000         64,000
   Forum II & III      2,749,000       1,331,000        370,000
   Charlotte Park      2,616,000       1,180,000        333,000
   Ashford II            649,000         441,000         50,000
  	Courtyard at
  	  Arapaho           2,196,000         948,000        340,000
  	Meridian              843,000         503,000        236,000
   Vestavia              878,000         394,000        105,000
   Sugar Grove         1,082,000         643,000        174,000
  	Lakewood II         1,915,000         839,000        259,000
  	NationsBank Tower   4,094,000       1,782,000        464,000
  	Fairway Plaza       1,408,000         682,000        151,000
  	First Tennessee
  	  Plaza             5,958,000       3,083,000        675,000
  	Morgan Keegan
  	  Tower             4,633,000       2,093,000        823,000
  	Hightower Centre      981,000         430,000    		  151,000
   Raytheon Building   2,763,000       1,276,000        360,000
                     -----------     -----------     ----------
                     $40,060,000     $18,840,000     $5,400,000
  	                  ===========     ===========     ==========
  
  	Depreciation is provided by the straight-line method over the 
  estimated useful lives of the buildings (40 years).
  	 
  	(b)  For the nine months ended September 30, 1997:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
  	Charlotte Park    $   505,000    $   208,000    $    69,000
   Ashford II             54,000         37,000          4,000
  	Courtyard at
  	  Arapaho             366,000        164,000         58,000
  	Meridian              354,000        123,000         59,000
   Vestavia              240,000         91,000         26,000
   Sugar Grove           309,000        165,000         43,000
  	Lakewood II           977,000        447,000        129,000
  	NationsBank Tower   2,392,000      1,003,000        271,000
  	Fairway Plaza         859,000        379,000         94,000
  	First Tennessee
  	  Plaza             4,253,000      2,080,000        477,000
  	Morgan Keegan
  	  Tower             3,327,000      1,665,000        618,000
  	Hightower Centre      833,000        333,000        113,000
   Raytheon Building   2,072,000        919,000        270,000
                     -----------    -----------    -----------
  	                  $16,541,000    $ 7,614,000    $ 2,231,000
  	                  ===========    ===========    ===========
  
  	Depreciation is provided by the straight-line method over the 
  estimated useful lives of the buildings (40 years).
  
  (c) Pro forma interest expense on real estate owned reflects 
  the non-recourse debt placed on certain buildings 
  acquired during 1995 and 1996 and debt assumed upon 
  purchase at the actual amounts and rates by property as 
  if placed January 1, 1996 and is detailed below.
  
                                                 Nine
  	Property/Placement             Year Ended Months Ended
  	    Date/Rate          Debt     12/31/96    9/30/97
  	------------------ ----------- ---------- ------------
  	IBM Building
  	  2/96 7.78%       $ 4,800,000 $   41,000 $     -
  
  	Waterstone
  	  6/96 8.00%         5,620,000    185,000       -
  
   One Park 10
  	  7/96 8.35%         4,700,000    196,000       -
  
  	400 North Belt &
  	  Woodbranch
  	  7/96 8.25%        10,000,000    412,000       -
       
   Falls Pointe & 
     Roswell North
     12/96 8.375%       9,850,000    766,000       -
  
  	Lakewood II*
  	  7/97 8.08%         6,910,000    558,000     294,000
  
   BB&T
     11/97 7.3%        15,000,000  1,095,000     821,000
  
   Raytheon Building*
     11/97 8.125%       7,958,000    647,000     485,000
                                  ---------- -----------
                                  $3,900,000  $1,600,000
                                  ========== ===========
  
  	*Assumed in purchase.
  
  (d)	The January 1, 1996 pro forma effect of the sale of 157 
  mortgage loans on May 31, 1996 and the December 24, 1996 
  sale of the Virginia Beach mortgage loan is as follows:
  
                                        Year Ended
                                         12/31/96
                                       ------------
         	Interest Income:
          		Mortgage loans             $(1,384,000)
  
  (e) The pro forma effect of the sale of the Virginia Beach 
  mortgage loan on interest expense on notes payable on 
  wrap mortgages for the year ended December 31, 1996 is 
  a decrease of $340,000.
  
  5.   The pro forma earnings per share for the year ended December 
  31, 1996 and the nine months ended September 30, 1997 reflect 
  the sale of 2,012,500 shares of common stock under its 
  existing shelf registration on January 22, 1997 and the sale 
  of 3,000,000 shares of common stock on September 24, 1997.
  
  6.	No additional income tax expenses were provided because of 
  the Company's net operating loss carryover and status as a 
  REIT.
  
  7.	All per share information for the year ended December 31, 
  1996 has been restated to reflect a 3 for 2 common stock 
  split effected as a dividend of one share for every two 
  shares outstanding on April 30, 1996 as well as the June 14, 
  1996 private placement of 1,140,000 shares as if both 
  transactions had occurred January 1, 1996.
  
                              FORM 8-K
  
                       PARKWAY PROPERTIES, INC.
  
                             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:  December 2, 1997             PARKWAY PROPERTIES, INC.
  	
                                      BY:	/s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer, 
                                           Treasurer and Secretary	
  		
  
   
  
                     PURCHASE AND SALE AGREEMENT
  
                               between
  
                     RAYVEST LIMITED PARTNERSHIP
  	
                                 and
  
                       PARKWAY PROPERTIES, L.P.
  
                         SEPTEMBER 17, 1997
  
                     PURCHASE AND SALE AGREEMENT
  
  This Purchase and Sale Agreement ("Agreement") is made and 
  entered into on or as of the Effective Date (as defined in 
  Section 13.20), by and between RayVest Limited Partnership, a 
  Texas limited partnership ("Seller") and Parkway Properties, 
  L.P., a Delaware limited partnership ("Purchaser").
  
  WHEREAS, Seller is the owner of a parcel of land located at 
  1250 West Sam Houston Parkway South, Houston, Harris County, 
  Texas, as more specifically described on Exhibit 1.2(a) attached 
  hereto (the "Land"); and 
  
  WHEREAS, there are certain real property improvements in, 
  on or under the Land consisting principally, but not 
  exclusively, of an office building known as "The Raytheon 
  Building" (collectively, the "Improvements"); and
  
  WHEREAS, Seller desires to sell, transfer, assign and 
  convey to Purchaser, and Purchaser desires to purchase and 
  acquire from Seller all of Seller's right, title and interest in 
  and to the Land, Improvements, and the Personal Property (as 
  defined below) pursuant to the terms and conditions set forth 
  herein.
  
  NOW, THEREFORE, in consideration of the premises, and the 
  mutual covenants, agreements, representations and warranties 
  contained in this Agreement, and intending to be legally 
  obligated, Purchaser and Seller agree as follows:
  
                             ARTICLE 1
  
                         PURCHASE AND SALE
  
  1.1  Purchase and Sale.  Subject to the provisions of, and 
  on the basis of the covenants, agreements, representations and 
  warranties contained in this Agreement, Seller agrees to sell, 
  transfer, assign and convey all of its right, title and interest 
  in and to the Real Property and the Personal Property, as each 
  are defined below (collectively referred to as the "Project") to 
  Purchaser, and Purchaser agrees to purchase and acquire the 
  Project from Seller (this "Transaction").
  
   	1.2  Real Property Identified.  As used herein, the "Real 
  Property" shall mean:
  
  (a)  Description of Land.  The real estate described 
  in Exhibit 1.2(a) attached hereto (the "Land").
  
  (b)  Description of Improvements.  The Improvements, 
  including The Raytheon Building, Houston, Harris County, 
  Texas containing approximately 147,000 rentable square 
  feet, together with all building materials, fixtures, 
  heating, ventilation and air conditioning systems, 
  canopies, sidewalks, walkways, planters and landscape 
  materials, and all other real property improvements owned 
  by Seller and located in, on or under the Land or related 
  to, used or available for use in the ownership, conduct, 
  operation or maintenance of the Real Property.  
  
  (c)  Rights and Appurtenances.  All and singular, the 
  rights and appurtenances pertaining to the Real Property, 
  including, but not limited to, any right, title and 
  interest of Seller in and to adjacent streets, roads, 
  alleys, easements and rights-of-way.  
  
  1.3  Personal Property Identified.  As used herein, the 
  "Personal Property" shall mean:
  
  (a)  Description of Tangible Personal Property.  The 
  tangible Personal Property consists of all  tangible 
  personal property located on or attached to the Real 
  Property and owned by Seller and used or available for use 
  by Seller in the ownership, operation and/or management of 
  the Real Property and in the repair, operation and 
  maintenance of the Project, including, without limitation, 
  all of Seller's right, title and interest in all equipment, 
  tools, machinery, furniture, furnishings, office and other 
  supplies, inventories, spare parts and other tangible 
  personal property located on or attached to the Real 
  Property.  The tangible Personal Property specifically 
  excludes all tangible personal property located in any 
  management office at the Real Property which is owned by a 
  third party.  The tangible Personal Property is generally 
  described on Exhibit 1.3 attached hereto.
  
  (b)  Description of Intangible Personal Property.  The 
  intangible Personal Property consists of all intangible 
  personal property owned by Seller and used by Seller in 
  connection with the operation and/or management of the Real 
  Property and in the repair, operation and maintenance of 
  the Project and includes, without limitation, (i) all 
  assignable guarantees and warranties (including those 
  pertaining to construction of the Project, if any); (ii) 
  all assignable licenses and other permits relating to the 
  Project or the operation thereof; (iii) all assignable 
  contracts, agreements and contract rights; (iv) rights, if 
  any, to use the name "The Raytheon Building" on a non-
  exclusive basis with respect to the Project only; and (v) 
  all leases, tenancies and rental agreements or arrangements 
  with tenants (collectively "Leases" or any one individually 
  "Lease") and security, damage and other deposits and 
  payments which have been collected by Seller with respect 
  to the Leases and not retained by Seller in accordance with 
  the terms of the Leases (collectively "Deposits").  
  
                             ARTICLE 2
  
                          PURCHASE PRICE
  
  2.1  Escrow Deposit.  (a) Purchaser shall within two (2) 
  business days following the Effective Date deliver to Texas 
  State Title Company, attention:  R. G. Cochran ("Title Company") 
  the sum of  ONE HUNDRED THOUSAND AND NO/100 DOLLARS 
  ($100,000.00) ("Escrow Deposit") in lawful funds of the United 
  States of America.  If Purchaser elects in writing not to 
  proceed with this transaction prior to the conclusion of the 
  Inspection Period or elects to terminate this Agreement pursuant 
  to the express provisions hereof, then Title Company shall 
  refund to Purchaser the Escrow Deposit and all interest accrued 
  thereon.  If Purchaser shall fail to terminate this transaction 
  prior to the conclusion of the Inspection Period, the Escrow 
  Deposit and all interest thereon, shall become non-refundable to 
  Purchaser except in the case:  (i)  Seller's default; (ii) the 
  non-satisfaction of the conditions set forth in Section 10.1; or 
  (iii)  except as otherwise set forth herein, but shall be 
  credited toward the Purchase Price upon Closing.  Title Company 
  is hereby instructed to invest the Escrow Deposit in an FDIC 
  insured interest bearing account in the name of Purchaser.  
  Purchaser's taxpayer identification number is 72-1344324.  
  Purchaser and Seller hereby acknowledge and agree that all 
  accrued interest on the deposit shall be credited to Purchaser, 
  provided, however, in the event that this transaction does not 
  Close due to an event of default by Purchaser and through no 
  event of default of Seller unless Seller's performance is 
  excused due to a prior default of Purchaser, the Escrow Deposit 
  and all accrued interest thereon shall be delivered to Seller as 
  herein set forth.
  
  (b)  The sole responsibility of Title Company shall be to 
  hold and disburse the Escrow Deposit in accordance with the 
  terms of this Agreement and, if a dispute shall arise with 
  respect to the disposition of the Escrow Deposit, the Title 
  Company may continue to hold such funds until receipt of written 
  instructions acknowledged and agreed to by Purchaser and Seller 
  or may deposit such funds with a court of competent jurisdiction 
  of Harris County, Texas and interplead the Purchaser and Seller 
  in connection therewith.
  
  2.2  Purchase Price.  Seller agrees to sell, and Purchaser 
  agrees to purchase, the Project for a total purchase price equal 
  to FIFTEEN MILLION FIVE HUNDRED THOUSAND AND  NO/100 DOLLARS 
  ($15,500,000.00) ("Purchase Price"), plus or minus prorations 
  and other adjustments provided by this Agreement, upon and in 
  accordance with the terms and conditions of this Agreement.  
  Subject to the provisions hereof and at Purchaser's sole option, 
  payment of a portion of the Purchase Price may be evidenced by 
  assumption of the "Existing Indebtedness" (as defined below), 
  such payment shall equal the amount of the outstanding principal 
  balance of the existing note. The balance of the Purchase Price, 
  plus or minus prorations, shall be paid in immediately available 
  funds at Closing.
  
  Subject to Purchaser's review of all loan documents 
  relating to the Existing Indebtedness and of any required 
  assumption documents, Purchaser may at its election assume 
  Seller's obligations under the Loan Documents (as defined below) 
  at Closing.  Purchaser agrees to use reasonable efforts to 
  cooperate with Lender in the assumption of the Existing 
  Indebtedness and to secure the release of Seller of its 
  liability under the Loan Documents.  Seller acknowledges that 
  Purchaser retains the right to request certain modifications 
  and/or alterations to the Loan Documents (and to any assumption 
  documents required by Lender) prior to its assumption thereof.  
  In the event Lender is unwilling to allow Purchaser to assume 
  the Existing Indebtedness on terms acceptable to Purchaser, then 
  Purchaser may, in its sole and absolute discretion, terminate 
  this Agreement, and receive a return of the Escrow Deposit 
  together with all interest accrued thereon.  In the event Lender 
  is unwilling to release Seller from the Existing Indebtedness 
  and all other liability under the Loan Documents, then Seller 
  may, in its sole and absolute discretion, terminate this 
  Agreement, in which case, the Escrow Deposit together with all 
  interest thereon will be refunded to Purchaser and Seller shall 
  reimburse Purchaser for its reasonable out-of-pocket expenses 
  incurred in investigation of the Project in an amount not to 
  exceed Thirty Thousand Dollars ($30,000.00) and, thereafter, 
  neither Seller nor Purchaser will have any further obligations 
  hereunder.
  
  2.3  Independent Consideration.  Seller and Purchaser 
  acknowledge and agree that One Hundred and No/100 Dollars 
  ($100.00) of the Escrow Deposit shall be paid to Seller if this 
  Agreement is terminated for any reason (the "Independent 
  Contract Consideration").  Moreover,  Seller and Purchaser 
  acknowledge and agree that the Independent Contract 
  Consideration has been bargained for and agreed to as additional 
  consideration for Seller's execution and delivery of this 
  Agreement.  At Closing (defined below) the Independent Contract 
  Consideration shall be applied to the Purchase Price.  In the 
  event this Agreement is terminated for any reason, Seller shall 
  be entitled to the Independent Contract Consideration.
  
                              ARTICLE 3
  
                           ESCROW; CLOSING
  
  3.1  Escrow Agent.  Title Company is authorized and 
  instructed to act as escrow agent pursuant to the terms of this 
  Agreement.  By execution of the acknowledgment attached hereto, 
  Title Company acknowledges receipt of the Escrow Deposit.  
  Purchaser and Seller shall execute any additional escrow 
  instructions reasonably required by Title Company to complete 
  the transactions provided for herein provided that such 
  instructions are not inconsistent with the terms of this 
  Agreement.
  
  3.2  Closing.  Closing shall be on such date and location 
  as mutually agreed to by Purchaser and Seller (hereafter 
  referred to as "Closing Date" or "Closing") provided, however, 
  in no event shall the Closing Date be more than fifteen (15) 
  calendar days after the end of the Inspection Period.  
  
  3.3  Closing Costs.  
  
  (a)  Seller's Payments.  Seller shall pay the cost and 
  expenses, if any, of (i) the title search and title 
  insurance commitment for the owner's title insurance 
  policy; (ii) the premium for the owner's extended coverage 
  title policy and the cost of applicable endorsements 
  waiving the survey and mechanics'/materialmen's lien 
  exceptions; (iii) the fees for recording the deed conveying 
  the Real Property; (iv) the survey, (v) any transfer tax, 
  documentary stamp tax or similar tax which becomes payable 
  by reason of the transfer of the Project; and (vi) one-half 
  of any escrow fees charged by Title Company, if any.
  
  (b)  Purchaser's Payments.  Purchaser shall pay the 
  cost and expenses, if any, of  (i) the cost of any 
  endorsements as Purchaser may obtain to the title insurance 
  policy (other than deletion of the survey or 
  mechanics'/materialmen's lien exception); and (ii) one-half 
  of any escrow fees charged by Title Company, if any.
  
  (c)  Other Costs.  Each party will pay all its own 
  expenses incurred in connection with this Agreement and the 
  transactions contemplated hereby, including, without 
  limitation (i) all costs and expenses stated herein to be 
  borne by a party, and (ii) all of their respective 
  consulting, accounting, investigation, legal and appraisal 
  fees.
  
  3.4  Prorations.  The following prorations shall be made 
  effective as of the Closing Date and, to the extent possible, 
  shall be made tentatively at Closing:
  
  (a)  Proration Date.  All prorations shall be made as 
  of 12:01 a.m., according to the time zone in which the 
  Project is located, on the Closing Date, as if Purchaser 
  were vested with title to the Project during the entire 
  Closing Date.
  
  (b)  Rents.  All rents under the Leases for the month 
  in which Closing occurs which are actually received by 
  Seller shall be prorated as of the Closing Date.  All 
  advance payments of rents, other than for the month in 
  which Closing occurs, and all Deposits shall be paid by 
  Seller to Purchaser at Closing.  Delinquent rents and 
  additional rents owed for the month during which Closing 
  occurs (for the pro rata period of Seller's ownership of 
  such Project) or prior to the month during which the 
  Closing takes place shall remain the property of Seller, 
  and Purchaser shall use reasonable efforts (not to include 
  commencing any eviction action or other litigation to 
  collect such delinquency) to collect such delinquent rents 
  and additional rents for the benefit of Seller and shall 
  cooperate with Seller in the collection of any such 
  delinquent rents and additional rents.  Seller shall retain 
  the right to pursue all remedies (excluding eviction of 
  tenants) against tenants from whom Purchaser is unable to 
  collect such delinquent rents and additional rents despite 
  reasonable efforts.  All rent received by Purchaser after 
  the Closing Date shall be applied first to current rentals 
  and then to delinquent rentals, if any, in the inverse 
  order of maturity.
  
  (c)  Additional Rents.  Seller and Purchaser 
  acknowledge and agree that certain additional rents are 
  collected on an estimated basis and are attributable to 
  percentage rents, expense escalation reimbursements, 
  operating expense pass throughs and/or common area 
  maintenance reimbursements.  The parties further agree to 
  credit any difference in the amounts collected as compared 
  to the actual expenses associated therewith to the 
  applicable party effective as of the Closing Date.
  
  (d)  Taxes.  Ad valorem and personal property taxes 
  and assessments against the Project for the year of Closing 
  shall be prorated between Seller and Purchaser as of the 
  Closing Date.  If actual taxes are unknown, they shall be 
  prorated based upon the best available information from the 
  local taxing authority.  To the extent that the actual 
  taxes for the current year differ from the amounts so 
  apportioned at Closing, Seller and Purchaser shall make all 
  necessary adjustments by appropriate payments between 
  themselves following Closing.
  
  (e)  Utilities.  Charges for utilities serving the 
  Project shall be determined as of the day preceding the 
  Closing Date, and Seller shall pay the amount of the 
  utility charges to such date to the utility companies 
  involved or to Purchaser in the event Purchaser is 
  responsible for the payment of such utility charges.  All 
  utility deposits of Seller shall belong to Seller.
  
  (f)  Contract Charges.  Charges with respect to 
  Contracts (as defined below) transferred and assigned to 
  Purchaser shall be prorated as of the Closing Date.  
  Payments for obligations under leases of tangible Personal 
  Property transferred and assigned to Purchaser will be 
  prorated as of the Closing Date.  To the extent not 
  reflected in the closing statements evidencing the 
  Transaction contemplated by this Agreement, Purchaser and 
  Seller agree to adjust between themselves outside of 
  Closing any amounts which are the responsibility of the 
  other party pursuant to this subsection.
  
  (g)  Operating Expenses.  Except as otherwise provided 
  herein, any and all expenses and payables relating to the 
  operation, management or ownership of the Project arising 
  or accruing prior to the Closing Date in the ordinary 
  course of business are the responsibility of the Seller and 
  will be paid by Seller promptly upon receipt of billing 
  therefor.
  
  (h)  Leasing Costs.  Seller shall be responsible for 
  paying all costs, including, without limitation, tenant 
  improvements and leasing commissions, associated with any 
  new lease or any lease renewal, expansion or other 
  modification executed by Seller prior to the expiration of 
  the Inspection Period.  If Purchaser acquires the Project, 
  Purchaser shall be responsible for paying the costs 
  associated with all leases or any lease renewal, expansion 
  or other modification executed after the end of the 
  Inspection Period which have been approved by Purchaser and 
  Seller shall receive a credit at Closing for any such costs 
  previously paid by Seller.  If, for any reason, Purchaser 
  does not purchase the Project, Purchaser shall not be 
  responsible or liable to any entity with respect to any 
  such costs or leasing commissions.
  
  (i)  Escrow Accounts.  Any escrow accounts required to 
  be maintained by Seller pursuant to the Loan Documents 
  shall be prorated as of the Closing Date.
  
  (j)  Lease Reimbursements.  Notwithstanding the 
  provisions of this Section 3.4 and Section 9.3, the tenants 
  of the Project are obligated for certain base rental 
  adjustments based on the operating expenses of the Project. 
  Seller and Purchaser acknowledge and agree that certain 
  base rental adjustments may be collected on an estimated 
  basis.  The parties further agree to credit any difference 
  in the amounts collected as compared to the actual lease 
  reimbursements associated therewith to the applicable party 
  effective as of the Closing Date.  
  
  The agreements with respect to prorations in this Section 
  3.4 shall survive Closing.  Final settlement of all prorated 
  items shall occur on or before 90 days after the Closing Date, 
  or on the next business day if the 90th day is a Saturday, 
  Sunday or legal holiday, except property taxes and delinquent 
  and pass through rentals which shall be determined upon 
  collection or the date upon which any such amounts shall become 
  ascertainable.  Contractual and tort liabilities accruing, or 
  relating to events that occurred, prior to the Closing Date 
  shall remain the responsibility of Seller.  
  
                              ARTICLE 4
  
                            TITLE MATTERS
  
  4.1  Title Report/Commitment for Title Insurance.  Seller 
  hereby instructs Title Company to prepare and deliver to 
  Purchaser, Seller and the surveyor described below, at Seller's 
  expense, within five business (5) days after the Effective Date 
  a commitment to issue an owner's policy of title insurance to be 
  issued by a title company reasonably acceptable to Purchaser 
  (the "Title Commitment") covering the Real Property, showing all 
  matters affecting title to the Real Property and binding Title 
  Company to issue to Purchaser at Closing an owner's policy of 
  title insurance on an ALTA (1970 form) Extended Form of policy 
  in the full amount of the Purchase Price pursuant to Section 4.4 
  hereof.  Seller and Purchaser further instruct Title Company to 
  deliver to such parties copies of all instruments referenced in 
  Schedule B, Section II of the Title Commitment.
  
  4.2  Survey.  Within five (5) days after the Effective 
  Date, Seller shall, at its expense, order a survey or an update 
  to a survey and shall use reasonable efforts to cause such 
  survey to be delivered to Purchaser and Title Company within ten 
  (10) business days after the Effective Date.  Such survey shall 
  be a currently dated ALTA/ASCM land title survey of the Land and 
  of the Improvements situated thereon (the "Survey"), prepared by 
  a surveyor licensed by the State of Texas and certified to 
  Purchaser and Title Company by such surveyors in conformity to 
  the Certificate attached hereto as Exhibit 4.2(a).  In addition 
  to the requirements set forth in attached Exhibit 4.2(a), the 
  Survey shall reflect the total area of the Real Property, the 
  location of all improvements, recorded easements and 
  encroachments, if any, located thereon and all building and set 
  back lines and other matters of record with respect thereto.  
  Said Survey shall also certify that the Land is not in an area 
  identified by FEMA as having special flood or mudslide hazards 
  which require flood insurance under the Flood Insurance Act of 
  1968.  Seller shall provide at Closing a certificate to 
  Purchaser and Title Company if requested, that there have been 
  no improvements made to the Real Property since the date of the 
  Survey which would materially alter the depictions on the 
  Survey.
  
  4.3  Title Defects.  Within seven (7) days after receipt of 
  the later of the Title Commitment and the Survey, Purchaser 
  shall notify Seller of any title matters to which Purchaser 
  objects (the "Title Defects") ("Purchaser's Notice").  Any 
  matter disclosed in a Title Commitment or Survey and not 
  objected to by Purchaser or subsequently waived by Purchaser 
  shall be deemed a permitted exception ("Permitted Exception").  
  Seller shall notify Purchaser of Seller's decision not to cure 
  any Title Defect within three (3) days after receipt of 
  Purchaser's Notice; provided, however, Seller shall remove 
  monetary liens relating to borrowed funds or other liens 
  securing indebtedness of an ascertainable amount and mechanic or 
  materialmen's liens, if any, except for the Existing 
  Indebtedness if assumed by Purchaser.  Seller's failure to 
  respond shall be deemed a decision by Seller not to cure any 
  Title Defect except for the Existing Indebtedness if assumed by 
  Purchaser.   Within three (3) days of Seller's election not to 
  cure certain Title Defects, Purchaser may elect to waive such 
  Title Defects or terminate this Agreement in which event 
  Purchaser shall receive a return of the Escrow Deposit and all 
  interest accrued thereon.  Purchaser's failure to respond shall 
  be deemed a decision by Purchaser to waive the Title Defects to 
  which Seller decides not to cure.  If the Title Defects that 
  Seller elected to cure are not cured by Seller or waived by 
  Purchaser on or before the Closing Date then Purchaser may (i) 
  elect to waive the uncured Title Defects, or (ii) terminate this 
  Agreement in which event Purchaser shall receive a return of the 
  Escrow Deposit and all interest accrued thereon.
  
  4.4  Title Insurance.  At Closing, Seller and Purchaser 
  shall instruct Title Company to issue a final update to the 
  Title Commitment in which the "GAP" exception has been deleted, 
  binding Title Company to issue to Purchaser an owner policy of 
  title insurance (the "Title Policy") covering the Real Property 
  in the full amount of the Purchase Price.  The Title Policy 
  shall be an ALTA Form 1970-B owner's policy of extended coverage 
  title insurance containing such endorsements as may be 
  reasonably requested by Purchaser and agreed to by Title Company 
  subject only to: (a) current non-delinquent real estate taxes 
  and assessments; (b) matters set forth in the Title Commitment 
  and approved or waived by Purchaser; (c) any other matters 
  approved in writing by Purchaser; (d) title exceptions caused by 
  acts or omissions of Purchaser; and (e) matters excepted or 
  excluded from coverage by the printed terms of the title 
  insurance policy standard form (except for survey (if requested 
  by Purchaser) and mechanics and materialmen's lien exceptions 
  which shall be deleted).  Purchaser shall use reasonable efforts 
  to reach agreement with Title Company regarding any applicable 
  endorsements during the Inspection Period.
  
                             ARTICLE 5
  
                        INFORMATION SCHEDULES
  
  5.1  Information Schedules.  Seller will deliver or cause 
  to be delivered to Purchaser within ten (10) days after the 
  Effective Date, copies of all schedules and documents referred 
  to in this Agreement ("Information Schedules"), including the 
  following schedules and other information described below:
  
  (a)  Rent Roll.  A complete list and description, 
  including all Deposits ("Rent Roll"), and true and complete 
  copies, of all Leases.
  
  (b)  Delinquency Report.  A complete list and 
  description of any and all delinquencies or defaults under 
  any of the Leases ("Delinquency Report").
  
  (c)  Contracts.  An itemized schedule ("Contracts 
  Schedule") of all written and oral service, maintenance, 
  management, leasing, brokerage, and other agreements, 
  equipment or appliance leases, non-governmental franchises, 
  contracts and arrangements relating or pertaining to the 
  Project (collectively "Contracts").  Unless Purchaser makes 
  written request to cancel any Contract contained in the 
  Contracts Schedule prior to the end of the Inspection 
  Period, the Contracts contained in the Contracts Schedule 
  shall be transferred and assigned by Seller to Purchaser at 
  Closing, to the extent assignable.  The Contracts Schedule 
  shall note any Contracts which are not assignable or 
  cancelable at Closing.
  
  (d)  Personal Property.  A true and complete schedule 
  and description ("Personal Property Schedule") of all 
  material tangible Personal Property.
  
  (e)  Permits.  A list ("Permits Schedule") of all 
  current franchises, business or other licenses, bonds, 
  permits, certificates of occupancy, authorizations and 
  other evidences of consent, approval, authorization or 
  permission relating to or affecting the Project 
  (collectively "Permits") of or from any person, including 
  any governmental authority, held by Seller including any 
  pending applications, but only to the extent that Purchaser 
  may obtain or derive a benefit from such Permits after 
  Closing.  In lieu of providing a detailed Permits Schedule, 
  Seller may provide to Purchaser copies of all Permits in 
  its possession or control.
  
  (f)  Property Taxes.  Copies of the two most recent 
  tax statements with respect to the Project, including, 
  without limitation, real and personal property taxes and 
  any special assessments.
  
  (g)  Warranties.  A list and description ("Warranty 
  Schedule") of all material third party bonds, warranties 
  and guaranties, including any warranties relating to 
  equipment, structures, roof, landscaping, parking lot or 
  parking lot surfaces, if any, which are in effect with 
  respect to or which benefit any portion of the Project.  
  
  (h)  Repair History.  A true and complete list of all 
  major (i.e., costing more than $5,000) repairs of a capital 
  nature which Seller has undertaken with respect to the  
  Project during its ownership thereof.
  
  (i)  Operating Statements.  Materially true and 
  complete copies of all operating statements for the Project 
  for the period September 1996 through the month ending 
  August 31, 1997.
  
  (j)  Prior Studies.  True and complete copies of any 
  prior third party studies and reports, in the possession of 
  Seller or Seller's agents, affiliates or management 
  companies relating in any manner to the environmental, 
  structural, mechanical, or engineering status of any 
  portion of the Project.
  
  (k)  Plans.  Copies of all construction plans, 
  diagrams and schematics of the Real Property and 
  Improvements in Seller's possession or control made 
  available to Purchaser at the Project.
  
                              ARTICLE 6
  
                             INSPECTION
  
  6.1  Inspection Period.  During the period beginning upon 
  the Effective Date and ending at 5:00 p.m., local time, on the 
  thirtieth (30th) day after the Effective Date (such period of 
  time hereinafter referred to as the "Inspection Period"), 
  Purchaser and/or its attorneys, consultants or employees 
  ("Authorized Representatives") shall have the right to: (i) make 
  a physical inspection of the Project subject to the rights of 
  tenants, (ii) examine the financial and operating books and 
  records relating to the Project maintained by or for the benefit 
  of Seller, (iii) interview tenants of the Project, and (iv) 
  conduct such non-destructive physical engineering, feasibility 
  and other studies and tests on or of the Project as Purchaser 
  considers to be appropriate.  Purchaser and/or Purchaser's 
  Authorized Representatives may also copy any documents referred 
  to or described in the Information Schedules but not required to 
  be provided to Purchaser as part of any such schedule.  
  Notwithstanding the foregoing, Purchaser shall not be permitted 
  to interfere unreasonably with Seller's operations at the 
  Project or interfere with any tenant's operations at the 
  Project, and the scheduling of any inspections, interviews, 
  and/or testing shall take into account the timing and 
  availability of access to tenant's premises, subject to and in 
  accordance with tenants' rights under the Leases or as tenants 
  may otherwise agree.  Purchaser shall at all times conduct such 
  due diligence in  compliance with applicable laws and the terms 
  of any leases of the Project, and in a manner so as to not cause 
  undue damage, loss, cost or expense to Seller, the Project or 
  the tenants of the Project, and Purchaser shall promptly restore 
  the Project to its condition immediately preceding such 
  inspections and examinations and shall keep the Project free and 
  clear of any mechanic's liens or materialmen's liens in 
  connection with such inspections and investigations.  Seller 
  shall have the right, at its option, to cause a representative 
  of Seller to be present at all such inspections, reviews and 
  examinations.  Purchaser shall keep all information or data 
  received or discovered in connection with such due diligence 
  strictly confidential.  Purchaser shall indemnify, protect, 
  defend and hold Seller harmless from and against any obligation, 
  liability, claim (including any claim for damage to property or 
  injury to or death of any persons), lien or encumbrance, loss, 
  damage, cost or expense, including attorney's fees 
  (collectively, the "Loss"), in any way caused by the inspections 
  or examinations of the Project by Purchaser or its agents or 
  contractors.  The foregoing indemnification shall survive the 
  Closing or the termination of this Agreement for any reason.
  
  6.2  Right of Termination.  Notwithstanding anything in 
  this Agreement to the contrary, Purchaser shall have the right, 
  for any reason in Purchaser's sole and absolute discretion, to 
  terminate this Agreement by written notice to Seller on or 
  before the expiration of the Inspection Period and Title Company 
  shall immediately refund to Purchaser the Escrow Deposit and any 
  interest thereon.  In the event the transaction does not close 
  for any reason other than a default by Seller, Purchaser shall 
  deliver to Seller all materials, studies or documents received 
  from third parties or Seller relating to the Project.
  
                              ARTICLE 7
  
              REPRESENTATIONS AND WARRANTIES OF PURCHASER
  
  Purchaser's Representations and Warranties.  Purchaser 
  makes the following representations and warranties, as of the 
  date of execution of this Agreement, which shall survive Closing 
  and conveyance of the Project to Purchaser:
  
  7.1	Authority.  Purchaser is a limited partnership, duly 
  formed,  existing and in good standing under the laws of the 
  State of Delaware; 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 the sole general partner of 
  Purchaser and are authorized to do so.
  
  7.2	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 Project, including, without limitation, land use, zoning and 
  other governmental restrictions.
  
  7.3	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.
  
  7.4	"AS IS, WHERE IS".  PURCHASER HEREBY EXPRESSLY 
  ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL INSPECT 
  AND EXAMINE THE PROJECT TO THE EXTENT DEEMED NECESSARY BY 
  PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE 
  OF THE PROJECT.  PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE 
  PURCHASER OF REAL ESTATE AND OFFICE PROPERTIES AND THAT, EXCEPT 
  AS SET FORTH IN ARTICLE 8, IT IS RELYING SOLELY ON ITS OWN 
  EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS, AND THAT 
  PURCHASER HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS AND 
  INVESTIGATIONS OF THE PROJECT, INCLUDING, BUT NOT LIMITED TO, 
  THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF.  PURCHASER 
  FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE 
  PROJECT ON AN "AS IS, WHERE IS" BASIS WITHOUT REPRESENTATIONS OR 
  WARRANTIES OTHER THAN THOSE SET FORTH HEREIN AND IN THE 
  DOCUMENTS OF TRANSFER RELATING TO THIS TRANSACTION.
  
      Initialed by:
  
      ________________			            	________________
      Seller					        	            Purchaser
  
                             ARTICLE 8
  
              REPRESENTATIONS AND WARRANTIES OF SELLER
  
  Seller's Representations and Warranties.  Seller makes the 
  following representations and warranties as of the date of 
  execution of this Agreement, which shall survive conveyance of 
  the Project to Purchaser:
  
  8.1	Authority.  Seller is a limited partnership, duly 
  formed, organized, existing and in good standing under the laws 
  of the State of Texas.  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 officers or partners of Seller and are 
  authorized to do so.
  
  8.2	Indefeasible Title.  At the Effective Date and as of 
  Closing, Seller will own the Personal Property free and clear of 
  all liens, claims, encumbrances, and rights of others, except 
  the leased or financed equipment disclosed pursuant to Exhibit 
  1.3, and will convey same to Purchaser.  Seller is not a party 
  to any contract agreement, or commitment to sell, convey, 
  assign, transfer or otherwise dispose of any portion or portions 
  of the Project.
  
  8.3	Liabilities.  Except as created by this Agreement or 
  disclosed in the Information Schedules or the documents 
  referenced therein, there are no contractual obligations or to 
  Seller's knowledge, any other liabilities of any type which 
  might, with notice, passage of time or both, have a material 
  adverse effect on the Project.
  
  8.4	Contracts.  Except as disclosed in the Information 
  Schedules, there are no other management, leasing, brokerage, 
  maintenance, service or other contracts relating to the Project. 
  If Purchaser requests during the Inspection Period, any such 
  existing contracts will be terminated at Closing.
  
  8.5	No Undisclosed Matters.  To Seller's knowledge, there 
  are no unsatisfied written requests for material repairs, 
  restorations or improvements from any insurance carrier or 
  governmental authority.  Seller has not received any written 
  notice from any insurer of any defects or inadequacies in any 
  part of the Project which would adversely affect its 
  insurability, or written notice of any claims of any 
  governmental agency to the effect that the construction, 
  operation or use of any of the Project is in violation of any 
  applicable law, ordinance, rule, regulation or order.  
  
  8.6	No Defaults.  Seller is not in default in respect of 
  any of its material obligations or liabilities pertaining to the 
  Project (including, but not limited to, such obligations and 
  liabilities under the Contracts or Leases).  To Seller's 
  knowledge, no present dispute or fact exists which might with 
  notice, passage of time or both, give rise to a dispute under 
  any Contracts or Leases.
  
  8.7	Litigation.  There is no litigation pending or to 
  Seller's knowledge, threatened against Seller or the Project 
  which relates to, or if decided adversely, could have a material 
  adverse effect upon, the Project (including condemnation or 
  similar proceeding).
  
  8.8	Environmental Matters.  For the purpose of this 
  Agreement, the term "Hazardous Materials" shall mean (i) each 
  and every substance included within the term "hazardous 
  substance" or "hazardous waste" as defined in any one or more of 
  the Comprehensive Environmental Response, Compensation, and 
  Liability Act of 1980, 42 U.S.C.A. Section 9601 et seq. (as 
  heretofore amended), the Hazardous Materials Transportation Act 
  of 1975, 49 U.S.C.A. Section 1801 et seq. (as heretofore 
  amended), the Resource Conservation and Recovery Act of 1976, 42 
  U.S.C.A. Section 6901 et seq. (as heretofore amended) and any 
  other federal, state or local environmental laws or regulations 
  now or hereafter enacted; (ii) all substances to which the rules 
  and regulations promulgated by any Federal or state agency 
  pursuant to any one or more of said statutes applies; and (iii) 
  any and all petroleum products and petroleum derivatives.  
  Seller represents unto Purchaser that the following  matters are 
  true as of the date of execution of this Agreement by Seller, 
  and shall survive Closing and not merge into any documents 
  delivered at Closing:
  
  (i)  Seller has no notice or knowledge of any (i) 
  currently existing violations of federal, state, 
  county or municipal environmental laws in respect to 
  the Project, or (ii) past, pending or threatened 
  administrative or judicial litigation or other legal 
  proceedings including, without limitation, any 
  enforcement proceeding under any federal, state, 
  county or municipal statute, ordinance, rule or 
  regulation concerning Hazardous Materials, relating to 
  the Project, or of any settlement thereof; and  
  
  (ii)  to Seller's knowledge, there are no 
  underground storage tanks ("USTs") located on or below 
  the Land
  
  8.9	Certification of Rent Roll.  No person has any title, 
  interest or right to possession of any portion of the Project as 
  a lessee, tenant or concessionaire of Seller except as shown on 
  the Rent Roll.  Except as disclosed in writing to Purchaser, the 
  Rent Roll lists all Leases, amendments and modifications 
  thereof. Seller is not, and to Seller's knowledge no tenant is, 
  in default in the performance of or under any such Lease in any 
  material respect except as disclosed in the Delinquency Report. 
  The Rent Roll states all Deposits, prepaid rents and other 
  deposits or prepayments for each Lease and Seller or Seller's 
  agent are currently in possession of all such deposits.  No 
  tenant is entitled to any rebate, concession, special allowance 
  or other benefits, except as stated in the Leases.  To Seller's 
  knowledge, no tenant has any counterclaim, defense or offset to 
  any action for collection of rents or other amounts accruing 
  after the Closing Date under any Lease.  The rents and other 
  sums due or to become due under each Lease have not been and 
  will not be assigned, encumbered or subjected to any liens by 
  Seller, except to Lender and to lenders whose liens shall be 
  released at Closing.  Except as disclosed in the Rent Roll, 
  there has been no waiver of Seller's rights under or 
  modification of any Lease or other documents executed by tenants 
  in connection with the Leases which could have a material 
  adverse affect thereon.  To Seller's knowledge, except for the 
  right of the tenants in possession under the Leases, there are 
  no parties in possession of, or claiming any possession to any 
  portion of the Project as lessees, tenants at sufferance, 
  trespassers or otherwise.  To Seller's knowledge, there has been 
  no material, adverse change with respect to the information set 
  forth in the Rent Roll or Delinquency Report.  Except as 
  disclosed in Exhibit 8.9, all leasing commissions payable in 
  connection with the Leases have been paid in full.  Exhibit 8.9 
  lists any and all leasing commissions and brokerage agreements 
  which may be due and payable in connection with the Leases upon 
  a subsequent renewal, expansion, modification or waiver of any 
  rights by a tenant under the terms of the Leases.  Seller has 
  paid in full all leasing or similar commissions or payment 
  obligations, if any, relating to any Lease.  Purchaser is not 
  assuming any obligations for tenant improvements or purported 
  leasing commissions.  Seller shall indemnify and hold Purchaser 
  harmless for any Loss with respect to any claims by tenants or 
  third party brokers for tenant improvements or leasing 
  commissions not expressly assumed by Purchaser.
  
  8.10	Existing Indebtedness.  The "Loan Documents" described 
  on Exhibit 8.10 constitute all of the loan documents relating in 
  any manner to Seller's "Existing Indebtedness" to New York Life 
  Insurance and Annuity Corporation ("Lender") which relates to 
  the Project.  The outstanding principal balance of the Existing 
  Indebtedness as of the Effective Date is $8,028,078.44.  The 
  Loan Documents correctly and accurately state the terms and 
  condition of the Existing Indebtedness.  Except as disclosed in 
  writing to Purchaser prior to the expiration of the Inspection 
  Period, the Loan Documents contain the entire agreement between 
  Seller, any guarantors and any lenders; are in full force and 
  effect in accordance with their written terms; and, are valid 
  obligations of the Seller, any guarantors and Lender.  Seller is 
  not,  and to Seller's knowledge any guarantors and Lender are 
  not in default in the performance of or under any of the Loan 
  Documents in any material respect except as disclosed on Exhibit 
  8.10.  Lender is not entitled to any payments, offsets or 
  remuneration of any kind except as set forth in the Loan 
  Documents. As of the Effective Date, and as of the Closing Date, 
  Seller has complied with all requirements of the Loan Documents 
  and is not in default thereunder.
  
  8.11	Operating Statements.  To Seller's knowledge, the 
  Operating Statements are true, accurate and complete in all 
  material respects and present fairly the results of operations 
  for the periods indicated on a consistent basis.
  
  8.12	Use of Project.  To Seller's knowledge, (i) no 
  governmental, public or private authority intends or desires to 
  appropriate the use of or limit the use of any of the Project 
  pursuant to any condemnation, eminent domain or similar 
  proceeding; (ii) no fact or condition exists which will result 
  in the termination of the Project's current access to and from 
  existing streets and utilities.
  
  8.13	Documentation.  To Seller's knowledge, all documents 
  which shall be delivered to Purchaser by or on behalf of Seller 
  under this Agreement shall be accurate and complete in all 
  material respects, including, without limitation, the 
  Information Schedules.
  
  8.14	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 Transaction.
  
                             ARTICLE 9
  
                             COVENANTS
  
  Covenants of Seller.  Seller covenants and agrees with 
  Purchaser as follows:
  
  9.1	Access.  Subject to the terms and conditions of 
  Section 6.1, during normal business hours prior to Closing, 
  Seller agrees to give to Purchaser and its agents and 
  representatives reasonable access to the Project and the books 
  and records directly relating to the ownership, management, 
  maintenance and operation of the Project, and all documents 
  directly pertaining to the Project that are in the possession of 
  Seller, or any of Seller's agents or representatives.  Prior to 
  Closing, Seller will furnish Purchaser with such additional 
  financial and operating data and other information reasonably 
  available to Seller as may be reasonably necessary for Purchaser 
  to thoroughly evaluate the Project.    
  
  9.2	Additional Audits.  Purchaser shall have, in addition 
  to any inspection or audit rights contained elsewhere in this 
  Agreement, the right to conduct a full audit of the books and 
  records of Seller relating to the operations and financial 
  results of the Property, in such form and at such time, 
  including up to 270 days after Closing, as Purchaser may 
  reasonably determine is necessary to comply with applicable 
  securities laws requirements, including, without limitation, 
  Regulation  210.3-14 promulgated under the Securities Exchange 
  Act of 1934, as amended.  All costs incurred as a result of a 
  Purchaser's undertaking such audit shall be borne exclusively by 
  Purchaser, including the cost of Seller's personnel, 
  photocopying, and the like;  however, Seller shall make 
  available such books, records and materials as may be reasonably 
  requested by Purchaser or its accountants in order to conduct 
  such audit.  All such audit activities shall be conducted at 
  Seller's place of business in a commercially reasonable fashion 
  during normal business hours and upon five (5) days prior notice 
  from Purchaser to Seller.  Purchaser will provide Seller a copy 
  of such audit at no additional cost to Seller.
  
  9.3	No Material Changes.  Prior to Closing, Seller shall: 
  (i) not cancel or permit cancellation of any hazard or liability 
  insurance carried with respect to the Project; (ii) remedy all 
  material violations of laws, ordinances, orders or requirements 
  relating to the Project which are not caused by Purchaser and of 
  which Seller has received actual  notice and provide Purchaser 
  with evidence of curing of same (provided that Seller shall not 
  be required to expend more than $10,000, in the aggregate, with 
  respect to such matters); and (iii) operate the Project on a 
  basis consistent with historical operations including, without 
  limitation, undertaking all reasonably  required ordinary 
  maintenance and repair of the Project.  Prior to Closing, Seller 
  also will not, without the prior written consent of Purchaser, 
  (i) sell, transfer or dispose or become obligated to sell, 
  transfer or dispose of any of the Project, except for the use 
  and consumption of inventory, office and other supplies and 
  spare parts, and the replacement of worn out, obsolete and 
  defective tools, equipment and appliances, in the ordinary 
  course of the business, (ii) after the expiration of the 
  Inspection Period except as specifically permitted by this 
  Agreement, enter into any transaction, or make any commitment 
  with respect to the Project other than in the ordinary course of 
  the business, (iii) amend, renew, extend, modify or terminate 
  any Contract, Permit or Lease except as contemplated by this 
  Agreement or except in the ordinary course of business.  Subject 
  to Section 9.9 below regarding Seller's continued leasing 
  obligations, prior to Closing, Seller shall operate and maintain 
  the Project in substantially the same manner and condition as 
  Seller has operated and maintained the Project immediately prior 
  to the Effective Date.  Seller will perform current or routine 
  maintenance and repairs in the ordinary course of business of or 
  to the Project as may be required or reasonably appropriate to 
  operate and maintain the Project other than tenant improvements 
  relating to new leases.  Provided, however, that Seller shall 
  not be obligated to make a capital expenditure in excess of 
  $15,000 and in the event Seller elects not to make an 
  expenditure greater than said amount, then Purchaser may 
  terminate this Agreement and receive a return of the Escrow 
  Deposit and all interest thereon.  After expiration of the 
  Inspection Period, Seller shall be required to gain Purchaser's 
  written approval of any new or modified contract or agreement 
  which will affect the operation of the Project.
  
  9.4	Consents.  Seller and Purchaser shall each promptly 
  file or submit and diligently prosecute any and all applications 
  or notices with federal, state and/or local authorities and all 
  other requests with any private persons or entities for 
  consents, approvals, authorizations and permissions which are 
  reasonably considered necessary or appropriate by the other 
  party for the consummation of the Transaction or to prevent the 
  termination of any Lease, Contract or Permit, or any loss or 
  disadvantage to the Project. 
  
  9.5	Payments.  Seller will cause to be paid when due or 
  shall be responsible for all taxes, license fees, trade accounts 
  and costs and expenses of operation and maintenance of the 
  Project incurred through the Closing Date, except amounts 
  subject to proration under Section 3.4.
  
  9.6	Cooperation.  Seller will reasonably assist and 
  cooperate with any environmental evaluation, study or audit of 
  the Project prepared by, for or at the request of Purchaser.
  
  9.7	Notification of Subsequent Events.  Prior to Closing, 
  Seller shall notify Purchaser of any written notice received by 
  Seller of any material adverse change in or to the Project 
  including, without limitation, any notice relating to any 
  insurance contract or policy now held or owned by Seller to 
  cancel or materially increase any premiums relating thereto.
  
  9.8	Existing Loan Matters.  Seller shall use its 
  reasonable efforts to obtain the written consent to the 
  transactions contemplated herein from all parties whose consent 
  to the assumption by Purchaser of such Loan Documents is 
  required thereunder, together with a release of Seller from any 
  liability under the Loan Documents, and an "estoppel 
  certificate" executed by Lender in the form attached hereto as 
  Exhibit 9.9 certifying that Loan Documents are in full force and 
  effect and that no default exists thereunder.  To the extent 
  required by the Lender, Purchaser shall pay to the Lender any 
  required loan transfer, assumption, or prepayment fee(s) imposed 
  in connection with Purchaser's assumption or prepayment of the 
  Existing Indebtedness from Seller, including, reasonable 
  attorney's fees of Lender in an amount not to exceed $3,500.00; 
  however, notwithstanding the foregoing, Seller shall pay any 
  other transfer, assumption or other ancillary fees and costs of 
  Lender (including reasonable attorneys' fees and any 
  endorsements to Lender's existing mortgagee's policy of title 
  insurance, but not attorneys' fees of Purchaser's counsel) 
  imposed by any of such parties with respect to such consent and 
  assumption.  Purchaser shall reasonably cooperate with Seller in 
  connection with such consent and assumption (and shall promptly 
  deliver such information, including financial information, 
  respecting Purchaser or its principals as any of such parties 
  may request).  Seller's sole obligations in connection with the 
  consent matters herein contemplated (unless Purchaser agrees 
  otherwise) shall be to utilize reasonable efforts to obtain such 
  consents, and to reasonably cooperate with Purchaser to the 
  extent necessary.  If such consents are not obtained on or 
  before the Closing Date, the obligation of Purchaser to purchase 
  the Project shall terminate.  Seller's sole obligation hereunder 
  with respect to obtaining an "estoppel certificate" from the 
  Lender shall be to utilize reasonable efforts to obtain such 
  "estoppel certificate" (such reasonable efforts not including 
  any obligation to institute legal proceedings or to expend any 
  additional monies therefor, other than for minor administrative 
  charges).
  
  9.9	Estoppel Certificates.  Before the expiration of the 
  Inspection Period, Seller shall have delivered currently dated 
  (no earlier than thirty (30) days prior to the scheduled Closing 
  Date) estoppel certificates in material conformance with the 
  form attached hereto as Exhibit 9.9.1 from each major Tenant 
  referenced on the Rent Roll or a Seller's estoppel certificate 
  in the form attached hereto as Exhibit 9.9.2 for each non-major 
  tenant not providing an estoppel certificate directly.  "Major 
  Tenant" shall include Raytheon Engineers and Constructors, Inc. 
  Seller and Purchaser shall use reasonable efforts to obtain a 
  Subordination Non-Disturbance and Attornment Agreement ("SD&A") 
  in the form requested by any lender of Purchaser and from each 
  Tenant requested by any such lender.  Seller and Purchaser shall 
  use reasonable efforts to negotiate the final form of any SD&A 
  with the applicable tenant and lender during the Inspection 
  Period.
  
  9.10	Leasing.  Seller (and/or Seller's agents), in 
  consultation with Purchaser, shall continue in good faith to 
  advance all leasing activities for the Project including, 
  without limitation, new leases, renewals, extensions, expansions 
  or other modifications.  Provided, however, Seller shall not 
  enter into any new lease or any renewal, expansion or other 
  modification of any existing Lease without Purchaser's prior 
  written consent which shall not be unreasonably withheld, 
  conditioned or delayed.  
  
  9.11	Leasing Commissions.  Except as set forth in Section 
  13.1  and Exhibit 8.9, there are no outstanding commissions, 
  leasing, brokerage or otherwise, payable to any leasing agents, 
  brokers,  or similar type parties, regarding the sale of the 
  Project or the execution, renewal, amendment, or modification of 
  any Lease in the Project.
  9.12	Knowledge Standard.  As used in this Agreement, "the 
  Seller's knowledge "or any similar phrase, shall mean the 
  current actual knowledge of Ken Hatfield; provided, however, 
  that nothing in this Agreement shall be deemed to create or 
  impose any personal liability of any kind on Ken Hatfield.  Ken 
  Hatfield is the Vice President of Property Management with 
  respect to the Project and as such has personal knowledge of the 
  Project and its operations.
  
                             ARTICLE 10
  
                           CLOSING MATTERS
  
  10.1  Conditions to Purchaser's Obligations.  The 
  obligations of Purchaser to consummate the transactions 
  contemplated by this Agreement are subject to the satisfaction 
  of each of the following conditions as of the Closing Date, 
  except to the extent any such condition is waived in whole or in 
  part by Purchaser in writing at or prior to Closing:
  
  (a)  Satisfaction.  The representations and warranties 
  of Seller contained in this Agreement shall have been true 
  on the date of this Agreement and on Closing.  Seller shall 
  have performed all obligations and complied with all 
  covenants required by this Agreement.  
    
  (b)  No Injunction.  On the Closing Date, there shall 
  be no third party injunction, writ, preliminary restraining 
  order or any order of any nature issued by a court of 
  competent jurisdiction directing that the transactions 
  contemplated herein not be consummated as herein provided 
  which relates to the acts or omissions of Seller.
  
  (c)  Certificates. Purchaser shall have received the 
  estoppel certificates and the SD&A's as referenced in 
  Section 9.9 above, from or for each tenant referenced on 
  the Rent Roll.  
  
  (d)  Existing Indebtedness. Purchaser shall have 
  approved and executed all documents necessary to assume the 
  Existing Indebtedness on terms and in such form as approved 
  by Purchaser, in its sole discretion.
  
  (e)  No Adverse Change.  No material and adverse 
  change shall have occurred without Purchaser's written 
  consent, in the state or condition of the Project or in the 
  title matters described in the Title Commitment and the 
  Survey.
  
  (f)  Net Operating Income.  Purchaser shall have 
  verified to its reasonable satisfaction Seller's 
  representation that the Project's annualized net operating 
  income for 1997 is $1,7000,000.  In computing the Project's 
  net income for purposes of this paragraph, the parties 
  shall include the Project's operating expense rental 
  adjustments and the actual or reasonably projected 
  operating expenses on an annualized basis.
  
  (g)  Assumption.  Lender will have agreed prior to the 
  expiration of the Inspection Period to permit the 
  assumption of the Loan on terms acceptable to Purchaser.
  
  (h)  Lender's Estoppel.  Purchaser shall have received 
  a Lender's Estoppel in form and substance satisfactory to 
  Purchaser.
  
  10.2  Conditions to Seller's Obligations.  The obligations 
  of Seller to consummate the transactions contemplated by this 
  Agreement are subject to the satisfaction of each of the 
  following conditions as of the Closing Date, except to the 
  extent any such condition is waived in whole or in part by 
  Seller in writing at or prior to Closing:
  
  (a)  Satisfaction.  The representations and warranties 
  of Purchaser contained in this Agreement shall have been 
  true on the date of this Agreement and on Closing.  
  Purchaser shall have performed all obligations and complied 
  with all covenants required by this Agreement.  
  
  (b)  No Injunction.  On the Closing Date, there shall 
  be no third party injunction, writ, preliminary restraining 
  order or any order of any nature issued by a court of 
  competent jurisdiction directing that the transactions 
  contemplated herein not be consummated as herein provided 
  which relates to acts or omissions of Purchaser.
  
  10.3  Closing Documents.  At Closing, Seller shall deliver 
  to Purchaser the following documents, all properly executed by 
  Seller and delivered to Purchaser and/or executed by Purchaser 
  and delivered to Seller shall be in a form reasonably acceptable 
  to Purchaser and Seller and include, but are not limited to:
  
  (a)  Special Warranty Deed.  A Special Warranty Deed 
  in form attached hereto as Exhibit 10.3(a).
  
  (b)  Assignment and Bill of Sale.  An Assignment and  
  Assumption Agreement and Bill of Sale in form attached 
  hereto as Exhibit 10.3(b).  Such Assignment and Bill of 
  Sale shall be joined in by Purchaser for the purpose of 
  assuming all obligations under any assigned item arising 
  from and after the Closing Date.
  
  (c)  Existing Indebtedness.  Appropriate documentation 
  to evidence the assumption by Purchaser of the Loan 
  Documents and the release of Seller from further liability 
  thereunder as contemplated by this Agreement.
  
  (d) Documents.  Executed original copies, or copies 
  certified as correct by Seller, if originals are not 
  available, of (i) all Leases in force on the Closing Date 
  covering portions of the Project and all other documents 
  referred to in the Rent Roll, (ii) all Contracts and 
  Permits of which Seller is aware transferred and assigned 
  to Purchaser, (iii) all "as built" plans, specifications, 
  surveys or other documents relating or pertaining to the 
  Project in the possession of Seller (collectively "Plans"), 
  including, but not limited to, all records relating to 
  repair, renovation and maintenance of the Project; (iv) all 
  notices to tenants relating to this Transaction and the 
  receipt of security deposits as necessary or appropriate 
  under applicable law; and (v) all other documents referred 
  to in the schedules.
  
  (e)  Rent Roll.  A current and updated Rent Roll.
  
  (f)  FIRPTA.  Affidavit from Seller that Seller is not 
  a foreign person as defined in the Foreign Investment in 
  Real Property Tax Act of 1980, as amended, in the form 
  attached hereto as Exhibit 10.3(f).
  
  (g)  Keys.  All keys and master keys in Seller's 
  possession or control  to all locks located on the Project 
  properly tagged for identification as well as cards keys 
  and cards for the security systems, if any.
  
  (h)  Telephone and Mail.  Such documents as may be 
  reasonably requested by Purchaser and required by (i) the 
  local telephone company to assign to Purchaser all of 
  Seller's rights and interest in each telephone number or 
  phone line used by Seller exclusively for the operation of 
  the Project, and (ii) the U.S. Postal Service to assign to 
  Purchaser all of Seller's rights and interest in each post 
  office box and drawer exclusively for the operation of the 
  Project.
  
  (i)  Evidence of Authority.  Both parties will deliver 
  to each other and the Title Company such evidence or 
  documents as may reasonably be required evidencing the 
  authority of any person who is executing any of the 
  documents required hereunder.
  
  (j)  Miscellaneous.  Such other documents as may be 
  required under other provisions of this Agreement or as may 
  reasonably be required by Purchaser to consummate the 
  Transaction, so long as such document does not increase 
  either party's liability or obligations hereunder, 
  including, but not limited to, (i) a Closing Statement, 
  (ii) tenant's notice letter, (iii) an affidavit executed by 
  Seller with regard to South Carolina withholding tax 
  requirements and (iv) a Quitclaim Deed with the legal 
  description contained in Exhibit 1.2(a) and/or the Survey, 
  if the legal description of the Land contained in the 
  Survey differs from the legal description contained in 
  Exhibit 1.2(a).
  
                            ARTICLE 11
  
                        DEFAULTS AND REMEDIES
  
  11.1  Damages Against Purchaser.  IF PURCHASER DEFAULTS 
  UNDER ANY PROVISION OF THIS AGREEMENT AND CLOSING DOES NOT 
  OCCUR, THEN SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW 
  OR EQUITY TO CONVEY THE PROPERTY TO PURCHASER.  PURCHASER AND 
  SELLER AGREE THAT AS SELLER'S SOLE REMEDY FOR A DEFAULT 
  HEREUNDER, BY WRITTEN NOTICE TO PURCHASER AND TITLE COMPANY, 
  SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND BE 
  ENTITLED TO RECEIVE THE ESCROW DEPOSIT PLUS ACCRUED INTEREST 
  THEREON AS LIQUIDATED DAMAGES.  PURCHASER AND SELLER ACKNOWLEDGE 
  AND AGREE THAT ACTUAL DAMAGES WILL BE EXTREMELY DIFFICULT AND 
  IMPRACTICAL TO ASCERTAIN. THEREFORE, THE SUM REPRESENTED BY THE 
  ESCROW DEPOSIT PLUS ANY ACCRUED INTEREST THEREON SHALL BE DEEMED 
  TO CONSTITUTE A REASONABLE ESTIMATE AND AGREED STIPULATION OF 
  SELLER'S DAMAGES AND SHALL CONSTITUTE SELLER'S SOLE AND 
  EXCLUSIVE REMEDY IN THE EVENT THIS TRANSACTION FAILS TO CLOSE AS 
  A RESULT OF PURCHASER'S DEFAULT.  NOTWITHSTANDING THE FOREGOING, 
  PURCHASER'S LIABILITY UNDER SECTION 6.1 HEREOF AND SHALL REMAIN 
  IN FULL FORCE AND EFFECT.
  
       Initialed by:
  
       ________________				           ________________
       Seller						                   Purchaser
  
  11.2  DAMAGES AGAINST SELLER.  IN THE EVENT THAT SELLER 
  FAILS TO PERFORM ALL OF SELLER'S OBLIGATIONS UNDER THIS 
  AGREEMENT AND PURCHASER PERFORMS ALL OF ITS OBLIGATIONS OR 
  TENDERS PERFORMANCE, INCLUDING THE OBLIGATION TO CONSUMMATE THE 
  TRANSACTION, THEN PURCHASER MAY MAKE WRITTEN DEMAND TO SELLER 
  FOR PERFORMANCE OF THIS AGREEMENT.  IF SELLER FAILS TO COMPLY 
  WITH PURCHASER'S WRITTEN DEMAND WITHIN 30 DAYS AFTER RECEIPT OF 
  SUCH WRITTEN DEMAND FOR PERFORMANCE, PURCHASER SHALL HAVE THE 
  EXCLUSIVE RIGHT TO (I) WAIVE SUCH DEFAULT, (II) SEEK SPECIFIC 
  PERFORMANCE OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, OR 
  (III) TERMINATE THIS AGREEMENT AND PROMPTLY RECEIVE A FULL 
  REFUND OF THE ESCROW DEPOSIT AND ALL INTEREST THEREON AND 
  PAYMENT BY SELLER OF AN AMOUNT NOT TO EXCEED $25,000 IN ORDER TO 
  REIMBURSE PURCHASER'S REASONABLE OUT OF POCKET EXPENSES 
  ASSOCIATED WITH THIS TRANSACTION, BUT WITHOUT FURTHER LIABILITY 
  ON PURCHASER'S PART.  SELLER AGREES THAT THE PROJECT IS UNIQUE 
  AND THAT DAMAGES FOR FAILURE BY SELLER TO CONSUMMATE THE 
  TRANSACTION WILL BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO 
  DETERMINE.  THEREFORE, IN THE EVENT THAT SELLER FAILS OR REFUSES 
  TO CONSUMMATE THE TRANSACTION AND PURCHASER SEEKS SPECIFIC 
  PERFORMANCE, SELLER SPECIFICALLY AGREES THAT THE REMEDY OF 
  SPECIFIC PERFORMANCE  IS AN APPROPRIATE REMEDY FOR PURCHASER, 
  AND SELLER WAIVES AND AGREES NOT TO ASSERT ANY CLAIM OR DEFENSE 
  THAT SPECIFIC PERFORMANCE IS NOT AN APPROPRIATE REMEDY FOR 
  PURCHASER.  
  
              Initialed by:
  
              ________________				              ________________
              Seller						                     Purchaser
  
                             ARTICLE 12
  
                            RISK OF LOSS
  
  12.1  Risk of Loss.  Prior to Closing, Seller shall have 
  full risk of loss or damage with respect to the Project.  Upon 
  Closing, full risk of loss or damage with respect to the Project 
  shall pass to Purchaser.  For purposes of this Article, "loss or 
  damage" shall mean the following:  (i) any loss, damage, 
  destruction or injury by fire, storm, accident, flood or other 
  casualty or hazard to the Project; and (ii) any condemnation, 
  eminent domain or other similar proceeding.
  
  12.2  Minor Damage.  In the event of loss or damage to the 
  Project or any portion thereof (the "premises in question") 
  which is not "major" as hereinafter defined), this Agreement 
  shall remain in full and effect provided Seller performs any 
  necessary repairs or, at Seller's option, reduces the cash 
  portion of the Purchase Price in an amount equal to the cost of 
  such repairs, Seller thereby retaining all of the Seller's 
  right, title and interest to any claims and proceeds Seller may 
  have with respect to any casualty insurance policies or 
  condemnation awards relating to the premises in question.  In 
  the event Seller elects to perform repairs upon the Project, 
  Seller shall use reasonable efforts to complete such repairs 
  promptly and if necessary, the date of Closing shall be extended 
  a reasonable time in order to allow for the completion of such 
  repairs;  provided, however, Closing may not be extended for a 
  period of more than thirty (30) days without the prior consent 
  of Purchaser.  The shortfall, if any, arising by reason of an 
  insured loss is included as an operating expense that is passed 
  through to the tenants, and thus Seller will be entitled to this 
  reimbursement if and when collected.
  
  12.3  Major Damage.  In the event of a "major" loss or 
  damage, Purchaser may either (i) terminate this Agreement and 
  immediately receive a refund of the Escrow Deposit and all 
  interest thereon, or (ii) it may proceed with this transaction 
  and receive Seller's insurance proceeds, if any, for such 
  damage, plus payment from Seller of the amount of the applicable 
  insurance deductible relating thereto not to exceed the actual 
  repair cost.  In such event, Seller shall execute all documents 
  reasonably requested by Purchaser to assign Seller's rights and 
  interest to such insurance proceeds.    
  
  12.4  Definition of Major Loss or Damage.  For purposes of 
  Sections 12.2 and 12.3, "major" loss or damage refers to the 
  following:  (i) loss or damage to the Project or any portion 
  thereof such that the cost of repairing or restoring the 
  premises in question to a condition substantially identical to 
  that of the premises in question prior to the event of damage or 
  loss would be, in the certified opinion of a mutually acceptable 
  architect, equal to or greater than Fifty Thousand Dollars 
  ($50,000), and (ii) any loss or damage due to a condemnation 
  which permanently or materially impairs the current use of the 
  Project.
  
                             ARTICLE 13
  
                         GENERAL PROVISIONS
  
  13.1  Brokerage Commission.  Seller shall pay no brokerage 
  commissions.  Purchaser shall pay the commission owed to Stephen 
  George, Inc. pursuant to a separate commission agreement.  
  Seller and Purchaser represent to each other that they have 
  acted directly and independently with the other as principals 
  and that neither Seller nor Purchaser have retained or 
  authorized the services of any broker or finder with respect to 
  this Transaction, except as noted herein.  Seller agrees to 
  indemnify and hold Purchaser harmless from and against all 
  claims, liabilities, and obligations for any commission, 
  finder's fee, or other compensation in connection with this 
  Agreement claimed by or through Seller.  Purchaser agrees to 
  indemnify and hold Seller harmless from and against all claims, 
  liabilities, and obligations for any commission, finder's fee, 
  or other compensation in connection with this Agreement claimed 
  by or through Purchaser.
  
  13.2  Confidentiality.  Unless Seller otherwise agrees in 
  writing, Purchaser agrees that all confidential proprietary 
  information regarding the Project of whatsoever nature made 
  available to it by Seller or Seller's agents or representatives 
  or developed by Purchaser ("Confidential Information"), is 
  confidential and shall not be disclosed to any other person 
  except those assisting Purchaser with this transaction, or 
  Purchaser's lender, if any, except as required by law.  The 
  provisions of the foregoing sentence shall not apply to any 
  information which is otherwise available to the public or which 
  has been obtained from sources that are not subject to a similar 
  confidentiality restriction or to disclosures as required by 
  law. Further, Purchaser agrees not to use any Confidential 
  Information for any purpose other than to determine whether to 
  proceed with the transaction contemplated by this Agreement.  
  Upon Closing, all such Confidential Information shall be the 
  sole and exclusive property of Purchaser and not subject in any 
  manner to this confidentiality restriction.   Provided, however, 
  in the event the transaction contemplated by this Agreement does 
  not close for any reason other than a breach by Seller, the 
  provisions of this Section 13.2 shall survive the termination of 
  this Agreement.
  
  13.3   Entire Agreement.  This Agreement, together with all 
  exhibits or schedules either attached or delivered pursuant 
  hereto and other agreements expressly referred to herein, 
  constitutes the entire agreement between the parties with 
  respect to the purchase and sale of the Project.  All prior to 
  or contemporaneous agreements, understandings, representations, 
  warranties and statements, oral or written, are superseded.
  
  13.4   Further Assurances.  The parties agree to take such 
  further action and execute such documents and instruments as may 
  be reasonably required in order to more effectively carry out 
  the terms of this Agreement and the intentions of the parties.
  
  13.5   Modification, Waiver.  Except as expressly 
  contemplated herein, no modification, waiver, supplement or 
  discharge of this Agreement shall be valid unless the same is in 
  writing and signed by the party against whom the enforcement 
  thereof is or may be sought.  No waiver of a breach of any of 
  the terms, covenants or conditions of this Agreement by either 
  party shall be construed or held to be a waiver of any 
  succeeding or preceding breach of the same or any other term, 
  covenant or condition herein contained.  No waiver of any 
  default by either party hereunder shall be implied from any 
  omissions by either party to take any action on account of such 
  default if such default persists or is repeated, and no express 
  waiver shall affect a default other than as specified in such 
  waiver.
  
  13.6   Severability.  If any term, provision, covenant or 
  condition of this Agreement is held to be invalid, void or 
  otherwise unenforceable to any extent by any court of competent 
  jurisdiction, the remainder of this Agreement shall not be 
  affected thereby, and each term, provision, covenant or 
  condition of this Agreement shall be valid and enforceable to 
  the fullest extent permitted by law.
  
  13.7  Successors.  Subject to the restriction on assignment 
  provided herein, all terms of this Agreement shall be binding 
  upon, inure to the benefit of, and be enforceable by the parties 
  hereto and their respective heirs, legal representatives, 
  successors and assigns.
  
  13.8  Assignment.  Purchaser may assign its rights under 
  this Agreement to a wholly owned subsidiary of Purchaser, or to 
  a limited partnership controlled by either Purchaser or its 
  wholly owned subsidiary without Seller's consent; provided, 
  however, no such assignment shall relieve Purchaser of its 
  obligations hereunder and the assignee must sign an assumption 
  agreement in form reasonably acceptable to Seller.  Except as 
  contemplated by the preceding sentence, Seller and Purchaser 
  shall not assign their respective rights, obligations or 
  interest under this Agreement without the prior written consent 
  of the other.
  
  13.9  Survival of Representations and Warranties.  All 
  obligations hereunder to be performed after Closing, and all 
  warranties and representations contained herein, shall survive 
  Closing and the delivery of the Limited Warranty Deed to 
  Purchaser for a period of six (6) months after the Closing, at 
  which time such warranties, representations and covenants shall 
  terminate in all respects unless written notice of any such 
  breach has been delivered to the breaching party prior to such 
  date.  Purchaser shall look solely to the  escrow account 
  described in Section 13.10 to satisfy any damages occasioned by 
  Seller's breach of any representation or warranty contained 
  herein.
  
  13.10  Escrow Account.    Seller shall escrow One Hundred 
  Seventy-Five Thousand and no/100 Dollars ($175,000.00) from its 
  proceeds from this Transaction with the Title Company pursuant 
  to a separate written escrow agreement for six (6) months after 
  Closing to be held in escrow by the Title Company to satisfy any 
  claim(s) by Purchaser against Seller for a breach of its 
  representations or warranties herein or in any Closing Documents 
  or any adjustments necessary pursuant to the last paragraph of 
  Section 3.4.
  
  13.11  Attorneys' Fees.  If either party commences legal 
  proceedings for any relief against the other party arising out 
  of this Agreement, the losing party shall pay the prevailing 
  party's reasonable attorneys' fees.
  
  13.12  Time.  Time is of the essence with respect to this 
  Agreement.
  
  13.13  No Other Inducement.  The making, execution and 
  delivery of this Agreement by the parties hereto has been 
  induced by no representations, statements, warranties or 
  agreements other than those expressed herein.
  
  13.14  Computation of Time Periods.  All periods of the 
  time referred to in this Agreement shall include all Saturdays, 
  Sundays and state or national holidays, unless the period of 
  time specifies business days, provided that if the date or last 
  date to perform any act or give any notice or approval shall 
  fall on a Saturday, Sunday or state or national holiday, such 
  act or notice may be timely performed or given on the next 
  succeeding day which is not a Saturday, Sunday or state or 
  national holiday.
  
  13.15  Notices.  Any notice, request, instruction or other 
  document to be given or furnished under this Agreement by either 
  party to the other party or to the Title Company shall be in 
  writing and shall be delivered personally or shall be sent by 
  facsimile transmission (with a copy sent by regular U. S. mail) 
  or registered or certified mail, postage prepaid, or by prepaid 
  overnight delivery service, at the address or telecopy number in 
  this Section 13.15  or to such other address, telecopy number of 
  person as either party may designate by written notice to the 
  other party.  A notice, request, instruction or other documents 
  shall be deemed to be given (a) when delivered personally, (b) 
  sent by facsimile transmission (with a copy sent by regular U. 
  S. mail), or (c) if sent by certified mail or overnight delivery 
  service, at the time the delivery is indicated on the duly 
  completed United States Postal Service return receipt or the 
  time of package pick up as indicated on the records of or 
  certificates provided by the overnight delivery service.
  
  Seller:			RayVest Limited Partnership
  Attention:  Ken Hatfield
  
  Office Address:	1811 North Freeway
  Suite 300
  Houston, Texas  77060
  
  Telephone Number:	(281) 820-0747
  Telecopy Number:	(281) 820-1673
  
  with a copy to:	Cochran, Rooke & Craft, L.L.P.
  Attention:  John R. Cochran, Jr.
  
  Office Address:	2200 Post Oak Boulevard, Suite 700
  Houston, Texas  77056
  
  Telephone Number:	(713) 621-6600
  Telecopy Number:	(713) 621-8562
  
  Purchaser:		Parkway Properties, L.P.
  Attention:  Mitch Mattingly
  
  Office Address:	12012 Wickchester, Suite 420
  Houston, Texas  77079
  
  Suite 1000, One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi 39201
  
  Mailing Address:	Post Office Box 24647
  Jackson, Mississippi 39225
  
  Telephone Number:	(281) 597-9475; (601) 948-4091
  Telecopy Number	(281) 597-9575; (601) 949-4077
  
  with a copy to:	Forman, Perry, Watkins, Krutz & Tardy, PLLC
  Attention:  Robert C. Hutchison
  
  Office Address:	Suite 1200, One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi  39201
  
  Telephone Number:	(601) 969-7840
  Telecopy Number:	(601) 960-8600
  
  13.16  Headings.  The captions and paragraph headings used 
  in this Agreement are inserted for convenience of reference only 
  and are not intended to define, limit or affect the 
  interpretation or construction of any term or provision hereof.
  
  13.17  Exhibits.  All schedules or exhibits referred to 
  herein or attached hereto are incorporated herein by this 
  reference.
  
  13.18  Counterparts.  This Agreement may be executed in 
  multiple copies, each of which shall be deemed an original, but 
  all of which shall constitute one Agreement binding on all 
  parties.
  
  13.19  Governing Law.  This Agreement shall be governed, 
  construed and enforced in accordance with the laws of the State 
  of Texas.
  
  13.20  Effective Date.  The date of delivery to Title 
  Company of a fully executed counterpart of this Agreement, as 
  evidenced by Title Company's notation in the space set forth 
  below, shall be deemed the effective date of this Agreement (the 
  "Effective Date").
  
  13.21  Limitation on Liability.  Notwithstanding anything 
  contained herein to the contrary, Seller and Purchaser 
  acknowledge and agree that no limited partner of either of them, 
  nor any trustee, director, holder of any beneficial interests, 
  shareholder, officer or employee of either of them or any 
  affiliate of either of them (except an affiliate to which this 
  Agreement has been assigned) shall have any personal liability, 
  directly or indirectly, under this Agreement, or under any 
  certificate, representation, warranty or other instrument 
  delivered in connection herewith, and Seller and Purchaser shall 
  have recourse hereunder only against the other's assets.  Each 
  document to be executed by either Seller or Purchaser at Closing 
  shall contain a similar exculpation.
  
  IN WITNESS WHEREOF, Seller and Purchaser have executed this 
  Agreement as of the Effective Date.
  
  SELLER:
  
  RAYVEST LIMITED PARTNERSHIP, a 
  Texas limited partnership
  
  By:	RayVest GP, Inc., a Texas 
  corporation, its general 
  partner
  Executed by Seller this
  ____ day of September, 1997		By:_______________________
  Name:_____________________
  Title:____________________
  
  PURCHASER:
  
  PARKWAY PROPERTIES, L.P., a 
  Delaware limited partnership
  Executed by Purchaser
  ____ day of September, 1997	By:	Parkway Properties General 
  Partners, Inc., its sole 
  general partner
  
  By:______________________
  Name:____________________
  Title:___________________
  
  By:______________________
  Name:____________________
  Title:___________________
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
  Title Company hereby agrees to perform its obligations 
  under this Agreement and acknowledge receipt of (a) the Escrow 
  Deposit from Purchaser in the amount of ONE HUNDRED THOUSAND AND 
  NO/100 DOLLARS ($100,000.00) on the _____ day of ______________, 
  1997 and (b) a fully executed counterpart of this Agreement on 
  the _____ day of _____________, 1997.
  
  Texas State Title Company, as 
  Agent for _____________ Title 
  Insurance Company
  
  By: ______________________________
  Name: ____________________________
  Title:____________________________
  
                           EXHIBIT 1.2(a)
  
                         LEGAL DESCRIPTION
  
                             EXHIBIT 1.3
  
                          PERSONAL PROPERTY
  
                           EXHIBIT 4.2(a)
  
                       SURVEY CERTIFICATION
  
  The plat of survey must be accompanied by a certificate 
  meeting the following requirements:
  
  1.	The certification should be by a registered land 
  surveyor.
  
  2.	The certification should include the signature with 
  the seal and registration number of the certifying party.
  
  3.	The certification should contain a jurat executed by a 
  notary public.
  
  4.	If the surveyor finds that any easement furnished to 
  him which purports to affect the property does not, in fact, 
  affect the property, he should specifically certify that such 
  easement, identified by book and page of recording, does not 
  affect the property.
  
  5.	The form of certificate should be substantially as 
  follows:  "I,                       a registered land surveyor 
  do hereby certify to                     and                   
  Title Company, that the accompanying plat of survey represents a 
  true and correct survey made by me and has: (i) been prepared in 
  accordance with the most current minimum standard detail 
  requirements for a Land Title Survey adopted by the American 
  Land Title Association and the American Congress on Surveying 
  and Mapping; (ii) includes optional items 2-11 of Table A 
  thereof; and (iii) has been prepared pursuant to the Accuracy 
  Standards (as adopted by ALTA and ACSM) in effect on the date of 
  this Certification of an Urban Survey of the following described 
  property (the "Project") on the       day of                    
       , 199   :
  
  [Insert legal description]
  
  I further certify that:
  
  (i) 	the accompanying plat of survey correctly shows the 
  location of all buildings, structures, and other improvements 
  situated on the Project,
  
  (ii)  except as shown, there are no visible easements or 
  rights-of-way across the Property or other easements or rights-
  of-way affecting the Property of which the undersigned has been 
  advised,
  
  (iii)  there are no party walls included in any buildings, 
  structures, or other improvements on the Property,
  
  (iv)	 except as shown, there are no encroachments on 
  adjoining premises, streets, or alleys by any of the buildings, 
  structures, or other improvements on the Property, and
  
  (v)	except as shown, there are no encroachments on the 
  property by any buildings, structures, or other improvements 
  located on adjoining premises.                 
  
                             EXHIBIT 8.9
  
                      OUTSTANDING COMMISSIONS
                      AND BROKERAGE AGREEMENTS
  
                            EXHIBIT 8.10
  
                       EXISTING INDEBTEDNESS
  
                            EXHIBIT 9.9
  
                     FORM OF LENDER'S ESTOPPEL
  
  Parkway Properties L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
  RE:	Assignment to Parkway Properties L.P. ("Buyer") by RayVest 
  Limited Partnership ("Seller"), of its obligations under 
  New York Life Insurance and Annuity Company ("Lender") loan 
  #_____, in the original principal amount of $______________ 
  (the "Loan")
  
  Gentlemen:
  
  Lender hereby certifies to Parkway Properties L.P., and its 
  successors or assigns that:
  
  (a)	All sums payable under the Loan have been paid through 
  ______, 19___;
  
  (b)	The outstanding principal balance of the Loan as of 
  _______               , 1997 is     _________	. 
  
  (c)	Attached hereto as Exhibit A are true and complete 
  copies of the following documents (the "Loan 
  Documents"):
  
  1.	Promissory Note, dated April 28, 1995.
  
  2.	Deed of Trust and Security Agreement dated April 
  28, 1995.
  
  3.	Assignment of Rents and Leases, dated April 28, 
  1995.
  
  4.	Escrow Agreement dated April 28, 1995.
  
  (d)	The Loan Documents set forth the entire 
  agreement between the Lender and Seller, are 
  in full force and effect in accordance with 
  their terms and, to Lender's knowledge, have 
  not, in any way, been amended, modified,  or 
  assigned;
  
  (e)	To Lender's knowledge, there exists no 
  default by either party to the Loan 
  Documents, or other grounds for declaring an 
  event of default thereunder;
  
  (f)	Lender has not assigned or otherwise transferred any 
  of its interest under the Loan Documents. 
  
  (g)	Other than as set forth in Exhibit B, there are no 
  escrow, improvement accounts maintained, by Lender, or 
  required to be maintained by Lender or funded by 
  Seller in connection with the Loan Documents.  Seller 
  has met all of its obligations to fund any such 
  accounts.
  
  Lender understands that Purchaser is relying on the above 
  representations in connection with the purchase of the above 
  referenced property and assuming the Loan and does hereby 
  warrant and affirm to and for the benefit of Purchaser, its 
  successors and assigns, that each of the foregoing 
  representations is true, correct and complete as of the date 
  hereof.
  
  New York Life Insurance and 
  Annuity
  Corporation
  
  By:                          
   
  Name:                        
   
  Title:                       	
  			Date:                 _______
  
      EXHIBIT 9.9.1
  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  Parkway Properties, L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
  RE:	_______________________
  
  Gentlemen:
  
  The undersigned as Tenant hereby certifies to Parkway 
  Properties, L.P., and its successors or assigns ("Purchaser"), 
  and any beneficiary under a deed of trust covering the above 
  captioned property ("Mortgagee") that:
  
  (a)	It is a Tenant of a portion of the captioned 
  property under a certain lease (the "Lease") 
  as follows:
  
  Landlord:                                   
  
  Tenant:                                     
  
  Lease Dated:                                
  
  Amendment(s) Dated (if any):                          
   
  
  Current Annual Base Rent:                             
   
  
  Current CAM or Operating Expense Charges:             
   
  
  Square Footage:                    
  
  Original term (or current option period,
  if applicable) expires:                          
  
  Security Deposit and/or
  Lease Deposit:  $                 
  
  Outstanding Tenant Improvement Allowance (if any): 
  $_______________
  
  Outstanding Leasing Commission (if any): 
  $______________
  
  (b)	All rentals payable under the Lease have been paid 
  through ______, 19___; and except for _________, no 
  rent has been paid more than one month in advance of 
  its due date.
  
   	(c)	That attached hereto as Exhibit A is a true 
  and complete copy of the Lease and all 
  amendments thereto.
  
  (d)	Tenant has unconditionally accepted and 
  occupied the leased premises, is paying rent 
  under the Lease without claim or right of 
  set-off, or claim of any default by the 
  Landlord, and is now conducting business on 
  the premises;
  
  (e)	The Lease sets forth the entire agreement 
  between the Landlord and Tenant, is in full 
  force and effect in accordance with its 
  terms and has not, in any way, been amended, 
  modified, assigned or sublet;
  
  (f)	There exists no default by either party to 
  the Lease, or other grounds for ceasing or 
  reducing the payment of rental, or for 
  cancellation or termination of the Lease;
  
  (g)	All requirements of the Lease have been 
  complied with and no charges, set-offs or 
  other credits exist against the rentals;
  
  (h)	The Lease contains, and Tenant has, no outstanding 
  options or rights of first refusal to purchase the 
  Premises nor any part of the real property of which 
  the Premises are a part.
  
  (i)	Tenant has not assigned, mortgaged, sublet, encumbered 
  or otherwise transferred any of its interest under the 
  Lease and has received no notice of any assignment, 
  mortgage or encumbrance of the Lease by Landlord.
  
  From and after the date that Purchaser acquires title to the 
  Project:
  
  (j)	Tenant shall not agree to any alteration, 
  modification, amendment or termination of 
  its Lease, nor subordinate or permit 
  subordination of the Lease to any lien in 
  favor of anyone other than Purchaser or 
  Mortgagee, without first obtaining 
  Purchaser's or such Mortgagee's prior 
  written approval provided Tenant has been 
  provided the name and address of such 
  Mortgagee;
  
  (k)	Tenant shall give any Mortgagee 30 days 
  notice of any default by the Landlord under 
  the Lease and a reasonable opportunity for 
  Mortgagee to cure any default upon 
  Borrower's failure to do so;
  
  (l)	Tenant will not pay rent in advance for more 
  than the current month without Mortgagee's 
  prior written consent.  No concession or 
  allowance has been granted by Landlord which 
  permits Tenant to occupy the leased premises 
  without payment of Rent or any other 
  financial obligation contained in the Lease, 
  nor will Tenant accept such concession or 
  allowance or negotiate for the same without 
  the prior written consent of Purchaser or 
  Mortgagee;
  
  (m)	Purchaser may subsequently execute and 
  deliver to Mortgagee an Assignment of Leases 
  and Rents conveying the rentals under the 
  Lease as additional security for a loan 
  secured by the _________________ Building, 
  and Tenant hereby expressly consents to such 
  Assignment and has no notice of a prior 
  Assignment of the Lease or the rents 
  thereunder;
  
  (n)	Tenant will not look to any mortgagee, or 
  its successors or assigns, for the return of 
  or credit for security deposit or prepaid 
  rent, if any, unless said sums have been 
  actually transferred to such mortgagee or 
  its successors or assigns.
  
  Tenant understands that Purchaser is relying on the above 
  representations in connection with the purchase of the above 
  referenced building and does hereby warrant and affirm to and 
  for the benefit of Purchaser, its successors and assigns, that 
  each of the foregoing representations is true, correct and 
  complete as of the date hereof.
  
                               
  
  By:                          
  Name:                        
  Title:                       	
  			Date:                _______
  
                             EXHIBIT 9.9.2
  
                  FORM OF SELLER ESTOPPEL CERTIFICATE
  	
  Parkway Properties, L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
  RE:	_____________
  
  Gentlemen:
  
  The undersigned as Landlord hereby certifies to Parkway 
  Properties, L.P. and its successors and assigns ("Purchaser")  
  that:
  
  (a)	It is a Landlord of a portion of the above 
  referenced property under a certain lease 
  (the "Lease") as follows:
  
  Landlord:                                   
   
  
  Tenant:                                      
  
  Lease Dated:                                 
  
  Amendment(s) Dated (if any):                          
  
  Current Annual Base Rent:                             
  
  Current CAM or Operating Expense Charges:             
  
  Square Footage:                    
  
  Original term (or current option period,
  if applicable) expires:                          
  
  Security Deposit and/or
  Lease Deposit:  $                 
  
  Outstanding Tenant Improvement Allowance (if any): 
  $_______________
  Outstanding Leasing Commission (if any): 
  $______________
  (b)	All rentals payable under the Lease have been paid 
  through ________, 19___.
   	(c)	That attached hereto as Exhibit A is a true 
  and complete copy of the Lease and all 
  amendments thereto.
  
  (d)	Tenant has unconditionally accepted and 
  occupied the leased premises, commenced 
  payment of rent under the Lease without 
  claim or right of set-off, or claim of any 
  default by the Landlord, and is now 
  conducting business on the premises;
  
  (e)	The Lease sets forth the entire agreement 
  between the Landlord and Tenant, is in full 
  force and effect in accordance with its 
  terms and has not, in any way, been amended, 
  modified, assigned or sublet;
  
  (f)	There exists no default by either party to 
  the Lease, or other grounds for ceasing or 
  reducing the payment of rental, or for 
  cancellation or termination of the Lease;
  
  (g)	All requirements of the Lease have been 
  complied with and no charges, set-offs or 
  other credits exist against the rentals;
  
  Landlord understands that Purchaser is relying on the above 
  representations in consenting to purchase the above referenced 
  building and does hereby warrant and affirm to and for the 
  benefit of Purchaser, its successors and assigns, that each of 
  the foregoing representations is true, correct and complete as 
  of the date hereof.  Purchaser acknowledges that this Seller's 
  Estoppel Certificate shall terminate upon delivery of a Tenant's 
  Estoppel Certificate in a form reasonably acceptable to 
  Purchaser and containing information consistent with the 
  information set forth herein.
                               
  
  By:                          
   
  Name:                        
   
  Title:                       
   
  Date:                        
   
  
                          EXHIBIT 10.3(a)
                  FORM OF SPECIAL WARRANTY DEED
  
  	SPECIAL WARRANTY DEED
  
  THE STATE OF TEXAS	
  KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF HARRIS	
  
  THAT, RAYVEST LIMITED PARTNERSHIP, a __________ limited 
  partnership (hereinafter called "Grantor"), for and in 
  consideration of TEN AND NO/100 DOLLARS ($10.00), and other good 
  and valuable consideration to Grantor in hand paid by PARKWAY 
  PROPERTIES, L.P., a limited partnership (hereinafter called 
  "Grantee"), the receipt and sufficiency of which are hereby 
  acknowledged, has GRANTED, SOLD and CONVEYED, and by these 
  presents does GRANT, SELL and CONVEY unto the said Grantee, all 
  that certain lot, tract or parcel of land, together with all 
  improvements thereon, lying and being situated in the County of 
  Harris and State of Texas described on Exhibit A attached 
  hereto, together with all rights and appurtenances thereunto 
  belonging or appertaining, and all rights, titles and interests 
  of Grantor in and to any and all roads, easements, streets and 
  ways within, adjacent or contiguous thereto (hereinafter 
  collectively referred to as the "Property").
  
  This conveyance is subject to the valid and subsisting 
  easements, restrictions, covenants, conditions and outstanding 
  mineral and royalty interests affecting the Property and 
  described on  Exhibit B attached hereto.
  
  TO HAVE AND TO HOLD the Property, together with all and 
  singular the rights and appurtenances thereto in anywise 
  belonging unto the said Grantee, its heirs, executors, legal 
  representatives, successors and assigns forever; and Grantor 
  does hereby bind itself, its heirs, executors, legal 
  representatives, successors and assigns, to WARRANT and FOREVER 
  DEFEND, all and singular the Property unto the said Grantee, its 
  heirs, executors, legal representatives, successors and assigns, 
  against every person whomsoever lawfully claiming or to claim 
  the same or any part thereof by, through or under Grantor, but 
  not otherwise.
  
  Grantee's address is 
  
  Parkway Properties, L.P.
  1000 One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi  39201	
  
  Current taxes on the Improvements have been prorated and 
  payment thereof is assumed by Grantee.
  
  EXECUTED this ____ day of _________________________, 1997.
  
  GRANTOR:
  
  RayVest Limited Partnership, a 
  ____________ limited partnership
  
  By:______________, its general 
  partner
  
      By:_______________________
      Name:_____________________
      Title:____________________
  
  STATE OF __________
  
  COUNTY OF _________
  
  	(INSERT NOTARY ACKNOWLEDGMENT)
  
  _______________________________
  NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  PREPARED BY AND
  AFTER RECORDING RETURN TO:
  
  ____________________________________
  ____________________________________
  ____________________________________
  ____________________________________
  
                           EXHIBIT 10.3(b)
  
                               FORM OF
                     BILL OF SALE AND ASSIGNMENT
  
                ASSIGNMENT AND ASSUMPTION AGREEMENT
                         AND BILL OF SALE
   
  This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE 
  ("Assignment"), is made by and between _______________, a 
  ______________ ("Assignor") and Parkway Properties, L.P., a 
  Delaware limited partnership  ("Assignee").
  
  	W I T N E S S E T H:
  
  WHEREAS, by Purchase and Sale Agreement ("Purchase 
  Agreement") dated as of _______, 1997, by and between Assignor 
  and Assignee, Assignor agreed to sell to Assignee certain real 
  property, and the improvements located thereon ("Project") as 
  more particularly described in the Purchase Agreement; and
  
  WHEREAS, the Purchase Agreement provides, inter alia, that 
  Assignor shall assign to Assignee certain contractual and other 
  intangible rights, that Assignee shall assume all of the 
  obligations of Assignor with respect to the property so assigned 
  from and after the date of such assignment, and that Assignor 
  and Assignee shall enter into this Assignment.
  
  NOW, THEREFORE, in consideration of the premises and the 
  mutual covenants herein contained, the parties hereto hereby 
  agree as follows:
  
  1.	Assignment.  Assignor hereby assigns, sets over and 
  transfers to Assignee all tangible and intangible personal 
  property owned by Assignor, located on the real property 
  described on Exhibit A hereto, and used in the ownership, 
  operation and maintenance of such real property including, 
  without limitation, the following (collectively called the 
  "Personal Property"):
  
  (i)	All rights (if any) to use the name "The 
  Raytheon Building" to the extent such rights are 
  assignable without expense to Assignor and only as 
  such rights relate directly to the Project (but 
  Assignor does not represent that it has exclusive 
  rights to use such trade name and Assignor has not 
  registered the same in any manner);
  
  (ii)	The items of personal property described on 
  Exhibit B hereto;
  
  (iii)	The interest of Assignor under the 
  contracts and agreements described on Exhibit C hereto 
  (collectively, the "Contract");
  
  (iv)	The interest of the landlord under the 
  tenant leases encumbering the real property described 
  on Exhibit D hereto (collectively, the "Leases");
  
  (v)	To the extent assignable without expense to 
  Assignor, the interest of Assignor in and to tenant 
  lease files and correspondence relating to the Leases, 
  plans and specifications with respect to the Project, 
  promotional materials with respect to the leasing of 
  space within the Project, warranties and guaranties 
  relating to any of the other property to be conveyed 
  pursuant to the Purchase Agreement, licenses and 
  permits relating to the Project, and all other 
  property to be conveyed pursuant to the Purchase 
  Agreement.
  
  2.	Assignee's Assumption and Indemnification.  Assignee 
  hereby assumes the obligation to pay any and all liabilities and 
  obligations arising or accruing under any of the Contracts and 
  Leases on or after the effective date hereof.  Assignee agrees 
  to indemnify, defend and hold harmless Assignor from any loss, 
  cost, claim, liability, expense or demand of whatever nature 
  under any of the Contracts and Leases above arising or accruing 
  on or after the effective date hereof.
  
  3.	Assignor's Indemnification.  Assignor agrees to 
  indemnify, defend and hold harmless Assignee from any loss, 
  cost, claim, liability, expense or demand of whatever nature 
  under any of the property described in Paragraph 1 above arising 
  or accruing prior to the effective date hereof.  
  
  4.	Special Warranty of Title.  Assignor does hereby bind 
  itself, its legal representatives, successors and assigns, to 
  SPECIALLY WARRANT, and FOREVER DEFEND title to the property 
  conveyed hereby unto Assignee, its legal representatives, 
  successors and assigns, against every person whomsoever lawfully 
  claiming or to claim same or any part thereof, by, through or 
  under Assignor, but not otherwise.
  
  5.	Limitation on Liability.  Notwithstanding anything 
  contained herein to the contrary, Assignor acknowledges and 
  agrees that no limited partner of Assignee, nor any trustee, 
  director, holder of any beneficial interests, shareholder, 
  officer or employee of Assignee or any affiliate of Assignee 
  shall have any personal liability, directly or indirectly, under 
  this Assignment, and Assignor shall have recourse hereunder only 
  against Assignee's assets.
  
  6.	Miscellaneous.  This Assignment and the obligations of 
  the parties hereunder shall survive the closing of the 
  transaction referred to in the Purchase Agreement, shall be 
  binding upon and inure to the benefit of the parties hereto, 
  their respective legal representatives, successors and assigns, 
  shall be governed by and construed in accordance with the laws 
  of the State of Georgia applicable to agreements made and to be 
  wholly performed within said State, and may not be modified or 
  amended in any manner other than by a written agreement signed 
  by the party to be charged therewith.
  
  EXECUTED TO BE EFFECTIVE as of the ______ day of 
  ________________, 1997.
  
  ASSIGNOR:
  
  ______________, a _______________
  
  By:______________________________
  Name:____________________________
  Title:___________________________
  
  By:______________________________
  Name:____________________________
  Title:___________________________
  
  ASSIGNEE:
  
  PURCHASER:
  
  PARKWAY PROPERTIES, L.P.
  
  By:  Parkway Properties General 
  Partners, Inc., its sole general 
  partner
  
  By:_______________________________
  Name:_____________________________
  Title:____________________________
  
  By:_______________________________
  Name:_____________________________
  Title:____________________________
  
  EXHIBIT 10.3(f)
  
                      FORM OF FIRPTA AFFIDAVIT
  
  STATE OF _______________	
  KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF ______________	
  
  Section 1445 of the Internal Revenue Code provides that a 
  transferee of a U.S. real property interest must withhold tax if 
  the transferor is a foreign person.  To inform  Parkway 
  Properties, L.P., a Delaware limited partnership ("Transferee"), 
  that withholding of tax is not required upon the disposition of 
  a U.S. real property interest by ________________, a 
  _______________ ("Transferor"), the undersigned hereby certifies 
  as follows:
  
  1.	Transferor is not a foreign corporation, foreign 
  partnership, foreign trust or foreign estate (as those 
  terms are defined in the Internal Revenue Code and Income 
  Tax Regulations);
  
  2.	Transferor's U.S. employer identification number is: 
  #______________________;
  
  3.	Transferor's office address is 
  _________________________________________;
  
  Transferor understands that this certification may be 
  disclosed to the Internal Revenue Service by the Transferee and 
  that any false statement contained herein could be punished by 
  fine, imprisonment, or both.
  
  Under penalties of perjury, the undersigned, in the 
  capacity set forth below, hereby declares that he has examined 
  this certification and to the best of his knowledge and belief 
  it is true, correct and complete, and the undersigned further 
  declares that he has authority to sign this document in such 
  capacity.
  
  EXECUTED to be effective as of the ____ day of ___________, 
  1997.
  
  TRANSFEROR:
  __________________________________
  
  STATE OF ___________________
  COUNTY OF __________________
  
  	(INSERT NOTARY ACKNOWLEDGMENT)
  
  __________________________________
  NOTARY PUBLIC
  
  My Commission Expires:______________________                    
  [AFFIX NOTARIAL SEAL]
  
   
   
  
   
   
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