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):  July 31, 1997
                                                    ---------------
  
  
                      PARKWAY PROPERTIES, INC.
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       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
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  (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
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  (Address of principal executive offices)               (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
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   (Former name or former address, if changed since last report)
  
  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
             On  July  31,  1997,  a limited partnership  in  which
  Parkway  Properties, Inc. is a 99% limited partner and a  wholly-
  owned  subsidiary is a 1% general partner purchased  the  296,797
  square  foot  NationsBank Tower in Columbia, South  Carolina  for
  $20,600,000  from  an  unrelated party. NationsBank  Tower  is  a
  twenty-story  office building with an attached 565 space,  eight-
  level parking deck.  The building was constructed in 1973 and  is
  located on Gervais Street in the Central Business District (CBD).
  The building is 95% leased to 18 tenants with 4 tenants occupying
  68% of the building. The purchase was funded with bank borrowings
  on a line of credit with Deposit Guaranty National Bank at a rate
  equal to the 90-day Libor rate plus 1.75%, currently 7.56%.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial statements of NationsBank Tower required
                 by  Item  7(a)  of  Form 8-K, but  such  financial
                 statements will be filed as soon as practical  but
                 not  later than 60 days after the filing  of  this
                 Form 8-K.
  
            (b)  Pro Forma Consolidated Financial Statements
  
                            The  pro  forma consolidated  financial
                 statements   will  be  filed  with   the   audited
                 financial statements of NationsBank Tower.
  
            (c)  Exhibits.
  
                                 (10)  Purchase and Sale  Agreement
                 between Central City General, L.P. and M. B.  Kahn
                 Construction  Co.,  Inc. and  Parkway  Properties,
                 Inc.  dated  June  16, 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.
  
  
                              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:     August 13, 1997          PARKWAY PROPERTIES, INC.
  
  
                                     By:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President,
                                          Chief Financial Officer,
                                          Treasurer and Secretary
  
  
  
  
  
                     PURCHASE AND SALE AGREEMENT
                                  
                                among
                                  
                     CENTRAL CITY GENERAL, L.P.
                                 and
                  M. B. KAHN CONSTRUCTION CO. INC.
                 (jointly and severally as Sellers)
                                  
                                 and
                                  
                      PARKWAY PROPERTIES, INC.
                           (as Purchaser)
                                  
                            JUNE 16, 1997
                                  
                     PURCHASE AND SALE AGREEMENT
  
  
        This Purchase and Sale Agreement ("Agreement") is made  and
  entered into as of this the ____ day of June, 1997, by and  among
  Central  City General, L.P., a South Carolina limited partnership
  and   M.  B.  Kahn  Construction  Co.,  Inc.,  a  South  Carolina
  corporation  (jointly and severally, the "Sellers")  and  Parkway
  Properties, Inc., a Maryland corporation ("Purchaser").
  
        WHEREAS, Sellers are the owner of a parcel of land  located
  in   Richland   County,  South  Carolina,  as  more  specifically
  described on Exhibit (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 "NationsBank Tower"  (collectively,
  the "Improvements"); and
  
       WHEREAS, Sellers desire to sell, transfer, assign and convey
  to  Purchaser, and Purchaser desires to purchase and acquire from
  Sellers all of Sellers' 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 Sellers 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, Sellers, jointly and
  severally, agree 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  Sellers   (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 (a) attached hereto (the "Land").
  
                    (b)    Description   of   Improvements.     The
  Improvements,   including  NationsBank  Tower,  Columbia,   South
  Carolina  containing approximately 296,796 rentable  square  feet
  and  that  certain  eight (8) story parking  facility  containing
  approximately  565  parking spaces, 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
  Sellers 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
  Sellers 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 material tangible
  personal property located on or attached to the Real Property and
  owned by Sellers and used or available for use by Sellers 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 Sellers' right,  title  and
  interest   in   all   equipment,  tools,  machinery,   furniture,
  furnishings, office and other supplies, inventories, spare  parts
  and  other  tangible personal property located on or attached  to
  the  Real  Property.  The tangible Personal Property specifically
  includes all tangible personal property located in any management
  office  at  the  Real Property owned or leased by  Sellers.   The
  tangible  Personal  Property is generally  described  on  Exhibit
  attached hereto.
  
                  (b)  Description of Intangible Personal Property.
  The   intangible  Personal  Property  consists  of  all  material
  intangible personal property owned by Sellers and used by Sellers
  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
  "NationsBank Tower" on a non-exclusive basis with respect to  the
  Project  only  for  so  long as NationsBank N.A.  ("NationsBank")
  continues  to lease space within the Project and for a reasonable
  transition  period of one year after Purchaser  receives  written
  notice  of  termination from NationsBank;  and  (v)  all  leases,
  tenancies  and  rental  agreements or arrangements  with  tenants
  (collectively  "Leases" or individually, "Lease")  and  security,
  damage  and other deposits and payments which have been collected
  by Sellers with respect to the Leases and not retained by Sellers
  in   accordance  with  the  terms  of  the  Leases  (collectively
  "Deposits").
  
  
  
                              ARTICLE 2
                                  
                           PURCHASE PRICE
                                  
        2.1   Excrow Deposit.  (a) Purchaser shall within  two  (2)
  business  days following the execution of this Agreement  deliver
  to  Firm Title, Inc. as agent for Lawyers Title Insurance Company
  ("Escrow  Agent")  the  sum of TWO HUNDRED  THOUSAND  AND  NO/100
  DOLLARS ($200,000.00) ("Escrow Deposit") in lawful funds  of  the
  United States of America to be deposited into an interest bearing
  account.  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 Escrow Agent 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)  Sellers' default; (ii) the non-satisfaction of
  the  conditions  set  forth in Section  ;  or  (iii)   except  as
  otherwise  set  forth  herein, but shall be credited  toward  the
  Purchase  Price upon Closing.  Escrow Agent 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  74-2123527.   Purchaser  and  Sellers
  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  Sellers
  unless Sellers' performance is excused due to a prior default  of
  Purchaser,  the  Escrow Deposit and all accrued interest  thereon
  shall be delivered to Sellers as herein set forth.
  
             (b)  The sole responsibility of Escrow Agent 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  Escrow
  Agent  may  continue to hold such funds until receipt of  written
  instructions acknowledged and agreed to by Purchaser and  Sellers
  or  may  deposit  such funds with the Circuit Court  of  Richland
  County,  South Carolina and interplead the Purchaser and  Sellers
  in connection therewith.  Purchaser acknowledges that Firm Title,
  Inc.  is  a  wholly-owned subsidiary of McNair  Law  Firm,  P.A.,
  counsel to Sellers.
  
        2.2        Purchase  Price.  Sellers  agree  to  sell,  and
  Purchaser  agrees to purchase, the Project for a  total  purchase
  price   equal   to   TWENTY-ONE  MILLION  AND    NO/100   DOLLARS
  ($21,000,000.00) ("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.   The
  Purchase  Price,  plus  or minus prorations,  shall  be  paid  in
  immediately available funds at Closing.
  
        2.3       Independent Consideration.  Sellers and Purchaser
  acknowledge  and  agree  that  One  Hundred  and  No/100  Dollars
  ($100.00) of the Escrow Deposit shall be paid to Sellers if  this
  Agreement is terminated for any reason (the "Independent Contract
  Consideration").   Moreover,  Sellers and  Purchaser  acknowledge
  and  agree that the Independent Contract Consideration  has  been
  bargained  for  and  agreed  to as additional  consideration  for
  Sellers'  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, Sellers shall be  entitled  to  the
  Independent Contract Consideration.
  
                              ARTICLE 3
  
                           ESCROW; CLOSING
  
        3.1        Escrow  Agent.  Escrow Agent is  authorized  and
  instructed to act as escrow agent pursuant to the terms  of  this
  Agreement.   By execution of the acknowledgment attached  hereto,
  Escrow   Agent  acknowledges  receipt  of  the  Escrow   Deposit.
  Purchaser  and  Sellers  shall  execute  any  additional   escrow
  instructions reasonably required by Escrow Agent 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  as
  mutually agreed to by Purchaser and Sellers and at the offices of
  Sellers'  counsel  at  the McNair Law Firm,  P.A.,  1301  Gervais
  Street, Columbia, South Carolina or as Sellers and Purchaser  may
  otherwise  mutually determine (hereafter referred to as  "Closing
  Date"  or  "Closing") provided, however, in no  event  shall  the
  Closing  Date be more than seven (7) calendar days after the  end
  of the Inspection Period.
  
       3.3       Closing Costs.
  
                  (a)   Sellers' Payments.  Sellers shall  pay  the
  cost and expenses, if any, of (i) the fees for recording the deed
  conveying  the Real Property; (ii) any transfer tax,  documentary
  stamp  tax or similar tax which becomes payable by reason of  the
  transfer  of  the Project; and (iii) one-half of any escrow  fees
  charged by Escrow Agent, if any.
  
                  (b)   Purchaser's Payments.  Purchaser shall  pay
  the cost and expenses, if any, of  (i) the survey; (ii) the title
  search  and  title  insurance commitment for  the  owner's  title
  insurance  policy  (iii)  the premium for  the  owner's  extended
  coverage  title  policy and the cost of applicable  endorsements;
  and (iv) one-half of any escrow fees charged by Escrow Agent,  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
  Sellers  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 Sellers to Purchaser at
  Closing.   Delinquent rents and additional  rents  owed  for  the
  month  during  which Closing occurs (for the pro rata  period  of
  Sellers' ownership of such Project) or prior to the month  during
  which  the  Closing  takes place shall  remain  the  property  of
  Sellers,  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 Sellers and shall  cooperate
  with  Sellers in the collection of any such delinquent rents  and
  additional  rents.  Sellers 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.  Sellers  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.  Sellers
  shall receive payment of such additional rent from Purchaser upon
  receipt  thereof  by Purchaser subsequent to  the  Closing  Date.
  Sellers'  portion  of  additional rent attributable  to  expenses
  incurred  during the 1997 lease year shall be calculated  through
  the  Closing  Date.   Seller shall receive  all  additional  rent
  attributable  to  expenses incurred in the  1996  lease  year  as
  reflected  on  the  report relating to additional  rent  attached
  hereto as Exhibit (c).
  
                  (d)   Taxes.   Ad  valorem and personal  property
  taxes and assessments against the Project for the year of Closing
  shall be prorated between Sellers 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,  Sellers
  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 Sellers 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 Sellers shall belong to
  Sellers.
  
                  (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  Sellers  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 Sellers and will  be  paid
  by Sellers promptly upon receipt of billing therefor.
  
                  (h)  Leasing Costs.  Sellers 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  Sellers 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 Sellers shall receive a credit at Closing  for  any
  such  costs  previously paid by Sellers.   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.
  
        The  agreements with respect to prorations in this  Section
  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
  additional  rent  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 Sellers.
  
                                  
                              ARTICLE 4
  
                            TITLE MATTERS
  
        4.1        Title  Report/Commitment  for  Title  Insurance.
  Purchaser and Sellers hereby instruct Escrow Agent or such  other
  title  company  as  Purchaser may request  ("Title  Company")  to
  prepare  and  deliver  to  Purchaser, Sellers  and  the  surveyor
  described below, at Purchaser's expense, a commitment to issue an
  owner's  title  insurance policy 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  (1992-B form with the creditor's rights exception  deleted)
  Extended Form of policy in the full amount of the Purchase  Price
  pursuant  to  Section 4.4 hereof.  Sellers 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.  Contemporaneously with the execution  of
  this  Agreement, Sellers shall provide Purchaser a  photocopy  of
  its  existing survey of the Project so that Purchaser can contact
  the  surveyor  to update said survey.  Purchaser  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,  Sellers and Title Company.  Such survey  shall  be  a
  currently  dated ALTA/ASCM land title survey of the Land  and  of
  the  Improvements situated thereon (the "Survey"), prepared by  a
  surveyor licensed by the State of South Carolina and certified to
  Purchaser  and  Title Company by such surveyors in conformity  to
  the  Certificate attached hereto as Exhibit 4.2(a).  In  addition
  to  the  requirements set forth in attached Exhibit  4.2(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.   Sellers  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 Sellers 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
  timely  objected  to  by  Purchaser  or  subsequently  waived  by
  Purchaser  shall  be  deemed a permitted  exception   ("Permitted
  Exception").   Except as set forth below, Sellers shall  have  no
  obligation to cure any Title Defect.  Sellers' failure to respond
  within  three (3) days after receipt of Purchaser's Notice  shall
  be  deemed  a  decision by Sellers not to cure any Title  Defect;
  provided,  however, Sellers 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.
  Within  three  (3) days of Sellers' 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 timely respond shall be deemed a  decision
  by  Purchaser to waive the Title Defects to which Sellers  decide
  not to cure.  If the Title Defects, that Sellers elected to cure,
  are not cured by Sellers 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,  Sellers   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 1992-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.  Sellers  have  or  will
  deliver or cause to be delivered to Purchaser prior to expiration
  of  the  Inspection  Period, to the extent same  are  within  the
  possession  or  control of Sellers, copies of all  schedules  and
  documents   referred   to   in   this   Agreement   ("Information
  Schedules"),   including  the  following  schedules   and   other
  information described below:
  
                  (a)   Rent Roll.  A complete list and description
  ("Rent Roll"), and true and complete copies, of all Leases.
  
                  (b)  Contracts.  An itemized schedule ("Contracts
  Schedule")   of  all  written  and  oral  service,   maintenance,
  management  and other agreements, equipment or appliance  leases,
  non-governmental franchises, contracts and arrangements  relating
  or  pertaining to the 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 Sellers to Purchaser at  Closing,
  to  the extent assignable.  The Contracts Schedule shall note any
  Contracts which are not assignable or cancelable at Closing.
  
                  (c)   Personal  Property.  A  true  and  complete
  schedule  and description ("Personal Property Schedule")  of  all
  material tangible Personal Property.
  
                  (d)  Permits.  A list ("Permits Schedule") of all
  current  franchises, business or other licenses, bonds,  permits,
  certificates 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  Sellers
  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,
  Sellers  may  provide to Purchaser copies of all Permits  in  its
  possession or control.
  
                  (e)   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.
  
                   (f)    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.
  
                  (g)  Repair History.  A true and complete list of
  all  major (i.e., costing more than $20,000) repairs of a capital
  nature which Sellers have undertaken with respect to the  Project
  during the two (2) years immediately preceding the date hereof.
  
                  (h)   Operating Statements.  Materially true  and
  complete  copies of all operating statements for the Project  for
  the  last two calendar years and for each calendar month of  1997
  through the month ending April 30.
  
                  (i)  Prior Studies.  True and complete copies  of
  any  prior third party studies and reports, in the possession  of
  Sellers  or  Sellers' agents, affiliates or management  companies
  relating   in   any  manner  to  the  environmental,  structural,
  mechanical, or engineering status of any portion of the Project.
  
                  (j)   Plans.   Copies of all construction  plans,
  diagrams and schematics of the Real Property and Improvements  in
  Sellers' possession or control made available to Purchaser at the
  Project.
  
                              ARTICLE 6
  
                             INSPECTION
  
        6.1        Inspection Period.  Sellers and Purchaser  agree
  that  Purchaser  has  sufficient time, access  and  resources  to
  conduct  an independent evaluation and assessment of the Project,
  the  Information Schedules and all other matters relating to  the
  purchase of the Project, and that Purchaser is not relying on any
  representation  or  warranty  of  Sellers  with  regard  to   the
  Information Schedules except as expressly set forth herein and in
  the  documents  to  be executed at Closing.   During  the  period
  ending at 5:00 p.m., local time, on June 16, 1997 (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  Sellers, (iii) interview all 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.  Subject  to  the  provisions  of
  Section    below,   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 Sellers' 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 Sellers, 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.  Sellers shall have the right, at
  its option, to cause a representative of Sellers 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 Sellers  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.    With   respect  to  any  subsurface  or  environmental
  investigations  (excepting only a Phase I  environmental  audit),
  Purchaser  shall  notify Sellers in writing of its  intention  to
  undertake such investigations and obtain Sellers' written consent
  to  any  such investigations.  Provided, however, Sellers  hereby
  consent  to  asbestos sampling as recommended in  prior  Phase  I
  environmental audits.
  
       6.2       Right of Termination.  Notwithstanding anything in
  this  Agreement to the contrary, Purchaser shall have  the  right
  for  any Stated Reason (as hereinafter defined) to terminate this
  Agreement  by  written  notice  to  Sellers  on  or  before   the
  expiration  of  the  Inspection Period and  Title  Company  shall
  immediately  refund  to  Purchaser the  Escrow  Deposit  and  any
  interest  thereon.  "Stated Reason" shall mean (a)  environmental
  conditions,  (b)  mechanical, electrical,  plumbing,  foundation,
  structural  or  operating systems condition of the  Project,  (c)
  zoning, parking, building codes or other use restrictions of  the
  Project,  or  (d)  tenant  or rent roll related  issues,  all  as
  determined in Purchaser's sole and absolute discretion.   In  the
  event the transaction does not close for any reason other than  a
  default  by  Sellers,  Purchaser shall  deliver  to  Sellers  all
  materials,  studies or documents received from third  parties  or
  Sellers 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  corporation,  duly
  formed,  organized, existing and in good standing under the  laws
  of  the State of Maryland; Purchaser has full legal right,  power
  and  authority to execute and fully perform its obligations under
  this Agreement, without the need for any further action under its
  governing  instruments; and the persons executing this  Agreement
  and   the  other  documents  required  hereunder  are  the   duly
  designated officers of Purchaser and are authorized to do so.
  
        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  Sellers Representations.   Except  as
  expressly  set  forth  herein,  Purchaser  acknowledges  that  no
  representations or warranties, express or implied, have been made
  by Sellers or Sellers' representatives.
  
        7.4        "AS  IS, WHERE IS".  EXCEPT AS EXPRESSLY  STATED
  HEREIN,  PURCHASER ACKNOWLEDGES AND AGREES THAT SELLERS HAVE  NOT
  MADE,  DOES  NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS  ANY
  REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,  AGREEMENTS  OR
  GUARANTIES  OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER  EXPRESS
  OR  IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
  CONCERNING  OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY  OR
  CONDITION  OF  THE  PROJECT, INCLUDING, WITHOUT  LIMITATION,  THE
  WATER,  SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED  FROM  THE
  PROJECT;  (C)  THE SUITABILITY OF THE PROJECT  FOR  ANY  AND  ALL
  ACTIVITIES  AND USES WHICH PURCHASER OR ANYONE ELSE  MAY  CONDUCT
  THEREON; (D) THE COMPLIANCE OF OR BY THE PROJECT OR ITS OPERATION
  WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
  GOVERNMENTAL   AUTHORITY   OR   BODY;   (E)   THE   HABITABILITY,
  MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR  FITNESS  FOR  A
  PARTICULAR  PURPOSE OF THE PROJECT; (F) THE MANNER OR QUALITY  OF
  THE  CONSTRUCTION  OF  MATERIALS, IF ANY, INCORPORATED  INTO  THE
  PROJECT;  (G)  THE MANNER, QUALITY, STATE OF REPAIR  OR  LACK  OF
  REPAIR  OF  THE PROJECT; OR (H) ANY OTHER MATTER WITH RESPECT  TO
  THE  PROJECT, AND SPECIFICALLY, THAT SELLERS HAVE NOT MADE,  DOES
  NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING
  COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION  OR  LAND
  USE  LAWS,  RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING
  SOLID  WASTE,  AS  DEFINED  BY THE U.S. ENVIRONMENTAL  PROTECTION
  AGENCY  REGULATIONS AT 40 C.F.R., PART 261, OR  THE  DISPOSAL  OR
  EXISTENCE,  IN OR ON THE PROJECT, OF ANY HAZARDOUS  SUBSTANCE  AS
  DEFINED  BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION
  AND   LIABILITY   ACT  OF  1980,  AS  AMENDED,  AND   REGULATIONS
  PROMULGATED  THEREUNDER.   EXCEPT  AS  EXPRESSLY  STATED  HEREIN,
  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN
  THE  OPPORTUNITY  TO  INSPECT THE PROJECT, PURCHASER  IS  RELYING
  SOLELY  ON  ITS OWN INVESTIGATION OF THE PROJECT AND NOT  ON  ANY
  INFORMATION  PROVIDED OR TO BE PROVIDED BY  SELLERS.   EXCEPT  AS
  EXPRESSLY  STATED  HEREIN,  PURCHASER  FURTHER  ACKNOWLEDGES  AND
  AGREES  THAT,  HAVING BEEN GIVEN THE OPPORTUNITY TO  INSPECT  THE
  PROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION  OF
  THE  PROJECT.  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
  INFORMATION  PROVIDED  OR  TO BE PROVIDED  WITH  RESPECT  TO  THE
  PROJECT  WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT  SELLERS
  HAVE  NOT  MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION  OF
  SUCH INFORMATION AND EXCEPT AS EXPRESSLY STATED HEREIN  MAKES  NO
  REPRESENTATIONS  AS  TO  THE ACCURACY  OR  COMPLETENESS  OF  SUCH
  INFORMATION.   SELLERS ARE NOT LIABLE OR BOUND IN ANY  MANNER  BY
  ANY  VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
  PERTAINING TO THE PROJECT, OR THE OPERATION THEREOF, FURNISHED BY
  ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
  PURCHASER  FURTHER ACKNOWLEDGES AND AGREES THAT  TO  THE  MAXIMUM
  EXTENT PERMITTED BY LAW, THE SALE OF THE PROJECT AS PROVIDED  FOR
  HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS WITH ALL FAULTS.
  IT  IS  UNDERSTAND AND AGREED THAT THE PURCHASE  PRICE  HAS  BEEN
  ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROJECT IS SOLD
  BY SELLERS AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.
  
  
       Initialed by:
  
       ________________                   ________________
       Sellers                            Purchaser
  
                            8    ARTICLE
  
              REPRESENTATIONS AND WARRANTIES OF SELLERS
  
        Sellers'  Representations  and  Warranties.   Each  of  the
  Sellers makes the following representations and warranties as  to
  itself, and not as to or on behalf of the other Seller, as of the
  date   of  execution  of  this  Agreement,  which  shall  survive
  conveyance of the Project to Purchaser:
  
        8.1        Authority.   Central City  General,  L.P.  is  a
  limited partnership, duly formed, organized, existing and in good
  standing  under the laws of the State of South Carolina.   M.  B.
  Kahn  Construction  Co.,  Inc.  is a  corporation,  duly  formed,
  organized,  existing and in good standing under the laws  of  the
  State  of  South Carolina.  Sellers have 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 Sellers and are authorized  to
  do so.
  
        8.2        Marketable Title.  At the date hereof and as  of
  Closing, Sellers 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.  Sellers are 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
  Sellers'   knowledge,  any  other  tort  liabilities  which   are
  reasonably foreseeable, with notice, passage of time or both,  to
  have a material adverse effect on the Project.
  
       8.4       Contracts.  Except as disclosed in the Information
  Schedules,  there are no other management, leasing,  maintenance,
  service  or  other contracts relating to the Project.   Purchaser
  hereby  requests  and  Sellers hereby  agree  to  terminate  such
  existing  agreements  (other than the Exclusive  Right  to  Lease
  Agreement  between  The  Keenan Company, Inc.  and  Central  City
  General,  L.P. dated March 19, 1997 ("Leasing Agent  Agreement"))
  in  accordance  with the terms and conditions of such  agreements
  but  in  no  event prior to the Closing Date.  Sellers  agree  to
  remain liable and responsible for payment relating to the Project
  overall sprinkler installation contract.
  
  8.5        No Undisclosed Matters.  To Sellers' knowledge,  there
  are   no  unsatisfied  written  requests  for  material  repairs,
  restorations  or  improvements  from  any  insurance  carrier  or
  governmental  authority.  Sellers have 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.  To Sellers' Knowledge, Sellers  are
  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  Sellers'  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
  Sellers'  knowledge, threatened against Sellers  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        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 Sellers  except
  as  shown  on the Rent Roll.  Except as disclosed in  writing  to
  Purchaser,  the  Rent  Roll  lists  all  Leases,  amendments  and
  modifications  thereof.   Sellers  are  not,  and   to   Sellers'
  knowledge no tenant is, in default in the performance of or under
  any  such  Lease  in  any material respect  except  as  otherwise
  disclosed.  The Rent Roll states all Deposits, prepaid rents  and
  other  deposits  or  prepayments for each Lease.   No  tenant  is
  entitled  to any rebate, concession, special allowance  or  other
  benefits, except as stated in the Leases.  To Sellers' 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 Sellers, except
  to  lenders whose liens shall be released at Closing.  Except  as
  disclosed in the Rent Roll, there has been no waiver of  Sellers'
  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 Sellers' 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  Sellers'  knowledge,
  there  has been no material, adverse change with respect  to  the
  information  set forth in the Rent Roll.  Except as disclosed  in
  the  Rent Roll, all presently due leasing commissions payable  in
  connection with the Leases have been paid in full.  The Rent Roll
  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.   Except  as
  provided  in  the Leasing Agent Agreement, Sellers have  paid  in
  full  all  leasing or similar commissions or payment obligations,
  if any, relating to any Lease.  Except as specifically referenced
  in  the  Rent  Roll or the Contracts Schedule, Purchaser  is  not
  assuming  any  obligations for tenant improvements  or  purported
  leasing  commissions.   Sellers agree to  escrow  at  Closing  an
  amount  equal  to  all  tenant upfit  allowances  under  existing
  leases, including, without limitation, (a) tenant upfit allowance
  under  the existing lease to McNair Law Firm, P.A. and (b) tenant
  upfit allowance under the existing lease to NationsBank.  Sellers
  shall  indemnify and hold Purchaser harmless for  any  Loss  with
  respect  to  any  claims by tenants or third  party  brokers  for
  tenant  improvements,  allowances  or  leasing  commissions   not
  expressly  assumed  by Purchaser.  The preceding  sentence  shall
  survive Closing without regard to the provisions of Section .
  
        8.9       Operating Statements.  To Sellers' 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.
  
        8.10       Use of Project.  To Sellers' 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.
  
         8.11       Documentation.   To  Sellers'  knowledge,   all
  documents  which shall be delivered to Purchaser by or on  behalf
  of Sellers under this Agreement shall be accurate and complete in
  all   material  respects,  including,  without  limitation,   the
  Information Schedules.
  
        8.12      FIRPTA.  Neither Seller is 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  Sellers.  Sellers covenant  and  agree  with
  Purchaser as follows:
  
        9.1        Access.  Subject to the terms and conditions  of
  Section  6.1,  during  normal business hours  prior  to  Closing,
  Sellers   agree  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
  Sellers, or any of Sellers' agents or representatives.  Prior  to
  Closing,  Sellers  will furnish Purchaser  with  such  additional
  financial  and  operating data and other  information  reasonably
  available to Sellers 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 Sellers relating to the operations and  financial
  results of the Property, in such form and at such time, including
  up  to  270  days  after  Closing, as  Purchaser  may  reasonably
  determine is necessary to comply with applicable securities  laws
  requirements,  including, without limitation, Regulation   210.3-
  14  promulgated  under the Securities Exchange Act  of  1934,  as
  amended.   All  costs  incurred as  a  result  of  a  Purchaser's
  undertaking  such audit shall be borne exclusively by  Purchaser;
  however,  Sellers  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 Sellers' place of business in  a
  commercially reasonable fashion during normal business hours  and
  upon five (5) days prior notice from Purchaser to Sellers.
  
        9.3        No  Material Changes.  Prior to Closing, Sellers
  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 Sellers have received actual  notice  and
  provide Purchaser with evidence of curing of same (provided  that
  Sellers shall not be required to expend more than $5,000, 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,  Sellers 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, or (iii) amend, renew, extend, modify or terminate
  any  Contract,  Permit  or Lease except as contemplated  by  this
  Agreement or except in the ordinary course of business.   Subject
  to   Section  (i)  below  regarding  Sellers'  continued  leasing
  obligations, prior to Closing, Sellers shall operate and maintain
  the  Project including tenant improvements under existing  leases
  for  which  Sellers  remain  liable  pursuant  to  Section  ,  in
  substantially  the  same  manner and condition  as  Sellers  have
  operated and maintained the Project immediately prior to the date
  hereof.  Sellers 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 including tenant improvements under existing
  leases   as  contemplated  by  Section  ,  but  excluding  tenant
  improvements  relating  to new leases.  Provided,  however,  that
  Sellers  shall not be obligated to make a capital expenditure  in
  excess  of  $15,000 and in the event that prior to the expiration
  of  the  Inspection Period, Purchaser requests Sellers in writing
  to  make  a  capital  expenditure greater than  said  amount  and
  Sellers  elect  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, Sellers 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.   Sellers  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.  Sellers 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 .
  
        9.6       Cooperation.  Sellers 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,  Sellers  shall notify Purchaser of any  written  notice
  received by Sellers 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  Sellers  to
  cancel or materially increase any premiums relating thereto.
  
        9.8        Estoppel Certificates.  Before the Closing Date,
  Sellers  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 .1 from each major Tenant referenced  on  the
  Rent Roll or a Sellers' estoppel certificate in the form attached
  hereto  as Exhibit .2 for each non-major tenant not providing  an
  estoppel  certificate  directly.  Sellers  shall  use  reasonable
  efforts to obtain an estoppel certificate from all of the tenants
  of  the Project.  "Major Tenants" shall include McNair Law  Firm,
  P.A.;  WSA Associates; The Summit Club; CMI; The Keenan  Company;
  NationsBank and, as a subtenant, Laidlaw Environmental.   Sellers
  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.  Sellers 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.
  
        9.9        Leasing.  Sellers (and/or Sellers'  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, Sellers 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.
  
        9.10       Leasing  Commissions.  Except as  set  forth  in
  Section   13.1   and  Exhibit  .1,  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.  At Closing,  Sellers
  shall cause to be paid or otherwise satisfied in full all leasing
  commissions,  residual  or otherwise,  payable  pursuant  to  the
  Leasing Agent Agreement with respect to all existing Leases.   At
  Closing,  Purchaser  will  assume  the  Leasing  Agent  Agreement
  subject to Purchaser's receipt of an affirmative release from the
  Keenan  Company  evidencing  payment  in  full  of  the  existing
  residual commissions in the form attached hereto as Exhibit .2.
  
        9.11       Knowledge Standard.  As used in this  Agreement,
  "the  Sellers' knowledge "or any similar phrase, shall  mean  the
  current actual knowledge of (a) Richard Murrell, the Senior  Vice
  President  of BT Building Corp. as to Central City General,  L.P.
  and  (b)  Alan  Kahn  as  to M. B. Kahn Construction  Co.,  Inc.;
  provided, however, that nothing in this Agreement shall be deemed
  to  create or impose any personal liability of any kind  on  such
  individuals.
  
         9.12       Project  Name.   For  so  long  as  NationsBank
  continues to maintain a branch banking center within the  Project
  and  lease  and occupy space within the Project which constitutes
  at  least  13,294  net rentable square feet,  the  Project  shall
  continue to have the name "NationsBank Tower" and NationsBank  or
  its  successors or assigns shall have the exclusive right to have
  the  existing NationsBank signage or similar replacement  signage
  affixed to the exterior of the Improvements for a period of three
  and  one-half  (3-1/2) years after Closing (the "Exclusive  Period")
  and a non-exclusive right thereafter to maintain such signage  as
  is  in  place at the end of the Exclusive Period.  This provision
  shall  survive  Closing  and shall survive  until  such  time  as
  NationsBank  no  longer  leases and  occupies  space  within  the
  Project.
  
                             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 Sellers contained in this Agreement shall have been
  true  in all material respects on the date of this Agreement  and
  on  Closing.   Sellers 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 Sellers.
  
                  (c)   Certificates. Purchaser shall have received
  the  estoppel  certificates from all  Major  Tenants  and  either
  estoppel  certificates or Seller estoppel  certificates  for  all
  other tenants and the SD&A's from all Major Tenants.
  
                  (d)   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.
  
         10.2        Conditions   to  Sellers'  Obligations.    The
  obligations   of   Sellers   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
  Sellers 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      Like Kind Exchange.  It is M.B. Kahn Construction
  Co.,  Inc.'s  intent to enter into a like kind exchange  of  real
  properties  for its undivided interest in the Real Property,  the
  same  being  a  twenty  (20%) percent  undivided  interest.   The
  exchange  shall be through a qualified intermediary, Southeastern
  Exchange  Company,  ("Qualified  Intermediary")  and  M.B.   Kahn
  Construction  Co.,  Inc. shall have no  access  to,  or  have  no
  receipt  of, its share of the funds as they shall be invested  in
  like  kind  Real  Property  through the  Qualified  Intermediary.
  Consistent  with  the foregoing, any payments of  sales  proceeds
  shall be made directly to the Qualified Intermediary.
  
        10.4       Closing  Documents.  At Closing,  Sellers  shall
  deliver  to  Purchaser  the  following  documents,  all  properly
  executed by Sellers and delivered to Purchaser and/or executed by
  Purchaser  and delivered to Sellers shall be in a form reasonably
  acceptable  to  Purchaser and Sellers and include,  but  are  not
  limited to:
  
                  (a)   Limited Warranty Deed.  A Limited  Warranty
  Deed in form attached hereto as Exhibit (a).
  
                  (b)  Bill of Sale.  A Bill of Sale and Assignment
  in form attached hereto as Exhibit (b).
  
                  (c)   Documents.   Executed original  copies,  or
  copies  certified  as correct by Sellers, 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
  Sellers  are  aware  transferred  and  assigned  (to  the  extent
  transferable)   to  Purchaser,  (iii)  all  "as   built"   plans,
  specifications, surveys or other documents relating or pertaining
  to  the  Project  in  the  possession  of  Sellers  (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.
  
                 (d)  Rent Roll.  A current and updated Rent Roll.
  
                 (e)  FIRPTA.  Affidavit from Sellers that Sellers
  are 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 (e).
  
                  (f)   Keys.  All keys and master keys in Sellers'
  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.
  
                  (g)   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.
  
                  (h)  Miscellaneous.  Such other documents as  may
  be  required under other provisions of this Agreement or  as  may
  reasonably be required by Purchaser or Sellers 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 Sellers with  regard  to  South
  Carolina  withholding tax requirements and (iv) a Quitclaim  Deed
  with  the  legal description contained in Exhibit (a) and/or  the
  Survey,  if  the legal description of the Land contained  in  the
  Survey  differs from the legal description contained  in  Exhibit
  (a).
  
                  (i)  Purchase Price.  Purchaser shall deliver the
  Purchase Price to Sellers in immediately available funds.
  
                             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  SELLERS SHALL BE RELEASED FROM ALL OBLIGATIONS  IN  LAW  OR
  EQUITY  TO  CONVEY  THE  PROPERTY TO  PURCHASER.   PURCHASER  AND
  SELLERS  AGREE  THAT  AS  SELLERS'  SOLE  REMEDY  FOR  A  DEFAULT
  HEREUNDER,  BY  WRITTEN NOTICE TO PURCHASER  AND  TITLE  COMPANY,
  SELLERS  SHALL  BE  ENTITLED TO TERMINATE THIS AGREEMENT  AND  BE
  ENTITLED  TO  RECEIVE  THE ESCROW DEPOSIT PLUS  ACCRUED  INTEREST
  THEREON AS LIQUIDATED DAMAGES.  PURCHASER AND SELLERS 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
  SELLERS' DAMAGES AND SHALL CONSTITUTE SELLERS' 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:
  
       ________________                   ________________
       Sellers                            Purchaser
  
        11.2       Damages  Against Sellers.   IN  THE  EVENT  THAT
  SELLERS  FAIL TO PERFORM ALL OF SELLERS' 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  SELLERS
  FOR  PERFORMANCE OF THIS AGREEMENT.  IF SELLERS  FAIL  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  SELLERS' 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
  SELLERS  OF AN AMOUNT NOT TO EXCEED $20,000 IN ORDER TO REIMBURSE
  PURCHASER'S  REASONABLE  OUT OF POCKET EXPENSES  ASSOCIATED  WITH
  THIS  TRANSACTION, BUT WITHOUT FURTHER LIABILITY  ON  PURCHASER'S
  PART.   SELLERS AGREE THAT THE PROJECT IS UNIQUE AND THAT DAMAGES
  FOR  FAILURE  BY  SELLERS TO CONSUMMATE THE TRANSACTION  WILL  BE
  IMPRACTICABLE  AND EXTREMELY DIFFICULT TO DETERMINE.   THEREFORE,
  IN  THE  EVENT  THAT  SELLERS FAIL OR REFUSE  TO  CONSUMMATE  THE
  TRANSACTION  AND  PURCHASER SEEKS SPECIFIC  PERFORMANCE,  SELLERS
  SPECIFICALLY AGREE THAT THE REMEDY OF SPECIFIC PERFORMANCE  IS AN
  APPROPRIATE REMEDY FOR PURCHASER, AND SELLERS WAIVE AND AGREE NOT
  TO  ASSERT ANY CLAIM OR DEFENSE THAT SPECIFIC PERFORMANCE IS  NOT
  AN APPROPRIATE REMEDY FOR PURCHASER.
  
       Initialed by:
  
       ________________                   ________________
       Sellers                            Purchaser
  
                             ARTICLE 12
  
                            RISK OF LOSS
  
        12.1       Risk  of Loss.  Prior to Closing, Sellers  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 Sellers  perform  any
  necessary  repairs  or,  at  Sellers' option,  reduces  the  cash
  portion  of the Purchase Price in an amount equal to the cost  of
  such  repairs,  Sellers thereby retaining  all  of  the  Sellers'
  right, title and interest to any claims and proceeds Sellers  may
  have   with  respect  to  any  casualty  insurance  policies   or
  condemnation awards relating to the premises in question.  In the
  event  Sellers elect to perform repairs upon the Project, Sellers
  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.
  
        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 Sellers' insurance proceeds, if any, for such damage,
  plus  payment  from  Sellers  of the  amount  of  the  applicable
  insurance  deductible relating thereto not to exceed  the  actual
  repair  cost.  In such event, Sellers shall execute all documents
  reasonably  requested by Purchaser to assign Sellers' rights  and
  interest to such insurance proceeds.
  
        12.4      Definition of Major Loss or Damage.  For purposes
  of  Sections   and  ,  "major"  loss  or  damage  refers  to  the
  following:   (i)  loss or damage to the 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  Five  Hundred  Thousand   Dollars
  ($500,000),  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.  At Closing, Sellers shall
  pay   any   and  all  brokerage  commissions  due  to  Chesterton
  Binswanger  Capital Advisors, LLC pursuant to a separate  written
  agreement.  If the purchase and sale hereunder does not close for
  any  reason,  including default by either Sellers  or  Purchaser,
  then  no commission shall be due by any party hereto.  Except  as
  set  forth  in  the  preceding sentence,  Sellers  and  Purchaser
  represent  to  each  other  that they  have  acted  directly  and
  independently  with  the  other as principals  and  that  neither
  Sellers nor Purchaser have retained or authorized the services of
  any  broker or finder with respect to this Transaction.  Sellers,
  jointly  and  severally, agree 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  Sellers.  Purchaser agrees to indemnify and hold Sellers
  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 Sellers otherwise agree
  in  writing,  Purchaser agrees that all confidential  proprietary
  information  regarding  the  Project of  whatsoever  nature  made
  available  to it by Sellers or Sellers' 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 Sellers, the provisions of this
  Section  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 Sellers' 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 Sellers.  Except as contemplated by
  the  preceding sentence, Sellers 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 one (1) year 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.
  
        13.10     Attorneys' Fees.  If either party commences legal
  proceedings for any relief against the other party arising out of
  this Agreement, the losing party shall pay the prevailing party's
  reasonable attorneys' fees.
  
       13.11     Time.  Time is of the essence with respect to this
  Agreement.
  
        13.12      No Other Inducement.  The making, execution  and
  delivery of this Agreement by the parties hereto has been induced
  by no representations, statements, warranties or agreements other
  than those expressed herein.
  
        13.13     Computation of Time Periods.  All periods of  the
  time  referred to in this Agreement shall include all  Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies  business days, provided that if the date or last  date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
        13.14      Notices.   Any notice, request,  instruction  or
  other  document to be given or furnished under this Agreement  by
  either party to the other party or to the Title Company shall  be
  in  writing and shall be delivered personally or shall be sent by
  facsimile transmission (with a copy sent by regular U.  S.  mail)
  or  registered or certified mail, postage prepaid, or by  prepaid
  overnight delivery service, at the address or telecopy number  in
  this  Section    or  to  such other address, telecopy  number  of
  person  as  either party may designate by written notice  to  the
  other  party.  A notice, request, instruction or other  documents
  shall  be  deemed to be given (a) when delivered personally,  (b)
  sent by facsimile transmission (with a copy sent by regular U. S.
  mail),  or  (c)  if sent by certified mail or overnight  delivery
  service,  at  the  time  the delivery is indicated  on  the  duly
  completed United States Postal Service return receipt or the time
  of package pick up as indicated on the records of or certificates
  provided by the overnight delivery service.
  
  Sellers:            Central City General, L.P., a South Carolina
                      limited partnership
                      c/o NationsBank Real Estate Services
  Office Address:     401 North Tryon Street
                      Charlotte, North Carolina  28255
                      Attention:  Richard Murrell
  Telephone Number:   (704) 386-8084
  Telecopy Number:    (704) 386-0547
  
  with a copy to:     C. Vandiver Smith, Esquire
                      NationsBank Legal Department
                      100 North Tryon Street
                      Charlotte, North Carolina  28255
                      Location Code NC1-001-14-13
  
  Telephone Number:   (704) 386-8368
  Telecopy Number:    (704) 386-6453
  
                      M. B. Kahn Construction Co., Inc.
                      Post Office Box 1179
                      Columbia, South Carolina 29202
                      Attn: Alan Kahn
  
  Telephone Number:   (803) 736-2950
  Telecopy Number:
  
  Purchaser:          Parkway Properties, Inc.
                      Attention:  David Fowler
  Office Address:     Suite 1000, One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi 39201
  Mailing Address:    Post Office Box 24647
                      Jackson, Mississippi 39225
  
  Telephone Number:   (601) 948-4091
  Telecopy Number     (601) 949-4077
  
  with a copy to:     Forman, Perry, Watkins, Krutz & Tardy, PLLC
                      Attention:  Steven M. Hendrix
  Office Address:     Suite 1200, One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi  39201
  
  Telephone Number:   (601) 960-8603
  Telecopy Number:    (601) 960-8609
  
        13.15      Headings.   The captions and paragraph  headings
  used  in this Agreement are inserted for convenience of reference
  only  and  are  not  intended  to define,  limit  or  affect  the
  interpretation or construction of any term or provision hereof.
  
        13.16     Exhibits.  All schedules or exhibits referred  to
  herein  or  attached  hereto  are  incorporated  herein  by  this
  reference.
  
        13.17     Counterparts.  This Agreement may be executed  in
  multiple  copies, each of which shall be deemed an original,  but
  all  of  which  shall  constitute one Agreement  binding  on  all
  parties.
  
        13.18     Governing Law.  This Agreement shall be governed,
  construed  and enforced in accordance with the laws of the  State
  of South Carolina.
  
       13.19     Limitation on Liability.  Notwithstanding anything
  contained  herein to the contrary, Sellers acknowledge and  agree
  that  no limited partner of Purchaser, nor any trustee, director,
  holder  of  any  beneficial interests,  shareholder,  officer  or
  employee  of Purchaser or any affiliate of Purchaser  (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  Sellers
  shall  have  recourse hereunder only against Purchaser's  assets.
  Each  document  to  be  executed by Purchaser  at  Closing  shall
  contain a similar exculpation.
  
       IN WITNESS WHEREOF, Sellers and Purchaser have executed this
  Agreement as of the June 16, 1997.
  
                                Sellers:
  
                                Central City General, L.P., a South
                                Carolina limited partnership
  
                                By:   BT  Building Corp.,  a  South
                                Carolina  corporation, its  general
                                partner
  
  Executed by Sellers this
  16th day of June, 1997
                                     By:___________________________
                                     Name:_________________________
                                     Title:________________________
  
  
                                M. B. Kahn Construction Co., Inc.
  
                                By:________________________________
                                Its:_______________________________
  
  
  
  
                                PURCHASER:
  
                                PARKWAY    PROPERTIES,   INC.,    a
                                Maryland corporation
  
  Executed by Purchaser this
  16th day of June, 1997.
                                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 TWO HUNDRED THOUSAND AND  NO/100
  DOLLARS  ($200,000.00) on the _____ day of  ______________,  1997
  and  (b)  a fully executed counterpart of this Agreement  on  the
  _____ day of _____________, 1997.
  
  
                                Firm  Title,  Inc.,  as  Agent  for
                                Lawyers Title Insurance Company
  
  
  
                                By:________________________________
                                     Name: ________________________
                                     Title: _______________________
  
                           EXHIBIT 1.2(a)
  
                          Legal Description
  
  ALL  that piece, parcel and lot of land, situate, lying and being
  at  the  northwestern corner of the intersection  of  Sumter  and
  Gervais  Streets,  in  the City of Columbia,  in  the  County  of
  Richland,  in  the State of South Carolina; said lot  having  the
  following courses and distances, to-wit:
  
  BEGINNING at a point where the northern boundary of the right-of-
  way of Gervais Street intersects with the eastern boundary of the
  right-of-way  of Sumter Street, and thence running North  15  21'
  West  for a distance of 262.9 feet along the eastern boundary  of
  Sumter Street to a point; thence turning and running North 74 37'
  East  along  a  lot  of The South Carolina National  Bank  for  a
  distance of 228 feet to an iron; thence turning and running South
  15  30' East for a distance of 261.45 feet along property now  or
  formerly  of Central Chevrolet Company to an iron in the northern
  boundary  of  the right-of-way of Gervais Street; thence  turning
  and  running  South  74 30' West along the northern  boundary  of
  Gervais  Street  for a distance of 228.3 feet  to  the  POINT  OF
  BEGINNING; all as is more particularly shown and delineated on  a
  plat  of same prepared for CENTRAL CITY GENERAL, A SOUTH CAROLINA
  PARTNERSHIP,   by   William   Wingfield,   Registered   Surveyor,
  originally dated April 9, 1974 and revised and recertified as  of
  September  11,  1986  and  recording in  the  R.M.C.  Office  for
  Richland County in Plat Book 51 at 3569.
  
  Derivation: This being the same property as conveyed  to  Central
  City General, L.P. by (i) that certain Title to Real Estate dated
  June  15, 1971 and recorded in Deed Book D209, Page 693, Richland
  County  RMC  Office and (ii) that certain Title  to  Real  Estate
  dated  June  30, 1987 and recorded in Deed Book D847,  Page  678,
  Richland  County  RMC Office and to M. B. Kahn Construction  Co.,
  Inc. by that certain Title to Real Estate dated _____________ and
  recorded  in  Deed  Book  ____, Page ____,  Richland  County  RMC
  Office.
  
  TMS No.: 11401-03-04
  
  
                             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 9.8.1
                                  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
       RE:  _______________________
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties,  Inc.,  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 Date:__________________________________
  
            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 9.8.2
                                  
                FORM OF SELLERS' ESTOPPEL CERTIFICATE
  
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
       RE:  _____________
  
  Gentlemen:
  
        The  undersigned  as Landlord hereby certifies  to  Parkway
  Properties,  Inc.  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  Sellers'
  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 9.10.1
                                  
                       OUTSTANDING COMMISSIONS
  
  
  Residual  lease commissions as provided in Section 13(B)  of  the
  Exclusive  Right  to Lease Agreement between The Keenan  Company,
  Inc.  and  Central  City  General,  L.P.  dated  March  19,  1997
  ("Leasing Agent Agreement").
  
  
                           EXHIBIT 9.10.2
                                  
                         AFFIRMATIVE RELEASE
                                 OF
                         THE KEENAN COMPANY
                                  
                   LEASING AGENT/BROKER'S RELEASE
  
  Buyer:  Parkway Properties, L.P., a Maryland limited  partnership
  with  Parkway  Properties  General  Partners,  Inc.,  a  Maryland
  corporation as its sole general partner
  
  Sellers:  Central  City General, L.P., a South  Carolina  limited
  partnership  and  M.  B. Kahn Construction  Co.,  Inc.,  a  South
  Carolina corporation
  
  Property: NationsBank Tower
            ________________
            ________________, Richland County, South Carolina
  
  Closing Date: June ___, 1997
  
        The  undersigned hereby acknowledges receipt of a total  of
  _________   Dollars   ($______)   in   full   satisfaction    and
  consideration for its services under that certain Exclusive Right
  to  Lease  Agreement dated March 19, 1997 by and between  Sellers
  and the undersigned ("Leasing Agreement") for payment in full  of
  all  residual commissions due to broker pursuant to the terms  of
  the  Leasing  Agreement.   The undersigned  hereby  releases  the
  Buyer, Sellers and the Property from any and all obligations  for
  additional  leasing commissions or similar payments in connection
  with  the residual commissions or any other payments relating  to
  existing  leases  of  the Property as of the  date  hereof.   The
  undersigned further represents that it knows of no other  brokers
  or   leasing  agents  entitled  to  receive  any  commissions  in
  connection  with  the  existing  leases  of  the  Property.   The
  foregoing release, however, does not release Buyer from any other
  obligations  pursuant  to the Leasing Agreement  from  this  date
  forward.
                                The Keenan Company, Inc.
                                By:________________________________
                                     David C. Lockwood, III
                                     Vice President
                                     Leasing Services
  STATE OF ___________
  COUNTY OF __________
        Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___,  within  my jurisdiction, the within named _________,  who
  acknowledged    that    (he)(she)    is    ________________    of
  _______________, a ________________ corporation, and that for and
  on  behalf  of  the  said corporation, and as its  act  and  deed
  (he)(she)  executed  the  above and foregoing  instrument,  after
  first having been duly authorized by said corporation so to do.
  
  
  
                                ___________________________________
                                NOTARY PUBLIC
  
  
  My commission expires:
  _____________________
  (Affix official seal, if applicable)
  
  
                           EXHIBIT 10.3(a)
                    FORM OF LIMITED WARRANTY DEED
  
  STATE OF SOUTH CAROLINA  )         LIMITED WARRANTY DEED
                           )         OF REAL PROPERTY
  COUNTY OF RICHLAND       )
  
        THIS  LIMITED  WARRANTY  DEED, executed  the  ____  day  of
  __________, 1997, by CENTRAL CITY GENERAL, L.P., a South Carolina
  limited  partnership  ("CCG")  whose  mailing  address   is   c/o
  NationsBank  Real  Estate  Services,  401  North  Tryon   Street,
  Charlotte, North Carolina 29255, Attn: Richard Murrell  and  M.B.
  KAHN   CONSTRUCTION  CO.,  INC.,  a  South  Carolina  corporation
  ("Kahn") whose mailing address is Post Office Box 1179, Columbia,
  South  Carolina 29202, Attn: Alan Kahn (CCG and Kahn  hereinafter
  collectively  referred  to as "Grantor") to  PARKWAY  PROPERTIES,
  INC., a Maryland corporation whose mailing address is Post Office
  Box   24647,  Jackson,  Mississippi  39225,  Attn:  David  Fowler
  (hereinafter referred to as "Grantee").
  
                        W I T N E S S E T H:
  
        IN  CONSIDERATION  of the sum of Five  and  no/100  ($5.00)
  Dollars  and  other  valuable  consideration,  the  receipt   and
  sufficiency  of which is hereby acknowledged by Grantor,  Grantor
  has  granted,  bargained, sold and released, and by this  Limited
  Warranty  Deed grants, bargains, sells and releases  to  Grantee,
  the following real property:
  
       SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN.
  
        The above property is sold subject to any accruing property
  taxes  and  is  made subject to the conditions,  restrictions  or
  easements  affecting the within described property  described  on
  EXHIBIT "B".
  
         TOGETHER  with  all  and  singular  the  rights,  members,
  hereditaments and appurtenances belonging or in any wise incident
  or appertaining thereto;
  
        TO  HAVE  AND  TO HOLD all and singular said property  unto
  Grantee and Grantee's successors and assigns, forever.
  
        GRANTOR  covenants to warrant and forever  defend  all  and
  singular said property unto Grantee and Grantee's successors  and
  assigns  from  and against Grantor and Grantor's  successors  and
  assigns.
  
        WITNESS the Hand and Seal of the Grantor this ____  day  of
  __________ in the year of our Lord one thousand nine hundred  and
  ninety-seven  and  in the two hundred twenty-first  year  of  the
  Sovereignty and Independence of the United States of America.
  
  SIGNED, SEALED AND DELIVERED  CENTRAL CITY GENERAL, L.P.,
  IN THE PRESENCE OF:           a South Carolina limited
                                partnership
  
                                
  __________________________    By:  BT Building Corp., a South
  (WITNESS)                          Carolina corporation, its
                                     general partner
                                
                                
  ____________________________  By:______________________________
  (WITNESS)                          Its:________________________
                                
                                
  ____________________________  M. B. KAHN CONSTRUCTION CO., INC.,
  (WITNESS)                     a South Carolina corporation
                                
                                
  ____________________________  By:______________________________
  (WITNESS)                          Its:________________________
  
  
  
  STATE OF ______________________    )
                                     )         PROBATE
  COUNTY OF ____________________     )
  
        PERSONALLY  appeared before me the undersigned witness  and
  made  oath that (s)he saw the within-named Central City  General,
  L.P., a South Carolina limited partnership, by BT Building Corp.,
  a   South   Carolina   corporation,  its  general   partner,   by
  ____________________ its ____________________________ sign,  seal
  and  as his/her act and deed, deliver the within-written Deed for
  the  uses and purposes therein mentioned, and that (s)he with the
  other  witness  whose  signature  appears  above,  witnessed  the
  execution thereof.
                           
                           ______________________________
                                     (WITNESS)
  
          Sworn    to   before   me   this   the   ____   day    of
  ____________________, 1997.
  
  __________________________________________
  Notary Public for State of Columbia
  My Commission Expires: ________________.
  
  
  
  STATE OF ______________________    )
                                     )         PROBATE
  COUNTY OF ____________________     )
  
        PERSONALLY  appeared before me the undersigned witness  and
  made  oath that (s)he saw the within-named M.B. Kahn Construction
  Co.,   Inc.,   a   South   Carolina   limited   partnership,   by
  _________________________, its ________________ sign, seal and as
  his/her  act  and deed, deliver the within-written Deed  for  the
  uses  and  purposes therein mentioned, and that  (s)he  with  the
  other  witness  whose  signature  appears  above,  witnessed  the
  execution                                                thereof.
  ______________________________
                                     (WITNESS)
          Sworn    to   before   me   this   the   ____   day    of
  ____________________, 1997.
  
  _________________________________
  Notary Public for State of Columbia
  My Commission Expires: ________________
  
  
  
  STATE OF SOUTH CAROLINA  )
                           )              AFFIDAVIT
  COUNTY OF RICHLAND       )
  
        PERSONALLY  appeared before me the undersigned,  who  being
  duly sworn, deposes and says:
  
  Property  located  at  the corner of Sumter  Street  and  Gervais
  Street, Columbia, South Carolina, bearing Richland County Tax Map
  Number  #11401-03-04,  was transferred by Central  City  General,
  L.P.  and M.B. Kahn Construction Co., Inc. to Parkway Properties,
  Inc. on _______________, 1997.
  
  The transaction was (Check one):
  
  _______________ an arm's length real property transaction and the
  sales  price  paid  or to be paid in money or money's  worth  was
  $__________________________ *.
  
  _______________ not an arm's length real property transaction and
  the     fair     market    value    of    the     property     is
  $______________________________________ *.
  
  The  above transaction is exempt, or partially exempt,  from  the
  recording fee as set forth in S.C. Code Ann. Section 12-24-10 et.
  seq.  because  the  deed  is (See back of affidavit):____________
  _________________________________________________________________
  __________.
  
  As  required  by  Code Section 12-24-70, I  state  that  I  am  a
  responsible   person  who  was  connected  with  the  transaction
  as:_________________________________________________________.
  
  I  further  understand  that a person required  to  furnish  this
  affidavit  who wilfully furnishes a false or fraudulent affidavit
  is  guilty of a misdemeanor and, upon conviction, must  be  fined
  not  more  than one thousand dollars or imprisoned not more  than
  one year, or both.
  
                                ___________________________________
                                Purchaser, Legal Representative  of
                                the Purchaser, or other Responsible
                                Person    Connected    with     the
                                Transaction
                                
       SWORN to before me this ____ day of ___________, 1997
  
       _______________________________(L.S.)
       Notary Public for _____________________
  
       My Commission Expires: ________________
  
  * The fee is based on the real property's value.  Value means the
  realty's  fair  market  value.  In  arm's  length  real  property
  transactions, this value is the sales price to be paid  in  money
  or  money's worth (e.g. stocks, personal property, other  realty,
  forgiveness of debt, mortgages assumed or placed on the realty as
  a  result  of the transaction).  However, a deduction is  allowed
  from  this  value  for the amount of any lien or  encumbrance  on
  land,  tenement, or reality before the transfer and remaining  on
  it after the transfer.
  
                           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 _____________,  a  _____________
  ("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
            "NationsBank  Tower"  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) and only for so long as NationsBank
            occupies  and  leases  space in  the  Property  plus  a
            reasonable  period of up to one year after  receipt  by
            Assignee   of   written  notice  of  termination   from
            NationsBank;
  
                 (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 South Carolina 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:
  
                                ___________________________________
  
  
                                By:________________________________
                                Name:______________________________
                                Title:_____________________________
  
  
  
                           EXHIBIT 10.3(e)
                                  
                      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 ________________ a
  _______________ ("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 _________________
  
        I,  ___________________, a Notary Public of the County  and
  State  aforesaid,  certify that _____________________  personally
  came  before  me  this  day  and  acknowledged  that  he/she   is
  ____________________     of    ___________________________,     a
  _____________________ and that by authority duly given and as the
  act of the ______________ the foregoing instrument was signed  in
  its name by its ______________________, sealed with its corporate
  seal,     and    attested    by    himself/herself     as     its
  ____________________.
  
        WITNESS  MY HAND AND OFFICIAL SEAL, this the _____  day  of
  ________________, 1997.
                                ___________________________________
                                NOTARY PUBLIC
  
  My Commission Expires:______________________
  [AFFIX NOTARIAL SEAL]
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 123607}]
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": "97659092"}, "business-address": {"street1": "300 ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 300", "city": "JACKSON", "state": "MS", "zip": "39225-2728", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
                                  
                              FORM 8-K
                                  
                                  
                           CURRENT REPORT
                                  
                                  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  July 31, 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  July  31,  1997,  a limited partnership  in  which
  Parkway  Properties, Inc. is a 99% limited partner and a  wholly-
  owned  subsidiary is a 1% general partner purchased  the  296,797
  square  foot  NationsBank Tower in Columbia, South  Carolina  for
  $20,600,000  from  an  unrelated party. NationsBank  Tower  is  a
  twenty-story  office building with an attached 565 space,  eight-
  level parking deck.  The building was constructed in 1973 and  is
  located on Gervais Street in the Central Business District (CBD).
  The building is 95% leased to 18 tenants with 4 tenants occupying
  68% of the building. The purchase was funded with bank borrowings
  on a line of credit with Deposit Guaranty National Bank at a rate
  equal to the 90-day Libor rate plus 1.75%, currently 7.56%.
  
  Item 7.   Financial Statements and Exhibits.
  
            (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial statements of NationsBank Tower required
                 by  Item  7(a)  of  Form 8-K, but  such  financial
                 statements will be filed as soon as practical  but
                 not  later than 60 days after the filing  of  this
                 Form 8-K.
  
            (b)  Pro Forma Consolidated Financial Statements
  
                            The  pro  forma consolidated  financial
                 statements   will  be  filed  with   the   audited
                 financial statements of NationsBank Tower.
  
            (c)  Exhibits.
  
                                 (10)  Purchase and Sale  Agreement
                 between Central City General, L.P. and M. B.  Kahn
                 Construction  Co.,  Inc. and  Parkway  Properties,
                 Inc.  dated  June  16, 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.
  
                              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:     August 13, 1997          PARKWAY PROPERTIES, INC.
  
                                     By:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President,
                                          Chief Financial Officer,
                                          Treasurer and Secretary
  
                     PURCHASE AND SALE AGREEMENT
                                  
                                among
                                  
                     CENTRAL CITY GENERAL, L.P.
                                 and
                  M. B. KAHN CONSTRUCTION CO. INC.
                 (jointly and severally as Sellers)
                                  
                                 and
                                  
                      PARKWAY PROPERTIES, INC.
                           (as Purchaser)
                                  
                            JUNE 16, 1997
                                  
                     PURCHASE AND SALE AGREEMENT
  
        This Purchase and Sale Agreement ("Agreement") is made  and
  entered into as of this the ____ day of June, 1997, by and  among
  Central  City General, L.P., a South Carolina limited partnership
  and   M.  B.  Kahn  Construction  Co.,  Inc.,  a  South  Carolina
  corporation  (jointly and severally, the "Sellers")  and  Parkway
  Properties, Inc., a Maryland corporation ("Purchaser").
  
        WHEREAS, Sellers are the owner of a parcel of land  located
  in   Richland   County,  South  Carolina,  as  more  specifically
  described on Exhibit (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 "NationsBank Tower"  (collectively,
  the "Improvements"); and
  
       WHEREAS, Sellers desire to sell, transfer, assign and convey
  to  Purchaser, and Purchaser desires to purchase and acquire from
  Sellers all of Sellers' 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 Sellers 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, Sellers, jointly and
  severally, agree 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  Sellers   (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 (a) attached hereto (the "Land").
  
                    (b)    Description   of   Improvements.     The
  Improvements,   including  NationsBank  Tower,  Columbia,   South
  Carolina  containing approximately 296,796 rentable  square  feet
  and  that  certain  eight (8) story parking  facility  containing
  approximately  565  parking spaces, 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
  Sellers 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
  Sellers 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 material tangible
  personal property located on or attached to the Real Property and
  owned by Sellers and used or available for use by Sellers 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 Sellers' right,  title  and
  interest   in   all   equipment,  tools,  machinery,   furniture,
  furnishings, office and other supplies, inventories, spare  parts
  and  other  tangible personal property located on or attached  to
  the  Real  Property.  The tangible Personal Property specifically
  includes all tangible personal property located in any management
  office  at  the  Real Property owned or leased by  Sellers.   The
  tangible  Personal  Property is generally  described  on  Exhibit
  attached hereto.
  
                  (b)  Description of Intangible Personal Property.
  The   intangible  Personal  Property  consists  of  all  material
  intangible personal property owned by Sellers and used by Sellers
  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
  "NationsBank Tower" on a non-exclusive basis with respect to  the
  Project  only  for  so  long as NationsBank N.A.  ("NationsBank")
  continues  to lease space within the Project and for a reasonable
  transition  period of one year after Purchaser  receives  written
  notice  of  termination from NationsBank;  and  (v)  all  leases,
  tenancies  and  rental  agreements or arrangements  with  tenants
  (collectively  "Leases" or individually, "Lease")  and  security,
  damage  and other deposits and payments which have been collected
  by Sellers with respect to the Leases and not retained by Sellers
  in   accordance  with  the  terms  of  the  Leases  (collectively
  "Deposits").
  
                              ARTICLE 2
                                  
                           PURCHASE PRICE
                                  
        2.1   Excrow Deposit.  (a) Purchaser shall within  two  (2)
  business  days following the execution of this Agreement  deliver
  to  Firm Title, Inc. as agent for Lawyers Title Insurance Company
  ("Escrow  Agent")  the  sum of TWO HUNDRED  THOUSAND  AND  NO/100
  DOLLARS ($200,000.00) ("Escrow Deposit") in lawful funds  of  the
  United States of America to be deposited into an interest bearing
  account.  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 Escrow Agent 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)  Sellers' default; (ii) the non-satisfaction of
  the  conditions  set  forth in Section  ;  or  (iii)   except  as
  otherwise  set  forth  herein, but shall be credited  toward  the
  Purchase  Price upon Closing.  Escrow Agent 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  74-2123527.   Purchaser  and  Sellers
  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  Sellers
  unless Sellers' performance is excused due to a prior default  of
  Purchaser,  the  Escrow Deposit and all accrued interest  thereon
  shall be delivered to Sellers as herein set forth.
  
             (b)  The sole responsibility of Escrow Agent 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  Escrow
  Agent  may  continue to hold such funds until receipt of  written
  instructions acknowledged and agreed to by Purchaser and  Sellers
  or  may  deposit  such funds with the Circuit Court  of  Richland
  County,  South Carolina and interplead the Purchaser and  Sellers
  in connection therewith.  Purchaser acknowledges that Firm Title,
  Inc.  is  a  wholly-owned subsidiary of McNair  Law  Firm,  P.A.,
  counsel to Sellers.
  
        2.2        Purchase  Price.  Sellers  agree  to  sell,  and
  Purchaser  agrees to purchase, the Project for a  total  purchase
  price   equal   to   TWENTY-ONE  MILLION  AND    NO/100   DOLLARS
  ($21,000,000.00) ("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.   The
  Purchase  Price,  plus  or minus prorations,  shall  be  paid  in
  immediately available funds at Closing.
  
        2.3       Independent Consideration.  Sellers and Purchaser
  acknowledge  and  agree  that  One  Hundred  and  No/100  Dollars
  ($100.00) of the Escrow Deposit shall be paid to Sellers if  this
  Agreement is terminated for any reason (the "Independent Contract
  Consideration").   Moreover,  Sellers and  Purchaser  acknowledge
  and  agree that the Independent Contract Consideration  has  been
  bargained  for  and  agreed  to as additional  consideration  for
  Sellers'  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, Sellers shall be  entitled  to  the
  Independent Contract Consideration.
  
                              ARTICLE 3
  
                           ESCROW; CLOSING
  
        3.1        Escrow  Agent.  Escrow Agent is  authorized  and
  instructed to act as escrow agent pursuant to the terms  of  this
  Agreement.   By execution of the acknowledgment attached  hereto,
  Escrow   Agent  acknowledges  receipt  of  the  Escrow   Deposit.
  Purchaser  and  Sellers  shall  execute  any  additional   escrow
  instructions reasonably required by Escrow Agent 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  as
  mutually agreed to by Purchaser and Sellers and at the offices of
  Sellers'  counsel  at  the McNair Law Firm,  P.A.,  1301  Gervais
  Street, Columbia, South Carolina or as Sellers and Purchaser  may
  otherwise  mutually determine (hereafter referred to as  "Closing
  Date"  or  "Closing") provided, however, in no  event  shall  the
  Closing  Date be more than seven (7) calendar days after the  end
  of the Inspection Period.
  
       3.3       Closing Costs.
  
                  (a)   Sellers' Payments.  Sellers shall  pay  the
  cost and expenses, if any, of (i) the fees for recording the deed
  conveying  the Real Property; (ii) any transfer tax,  documentary
  stamp  tax or similar tax which becomes payable by reason of  the
  transfer  of  the Project; and (iii) one-half of any escrow  fees
  charged by Escrow Agent, if any.
  
                  (b)   Purchaser's Payments.  Purchaser shall  pay
  the cost and expenses, if any, of  (i) the survey; (ii) the title
  search  and  title  insurance commitment for  the  owner's  title
  insurance  policy  (iii)  the premium for  the  owner's  extended
  coverage  title  policy and the cost of applicable  endorsements;
  and (iv) one-half of any escrow fees charged by Escrow Agent,  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
  Sellers  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 Sellers to Purchaser at
  Closing.   Delinquent rents and additional  rents  owed  for  the
  month  during  which Closing occurs (for the pro rata  period  of
  Sellers' ownership of such Project) or prior to the month  during
  which  the  Closing  takes place shall  remain  the  property  of
  Sellers,  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 Sellers and shall  cooperate
  with  Sellers in the collection of any such delinquent rents  and
  additional  rents.  Sellers 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.  Sellers  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.  Sellers
  shall receive payment of such additional rent from Purchaser upon
  receipt  thereof  by Purchaser subsequent to  the  Closing  Date.
  Sellers'  portion  of  additional rent attributable  to  expenses
  incurred  during the 1997 lease year shall be calculated  through
  the  Closing  Date.   Seller shall receive  all  additional  rent
  attributable  to  expenses incurred in the  1996  lease  year  as
  reflected  on  the  report relating to additional  rent  attached
  hereto as Exhibit (c).
  
                  (d)   Taxes.   Ad  valorem and personal  property
  taxes and assessments against the Project for the year of Closing
  shall be prorated between Sellers 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,  Sellers
  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 Sellers 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 Sellers shall belong to
  Sellers.
  
                  (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  Sellers  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 Sellers and will  be  paid
  by Sellers promptly upon receipt of billing therefor.
  
                  (h)  Leasing Costs.  Sellers 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  Sellers 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 Sellers shall receive a credit at Closing  for  any
  such  costs  previously paid by Sellers.   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.
  
        The  agreements with respect to prorations in this  Section
  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
  additional  rent  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 Sellers.
  
                                  
                              ARTICLE 4
  
                            TITLE MATTERS
  
        4.1        Title  Report/Commitment  for  Title  Insurance.
  Purchaser and Sellers hereby instruct Escrow Agent or such  other
  title  company  as  Purchaser may request  ("Title  Company")  to
  prepare  and  deliver  to  Purchaser, Sellers  and  the  surveyor
  described below, at Purchaser's expense, a commitment to issue an
  owner's  title  insurance policy 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  (1992-B form with the creditor's rights exception  deleted)
  Extended Form of policy in the full amount of the Purchase  Price
  pursuant  to  Section 4.4 hereof.  Sellers 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.  Contemporaneously with the execution  of
  this  Agreement, Sellers shall provide Purchaser a  photocopy  of
  its  existing survey of the Project so that Purchaser can contact
  the  surveyor  to update said survey.  Purchaser  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,  Sellers and Title Company.  Such survey  shall  be  a
  currently  dated ALTA/ASCM land title survey of the Land  and  of
  the  Improvements situated thereon (the "Survey"), prepared by  a
  surveyor licensed by the State of South Carolina and certified to
  Purchaser  and  Title Company by such surveyors in conformity  to
  the  Certificate attached hereto as Exhibit 4.2(a).  In  addition
  to  the  requirements set forth in attached Exhibit  4.2(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.   Sellers  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 Sellers 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
  timely  objected  to  by  Purchaser  or  subsequently  waived  by
  Purchaser  shall  be  deemed a permitted  exception   ("Permitted
  Exception").   Except as set forth below, Sellers shall  have  no
  obligation to cure any Title Defect.  Sellers' failure to respond
  within  three (3) days after receipt of Purchaser's Notice  shall
  be  deemed  a  decision by Sellers not to cure any Title  Defect;
  provided,  however, Sellers 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.
  Within  three  (3) days of Sellers' 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 timely respond shall be deemed a  decision
  by  Purchaser to waive the Title Defects to which Sellers  decide
  not to cure.  If the Title Defects, that Sellers elected to cure,
  are not cured by Sellers 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,  Sellers   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 1992-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.  Sellers  have  or  will
  deliver or cause to be delivered to Purchaser prior to expiration
  of  the  Inspection  Period, to the extent same  are  within  the
  possession  or  control of Sellers, copies of all  schedules  and
  documents   referred   to   in   this   Agreement   ("Information
  Schedules"),   including  the  following  schedules   and   other
  information described below:
  
                  (a)   Rent Roll.  A complete list and description
  ("Rent Roll"), and true and complete copies, of all Leases.
  
                  (b)  Contracts.  An itemized schedule ("Contracts
  Schedule")   of  all  written  and  oral  service,   maintenance,
  management  and other agreements, equipment or appliance  leases,
  non-governmental franchises, contracts and arrangements  relating
  or  pertaining to the 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 Sellers to Purchaser at  Closing,
  to  the extent assignable.  The Contracts Schedule shall note any
  Contracts which are not assignable or cancelable at Closing.
  
                  (c)   Personal  Property.  A  true  and  complete
  schedule  and description ("Personal Property Schedule")  of  all
  material tangible Personal Property.
  
                  (d)  Permits.  A list ("Permits Schedule") of all
  current  franchises, business or other licenses, bonds,  permits,
  certificates 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  Sellers
  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,
  Sellers  may  provide to Purchaser copies of all Permits  in  its
  possession or control.
  
                  (e)   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.
  
                   (f)    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.
  
                  (g)  Repair History.  A true and complete list of
  all  major (i.e., costing more than $20,000) repairs of a capital
  nature which Sellers have undertaken with respect to the  Project
  during the two (2) years immediately preceding the date hereof.
  
                  (h)   Operating Statements.  Materially true  and
  complete  copies of all operating statements for the Project  for
  the  last two calendar years and for each calendar month of  1997
  through the month ending April 30.
  
                  (i)  Prior Studies.  True and complete copies  of
  any  prior third party studies and reports, in the possession  of
  Sellers  or  Sellers' agents, affiliates or management  companies
  relating   in   any  manner  to  the  environmental,  structural,
  mechanical, or engineering status of any portion of the Project.
  
                  (j)   Plans.   Copies of all construction  plans,
  diagrams and schematics of the Real Property and Improvements  in
  Sellers' possession or control made available to Purchaser at the
  Project.
  
                              ARTICLE 6
  
                             INSPECTION
  
        6.1        Inspection Period.  Sellers and Purchaser  agree
  that  Purchaser  has  sufficient time, access  and  resources  to
  conduct  an independent evaluation and assessment of the Project,
  the  Information Schedules and all other matters relating to  the
  purchase of the Project, and that Purchaser is not relying on any
  representation  or  warranty  of  Sellers  with  regard  to   the
  Information Schedules except as expressly set forth herein and in
  the  documents  to  be executed at Closing.   During  the  period
  ending at 5:00 p.m., local time, on June 16, 1997 (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  Sellers, (iii) interview all 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.  Subject  to  the  provisions  of
  Section    below,   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 Sellers' 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 Sellers, 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.  Sellers shall have the right, at
  its option, to cause a representative of Sellers 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 Sellers  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.    With   respect  to  any  subsurface  or  environmental
  investigations  (excepting only a Phase I  environmental  audit),
  Purchaser  shall  notify Sellers in writing of its  intention  to
  undertake such investigations and obtain Sellers' written consent
  to  any  such investigations.  Provided, however, Sellers  hereby
  consent  to  asbestos sampling as recommended in  prior  Phase  I
  environmental audits.
  
       6.2       Right of Termination.  Notwithstanding anything in
  this  Agreement to the contrary, Purchaser shall have  the  right
  for  any Stated Reason (as hereinafter defined) to terminate this
  Agreement  by  written  notice  to  Sellers  on  or  before   the
  expiration  of  the  Inspection Period and  Title  Company  shall
  immediately  refund  to  Purchaser the  Escrow  Deposit  and  any
  interest  thereon.  "Stated Reason" shall mean (a)  environmental
  conditions,  (b)  mechanical, electrical,  plumbing,  foundation,
  structural  or  operating systems condition of the  Project,  (c)
  zoning, parking, building codes or other use restrictions of  the
  Project,  or  (d)  tenant  or rent roll related  issues,  all  as
  determined in Purchaser's sole and absolute discretion.   In  the
  event the transaction does not close for any reason other than  a
  default  by  Sellers,  Purchaser shall  deliver  to  Sellers  all
  materials,  studies or documents received from third  parties  or
  Sellers 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  corporation,  duly
  formed,  organized, existing and in good standing under the  laws
  of  the State of Maryland; Purchaser has full legal right,  power
  and  authority to execute and fully perform its obligations under
  this Agreement, without the need for any further action under its
  governing  instruments; and the persons executing this  Agreement
  and   the  other  documents  required  hereunder  are  the   duly
  designated officers of Purchaser and are authorized to do so.
  
        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  Sellers Representations.   Except  as
  expressly  set  forth  herein,  Purchaser  acknowledges  that  no
  representations or warranties, express or implied, have been made
  by Sellers or Sellers' representatives.
  
        7.4        "AS  IS, WHERE IS".  EXCEPT AS EXPRESSLY  STATED
  HEREIN,  PURCHASER ACKNOWLEDGES AND AGREES THAT SELLERS HAVE  NOT
  MADE,  DOES  NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS  ANY
  REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,  AGREEMENTS  OR
  GUARANTIES  OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER  EXPRESS
  OR  IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
  CONCERNING  OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY  OR
  CONDITION  OF  THE  PROJECT, INCLUDING, WITHOUT  LIMITATION,  THE
  WATER,  SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED  FROM  THE
  PROJECT;  (C)  THE SUITABILITY OF THE PROJECT  FOR  ANY  AND  ALL
  ACTIVITIES  AND USES WHICH PURCHASER OR ANYONE ELSE  MAY  CONDUCT
  THEREON; (D) THE COMPLIANCE OF OR BY THE PROJECT OR ITS OPERATION
  WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
  GOVERNMENTAL   AUTHORITY   OR   BODY;   (E)   THE   HABITABILITY,
  MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR  FITNESS  FOR  A
  PARTICULAR  PURPOSE OF THE PROJECT; (F) THE MANNER OR QUALITY  OF
  THE  CONSTRUCTION  OF  MATERIALS, IF ANY, INCORPORATED  INTO  THE
  PROJECT;  (G)  THE MANNER, QUALITY, STATE OF REPAIR  OR  LACK  OF
  REPAIR  OF  THE PROJECT; OR (H) ANY OTHER MATTER WITH RESPECT  TO
  THE  PROJECT, AND SPECIFICALLY, THAT SELLERS HAVE NOT MADE,  DOES
  NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING
  COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION  OR  LAND
  USE  LAWS,  RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING
  SOLID  WASTE,  AS  DEFINED  BY THE U.S. ENVIRONMENTAL  PROTECTION
  AGENCY  REGULATIONS AT 40 C.F.R., PART 261, OR  THE  DISPOSAL  OR
  EXISTENCE,  IN OR ON THE PROJECT, OF ANY HAZARDOUS  SUBSTANCE  AS
  DEFINED  BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION
  AND   LIABILITY   ACT  OF  1980,  AS  AMENDED,  AND   REGULATIONS
  PROMULGATED  THEREUNDER.   EXCEPT  AS  EXPRESSLY  STATED  HEREIN,
  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN
  THE  OPPORTUNITY  TO  INSPECT THE PROJECT, PURCHASER  IS  RELYING
  SOLELY  ON  ITS OWN INVESTIGATION OF THE PROJECT AND NOT  ON  ANY
  INFORMATION  PROVIDED OR TO BE PROVIDED BY  SELLERS.   EXCEPT  AS
  EXPRESSLY  STATED  HEREIN,  PURCHASER  FURTHER  ACKNOWLEDGES  AND
  AGREES  THAT,  HAVING BEEN GIVEN THE OPPORTUNITY TO  INSPECT  THE
  PROJECT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION  OF
  THE  PROJECT.  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
  INFORMATION  PROVIDED  OR  TO BE PROVIDED  WITH  RESPECT  TO  THE
  PROJECT  WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT  SELLERS
  HAVE  NOT  MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION  OF
  SUCH INFORMATION AND EXCEPT AS EXPRESSLY STATED HEREIN  MAKES  NO
  REPRESENTATIONS  AS  TO  THE ACCURACY  OR  COMPLETENESS  OF  SUCH
  INFORMATION.   SELLERS ARE NOT LIABLE OR BOUND IN ANY  MANNER  BY
  ANY  VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION
  PERTAINING TO THE PROJECT, OR THE OPERATION THEREOF, FURNISHED BY
  ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
  PURCHASER  FURTHER ACKNOWLEDGES AND AGREES THAT  TO  THE  MAXIMUM
  EXTENT PERMITTED BY LAW, THE SALE OF THE PROJECT AS PROVIDED  FOR
  HEREIN IS MADE ON AN "AS-IS" CONDITION AND BASIS WITH ALL FAULTS.
  IT  IS  UNDERSTAND AND AGREED THAT THE PURCHASE  PRICE  HAS  BEEN
  ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE PROJECT IS SOLD
  BY SELLERS AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.
  
       Initialed by:
  
       ________________                   ________________
       Sellers                            Purchaser
  
                            8    ARTICLE
  
              REPRESENTATIONS AND WARRANTIES OF SELLERS
  
        Sellers'  Representations  and  Warranties.   Each  of  the
  Sellers makes the following representations and warranties as  to
  itself, and not as to or on behalf of the other Seller, as of the
  date   of  execution  of  this  Agreement,  which  shall  survive
  conveyance of the Project to Purchaser:
  
        8.1        Authority.   Central City  General,  L.P.  is  a
  limited partnership, duly formed, organized, existing and in good
  standing  under the laws of the State of South Carolina.   M.  B.
  Kahn  Construction  Co.,  Inc.  is a  corporation,  duly  formed,
  organized,  existing and in good standing under the laws  of  the
  State  of  South Carolina.  Sellers have 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 Sellers and are authorized  to
  do so.
  
        8.2        Marketable Title.  At the date hereof and as  of
  Closing, Sellers 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.  Sellers are 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
  Sellers'   knowledge,  any  other  tort  liabilities  which   are
  reasonably foreseeable, with notice, passage of time or both,  to
  have a material adverse effect on the Project.
  
       8.4       Contracts.  Except as disclosed in the Information
  Schedules,  there are no other management, leasing,  maintenance,
  service  or  other contracts relating to the Project.   Purchaser
  hereby  requests  and  Sellers hereby  agree  to  terminate  such
  existing  agreements  (other than the Exclusive  Right  to  Lease
  Agreement  between  The  Keenan Company, Inc.  and  Central  City
  General,  L.P. dated March 19, 1997 ("Leasing Agent  Agreement"))
  in  accordance  with the terms and conditions of such  agreements
  but  in  no  event prior to the Closing Date.  Sellers  agree  to
  remain liable and responsible for payment relating to the Project
  overall sprinkler installation contract.
  
  8.5        No Undisclosed Matters.  To Sellers' knowledge,  there
  are   no  unsatisfied  written  requests  for  material  repairs,
  restorations  or  improvements  from  any  insurance  carrier  or
  governmental  authority.  Sellers have 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.  To Sellers' Knowledge, Sellers  are
  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  Sellers'  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
  Sellers'  knowledge, threatened against Sellers  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        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 Sellers  except
  as  shown  on the Rent Roll.  Except as disclosed in  writing  to
  Purchaser,  the  Rent  Roll  lists  all  Leases,  amendments  and
  modifications  thereof.   Sellers  are  not,  and   to   Sellers'
  knowledge no tenant is, in default in the performance of or under
  any  such  Lease  in  any material respect  except  as  otherwise
  disclosed.  The Rent Roll states all Deposits, prepaid rents  and
  other  deposits  or  prepayments for each Lease.   No  tenant  is
  entitled  to any rebate, concession, special allowance  or  other
  benefits, except as stated in the Leases.  To Sellers' 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 Sellers, except
  to  lenders whose liens shall be released at Closing.  Except  as
  disclosed in the Rent Roll, there has been no waiver of  Sellers'
  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 Sellers' 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  Sellers'  knowledge,
  there  has been no material, adverse change with respect  to  the
  information  set forth in the Rent Roll.  Except as disclosed  in
  the  Rent Roll, all presently due leasing commissions payable  in
  connection with the Leases have been paid in full.  The Rent Roll
  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.   Except  as
  provided  in  the Leasing Agent Agreement, Sellers have  paid  in
  full  all  leasing or similar commissions or payment obligations,
  if any, relating to any Lease.  Except as specifically referenced
  in  the  Rent  Roll or the Contracts Schedule, Purchaser  is  not
  assuming  any  obligations for tenant improvements  or  purported
  leasing  commissions.   Sellers agree to  escrow  at  Closing  an
  amount  equal  to  all  tenant upfit  allowances  under  existing
  leases, including, without limitation, (a) tenant upfit allowance
  under  the existing lease to McNair Law Firm, P.A. and (b) tenant
  upfit allowance under the existing lease to NationsBank.  Sellers
  shall  indemnify and hold Purchaser harmless for  any  Loss  with
  respect  to  any  claims by tenants or third  party  brokers  for
  tenant  improvements,  allowances  or  leasing  commissions   not
  expressly  assumed  by Purchaser.  The preceding  sentence  shall
  survive Closing without regard to the provisions of Section .
  
        8.9       Operating Statements.  To Sellers' 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.
  
        8.10       Use of Project.  To Sellers' 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.
  
         8.11       Documentation.   To  Sellers'  knowledge,   all
  documents  which shall be delivered to Purchaser by or on  behalf
  of Sellers under this Agreement shall be accurate and complete in
  all   material  respects,  including,  without  limitation,   the
  Information Schedules.
  
        8.12      FIRPTA.  Neither Seller is 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  Sellers.  Sellers covenant  and  agree  with
  Purchaser as follows:
  
        9.1        Access.  Subject to the terms and conditions  of
  Section  6.1,  during  normal business hours  prior  to  Closing,
  Sellers   agree  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
  Sellers, or any of Sellers' agents or representatives.  Prior  to
  Closing,  Sellers  will furnish Purchaser  with  such  additional
  financial  and  operating data and other  information  reasonably
  available to Sellers 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 Sellers relating to the operations and  financial
  results of the Property, in such form and at such time, including
  up  to  270  days  after  Closing, as  Purchaser  may  reasonably
  determine is necessary to comply with applicable securities  laws
  requirements,  including, without limitation, Regulation   210.3-
  14  promulgated  under the Securities Exchange Act  of  1934,  as
  amended.   All  costs  incurred as  a  result  of  a  Purchaser's
  undertaking  such audit shall be borne exclusively by  Purchaser;
  however,  Sellers  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 Sellers' place of business in  a
  commercially reasonable fashion during normal business hours  and
  upon five (5) days prior notice from Purchaser to Sellers.
  
        9.3        No  Material Changes.  Prior to Closing, Sellers
  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 Sellers have received actual  notice  and
  provide Purchaser with evidence of curing of same (provided  that
  Sellers shall not be required to expend more than $5,000, 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,  Sellers 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, or (iii) amend, renew, extend, modify or terminate
  any  Contract,  Permit  or Lease except as contemplated  by  this
  Agreement or except in the ordinary course of business.   Subject
  to   Section  (i)  below  regarding  Sellers'  continued  leasing
  obligations, prior to Closing, Sellers shall operate and maintain
  the  Project including tenant improvements under existing  leases
  for  which  Sellers  remain  liable  pursuant  to  Section  ,  in
  substantially  the  same  manner and condition  as  Sellers  have
  operated and maintained the Project immediately prior to the date
  hereof.  Sellers 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 including tenant improvements under existing
  leases   as  contemplated  by  Section  ,  but  excluding  tenant
  improvements  relating  to new leases.  Provided,  however,  that
  Sellers  shall not be obligated to make a capital expenditure  in
  excess  of  $15,000 and in the event that prior to the expiration
  of  the  Inspection Period, Purchaser requests Sellers in writing
  to  make  a  capital  expenditure greater than  said  amount  and
  Sellers  elect  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, Sellers 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.   Sellers  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.  Sellers 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 .
  
        9.6       Cooperation.  Sellers 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,  Sellers  shall notify Purchaser of any  written  notice
  received by Sellers 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  Sellers  to
  cancel or materially increase any premiums relating thereto.
  
        9.8        Estoppel Certificates.  Before the Closing Date,
  Sellers  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 .1 from each major Tenant referenced  on  the
  Rent Roll or a Sellers' estoppel certificate in the form attached
  hereto  as Exhibit .2 for each non-major tenant not providing  an
  estoppel  certificate  directly.  Sellers  shall  use  reasonable
  efforts to obtain an estoppel certificate from all of the tenants
  of  the Project.  "Major Tenants" shall include McNair Law  Firm,
  P.A.;  WSA Associates; The Summit Club; CMI; The Keenan  Company;
  NationsBank and, as a subtenant, Laidlaw Environmental.   Sellers
  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.  Sellers 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.
  
        9.9        Leasing.  Sellers (and/or Sellers'  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, Sellers 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.
  
        9.10       Leasing  Commissions.  Except as  set  forth  in
  Section   13.1   and  Exhibit  .1,  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.  At Closing,  Sellers
  shall cause to be paid or otherwise satisfied in full all leasing
  commissions,  residual  or otherwise,  payable  pursuant  to  the
  Leasing Agent Agreement with respect to all existing Leases.   At
  Closing,  Purchaser  will  assume  the  Leasing  Agent  Agreement
  subject to Purchaser's receipt of an affirmative release from the
  Keenan  Company  evidencing  payment  in  full  of  the  existing
  residual commissions in the form attached hereto as Exhibit .2.
  
        9.11       Knowledge Standard.  As used in this  Agreement,
  "the  Sellers' knowledge "or any similar phrase, shall  mean  the
  current actual knowledge of (a) Richard Murrell, the Senior  Vice
  President  of BT Building Corp. as to Central City General,  L.P.
  and  (b)  Alan  Kahn  as  to M. B. Kahn Construction  Co.,  Inc.;
  provided, however, that nothing in this Agreement shall be deemed
  to  create or impose any personal liability of any kind  on  such
  individuals.
  
         9.12       Project  Name.   For  so  long  as  NationsBank
  continues to maintain a branch banking center within the  Project
  and  lease  and occupy space within the Project which constitutes
  at  least  13,294  net rentable square feet,  the  Project  shall
  continue to have the name "NationsBank Tower" and NationsBank  or
  its  successors or assigns shall have the exclusive right to have
  the  existing NationsBank signage or similar replacement  signage
  affixed to the exterior of the Improvements for a period of three
  and  one-half  (3-1/2) years after Closing (the "Exclusive  Period")
  and a non-exclusive right thereafter to maintain such signage  as
  is  in  place at the end of the Exclusive Period.  This provision
  shall  survive  Closing  and shall survive  until  such  time  as
  NationsBank  no  longer  leases and  occupies  space  within  the
  Project.
  
                             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 Sellers contained in this Agreement shall have been
  true  in all material respects on the date of this Agreement  and
  on  Closing.   Sellers 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 Sellers.
  
                  (c)   Certificates. Purchaser shall have received
  the  estoppel  certificates from all  Major  Tenants  and  either
  estoppel  certificates or Seller estoppel  certificates  for  all
  other tenants and the SD&A's from all Major Tenants.
  
                  (d)   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.
  
         10.2        Conditions   to  Sellers'  Obligations.    The
  obligations   of   Sellers   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
  Sellers 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      Like Kind Exchange.  It is M.B. Kahn Construction
  Co.,  Inc.'s  intent to enter into a like kind exchange  of  real
  properties  for its undivided interest in the Real Property,  the
  same  being  a  twenty  (20%) percent  undivided  interest.   The
  exchange  shall be through a qualified intermediary, Southeastern
  Exchange  Company,  ("Qualified  Intermediary")  and  M.B.   Kahn
  Construction  Co.,  Inc. shall have no  access  to,  or  have  no
  receipt  of, its share of the funds as they shall be invested  in
  like  kind  Real  Property  through the  Qualified  Intermediary.
  Consistent  with  the foregoing, any payments of  sales  proceeds
  shall be made directly to the Qualified Intermediary.
  
        10.4       Closing  Documents.  At Closing,  Sellers  shall
  deliver  to  Purchaser  the  following  documents,  all  properly
  executed by Sellers and delivered to Purchaser and/or executed by
  Purchaser  and delivered to Sellers shall be in a form reasonably
  acceptable  to  Purchaser and Sellers and include,  but  are  not
  limited to:
  
                  (a)   Limited Warranty Deed.  A Limited  Warranty
  Deed in form attached hereto as Exhibit (a).
  
                  (b)  Bill of Sale.  A Bill of Sale and Assignment
  in form attached hereto as Exhibit (b).
  
                  (c)   Documents.   Executed original  copies,  or
  copies  certified  as correct by Sellers, 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
  Sellers  are  aware  transferred  and  assigned  (to  the  extent
  transferable)   to  Purchaser,  (iii)  all  "as   built"   plans,
  specifications, surveys or other documents relating or pertaining
  to  the  Project  in  the  possession  of  Sellers  (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.
  
                 (d)  Rent Roll.  A current and updated Rent Roll.
  
                 (e)  FIRPTA.  Affidavit from Sellers that Sellers
  are 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 (e).
  
                  (f)   Keys.  All keys and master keys in Sellers'
  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.
  
                  (g)   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.
  
                  (h)  Miscellaneous.  Such other documents as  may
  be  required under other provisions of this Agreement or  as  may
  reasonably be required by Purchaser or Sellers 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 Sellers with  regard  to  South
  Carolina  withholding tax requirements and (iv) a Quitclaim  Deed
  with  the  legal description contained in Exhibit (a) and/or  the
  Survey,  if  the legal description of the Land contained  in  the
  Survey  differs from the legal description contained  in  Exhibit
  (a).
  
                  (i)  Purchase Price.  Purchaser shall deliver the
  Purchase Price to Sellers in immediately available funds.
  
                             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  SELLERS SHALL BE RELEASED FROM ALL OBLIGATIONS  IN  LAW  OR
  EQUITY  TO  CONVEY  THE  PROPERTY TO  PURCHASER.   PURCHASER  AND
  SELLERS  AGREE  THAT  AS  SELLERS'  SOLE  REMEDY  FOR  A  DEFAULT
  HEREUNDER,  BY  WRITTEN NOTICE TO PURCHASER  AND  TITLE  COMPANY,
  SELLERS  SHALL  BE  ENTITLED TO TERMINATE THIS AGREEMENT  AND  BE
  ENTITLED  TO  RECEIVE  THE ESCROW DEPOSIT PLUS  ACCRUED  INTEREST
  THEREON AS LIQUIDATED DAMAGES.  PURCHASER AND SELLERS 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
  SELLERS' DAMAGES AND SHALL CONSTITUTE SELLERS' 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:
  
       ________________                   ________________
       Sellers                            Purchaser
  
        11.2       Damages  Against Sellers.   IN  THE  EVENT  THAT
  SELLERS  FAIL TO PERFORM ALL OF SELLERS' 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  SELLERS
  FOR  PERFORMANCE OF THIS AGREEMENT.  IF SELLERS  FAIL  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  SELLERS' 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
  SELLERS  OF AN AMOUNT NOT TO EXCEED $20,000 IN ORDER TO REIMBURSE
  PURCHASER'S  REASONABLE  OUT OF POCKET EXPENSES  ASSOCIATED  WITH
  THIS  TRANSACTION, BUT WITHOUT FURTHER LIABILITY  ON  PURCHASER'S
  PART.   SELLERS AGREE THAT THE PROJECT IS UNIQUE AND THAT DAMAGES
  FOR  FAILURE  BY  SELLERS TO CONSUMMATE THE TRANSACTION  WILL  BE
  IMPRACTICABLE  AND EXTREMELY DIFFICULT TO DETERMINE.   THEREFORE,
  IN  THE  EVENT  THAT  SELLERS FAIL OR REFUSE  TO  CONSUMMATE  THE
  TRANSACTION  AND  PURCHASER SEEKS SPECIFIC  PERFORMANCE,  SELLERS
  SPECIFICALLY AGREE THAT THE REMEDY OF SPECIFIC PERFORMANCE  IS AN
  APPROPRIATE REMEDY FOR PURCHASER, AND SELLERS WAIVE AND AGREE NOT
  TO  ASSERT ANY CLAIM OR DEFENSE THAT SPECIFIC PERFORMANCE IS  NOT
  AN APPROPRIATE REMEDY FOR PURCHASER.
  
       Initialed by:
  
       ________________                   ________________
       Sellers                            Purchaser
  
                             ARTICLE 12
  
                            RISK OF LOSS
  
        12.1       Risk  of Loss.  Prior to Closing, Sellers  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 Sellers  perform  any
  necessary  repairs  or,  at  Sellers' option,  reduces  the  cash
  portion  of the Purchase Price in an amount equal to the cost  of
  such  repairs,  Sellers thereby retaining  all  of  the  Sellers'
  right, title and interest to any claims and proceeds Sellers  may
  have   with  respect  to  any  casualty  insurance  policies   or
  condemnation awards relating to the premises in question.  In the
  event  Sellers elect to perform repairs upon the Project, Sellers
  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.
  
        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 Sellers' insurance proceeds, if any, for such damage,
  plus  payment  from  Sellers  of the  amount  of  the  applicable
  insurance  deductible relating thereto not to exceed  the  actual
  repair  cost.  In such event, Sellers shall execute all documents
  reasonably  requested by Purchaser to assign Sellers' rights  and
  interest to such insurance proceeds.
  
        12.4      Definition of Major Loss or Damage.  For purposes
  of  Sections   and  ,  "major"  loss  or  damage  refers  to  the
  following:   (i)  loss or damage to the 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  Five  Hundred  Thousand   Dollars
  ($500,000),  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.  At Closing, Sellers shall
  pay   any   and  all  brokerage  commissions  due  to  Chesterton
  Binswanger  Capital Advisors, LLC pursuant to a separate  written
  agreement.  If the purchase and sale hereunder does not close for
  any  reason,  including default by either Sellers  or  Purchaser,
  then  no commission shall be due by any party hereto.  Except  as
  set  forth  in  the  preceding sentence,  Sellers  and  Purchaser
  represent  to  each  other  that they  have  acted  directly  and
  independently  with  the  other as principals  and  that  neither
  Sellers nor Purchaser have retained or authorized the services of
  any  broker or finder with respect to this Transaction.  Sellers,
  jointly  and  severally, agree 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  Sellers.  Purchaser agrees to indemnify and hold Sellers
  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 Sellers otherwise agree
  in  writing,  Purchaser agrees that all confidential  proprietary
  information  regarding  the  Project of  whatsoever  nature  made
  available  to it by Sellers or Sellers' 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 Sellers, the provisions of this
  Section  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 Sellers' 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 Sellers.  Except as contemplated by
  the  preceding sentence, Sellers 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 one (1) year 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.
  
        13.10     Attorneys' Fees.  If either party commences legal
  proceedings for any relief against the other party arising out of
  this Agreement, the losing party shall pay the prevailing party's
  reasonable attorneys' fees.
  
       13.11     Time.  Time is of the essence with respect to this
  Agreement.
  
        13.12      No Other Inducement.  The making, execution  and
  delivery of this Agreement by the parties hereto has been induced
  by no representations, statements, warranties or agreements other
  than those expressed herein.
  
        13.13     Computation of Time Periods.  All periods of  the
  time  referred to in this Agreement shall include all  Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies  business days, provided that if the date or last  date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
        13.14      Notices.   Any notice, request,  instruction  or
  other  document to be given or furnished under this Agreement  by
  either party to the other party or to the Title Company shall  be
  in  writing and shall be delivered personally or shall be sent by
  facsimile transmission (with a copy sent by regular U.  S.  mail)
  or  registered or certified mail, postage prepaid, or by  prepaid
  overnight delivery service, at the address or telecopy number  in
  this  Section    or  to  such other address, telecopy  number  of
  person  as  either party may designate by written notice  to  the
  other  party.  A notice, request, instruction or other  documents
  shall  be  deemed to be given (a) when delivered personally,  (b)
  sent by facsimile transmission (with a copy sent by regular U. S.
  mail),  or  (c)  if sent by certified mail or overnight  delivery
  service,  at  the  time  the delivery is indicated  on  the  duly
  completed United States Postal Service return receipt or the time
  of package pick up as indicated on the records of or certificates
  provided by the overnight delivery service.
  
  Sellers:            Central City General, L.P., a South Carolina
                      limited partnership
                      c/o NationsBank Real Estate Services
  Office Address:     401 North Tryon Street
                      Charlotte, North Carolina  28255
                      Attention:  Richard Murrell
  Telephone Number:   (704) 386-8084
  Telecopy Number:    (704) 386-0547
  
  with a copy to:     C. Vandiver Smith, Esquire
                      NationsBank Legal Department
                      100 North Tryon Street
                      Charlotte, North Carolina  28255
                      Location Code NC1-001-14-13
  
  Telephone Number:   (704) 386-8368
  Telecopy Number:    (704) 386-6453
  
                      M. B. Kahn Construction Co., Inc.
                      Post Office Box 1179
                      Columbia, South Carolina 29202
                      Attn: Alan Kahn
  
  Telephone Number:   (803) 736-2950
  Telecopy Number:
  
  Purchaser:          Parkway Properties, Inc.
                      Attention:  David Fowler
  Office Address:     Suite 1000, One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi 39201
  Mailing Address:    Post Office Box 24647
                      Jackson, Mississippi 39225
  
  Telephone Number:   (601) 948-4091
  Telecopy Number     (601) 949-4077
  
  with a copy to:     Forman, Perry, Watkins, Krutz & Tardy, PLLC
                      Attention:  Steven M. Hendrix
  Office Address:     Suite 1200, One Jackson Place
                      188 East Capitol Street
                      Jackson, Mississippi  39201
  
  Telephone Number:   (601) 960-8603
  Telecopy Number:    (601) 960-8609
  
        13.15      Headings.   The captions and paragraph  headings
  used  in this Agreement are inserted for convenience of reference
  only  and  are  not  intended  to define,  limit  or  affect  the
  interpretation or construction of any term or provision hereof.
  
        13.16     Exhibits.  All schedules or exhibits referred  to
  herein  or  attached  hereto  are  incorporated  herein  by  this
  reference.
  
        13.17     Counterparts.  This Agreement may be executed  in
  multiple  copies, each of which shall be deemed an original,  but
  all  of  which  shall  constitute one Agreement  binding  on  all
  parties.
  
        13.18     Governing Law.  This Agreement shall be governed,
  construed  and enforced in accordance with the laws of the  State
  of South Carolina.
  
       13.19     Limitation on Liability.  Notwithstanding anything
  contained  herein to the contrary, Sellers acknowledge and  agree
  that  no limited partner of Purchaser, nor any trustee, director,
  holder  of  any  beneficial interests,  shareholder,  officer  or
  employee  of Purchaser or any affiliate of Purchaser  (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  Sellers
  shall  have  recourse hereunder only against Purchaser's  assets.
  Each  document  to  be  executed by Purchaser  at  Closing  shall
  contain a similar exculpation.
  
       IN WITNESS WHEREOF, Sellers and Purchaser have executed this
  Agreement as of the June 16, 1997.
  
                                Sellers:
  
                                Central City General, L.P., a South
                                Carolina limited partnership
  
                                By:   BT  Building Corp.,  a  South
                                Carolina  corporation, its  general
                                partner
  
  Executed by Sellers this
  16th day of June, 1997
                                     By:___________________________
                                     Name:_________________________
                                     Title:________________________
  
                                M. B. Kahn Construction Co., Inc.
  
                                By:________________________________
                                Its:_______________________________
  
                                PURCHASER:
  
                                PARKWAY    PROPERTIES,   INC.,    a
                                Maryland corporation
  
  Executed by Purchaser this
  16th day of June, 1997.
                                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 TWO HUNDRED THOUSAND AND  NO/100
  DOLLARS  ($200,000.00) on the _____ day of  ______________,  1997
  and  (b)  a fully executed counterpart of this Agreement  on  the
  _____ day of _____________, 1997.
  
                                Firm  Title,  Inc.,  as  Agent  for
                                Lawyers Title Insurance Company
  
                                By:________________________________
                                     Name: ________________________
                                     Title: _______________________
  
                           EXHIBIT 1.2(a)
  
                          Legal Description
  
  ALL  that piece, parcel and lot of land, situate, lying and being
  at  the  northwestern corner of the intersection  of  Sumter  and
  Gervais  Streets,  in  the City of Columbia,  in  the  County  of
  Richland,  in  the State of South Carolina; said lot  having  the
  following courses and distances, to-wit:
  
  BEGINNING at a point where the northern boundary of the right-of-
  way of Gervais Street intersects with the eastern boundary of the
  right-of-way  of Sumter Street, and thence running North  15  21'
  West  for a distance of 262.9 feet along the eastern boundary  of
  Sumter Street to a point; thence turning and running North 74 37'
  East  along  a  lot  of The South Carolina National  Bank  for  a
  distance of 228 feet to an iron; thence turning and running South
  15  30' East for a distance of 261.45 feet along property now  or
  formerly  of Central Chevrolet Company to an iron in the northern
  boundary  of  the right-of-way of Gervais Street; thence  turning
  and  running  South  74 30' West along the northern  boundary  of
  Gervais  Street  for a distance of 228.3 feet  to  the  POINT  OF
  BEGINNING; all as is more particularly shown and delineated on  a
  plat  of same prepared for CENTRAL CITY GENERAL, A SOUTH CAROLINA
  PARTNERSHIP,   by   William   Wingfield,   Registered   Surveyor,
  originally dated April 9, 1974 and revised and recertified as  of
  September  11,  1986  and  recording in  the  R.M.C.  Office  for
  Richland County in Plat Book 51 at 3569.
  
  Derivation: This being the same property as conveyed  to  Central
  City General, L.P. by (i) that certain Title to Real Estate dated
  June  15, 1971 and recorded in Deed Book D209, Page 693, Richland
  County  RMC  Office and (ii) that certain Title  to  Real  Estate
  dated  June  30, 1987 and recorded in Deed Book D847,  Page  678,
  Richland  County  RMC Office and to M. B. Kahn Construction  Co.,
  Inc. by that certain Title to Real Estate dated _____________ and
  recorded  in  Deed  Book  ____, Page ____,  Richland  County  RMC
  Office.
  
  TMS No.: 11401-03-04
  
                             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 9.8.1
                                  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
       RE:  _______________________
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties,  Inc.,  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 Date:__________________________________
  
            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 9.8.2
                                  
                FORM OF SELLERS' ESTOPPEL CERTIFICATE
  
  Parkway Properties, Inc.
  300 One Jackson Place
  188 East Capitol Street
  Jackson, MS   39201
  
       RE:  _____________
  
  Gentlemen:
  
        The  undersigned  as Landlord hereby certifies  to  Parkway
  Properties,  Inc.  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  Sellers'
  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 9.10.1
                                  
                       OUTSTANDING COMMISSIONS
  
  Residual  lease commissions as provided in Section 13(B)  of  the
  Exclusive  Right  to Lease Agreement between The Keenan  Company,
  Inc.  and  Central  City  General,  L.P.  dated  March  19,  1997
  ("Leasing Agent Agreement").
  
                           EXHIBIT 9.10.2
                                  
                         AFFIRMATIVE RELEASE
                                 OF
                         THE KEENAN COMPANY
                                  
                   LEASING AGENT/BROKER'S RELEASE
  
  Buyer:  Parkway Properties, L.P., a Maryland limited  partnership
  with  Parkway  Properties  General  Partners,  Inc.,  a  Maryland
  corporation as its sole general partner
  
  Sellers:  Central  City General, L.P., a South  Carolina  limited
  partnership  and  M.  B. Kahn Construction  Co.,  Inc.,  a  South
  Carolina corporation
  
  Property: NationsBank Tower
            ________________
            ________________, Richland County, South Carolina
  
  Closing Date: June ___, 1997
  
        The  undersigned hereby acknowledges receipt of a total  of
  _________   Dollars   ($______)   in   full   satisfaction    and
  consideration for its services under that certain Exclusive Right
  to  Lease  Agreement dated March 19, 1997 by and between  Sellers
  and the undersigned ("Leasing Agreement") for payment in full  of
  all  residual commissions due to broker pursuant to the terms  of
  the  Leasing  Agreement.   The undersigned  hereby  releases  the
  Buyer, Sellers and the Property from any and all obligations  for
  additional  leasing commissions or similar payments in connection
  with  the residual commissions or any other payments relating  to
  existing  leases  of  the Property as of the  date  hereof.   The
  undersigned further represents that it knows of no other  brokers
  or   leasing  agents  entitled  to  receive  any  commissions  in
  connection  with  the  existing  leases  of  the  Property.   The
  foregoing release, however, does not release Buyer from any other
  obligations  pursuant  to the Leasing Agreement  from  this  date
  forward.
                                The Keenan Company, Inc.
                                By:________________________________
                                     David C. Lockwood, III
                                     Vice President
                                     Leasing Services
  STATE OF ___________
  COUNTY OF __________
        Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___,  within  my jurisdiction, the within named _________,  who
  acknowledged    that    (he)(she)    is    ________________    of
  _______________, a ________________ corporation, and that for and
  on  behalf  of  the  said corporation, and as its  act  and  deed
  (he)(she)  executed  the  above and foregoing  instrument,  after
  first having been duly authorized by said corporation so to do.
  
                                ___________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  _____________________
  (Affix official seal, if applicable)
  
                           EXHIBIT 10.3(a)
                    FORM OF LIMITED WARRANTY DEED
  
  STATE OF SOUTH CAROLINA  )         LIMITED WARRANTY DEED
                           )         OF REAL PROPERTY
  COUNTY OF RICHLAND       )
  
        THIS  LIMITED  WARRANTY  DEED, executed  the  ____  day  of
  __________, 1997, by CENTRAL CITY GENERAL, L.P., a South Carolina
  limited  partnership  ("CCG")  whose  mailing  address   is   c/o
  NationsBank  Real  Estate  Services,  401  North  Tryon   Street,
  Charlotte, North Carolina 29255, Attn: Richard Murrell  and  M.B.
  KAHN   CONSTRUCTION  CO.,  INC.,  a  South  Carolina  corporation
  ("Kahn") whose mailing address is Post Office Box 1179, Columbia,
  South  Carolina 29202, Attn: Alan Kahn (CCG and Kahn  hereinafter
  collectively  referred  to as "Grantor") to  PARKWAY  PROPERTIES,
  INC., a Maryland corporation whose mailing address is Post Office
  Box   24647,  Jackson,  Mississippi  39225,  Attn:  David  Fowler
  (hereinafter referred to as "Grantee").
  
                        W I T N E S S E T H:
  
        IN  CONSIDERATION  of the sum of Five  and  no/100  ($5.00)
  Dollars  and  other  valuable  consideration,  the  receipt   and
  sufficiency  of which is hereby acknowledged by Grantor,  Grantor
  has  granted,  bargained, sold and released, and by this  Limited
  Warranty  Deed grants, bargains, sells and releases  to  Grantee,
  the following real property:
  
       SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN.
  
        The above property is sold subject to any accruing property
  taxes  and  is  made subject to the conditions,  restrictions  or
  easements  affecting the within described property  described  on
  EXHIBIT "B".
  
         TOGETHER  with  all  and  singular  the  rights,  members,
  hereditaments and appurtenances belonging or in any wise incident
  or appertaining thereto;
  
        TO  HAVE  AND  TO HOLD all and singular said property  unto
  Grantee and Grantee's successors and assigns, forever.
  
        GRANTOR  covenants to warrant and forever  defend  all  and
  singular said property unto Grantee and Grantee's successors  and
  assigns  from  and against Grantor and Grantor's  successors  and
  assigns.
  
        WITNESS the Hand and Seal of the Grantor this ____  day  of
  __________ in the year of our Lord one thousand nine hundred  and
  ninety-seven  and  in the two hundred twenty-first  year  of  the
  Sovereignty and Independence of the United States of America.
  
  SIGNED, SEALED AND DELIVERED  CENTRAL CITY GENERAL, L.P.,
  IN THE PRESENCE OF:           a South Carolina limited
                                partnership
  
                                
  __________________________    By:  BT Building Corp., a South
  (WITNESS)                          Carolina corporation, its
                                     general partner
                                
                                
  ____________________________  By:______________________________
  (WITNESS)                          Its:________________________
                                
                                
  ____________________________  M. B. KAHN CONSTRUCTION CO., INC.,
  (WITNESS)                     a South Carolina corporation
                                
                                
  ____________________________  By:______________________________
  (WITNESS)                          Its:________________________
  
  STATE OF ______________________    )
                                     )         PROBATE
  COUNTY OF ____________________     )
  
        PERSONALLY  appeared before me the undersigned witness  and
  made  oath that (s)he saw the within-named Central City  General,
  L.P., a South Carolina limited partnership, by BT Building Corp.,
  a   South   Carolina   corporation,  its  general   partner,   by
  ____________________ its ____________________________ sign,  seal
  and  as his/her act and deed, deliver the within-written Deed for
  the  uses and purposes therein mentioned, and that (s)he with the
  other  witness  whose  signature  appears  above,  witnessed  the
  execution thereof.
                           
                           ______________________________
                                     (WITNESS)
  
          Sworn    to   before   me   this   the   ____   day    of
  ____________________, 1997.
  
  __________________________________________
  Notary Public for State of Columbia
  My Commission Expires: ________________.
  
  STATE OF ______________________    )
                                     )         PROBATE
  COUNTY OF ____________________     )
  
        PERSONALLY  appeared before me the undersigned witness  and
  made  oath that (s)he saw the within-named M.B. Kahn Construction
  Co.,   Inc.,   a   South   Carolina   limited   partnership,   by
  _________________________, its ________________ sign, seal and as
  his/her  act  and deed, deliver the within-written Deed  for  the
  uses  and  purposes therein mentioned, and that  (s)he  with  the
  other  witness  whose  signature  appears  above,  witnessed  the
  execution                                                thereof.
  ______________________________
                                     (WITNESS)
          Sworn    to   before   me   this   the   ____   day    of
  ____________________, 1997.
  
  _________________________________
  Notary Public for State of Columbia
  My Commission Expires: ________________
  
  STATE OF SOUTH CAROLINA  )
                           )              AFFIDAVIT
  COUNTY OF RICHLAND       )
  
        PERSONALLY  appeared before me the undersigned,  who  being
  duly sworn, deposes and says:
  
  Property  located  at  the corner of Sumter  Street  and  Gervais
  Street, Columbia, South Carolina, bearing Richland County Tax Map
  Number  #11401-03-04,  was transferred by Central  City  General,
  L.P.  and M.B. Kahn Construction Co., Inc. to Parkway Properties,
  Inc. on _______________, 1997.
  
  The transaction was (Check one):
  
  _______________ an arm's length real property transaction and the
  sales  price  paid  or to be paid in money or money's  worth  was
  $__________________________ *.
  
  _______________ not an arm's length real property transaction and
  the     fair     market    value    of    the     property     is
  $______________________________________ *.
  
  The  above transaction is exempt, or partially exempt,  from  the
  recording fee as set forth in S.C. Code Ann. Section 12-24-10 et.
  seq.  because  the  deed  is (See back of affidavit):____________
  _________________________________________________________________
  __________.
  
  As  required  by  Code Section 12-24-70, I  state  that  I  am  a
  responsible   person  who  was  connected  with  the  transaction
  as:_________________________________________________________.
  
  I  further  understand  that a person required  to  furnish  this
  affidavit  who wilfully furnishes a false or fraudulent affidavit
  is  guilty of a misdemeanor and, upon conviction, must  be  fined
  not  more  than one thousand dollars or imprisoned not more  than
  one year, or both.
  
                                ___________________________________
                                Purchaser, Legal Representative  of
                                the Purchaser, or other Responsible
                                Person    Connected    with     the
                                Transaction
                                
       SWORN to before me this ____ day of ___________, 1997
  
       _______________________________(L.S.)
       Notary Public for _____________________
  
       My Commission Expires: ________________
  
  * The fee is based on the real property's value.  Value means the
  realty's  fair  market  value.  In  arm's  length  real  property
  transactions, this value is the sales price to be paid  in  money
  or  money's worth (e.g. stocks, personal property, other  realty,
  forgiveness of debt, mortgages assumed or placed on the realty as
  a  result  of the transaction).  However, a deduction is  allowed
  from  this  value  for the amount of any lien or  encumbrance  on
  land,  tenement, or reality before the transfer and remaining  on
  it after the transfer.
  
                           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 _____________,  a  _____________
  ("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
            "NationsBank  Tower"  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) and only for so long as NationsBank
            occupies  and  leases  space in  the  Property  plus  a
            reasonable  period of up to one year after  receipt  by
            Assignee   of   written  notice  of  termination   from
            NationsBank;
  
                 (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 South Carolina 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:
  
                                ___________________________________
  
                                By:________________________________
                                Name:______________________________
                                Title:_____________________________
  
                           EXHIBIT 10.3(e)
                                  
                      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 ________________ a
  _______________ ("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 _________________
  
        I,  ___________________, a Notary Public of the County  and
  State  aforesaid,  certify that _____________________  personally
  came  before  me  this  day  and  acknowledged  that  he/she   is
  ____________________     of    ___________________________,     a
  _____________________ and that by authority duly given and as the
  act of the ______________ the foregoing instrument was signed  in
  its name by its ______________________, sealed with its corporate
  seal,     and    attested    by    himself/herself     as     its
  ____________________.
  
        WITNESS  MY HAND AND OFFICIAL SEAL, this the _____  day  of
  ________________, 1997.
                                ___________________________________
                                NOTARY PUBLIC
  
  My Commission Expires:______________________
  [AFFIX NOTARIAL SEAL]