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 earliest event reported): February 18,1998
                                                ------------------
  
  
  
                      PARKWAY PROPERTIES, INC.
  -----------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                      1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other       (Commission File Number)       (IRSEmployer
  jurisdiction of                                    Identification
  incorporation)                                        Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  
  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.
  
  Proposed Purchase:
  
       On February 17, 1998, Parkway Properties, Inc. ("Parkway")
  announced that it has entered into a contract to acquire a 13 building
  Southeastern office portfolio ("Southeastern Office Portfolio")
  comprising a total of approximately 1,470,000 net rentable square
  feet from an Atlanta based real estate investment firm for
  $163,014,000 in cash.  The total purchase price, including
  closing costs, anticipated capital expenditures and leasing
  commissions, is expected to be approximately $165,714,000.  The
  contract, which is subject to customary due diligence procedures,
  is expected to close on or about February 25, 1998.  The Company
  expects to fund the purchase initially with short-term bank
  borrowings from two bank groups.  The Company recently negotiated
  an increase in size and reduction in interest rate on its
  existing line of credit with a consortium of banks led by Deposit
  Guaranty National Bank to $100,000,000 at a rate of LIBOR plus
  140 basis points.  In addition, the Company expects to receive a
  $75,000,000 unsecured loan from NationsBank, NA, also at a rate
  of LIBOR plus 140 basis points.
  
  
  Item 5.  Other Events.
  
  
       (1)  UPREIT Structure.
  
        In  January 1998, Parkway completed its reorganization into
  an umbrella partnership REIT ("UPREIT") structure under which all
  of  Parkway's office building real estate assets are owned by  an
  operating    partnership,    Parkway    Properties,    LP    (the
  "Partnership").    The  Company  anticipates  that   the   UPREIT
  structure  will enable it to pursue new investment  opportunities
  by  having  the  ability  to offer tax advantaged  units  in  the
  Partnership to property owners in exchange for office properties.
  Presently, all interests in the Partnership are owned by  wholly-
  owned subsidiaries of Parkway.
  
       (2)  1997 Year-End Results.
  
       Parkway reported total revenue of $48.1 million for the year
  ended  December 31, 1997, compared to $24.1 million for the  year
  ended  December  31, 1996.  The Company reported net  income  and
  funds  from  operations ("FFO") for the year ended  December  31,
  1997,  of $14.5 million and $17.6 million, respectively, compared
  to  $14.4  million and $6.4 million, respectively, for  the  year
  ended  December  31, 1996.  Parkway defines FFO, consistent  with
  NAREIT's definition, as net income (loss) (computed in accordance
  with   generally   accepted  accounting   principles   ("GAAP")),
  excluding gains (or losses) from debt restructuring and sales  of
  property,  plus real estate related depreciation and amortization
  and  after adjustments for unconsolidated partnerships and  joint
  ventures.  The Company believes FFO is helpful to investors as  a
  measure of the performance of an equity REIT because, along  with
  cash  flows  from operating activities, financing activities  and
  investing activities, it provides investors with an understanding
  of  the ability of the Company to incur and service debt and make
  capital  expenditures.  The Company computes  FFO  in  accordance
  with standards established by Parkway, which may differ from  the
  methodology  for calculating FFO utilized by other equity  REITs,
  and,  accordingly,  may not be comparable to  such  other  REITs.
  Further,   FFO   does   not  represent  amounts   available   for
  management's   discretionary  use  because  of   needed   capital
  replacement  or  expansion, debt service  obligations,  or  other
  commitments and uncertainties.  FFO should not be considered as an
  alternative to net income (determined in accordance with GAAP), as
  an  indication of the Company's financial performance or to  cash
  flows  from  operating activities (determined in accordance  with
  GAAP)  as  a  measure  of  the Company's  liquidity,  nor  is  it
  indicative  of funds available to fund the Company's cash  needs,
  including its ability to make distributions.
  
       (3)  Effects of Adoption of Statement of Financial Accounting
            Standards No. 128, Earnings per Share.
  
       The earnings per share amounts for the years ended December 31, 1997,
  1996 and 1995 and the quarters of 1997 and 1996 have been restated to
  comply with Financial Accounting Standards Board's Statement of 
  Financial Accounting Standard No. 128, "Earning per Share" as follows:
  
                         Net Income         Weighted Average
                         Per Share         Shares Outstanding
                       Basic   Diluted     Basic      Diluted
  Year Ended:                                      
  1995               $ 4.24    $ 4.15    2,786,463   2,847,681
  1996               $ 3.92    $ 3.81    3,662,182   3,776,301
  1997               $ 2.05    $ 2.01    7,077,769   7,214,253
                                                   
  3 Months Ended:                                  
  March 31, 1996     $  .39    $  .38    2,008,135   2,098,208
  June 30, 1996      $ 2.00    $ 1.93    3,212,637   3,323,699
  September 30, 1996 $  .39    $  .38    4,193,319   4,310,218
  December 31, 1996  $ 1.31    $ 1.27    4,222,279   4,360,720
                                                   
  March 31, 1997     $  .62    $  .61    5,717,585   5,847,943
  June 30, 1997      $  .43    $  .42    6,287,706   6,405,143
  September 30, 1997 $  .34    $  .33    6,531,860   6,674,795
  December 31, 1997  $  .62    $  .61    9,735,761   9,890,968
                                                   
  6 Months Ended:                                  
  June 30, 1996      $ 2.31    $ 2.24    3,110,572   3,211,140
  June 30, 1997      $ 1.04    $ 1.01    6,004,220   6,128,118
                                                   
  9 Months Ended:                                  
  September 30, 1996 $ 2.54    $ 2.46    3,474,123   3,580,134
  September 30, 1997 $ 1.36    $ 1.33    6,182,032   6,312,275
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
       The following audited financial statement of the
  Southeastern Office Portfolio for the year ended December 31,
  1996 is attached hereto. Also included is the unaudited financial
  statement for the nine months ended September 30, 1997.
                                                               Page
                                                               ----
       Report of Independent Auditors                             6
       Combined Statement of Rental Revenue and
         Direct Operating Expenses                                7
       Notes to Combined Statement of Rental Revenue
         and Direct Operating Expenses                            8
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The following unaudited Pro Forma Consolidated Financial
  Statements are attached hereto.
                                                             Page
                                                             ----
  Pro Forma Consolidated Financial Statements (Unaudited)     10
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of September 30, 1997                                  12
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1996                      13
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Nine Months Ended September 30, 1997              14
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                    15
  
       (c)  Exhibits
       
       (10) Sale   Agreement   and  Amendments  between   Brookdale
            Investors,  L.P.,  a Delaware limited partnership,  and
            Parkway  Properties LP, a Delaware limited partnership.
            Parkway  agrees  to  furnish  supplementally   to   the
            Securities and Exchange Commission on request a copy of
            any omitted schedule or exhibit to this agreement.
       
       (99) Amended  and  Restated Agreement of Limited Partnership
            of Parkway Properties, LP dated January 1, 1998.
  
  
                    Report of Independent Auditors
  
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We have audited the accompanying combined statement of rental
  revenue and direct operating expenses of the Southeastern Office
  Portfolio for the year ended December 31, 1996. This statement is
  the responsibility of management.  Our responsibility is to
  express an opinion on this statement based on our audit.
  
  We conducted our audit in accordance with generally accepted
  audit2ing standards.  Those standards require that we plan and
  perform the audit to obtain reasonable assurance about whether
  the combined statement of rental revenue and direct operating
  expenses is free of material misstatement.  An audit includes
  examining, on a test basis, evidence supporting the amounts and
  disclosures in the statement.  An audit also includes assessing
  the accounting principles used and significant estimates made by
  management, as well as evaluating the overall statement
  presentation.  We believe that our audit provides a reasonable
  basis for our opinion.
  
  The accompanying statement was prepared for the purpose of
  complying with the rules and regulations of the Securities and
  Exchange Commission for inclusion in Form 8-K of Parkway
  Properties, Inc., as described in Note 2, and is not intended to
  be a complete presentation of the Southeastern Office Portfolio
  revenue and expenses.
  
  In our opinion, the combined statement of rental revenue and
  direct operating expenses referred to above presents fairly, in
  all material respects, the rental revenue and direct operating
  expenses described in Note 2 of the Southeastern Office Portfolio
  for the year ended December 31, 1996, in conformity with
  generally accepted accounting principles.
  
  We have compiled the accompanying combined statement of rental
  revenue and direct operating expenses of the Southeastern Office
  Portfolio for the nine months ended September 30, 1997 in
  accordance with the Statement on Standards for Accounting and
  Review Services issued by the American Institute of Certified
  Public Accountants. A compilation is limited to presenting in the
  form of a financial statement information that is the
  representation of management.  We have not audited or reviewed
  the combined statement of rental revenue and direct operating
  expenses of the Southeastern Portfolio for the nine months ended
  September 30, 1997 and, accordingly, do not express an opinion or
  any other form of assurance on the statement.
  
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  February 14, 1998
  
  
  
                  The Southeastern Office Portfolio
  
                Combined Statement of Rental Revenue
                    and Direct Operating Expenses
  
  
  
                                 Year Ended       Nine Months Ended
                              December 31, 1996   September 30,1997
                             ------------------   ------------------
                                                      (unaudited)
  
  Rental revenue (Note 1):
   Minimum rents ...............$17,717,506        $13,969,950
   Reimbursed charges and
     other income...............  2,030,707          1,437,019
                                -----------        -----------
                                 19,748,213         15,406,969
  
  Direct operating expenses
                              (Note 2):
    Utilities...................  2,347,855          1,755,320
    Real estate taxes...........  1,995,497          1,564,505
    Maintenance services
      and supplies..............  1,746,849          1,220,625
    Janitorial services
      and supplies..............  1,145,433            912,760
    Management fees.............    494,481            391,786
    Insurance...................    155,184            122,245
    Security service............    335,613            242,321
    Administrative and
      miscellaneous expenses....    983,414            621,838
                                -----------        -----------
                                  9,204,326          6,831,400
                                -----------        -----------
  Excess of rental revenue over
    direct operating expenses...$10,543,887        $8,575,5693
                                ===========        ===========
  
  
                         See accompanying notes.
  
                                  
  
                  The Southeastern Office Portfolio
  
                  Notes to Combined Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1996
  
  
  1.  Organization and Significant Accounting Policies
  
      Description of Properties
  
      Parkway Properties, Inc. (the "Company") expects to acquire
  thirteen office properties (collectively the "Southeastern Office
  Portfolio") on or about February 25, 1998.  The Southeastern
  Office Portfolio includes the following office properties:
  
  
     Office Property               Location
                              
  One Commerce Green          Houston, TX
  One Sugar Creek             Houston, TX
  The Belvedere               Dallas, TX
  Atrium at Bent Tree         Dallas, TX
  Hillsboro Center I-IV       Ft. Lauderdale, FL
  Hillsboro Center V          Ft. Lauderdale, FL
  Glen Forest Building        Richmond, VA
  Moorefield II               Richmond, VA
  Moorefield III              Richmond, VA
  Lynnwood Plaza              Virginia Beach, VA
  Loudoun Plaza               Sterling, VA
  Executive Tower             Knoxville, TN
  Healthsource Building       Greenville, SC
  
  
      The office properties included in the Southeastern Office
  Portfolio have common ownership; accordingly, the accompanying
  financial statement has been prepared on a combined basis.
  Intercompany transactions have been eliminated in the
  combination.
  
  
  I.       Rental Revenue
  
      Minimum rents from leases are accounted for ratably over the
  term of each lease.  Tenant reimbursements are recognized as
  revenue as the applicable services are rendered or expenses
  incurred.
  
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997       $ 13,410,000
                          1998         12,021,000
                          1999         10,349,000
                          2000          7,942,000
                          2001          6,184,000
                       Thereafter      10,397,000
                                      -----------
                                     $ 60,303,000
                                      ===========
  
      The above amounts do not include tenant reimbursements for
  utilities, taxes, insurance and common area maintenance.
  
  2.  Basis of Accounting
  
      The accompanying combined statement of rental revenue and
  direct operating expenses is presented on the accrual basis.  The
  statement has been prepared in accordance with the applicable
  rules and regulations of the Securities and Exchange Commission
  for real estate properties acquired.  Accordingly, the statement
  excludes certain expenses not comparable to the proposed future
  operations of the Southeastern Office Portfolio such as
  depreciation and mortgage interest expense.  Management is not
  aware of any material factors relating to the Southeastern Office
  Portfolio that would cause the reported financial information not
  be necessarily indicative of future operating results.
  
  
                       PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet
  as of September 30, 1997 and pro forma consolidated statements of
  income of Parkway Properties, Inc. ("Parkway") for the year ended
  December 31, 1996 and nine months ended September 30, 1997 give
  effect to the recent purchases of Parkway for the periods stated
  and the proposed purchase of the Southeastern Office Portfolio.
  The pro forma consolidated financial statements have been
  prepared by management of Parkway based upon the historical
  financial statements of Parkway and the adjustments and
  assumptions in the accompanying notes to the pro forma
  consolidated financial statements.
  
       The pro forma consolidated balance sheet sets forth the
  effect of Parkway's purchases since September 30, 1997 (listed
  below), the proposed purchase of the Southeastern Office
  Portfolio and the placement of non-recourse mortgage debt on BB&T
  and First Tennessee Plaza as if they had been consummated on
  September 30, 1997.
  
       The pro forma consolidated statements of income sets forth
  the effects of Parkway's purchases of the following buildings and
  the proposed purchase of the Southeastern Office Portfolio as if
  they had been consummated on January 1, 1996.
  
       
       
                      PARKWAY PROPERTIES, INC.
  
       Pro Forma Consolidated Financial Statements (continued)
                            (Unaudited)
  
       
       BUILDING                            DATE OF PURCHASE
       
       Veritas Technology Center               01/21/98
       Greenbrier Towers                       11/25/97
       Raytheon Building                       11/17/97
       First Little Rock Plaza                 11/07/97
       Hightower Centre                        10/01/97
       Morgan Keegan Tower                     09/30/97
       First Tennessee Plaza                   09/18/97
       Fairway Plaza                           08/12/97
       NationsBank Tower                       07/31/97
       Lakewood II                             07/10/97
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
       Tensor                                  10/31/96
       BB&T Financial Center                   09/30/96
       Falls Pointe                            08/09/96
       Roswell North                           08/09/96
       Cherokee                                07/09/96
       Courthouse                              07/09/96
       400 Northbelt                           04/15/96
       Woodbranch                              04/15/96
       One Park 10 Plaza                       03/07/96
       
       In addition to the purchases listed above, the pro forma
  consolidated statements of income set forth the effect of the May
  31, 1996 sale of 157 mortgage loans, the placement of non-
  recourse
  mortgage debt on certain properties acquired during 1995 and 1996
  or assumed in the purchases, the December 24, 1996 sale of the
  Virginia Beach mortgage loan, the sale of 2,012,500 shares of
  common stock on January 22, 1997, the sale of 3,000,000 shares of
  common stock on September 24, 1997, and the sale of 450,000
  shares of common stock on October 6, 1997 as if all the
  transactions had occurred January 1, 1996.
  
       These pro forma consolidated financial statements may not be
  indicative of the results that actually would have occurred if
  the purchases, sales and/or financings had been in effect on the
  dates indicated or which may be obtained in the future.  The pro
  forma consolidated financial statements should be read in
  conjunction with the consolidated financial statements and notes
  of Parkway included in its annual report on Form 1O-KSB for the
  year ended December 31, 1996.
  
  
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                       September 30, 1997
                          (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets                                       (1-8)
   Real estate related investments:
     Office buildings.............$310,130   $224,094     $534,224
     Land held for development....   1,721          -        1,721
     Accumulated depreciation..... (12,073)         -      (12,073)
                                  --------   --------     --------
                                   299,778    224,094      523,872
     Real estate held for sale:
       Land.......................   4,687          -        4,687
       Operating properties.......   1,497          -        1,497
       Other non-core
       real estate assets.........      58          -           58
     Mortgage loans...............     307          -          307
     Real estate partnership......     322          -          322
                                  --------   --------     --------
                                   306,649    224,094      530,743
   Interest, rents receivable
     and other assets.............   7,365          -        7,365
   Cash and cash equivalents......     486       (486)           -
                                  --------   --------     --------
                                  $314,500   $223,608     $538,108
                                  ========   ========     ========
  Liabilities
  Notes payable to banks..........$  8,200        $171,287
  $179,487
  Mortgage notes payable
    without recourse..............  67,960     37,958      105,918
  Accounts payable and other
    liabilities...................  10,692          -       10,692
                                  --------   --------     --------
                                    86,852    209,245      296,097
                                  --------   --------     --------
  Stockholders' Equity
  Common stock, $.001 par value,
    70,000,000 shares authorized,
    9,307,988 shares issued in
    1997..........................       9          -            9
  Additional paid-in capital...... 199,018     14,363(10)  213,381
  Retained earnings...............  28,621          -       28,621
                                  --------   --------     --------
                                   227,648     14,363      242,011
                                  --------   --------     --------
                                  $314,500   $223,608     $538,108
                                  ========   ========     ========
                       See accompanying notes
                     
               
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 1996
                              (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                Historical Adjustments(9)  ProForma
                                ---------- -------------- ---------
                              (In thousands, except per share data)
  Revenues
  Income from office properties...$18,840    $65,282 (a)  $84,122
  Income from other real estate
    properties....................  1,773          -        1,773
  Interest on mortgage loans......  1,740     (1,384)(d)      356
  Management company income.......    784          -          784
  Interest on investments.........    500          -          500
  Dividend income.................    118          -          118
  Deferred gains and other income.    324          -          324
  Gains on real estate held
    for sale and mortgage loans...  9,909          -        9,909
  Gain on securities..............    549          -          549
                                  -------    -------      -------
                                   34,537     63,898       98,435
                                  -------    -------      -------
  Expenses
  Office properties
    Operating expense.............  8,466     30,612 (a)   39,078
    Interest expense..............  3,526      4,975 (c)    8,501
    Depreciation and amortization.  2,444      9,933 (a)   12,377
    Minority interest.............    (28)         -          (28)
  Other real estate properties
    Operating expense.............  1,379          -        1,379
  Interest expense
    Notes payable to banks........    281     12,900 (e)   13,181
  Notes payable on wrap
      mortgages...................    340       (340)(f)        -
  Management company expense......    673          -          673
  General and administrative......  2,982          -        2,982
                                  -------    -------      -------
                                   20,063     58,080       78,143
                                  -------    -------      -------
  Income before income taxes...... 14,474      5,818       20,292
  Income tax expense..............    103          -          103
                                  -------    -------      -------
  Net income......................$14,371    $ 5,818      $20,189
                                  =======    =======      =======
  Basic Net income per share......$  3.92                 $2.21(10)
                                  =======                 =======
  Basic Weighted average shares
    outstanding...................  3,662                   9,124
                                  =======                 =======
  
                        See accompanying notes.
  
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                               (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(9) Pro Forma
                                ---------- -------------- ---------
                               (In thousands, except per share
  data)
  Revenues
  Income from office properties...$29,939    $36,376 (b)   $66,315
  Income from other real estate
    properties....................    564          -           564
  Interest on mortgage loans......     47          -            47
  Management company income.......    398          -           398
  Interest on investments.........    363          -           363
  Dividend income.................    323          -           323
  Deferred gains and other income.    100          -           100
                                  -------    -------       -------
                                   31,734     36,376        68,110
                                  -------    -------       -------
  Expenses
  Office properties
    Operating expense............. 12,678     16,206 (b)    28,884
    Interest expense:
      Contractual.................  3,856      2,407 (c)     6,263
      Amortization of loan cost...     68          -            68
    Depreciation and amortization.  3,795      5,630 (b)     9,425
    Minority interest.............     59          -            59
  Other real estate properties
    Operating expense.............    361          -           361
  Interest expense on bank notes:
    Contractual...................    657      9,675 (e)    10,332
    Amortization of loan costs....    126          -           126
    Interest expense on wrap
      mortgages...................      -          -             -
  Management company expense......    260          -           260
  General and administrative......  2,540          -         2,540
                                  -------    -------       -------
                                   24,400     33,918        58,318
                                  -------    -------       -------
  Income before gains.............  7,334      2,458         9,792
                                  -------    -------       -------
  Gain on sales
  Gain on real estate held for
    Sale and mortgage loans.......  1,091          -         1,091
                                  -------    -------       -------
  Net income......................$ 8,425    $ 2,458       $10,883
                                  =======    =======       =======
  Basic Net income per share......$  1.36                  $  1.14(9)
                                  =======                  =======
  Basic Weighted average shares
    outstanding...................  6,182                    9,566
                                  =======                  =======
                        See accompanying notes.
  
  
                      PARKWAY PROPERTIES, INC.
  
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1.   On October 1, 1997, the Company purchased Hightower Centre
       in Atlanta, Georgia for $6,700,000 from an unrelated party.
       Hightower Centre consists of two multi-story buildings containing
       78,199 rentable square feet with 332 parking spaces.
  
  2.   On November 7, 1997, the Company purchased First Little Rock
       Plaza in Little Rock, Arkansas for $10,200,000.  First Little
       Rock is a five-story building containing approximately 117,000
       square feet.
  
  3.   On November 12, 1997, the Company received funds totaling
       $15,000,000 from the placement of non-recourse mortgage debt on
       the BB&T office building in Winston-Salem, North Carolina. The
       loan fully amortizes over a 15-year period at an interest rate of
       7.3%.
  
  4.   On November 17, 1997, the Company purchased the Raytheon
       Building in Houston, Texas for $15,980,000, which included the
       assumption of an existing $7,958,000 first mortgage, from an
       unrelated party.  Raytheon is an eight-story building constructed
       in 1983 containing approximately 148,000 net rentable square feet
       with 736 parking spaces with 494 spaces located within a six-
       story parking garage.
  
  5.   On November 25, 1997, the Company purchased Greenbrier
       Towers in Chesapeake, Virginia for $16,000,000.  Greenbrier
       Towers consist of two six-story buildings containing
       approximately 173,000 square feet and encompassing approximately
       11.4 acres of Greenbrier Business Park.
  
  6.   On December 15, 1997, the Company received funds totaling
       $15,000,000 from the placement of non-recourse mortgage debt on
       First Tennessee Plaza in Knoxville, Tennessee.  The loan fully
       amortizes over a 15-year period at an interest rate of 7.17%.
  
  7.   On January 21, 1998, the Company purchased the Veritas
       Technology Center (Veritas) in Houston, Texas for $12,200,000.
       Veritas is a five-story office building comprising approximately
       155,000 square feet located in the Energy Corridor submarket of
       West Houston.
  
  8.   On February 17, 1998, the Company announced the proposed
       purchase of the 13 building Southeastern Office Portfolio
       for $163,014,000.  The portfolio consist of approximately
       1,470,000 square feet in five states and is expected to close
       on or about February 25, 1998.
  
  9.   The pro forma adjustments to the Consolidated Statement of
       Income for the year ended December 31, 1996 and nine months
       ended September 30, 1997 set forth the effects of Parkway's
       purchase of the following buildings as well as the proposed
       purchase of the Southeastern Office Portfolio as if they had
       been consummated on January 1, 1996.
  
            BUILDING                            DATE OF PURCHASE
       
            Veritas Technology Center               01/21/98
            Greenbrier Towers                       11/25/97
            Raytheon Building                       11/17/97
            First Little Rock Plaza                 11/07/97
            Hightower Centre                        10/01/97
            Morgan Keegan Tower                     09/30/97
            First Tennessee Plaza                   09/18/97
            Fairway Plaza                           08/12/97
            NationsBank Tower                       07/31/97
            Lakewood II                             07/10/97
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
            Tensor                                  10/31/96
            BB&T Financial Center                   09/30/96
            Falls Pointe                            08/09/96
            Roswell North                           08/09/96
            Cherokee                                07/09/96
            Courthouse                              07/09/96
            400 Northbelt                           04/15/96
            Woodbranch                              04/15/96
            One Park 10 Plaza                       03/07/96
       
       In addition to the purchases listed above, the adjustments
       on the pro forma consolidated statements of income set forth
       the effect of the May 31, 1996 sale of 157 mortgage loans,
       the December 24, 1996 sale of the Virginia Beach mortgage
       loan and the placement of non-recourse mortgage debt on
       certain properties acquired from 1995 to 1997 or assumed in
       the purchases as if the transactions occurred January 1,
       1996. These pro forma adjustments are detailed below by
       property for the year ended December 31, 1996 and nine
       months ended September 30, 1997.
  
       The effect on income and expenses from real estate
       properties due to the above purchases are as follows:
  
       (a)  For the year ended December 31, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate     Operating     Depreciation
                         Properties       Expense         Expense
                         -----------   -------------   ------------
       One Park 10      $    299,000   $     160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000         551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000         480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000         439,000        191,000
       BB&T Financial
         Center            3,072,000       1,055,000        413,000
       Tensor                810,000         530,000         64,000
       Forum II & III      2,749,000       1,331,000        370,000
       Charlotte Park      2,616,000       1,180,000        333,000
       Ashford II            649,000         441,000         50,000
       Courtyard at
         Arapaho           2,196,000         948,000        340,000
       Meridian              843,000         503,000        236,000
       Vestavia              878,000         394,000        105,000
       Sugar Grove         1,082,000         643,000        174,000
       Lakewood II         1,915,000         839,000        259,000
       NationsBank Tower   4,094,000       1,782,000        464,000
       Fairway Plaza       1,408,000         682,000        151,000
       First Tennessee
         Plaza             5,958,000       3,083,000        675,000
       Morgan Keegan
         Tower             4,633,000       2,093,000        823,000
       Hightower Centre      981,000         430,000        151,000
       Raytheon Building   2,763,000       1,276,000        360,000
       First Little Rock   1,619,000         663,000        230,000
       Greenbrier Towers   1,574,000         884,000        360,000
       Veritas             2,281,000       1,021,000        275,000
       Southeastern Office
         Portfolio        19,748,000       9,204,000      3,668,000
                         -----------     -----------     ----------
                         $65,282,000     $30,612,000     $9,933,000
                         ===========     ===========     ==========
  
       Depreciation is provided by the straight-line method over
       the estimated useful lives of the buildings (40 years).
  
       (b)  For the nine months ended September 30, 1997:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       Charlotte Park    $   505,000    $   208,000    $    69,000
       Ashford II             54,000         37,000          4,000
       Courtyard at
         Arapaho             366,000        164,000         58,000
       Meridian              354,000        123,000         59,000
       Vestavia              240,000         91,000         26,000
       Sugar Grove           309,000        165,000         43,000
       Lakewood II           977,000        447,000        129,000
       NationsBank Tower   2,392,000      1,003,000        271,000
       Fairway Plaza         859,000        379,000         94,000
       First Tennessee
         Plaza             4,253,000      2,080,000        477,000
       Morgan Keegan
         Tower             3,327,000      1,665,000        618,000
       Hightower Centre      833,000        333,000        113,000
       Raytheon Building   2,072,000        919,000        270,000
       First Little Rock   1,168,000        465,000        172,000
       Greenbrier Towers   1,565,000        683,000        270,000
       Veritas             1,695,000        613,000        206,000
       Southeastern Office
          Portfolio       15,407,000      6,831,000      2,751,000
                         -----------    -----------    -----------
                         $36,376,000    $16,206,000    $ 5,630,000
                         ===========    ===========    ===========
  
       Depreciation is provided by the straight-line method over
       the estimated useful lives of the buildings (40 years).
  
       (c)  Pro forma interest expense on real estate owned reflects the
            non-recourse debt placed on certain buildings acquired
            from 1995 to 1997 and debt assumed upon purchase at the
            actual amounts and rates by property as if placed
            January 1, 1996 and is detailed below.
       
                                                          Nine
            Property/Placement             Year Ended Months Ended
                Date/Rate          Debt     12/31/96    9/30/97
            ------------------ ----------- ---------- ------------
            IBM Building
              2/96 7.78%       $ 4,800,000 $   41,000  $    -
       
            Waterstone
              6/96 8.00%         5,620,000    185,000       -
       
            One Park 10
              7/96 8.35%         4,700,000    196,000       -
       
            400 North Belt &
              Woodbranch
              7/96 8.25%        10,000,000    412,000       -
       
            Falls Pointe &
              Roswell North
              12/96 8.375%       9,850,000    766,000       -
       
            Lakewood II*
              7/97 8.08%         6,910,000    558,000     294,000
       
            BB&T
              11/97 7.3%        15,000,000  1,095,000     821,000
       
            Raytheon Building*
              11/97 8.125%       7,958,000    647,000     485,000
       
            First Tennessee
              Plaza
              12/97 7.17%       15,000,000  1,075,000     807,000
                                           ----------  ----------
                                           $4,975,000  $2,407,000
                                           ==========  ==========
       
            *Assumed in purchase.
       
       (d)  The January 1, 1996 pro forma effect of the sale of 157
            mortgage loans on May 31, 1996 and the December 24,
            1996 sale of the Virginia Beach mortgage loan is as
            follows:
       
                                             Year Ended
                                              12/31/96
                                            ------------
            Interest Income:
                 Mortgage loans             $(1,384,000)
       
       (e)  The pro forma effect of the building purchases, the
       proposed purchases, the placement of non-recourse debt
       and the sale of stock on interest expense on notes
       payable to banks was $12,900,000 for the year ended
       December 31, 1996 and $9,675,000 for the nine months
       ended September 30, 1997.
       
       (f)  The pro forma effect of the sale of the Virginia Beach
       mortgage loan on interest expense on notes payable on
       wrap mortgages for the year ended December 31, 1996 is
       a decrease of $340,000
       
  10.  The pro forma earnings per share for the year ended December
       31, 1996 and the nine months ended September 30, 1997
       reflect the sale of 2,012,500 shares of common stock under
       its existing shelf registration on January 22, 1997, the
       sale of 3,000,000 shares of common stock on September 24,
       1997 and the sale of 450,000 shares of common stock on
       October 6, 1997.
  
  11.  No additional income tax expenses were provided because of
       the Company's net operating loss carryover and status as a
       REIT.
  
  12.  All per share information for the year ended December 31,
       1996 has been restated to reflect a 3 for 2 common stock
       split effected as a dividend of one share for every two
       shares outstanding on April 30, 1996 as well as the June 14,
       1996 private placement of 1,140,000 shares as if both
       transactions had occurred January 1, 1996.
  
  13.  Diluted net income per share for the year ended December 31,
       1996 and nine months ended September 30, 1997 were $3.81 and
       $1.34, respectively, based on diluted weighted average
       shares outstanding of 3,776,000 and 6,309,000, respectively.
  
       Pro Forma diluted net income per share for the year ended
       December 31, 1996 and the nine months ended September 30,
       1997 were $2.19 and $1.12, respectively, based on pro forma
       diluted weighted average shares oustanding of 9,238,000 and
       9,693,000, respectively.
  
  
                              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:  February 18, 1998           PARKWAY PROPERTIES, INC.
  
  
  
  
                                      BY: /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary
  
  
  
  
  
  
                           SALE AGREEMENT
  
                               BETWEEN
  
                      BROOKDALE INVESTORS, L.P.
  
                   a Delaware limited partnership
  
                             AS SELLER,
  
                                 AND
  
                        PARKWAY PROPERTIES LP
  
                   a Delaware limited partnership
  
                            AS PURCHASER
  
  
                      As of January ____, 1998
  
  
  
  
  
                          TABLE OF CONTENTS
                                                       Page #
  ARTICLE IPURCHASE AND SALE                             1
       Section 1.1    Agreement of Purchase and Sale.    1
       Section 1.2    Property Defined                   2
       Section 1.3    Purchase Price                     2
       Section 1.4    Payment of Purchase Price          2
       Section 1.5    Deposit                            3
       Section 1.6    Indepenent Consideration           3
       Section 1.7    Escrow Agent                       3
  
  ARTICLE IITITLE AND SURVEY                             4
       Section 2.1    Title Inspection Period            4
       Section 2.2    Title Examination                  4
       Section 2.3    Permitted Exceptions               4
       Section 2.4    Conveyance of Title                5
  
  ARTICLE IIIREVIEW OF PROPERTY                          5
       Section 3.1    Right of Inspection.               5
       Section 3.2    Environmental Reports              6
       Section 3.3    Right of Termination               6
       Section 3.4    Review of Tenant Estoppels         7
  
  
  ARTICLE IVCLOSING   7
       Section 4.1    Time and Place                     7
       Section 4.2    Seller's Obligations at Closing    8
       Section 4.3    Purchaser's Obligations at Closing 10
       Section 4.4    Credits and Prorations             10
       Section 4.5    Transaction Taxes and Closing
                      Costs                              13
       Section 4.6    Conditions Precedent to Obligation
                      of Purchaser                       14
       Section 4.7    Conditions Precedent to Obligation
                      of Seller                          15
  
  
  ARTICLE VREPRESENTATIONS, WARRANTIES AND COVENANTS     15
       Section 5.1    Representations and Warranties
                      of Seller                          15
       Section 5.2    Knowledge Defined                  17
       Section 5.3    Survival of Seller's
                      Representations and Warranties     17
       Section 5.4    Payment of Claims                  17
       Section 5.5    Covenants  of  Seller              18
       Section 5.6    Additional Audits                  19
  
       Section 5.7    Representations and Warranties
                      of Purchaser                       19
       Section 5.8    Survival of Purchaser's
                      Representations and Warranties     20
  
  ARTICLE VIDEFAULT   20
       Section 6.1    Default by Purchaser               20
       Section 6.2    Default by Seller                  20
       Section 6.3    Recoverable Damages                21
  
  ARTICLE VIIRISK OF LOSS                                21
       Section 7.1    Minor Damage                       21
       Section 7.2    Major Damage                       21
       Section 7.3    Definition of "Major"
                      Loss or Damage                     21
  
  ARTICLE VIIICOMMISSIONS                                22
       Section 8.1    Brokerage Commissions              22
  
  ARTICLE IXDISCLAIMERS AND WAIVERS                      22
       Section 9.1    No Reliance on Documents           22
       Section 9.2    AS-IS SALE; DISCLAIMERS            23
       Section 9.3    Survival of Disclaimers.           24
  
  ARTICLE XMISCELLANEOUS                                 24
       Section 10.1   Confidentiality                    24
       Section 10.2   Public Disclosure                  24
       Section 10.3   Assignment                         25
       Section 10.4   Notices                            25
       Section 10.5   Modifications                      26
       Section 10.6   Entire Agreement                   26
       Section 10.7   Further Assurances                 26
       Section 10.8   Counterparts                       26
       Section 10.9   Facsimile Signatures.              26
       Section 10.10  Severability                       27
       Section 10.11  Applicable Law.                    27
       Section 10.12  No Third-Party Beneficiary         27
       Section 10.13  Captions                           27
       Section 10.14  Construction                       27
       Section 10.15  Recordation                        27
       Section 10.16  Attorneys' Fees                    27
       Section 10.17  Computation of Time Periods        27
  
  
  A    DESCRIPTION OF LAND
  B    LIST OF PERSONAL PROPERTY
  C    LIST OF OPERATING AGREEMENTS
       D    ALLOCATION OF PURCHASE PRICE
  E    LIST OF ENVIRONMENTAL REPORTS
  F    TENANT ESTOPPEL FORM
  G    FORM OF DEED
  H    FORM OF BILL OF SALE
  I    FORM OF ASSIGNMENT OF LEASES
  J    FORM OF ASSIGNMENT OF CONTRACTS
  K    FORM OF TENANT NOTICE
  L    FORM OF FIRPTA CERTIFICATE
  M    LIST OF SPECIFIED LITIGATION
  N    LIST OF VIOLATION NOTICES
  O    SCHEDULE OF LEASES
  P    LEASING AGREEMENTS AND COMMISSION AGREEMENTS
  P-1  TENANT INDUCEMENT COSTS AND COMMISSIONS ATTRIBUTED TO SELLER
  Q    TENANT DEFAULTS
  R    PROMISSORY NOTE
  
  
  
  
  
  
                            SALE AGREEMENT
  
             THIS  SALE AGREEMENT (this "Agreement") is made as  of
  _____________  199_  the  "Effective  Date"),  by   and   between
  BROOKDALE   INVESTORS,  L.P.,  a  Delaware  limited   partnership
  ("Seller"  ),  and  PARKWAY PROPERTIES  LP,  a  Delaware  limited
  partnership ("Purchaser").
  
  
                        W I T N E S S E T H:
  
                            I.   ARTICLE
  
                          PURCHASE AND SALE
  
  A.         Section   Agreement of Purchase and Sale.  Subject  to
  the terms and conditions hereinafter set forth, Seller agrees  to
  sell  and  convey to Purchaser, and Purchaser agrees to  purchase
  from Seller, the following:
  
  1.              those certain parcels of land situated in Henrico
  County, Virginia, Knox County, Tennessee, Ft. Bend County, Texas,
  City  of Virginia Beach , Virginia, Harris County, Texas,  Dallas
  County, Texas, Loudoun County, Virginia, Greenville County, South
  Carolina,  Broward  County,  Florida,  and  Chesterfield  County,
  Virginia, more particularly described in Exhibits A-1 through  A-
  12,  attached  hereto and made a part hereof, together  with  all
  rights  and appurtenances pertaining to such property,  including
  any  right,  title  and interest of Seller  in  and  to  adjacent
  streets,    alleys,   easements   or   rights-of-way    including
  particularly,  that certain tract adjacent to the Commerce  Green
  Improvements  consisting  of  approximately  4.985   acres   (the
  "Commerce Green Unimproved Land") and that certain tract adjacent
  to the Hillsborough Improvements consisting of approximately 2.78
  acres  (the "Hillsborough Unimproved Land") (the "Commerce  Green
  Unimproved Land" and "Hillsborough Unimproved Land" being  herein
  collectively referred to as the "Unimproved Land") (the  property
  described in clause (a) of this Section 1.1 being herein referred
  to collectively as the "Land")
  
  1.               the  buildings,  structures,  fixtures,  support
  systems,  surface parking lots, parking streets and  garages  and
  other  improvements affixed to or located on the Land,  excluding
  fixtures  owned by tenants (the property described in clause  (b)
  of  this Section 1.1 being herein referred to collectively as the
  "Improvements");
  
  1.              any and all of Seller's right, title and interest
  in and to all tangible personal property located upon the Land or
  within  the Improvements, including, without limitation, any  and
  all   appliances,   furniture,  art  work,  planters,   canopies,
  carpeting,   draperies   and  curtains,   tools   and   supplies,
  inventories, equipment and other items of personal property owned
  by  Seller (excluding cash and any software), located on and used
  exclusively in connection with the operation of the Land and  the
  Improvements, which personal property includes without limitation
  the personal property listed on Exhibit B-1 through B-12 attached
  hereto (the property described in clause (c) of this section  1.1
  being   herein   referred  to  collectively  as   the   "Personal
  Property");
  
  1.              any and all of Seller's right, title and interest
  in  and to the leases, licenses and occupancy agreements covering
  all  or  any portion of the Land and Improvements, to the  extent
  they  are in effect on the date of the Closing (as such  term  is
  defined in Section 4.1 hereof) (the property described in  clause
  (d) of this Section 1.1 being herein referred to collectively  as
  the  "Leases"),  together  with all  rents  and  other  sums  due
  thereunder  (collectively, the "Rents") and any and all  security
  deposits  relating  to  the leases (collectively,  the  "Security
  Deposits"); and
  
  1.              any and all of Seller's right, title and interest
  in   and   to   (i)  all  assignable  contracts  and   agreements
  (collectively, the "Operating Agreements") listed  and  described
  on  Exhibit  C-1  through C-12 attached hereto and  made  a  part
  hereof,  relating to the upkeep, repair, maintenance or operation
  of  the  Land,  Improvements or Personal Property, and  (ii)  all
  assignable   existing  warranties  and  guaranties  (express   or
  implied) issued to Seller in connection with the Improvements  or
  the Personal Property, and (iii) all assignable existing permits,
  licenses, approvals and authorizations issued by any governmental
  authority  in  connection with the Property  and  (iv)  the  non-
  exclusive right to the identifying name, if any, of each  of  the
  Improvements  (the  property described  in  clause  (e)  of  this
  Section  1.1  being sometimes herein referred to collectively  as
  the "Intangibles")
  
  A.          Section    Property  Defined.   The  Land   and   the
  Improvements  are hereinafter sometimes referred to  collectively
  as  the "Real Property." The Land, the Improvements, the Personal
  Property,   the  Leases  and  the  Intangibles  are   hereinafter
  sometimes  referred  to  collectively  as  the  "Property."   Any
  particular  portion of the Property comprising a separate  office
  project  is referred to generically as a "Project" and  any  such
  Project's  component may sometimes be referred to herein  by  its
  identifying description on each of Exhibit A-1 through A-12,  B-1
  through  B-12 or C-1 through C-12, e.g. the "Sugar Creek Project"
  or the "Belvedere Leases".
  
  A.         Section   Purchase Price.  Seller agrees to  sell  and
  Purchaser agrees to purchase the Property for the amount  of  ONE
  HUNDRED   SIXTY  FIVE  MILLION  DOLLARS  ($165,000,000.00)   (the
  "Purchase  Price").   The Purchase Price  is  allocated  to  each
  Project  comprising  the  Property in the  manner  set  forth  on
  Exhibit D attached hereto and made a part hereof.
  
  A.         Section    Payment  of Purchase Price.   The  Purchase
  Price, as increased or decreased by prorations and adjustments as
  herein  provided, shall be payable in full at Closing as follows:
  (i)  $163,300,000  shall be payable in cash by wire  transfer  of
  immediately  available  funds to a  bank  account  designated  by
  Seller in writing to Purchaser prior to the Closing with value to
  be  received  in  such account no later than 2:00  p.m.  Atlanta,
  Georgia  time  and (ii) $1,700,000 (allocable to  the  Unimproved
  Land) shall be payable by the execution and delivery by Purchaser
  to  Seller  of a promissory note (the "Promissory Note")  in  the
  form attached hereto as Exhibit R.
  
  A.         Section   Deposit.  On the next business day after the
  execution and delivery of this Agreement, Purchaser shall deposit
  with Chicago Title Insurance Co. (the "Escrow Agent"), having its
  office at Attention: ____________________________ the sum of  One
  Hundred  Thousand  Dollars ($100,000) (the  "Deposit"),  in  good
  funds,  by  federal  wire transfer.  In addition,  on  or  before
  February  8, 1998, unless Purchaser shall have earlier terminated
  this  Agreement  pursuant to Section 3.3 hereof, Purchaser  shall
  deposit  with  Escrow Agent the further sum of Two  Million  Four
  Hundred  Thousand Dollars ($2,400,000) by federal wire  transfer,
  which  shall  be treated as part of the Deposit for all  purposes
  hereunder.   The  Escrow  Agent shall  hold  the  Deposit  in  an
  interest-bearing  account  reasonably acceptable  to  Seller  and
  Purchaser,  in accordance with the terms and conditions  of  this
  Agreement.   All interest on such sum shall be deemed  income  of
  Purchaser  until disbursement, and Purchaser shall be responsible
  for  the  payment of all costs and fees imposed  on  the  Deposit
  account.  The Deposit shall be distributed in accordance with the
  terms  of this Agreement and any and all interest accrued against
  the  Deposit shall be disbursed to the payee of the Deposit.  The
  failure of Purchaser to timely deliver either installment of  the
  Deposit  hereunder shall be a material default, and shall entitle
  Seller,  at  Seller's  sole option, to terminate  this  Agreement
  immediately.
  
  A.          Section    Independent  Consideration.   Seller   and
  Purchaser  acknowledge  and  agree  that  One  Thousand   Dollars
  ($1,000) of the Deposit shall be paid to Seller if this Agreement
  is   terminated   for  any  reason  (the  "Independent   Contract
  Consideration"), in addition to any other rights Seller may  have
  hereunder.  Moreover, Seller and Purchaser acknowledge and  agree
  that  the  Independent Contract Consideration has been  bargained
  for  and  agreed  to  as  additional consideration  for  Seller's
  execution  and  delivery  of  this Agreement.   At  Closing,  the
  Independent  Contract  Consideration  shall  be  applied  to  the
  Purchase Price.
  
  A.        Section   Escrow Agent.
  
             Escrow Agent shall hold and dispose of the Deposit  in
  accordance  with  the  terms  of  this  Agreement.   Seller   and
  Purchaser agree that the duties of the Escrow Agent hereunder are
  purely  ministerial in nature and shall be expressly  limited  to
  the safekeeping and disposition of the Deposit in accordance with
  this  Agreement.   Escrow  Agent  shall  incur  no  liability  in
  connection with the safekeeping or disposition of the Deposit for
  any  reason other than Escrow Agent's willful misconduct or gross
  negligence.  In the event that Escrow Agent shall be in doubt  as
  to  its duties or obligations with regard to the Deposit,  or  in
  the  event  that  Escrow Agent receives conflicting  instructions
  from  Purchaser  and Seller with respect to the  Deposit,  Escrow
  Agent  shall not be required to disburse the Deposit and may,  at
  its  option,  continue to hold the Deposit, until both  Purchaser
  and Seller agree as to its disposition, or until a final judgment
  is  entered  by  a court of competent jurisdiction directing  its
  disposition,  or  Escrow  Agent may  interplead  the  Deposit  in
  accordance with the laws of the State of Georgia.
  
             Escrow Agent shall not be responsible for any interest
  on  the Deposit except as is actually earned, or for the loss  of
  any  interest resulting from the withdrawal of the Deposit  prior
  to the date interest is posted thereon.
  
             Escrow  Agent shall execute this Agreement solely  for
  the  purpose of being bound by the provisions of Sections 1.5 and
  1.6 hereof.
  
  
                            I.   ARTICLE
  
                          TITLE AND SURVEY
  
  A.          Section     Title  Inspection  Period.   During   the
  Inspection Period, Purchaser shall have the right to review (a) a
  current  preliminary  title report or title insurance  commitment
  (the  "Title  Commitment") on the Real Property,  accompanied  by
  copies of all documents referred to in the report, which has been
  furnished  to  Purchaser by Seller at or prior to  the  Effective
  Date;  and  (b)  the  most recent survey  of  the  Real  Property
  prepared  by  a  licensed surveyor or engineer hired  by  Seller.
  Purchaser may elect to update or obtain a substitute or different
  title  insurance  commitment for the  Title  Commitment  (or  any
  portion thereof) and/or update or obtain a substitute survey  for
  the surveys furnished by Seller (or any portion thereof).
  
  A.         Section   Title Examination.   Purchaser shall  notify
  Seller in writing (the "Title Notice") prior to the expiration of
  the Inspection Period which exceptions to title (including survey
  matters),  if  any,  will  not  be  accepted  by  Purchaser.   If
  Purchaser fails to notify Seller in writing of its disapproval of
  any  exceptions  to  title by the expiration  of  the  Inspection
  Period,  Purchaser  shall be deemed to have  approved  all  title
  matters, other than undisputed monetary liens, mortgages or deeds
  of  trust.  Seller agrees to pay in full all amounts owing  under
  any  mortgage,  deed of trust or other undisputed  monetary  lien
  identified  in the Title Commitment at Closing from the  proceeds
  of  sale  of  the Property, but Seller shall not be obligated  to
  cure or remove any other exceptions to title.
  B.        Section   Permitted Exceptions.  Subject to Purchaser's
  right  to  accept or reject title to the Property under  Sections
  2.1  and 2.2 above, the Property shall be conveyed subject to the
  following  matters,  which are hereinafter  referred  to  as  the
  "Permitted Exceptions":
  
  1.              those  matters identified in the Title Commitment
  furnished  to Purchaser by Seller pursuant to Section 2.1  hereof
  (other  than standard permitted exceptions shown in each Schedule
  B  thereto);  provided, however, Seller will pay in  full  at  or
  prior  to Closing all indebtedness secured by any mortgage,  deed
  of  trust or other similar security instrument identified in such
  title report or title insurance commitment;
  
  1.              those matters that either are not objected to  in
  writing  within the time periods provided in Section 2.2  hereof,
  or if objected to in writing by Purchaser, are those which Seller
  has  elected not to remove or cure, or has been unable to  remove
  or  cure, and subject to which Purchaser has elected or is deemed
  to have elected to accept the conveyance of the Property;
  
  1.             the rights of tenants under the Leases;
  
  1.              the lien of all ad valorem real estate taxes  and
  assessments  not yet due and payable as of the date  of  Closing,
  subject to adjustment as herein provided;
  
  1.              local,  state  and  federal laws,  ordinances  or
  governmental regulations, including but not limited to,  building
  and zoning laws, ordinances and regulations, now or hereafter  in
  effect relating to the Property; and
  
  1.              items shown on the surveys and not objected to by
  Purchaser  or waived or deemed waived by Purchaser in  accordance
  with Section 2.2 hereof.
  
  A.         Section    Conveyance of Title.   At  Closing,  Seller
  shall  convey and transfer to Purchaser fee simple title  to  the
  Land and Improvements, by execution and delivery of the Deeds (as
  defined in Section 4.2(a) hereof) .  Evidence of delivery of such
  title  shall be the issuance by Chicago Title Insurance Co.  (the
  "Title  Company"), of an Owner's Policy of Title  Insurance  (the
  "Title Policy") covering the Real Property, in the full amount of
  the Purchase Price, subject only to the Permitted Exceptions.
  
  
                            I.   ARTICLE
  
                         REVIEW OF PROPERTY
  
  A.         Section    Right  of Inspection.   During  the  period
  beginning upon the Effective Date and ending at 3:00 pm. Jackson,
  Mississippi time on February 16, 1998 (hereinafter referred to as
  the  "Inspection Period"), Purchaser shall have the right to make
  a   physical  inspection  of  the  Real  Property,  including  an
  inspection of the environmental condition thereof pursuant to the
  terms  and conditions of this Agreement, and to examine  at  each
  Project or at Seller's headquarters in Atlanta, Georgia documents
  and  files  concerning  the leasing, maintenance,  operation  and
  financial   performance  of  the  Property,   including   without
  limitation, copies of Seller's environmental reports with respect
  to  each  Project, but excluding Seller's partnership and company
  records,  internal  memoranda,  financial  projections,  budgets,
  appraisals,  accounting  and  income  tax  records  and   similar
  proprietary,     confidential    or    privileged     information
  (collectively,  the "Confidential Documents")  and  to  interview
  tenants of each Project and to conduct such non-invasive physical
  engineering  and other studies and tests on or  of  each  of  the
  Projects as Purchaser deems appropriate in its sole discretion.
  
             Purchaser  understands  and agrees  that  any  on-site
  inspections  of  the Property shall occur during normal  business
  hours  after reasonable prior notice to Seller (which notice  may
  be  telephonic)  and shall be conducted so as  not  to  interfere
  unreasonably  with  the  use of the Property  by  Seller  or  its
  tenants  or with the management of each Project by its respective
  property   manager.  Seller  reserves  the  right   to   have   a
  representative  present  during any such inspections  and  tenant
  interviews.  If Purchaser desires to do any invasive  testing  at
  the  Property, Purchaser shall do so only after notifying  Seller
  and  obtaining  Seller's  prior written  consent  thereto,  which
  consent  may  be  subject to any reasonable terms and  conditions
  imposed  by  Seller,  including  without  limitation  the  prompt
  restoration  of the Property to its condition prior to  any  such
  inspections  or tests, at Purchaser's sole cost and  expense.  At
  Seller's option, Purchaser will furnish to Seller copies  of  any
  reports received by Purchaser relating to any inspections of  the
  Property.   Purchaser  agrees to protect, indemnify,  defend  and
  hold  Seller harmless from and against any claim for liabilities,
  losses,  costs, expenses (including reasonable attorneys'  fees),
  damages  or  injuries  arising  out  of  or  resulting  from  the
  inspection  of  the  Property  by  Purchaser  or  its  agents  or
  consultants, and notwithstanding anything to the contrary in this
  Agreement, such obligation to indemnify and hold harmless  Seller
  shall survive Closing or any termination of this Agreement.
  
  A.           Section      Environmental    Reports.     PURCHASER
  ACKNOWLEDGES  THAT  (1)  PURCHASER HAS  RECEIVED  COPIES  OF  THE
  ENVIRONMENTAL REPORTS LISTED ON EXHIBIT E ATTACHED HERETO, (2) IF
  SELLER   DELIVERS   ANY  ADDITIONAL  ENVIRONMENTAL   REPORTS   TO
  PURCHASER,  PURCHASER WILL ACKNOWLEDGE IN  WRITING  THAT  IT  HAS
  RECEIVED SUCH REPORTS PROMPTLY UPON RECEIPT THEREOF, AND (3)  ANY
  ENVIRONMENTAL REPORTS DELIVERED OR TO BE DELIVERED BY  SELLER  OR
  ITS  AGENTS OR CONSULTANTS TO PURCHASER ARE BEING MADE  AVAILABLE
  SOLELY  AS  AN ACCOMMODATION TO PURCHASER AND MAY NOT  BE  RELIED
  UPON  BY  PURCHASER  IN  CONNECTION  WITH  THE  PURCHASE  OF  THE
  PROPERTY.   PURCHASER AGREES THAT SELLER SHALL HAVE NO  LIABILITY
  OR  OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR OMISSION  FROM
  ANY  ENVIRONMENTAL  REPORT.  PURCHASER  HAS  CONDUCTED,  OR  WILL
  CONDUCT PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD, ITS OWN
  INVESTIGATION OF THE ENVIRONMENTAL CONDITION OF THE  PROPERTY  TO
  THE  EXTENT PURCHASER DEEMS SUCH AN INVESTIGATION TO BE NECESSARY
  OR APPROPRIATE.
  
  A.         Section    Right of Termination.  If  for  any  reason
  whatsoever Purchaser determines that the Property, any Project or
  any  aspect  thereof, is unsuitable for Purchaser's  acquisition,
  Purchaser  shall  have the right to terminate this  Agreement  by
  giving  written notice thereof to Seller prior to the  expiration
  of  the Inspection Period, and if Purchaser gives such notice  of
  termination  within the Inspection Period, this  Agreement  shall
  terminate.   If  this  Agreement is terminated  pursuant  to  the
  foregoing provisions of this paragraph, then neither party  shall
  have any further rights or obligations hereunder (except for  any
  indemnity   obligations  of  either  party  pursuant   to   other
  provisions  of this Agreement), the Deposit shall be returned  to
  Purchaser  (less  the  Independent Contract Consideration  to  be
  retained  by  Seller) and each party shall  bear  its  own  costs
  incurred  hereunder.  If Purchaser fails to give Seller a  notice
  of  termination prior to the expiration of the Inspection Period,
  Purchaser  shall  be deemed to have elected to proceed  with  the
  purchase  of the Property pursuant to the terms hereof.  Further,
  Purchaser's   Deposit  shall  be  non-refundable  following   the
  expiration  of  the  Inspection  Period,  except  to  the  extent
  expressly   provided  otherwise  in  this  Agreement.   Purchaser
  acknowledges  that  Purchaser's right of termination  under  this
  Section 3.3 relates to the entire Property and Purchaser may  not
  terminate  this  Agreement as to any individual Project(s)  while
  electing to proceed with the acquisition of other Projects within
  the Property.
  
  A.         Section   Review of Tenant Estoppels.  Within six  (6)
  business days following the Effective Date, Seller shall  deliver
  to  Purchaser  the  completed forms of estoppel  certificate  for
  ninety   percent  (90%)  of  the  tenants  of  the  Property   in
  substantially the form of Exhibit F attached hereto (the  "Tenant
  Estoppels").   Seller shall send the remainder of such  completed
  Tenant  Estoppels as soon as they are available but in  no  event
  later  than nine (9) business days following the Effective  Date.
  Purchaser  shall have five (5) business days in which to  correct
  any errors in such forms based upon the Leases and any such forms
  not  corrected or otherwise modified with the approval of  Seller
  within such five (5) business day period shall be deemed complete
  and  approved  by  Purchaser.  Within  three  (3)  business  days
  following Purchaser's approval (or deemed approval) of the Tenant
  Estoppels,  Seller  shall  submit the approved  forms  of  Tenant
  Estoppels to the applicable tenants and request that the  tenants
  complete and sign the Tenant Estoppels and return them to Seller.
  Seller shall deliver copies of the completed Tenant Estoppels  to
  Purchaser as Seller receives them.  Purchaser shall notify Seller
  within  three (3) days of receipt of any Tenant Estoppel  in  the
  event Purchaser determines such Tenant Estoppel is not acceptable
  to  Purchaser  along  with  the reasons for  such  determination;
  provided   that  each  such  Tenant  Estoppel  shall  be   deemed
  satisfactory  if executed by a tenant in the form submitted.   In
  the  event Purchaser fails to give such notice within such  three
  (3)  day period then any such Tenant Estoppel shall be deemed  to
  be acceptable to Purchaser.  Seller will make diligent efforts to
  obtain all of the Tenant Estoppels from tenants, however, in  the
  event  that  Seller  fails to obtain the  Tenant  Estoppels  with
  respect  to eighty percent (80%) of the leased space within  each
  Project that are satisfactory or deemed satisfactory to Purchaser
  on  or  before the expiration of the Inspection Period, Purchaser
  shall  have  the  right  to terminate this Agreement  by  written
  notice  to  Seller.  If this Agreement is terminated pursuant  to
  the  foregoing  provisions of this paragraph, then neither  party
  shall  have  any further rights or obligations hereunder  (except
  for  any  indemnity obligations of either party pursuant  to  the
  other  provisions  of  this  Agreement),  the  Deposit  shall  be
  returned    to   Purchaser   (less   the   Independent   Contract
  Consideration  to  be retained by Seller), and each  party  shall
  bear  its  own costs incurred hereunder.  If Purchaser  fails  to
  give Seller a notice of termination as set forth above, Purchaser
  shall be deemed to have approved the Tenant Estoppels.
  
  
                            I.   ARTICLE
  
                               CLOSING
  
  A.         Section    Time  and Place.  The consummation  of  the
  transaction contemplated hereby (the "Closing") shall be held  at
  the  offices of King & Spalding, Atlanta, Georgia on February 19,
  1998,  or such earlier date as the parties shall mutually  agree.
  At   the   Closing,  Seller  and  Purchaser  shall  perform   the
  obligations  set forth in, respectively, Section 4.2 and  Section
  4.3  hereof,  the  performance  of  which  obligations  shall  be
  concurrent  conditions;  provided that the  Deeds  shall  not  be
  recorded until Seller receives confirmation that the Escrow Agent
  has  authority to transfer the full amount of the Purchase Price,
  adjusted by prorations as set forth herein to Seller upon receipt
  of  Seller's instruction to record the Deeds.  The Closing  shall
  be consummated through an escrow administered by Escrow Agent and
  the  Purchase Price and all documents shall be deposited with the
  Escrow Agent as escrowee.
  
  A.         Section    Seller's   Obligations   at   Closing.   At
  Closing, Seller shall:
  
  1.              deliver  to Purchaser a duly executed limited  or
  special warranty deed, depending upon the practice in each  state
  in  which a Project is located (the "Deeds") in the form attached
  hereto as Exhibit G, conveying the Land and Improvements, subject
  only  to the Permitted Exceptions; the warranty of title in  each
  Deed  will be only as to claims made by, through or under  Seller
  and not otherwise;
  
  1.              deliver to Purchaser a duly executed bill of sale
  (the  "Bill  of  Sale") conveying the Personal  Property  without
  warranty  of  title  or  use  and without  warranty,  express  or
  implied, as to merchantability and fitness for any purpose and in
  the  form  attached  hereto as Exhibit H  except  for  a  special
  warranty  of title to those items specifically listed on Exhibits
  B-1 - B-12 attached hereto;
  
  1.              assign to Purchaser, and Purchaser shall  assume,
  the  landlord/lessor  interest in and to the  Leases,  Rents  and
  Security  Deposits, and any and all obligations  to  pay  leasing
  commissions  and  finder's fees with respect to  the  Leases  and
  amendments, renewals and expansions thereof, only to  the  extent
  provided   in  Section  4.4(b)(iii)  hereof,  by  duly   executed
  assignment and assumption agreement (the "Assignment of  Leases")
  in the form attached hereto as Exhibit "I"  pursuant to which (i)
  Seller shall indemnify Purchaser and hold Purchaser harmless from
  and  against any and all claims pertaining thereto arising during
  Seller's  ownership  of the Property prior to  Closing  and  (ii)
  Purchaser  shall indemnify Seller and hold Seller  harmless  from
  and  against  any and all claims pertaining thereto arising  from
  and  after the Closing, including without limitation, claims made
  by  tenants  with  respect to tenants' Security Deposits  to  the
  extent paid, credited or assigned to Purchaser;
  
  1.             to the extent assignable, assign to Purchaser, and
  Purchaser  shall  assume,  Seller's  interest  in  the  Operating
  Agreements which have not been terminated as of the Closing  Date
  and  the  other  Intangibles  by  duly  executed  assignment  and
  assumption agreement (the "Assignment of Contracts") in the  form
  attached  hereto as Exhibit J pursuant to which (i) Seller  shall
  indemnify Purchaser and hold Purchaser harmless from and  against
  any  and  all claims pertaining thereto arising prior to  Closing
  and  (ii)  Purchaser  shall  indemnify  Seller  and  hold  Seller
  harmless  from and against any and all claims pertaining  thereto
  arising from and after the Closing;
  
  1.              join  with  Purchaser to execute  a  notice  (the
  "Tenant Notice") in the form attached hereto as Exhibit K)  which
  Purchaser  shall  send to each tenant under each  of  the  Leases
  promptly after the Closing, informing such tenant of the sale  of
  the  Property  and  of  the assignment to Purchaser  of  Seller's
  interest  in,  and obligations under, the Leases  (including,  if
  applicable, any Security Deposits), and directing that  all  Rent
  and other sums payable after the Closing under each such Lease be
  paid as set forth in the notice;
  
  1.              In  the event that any representation or warranty
  of  Seller  set forth in Section 5.1 hereof needs to be  modified
  due  to changes since the Effective Date, deliver to Purchaser  a
  certificate,  dated  as of the date of Closing  and  executed  on
  behalf   of   Seller  by  a  duly  authorized  officer   thereof,
  identifying any representation or warranty which is  not,  or  no
  longer  is,  true and correct and explaining the state  of  facts
  giving rise to the change.  In no event shall Seller be liable to
  Purchaser for, or be deemed to be in default hereunder by  reason
  of,  any breach of representation or warranty which results  from
  any  change  that (i) occurs between the Effective Date  and  the
  date  of Closing and (ii) is expressly permitted under the  terms
  of  this Agreement or is beyond the reasonable control of  Seller
  to  prevent; provided, however, that the occurrence of  a  change
  which  is  not  permitted hereunder or is beyond  the  reasonable
  control  of  Seller  to prevent shall, if materially  adverse  to
  Purchaser,  constitute the non-fulfillment of the  condition  set
  forth  in  Section  4.6(b) hereof; if, despite changes  or  other
  matters  described  in  such  certificate,  the  Closing  occurs,
  Seller's  representations  and  warranties  set  forth  in   this
  Agreement shall be deemed to have been modified by all statements
  made in such certificate;
  
  1.              deliver to Purchaser such evidence as  the  Title
  Company may reasonably require as to the authority of the  person
  or persons executing documents on behalf of Seller;
  
  1.              deliver  to Purchaser a certificate in  the  form
  attached hereto as Exhibit L duly executed by Seller stating that
  Seller  is  not  a  "foreign person" as defined  in  the  Federal
  Foreign Investment in Real Property Tax Act of 1980;
  
  1.             make available to Purchaser for pick-up the Leases
  and  the  Operating Agreements, together with  such  leasing  and
  property  files  and records located in Atlanta, Georgia  or  the
  property  manager's office  at each Project which relate  to  the
  continued operation, leasing and maintenance of the Property, but
  excluding any Confidential Documents;
  
  1.              deliver such affidavits as may be customarily and
  reasonably required by the Title Company for each state in  which
  any Project is located, in order to issue its Title Policy as  to
  such Project, in a form reasonably acceptable to Seller;
  
  1.              deliver to Purchaser possession and occupancy  of
  the Property, subject to the Permitted Exceptions;
  
  1.             execute a closing statement acceptable to Seller;
  
  1.              terminate  all  Operating  Agreements,  including
  Leasing  Agreements  (as defined in Section  5.1(h)  herein)  and
  property  management agreements, except those which may  only  be
  terminated  upon  more  than  thirty (30)  days  advance  written
  notice; and
  
  1.              deliver  such additional documents  as  shall  be
  reasonably required to consummate the transaction contemplated by
  this Agreement.
  
  A.         Section    Purchaser's  Obligations  at  Closing.   At
  Closing, Purchaser shall:
  
  1.              pay  to  Seller the full amount of  the  Purchase
  Price  (which amount shall include the Deposit, with all  accrued
  interest  thereon), as increased or decreased by  prorations  and
  adjustments  as  herein provided, in immediately  available  wire
  transferred funds pursuant to Section 1.4 hereof;
  
  1.              join  Seller  in execution of the  Assignment  of
  Leases, Assignment of Contracts and Tenant Notices;
  
  1.              In  the event that any representation or warranty
  of  Purchaser set forth in Sections 5.5(a) or (b) hereof needs to
  be  modified due to changes since the Effective Date, deliver  to
  Seller  a  certificate,  dated as of  the  date  of  Closing  and
  executed   on   behalf  of  Purchaser  by   a   duly   authorized
  representative  thereof, identifying any such  representation  or
  warranty  which  is not, or no longer is, true  and  correct  and
  explaining the state of facts giving rise to the change.   In  no
  event shall Purchaser be liable to Seller for, or be deemed to be
  in  default  hereunder by reason of, any breach of representation
  or  warranty  set  forth in Sections 5.5(a) or (b)  hereof  which
  results  from  any change that (i) occurs between  the  Effective
  Date  and  the  date  of Closing and (ii) is expressly  permitted
  under  the  terms of this Agreement or is beyond  the  reasonable
  control  of  Purchaser to prevent; provided,  however,  that  the
  occurrence  of  a change which is not permitted hereunder  or  is
  beyond  the reasonable control of Purchaser to prevent shall,  if
  materially  adverse to Seller, constitute the non-fulfillment  of
  the  condition  set forth in Section 4.7(c) hereof;  if,  despite
  changes  or  other  matters described in  such  certificate,  the
  Closing  occurs, Purchaser's representations and  warranties  set
  forth in this Agreement shall be deemed to have been modified  by
  all statements made in such certificate;
  
  1.              deliver  to  Seller such evidence  as  the  Title
  Company may reasonably require as to the authority of the  person
  or persons executing documents on behalf of Purchaser;
  
  1.              deliver such affidavits as may be customarily and
  reasonably  required by the Title Company, in a  form  reasonably
  acceptable to Purchaser;
  
  1.               execute   a  closing  statement  acceptable   to
  Purchaser;
  
  1.              execute and deliver the Promissory Note, together
  with  evidence of the legal power and authority of Purchaser  and
  the signatories thereto, to execute and deliver same; and
  
  1.              deliver  such additional documents  as  shall  be
  reasonably required to consummate the transaction contemplated by
  this Agreement.
  
  
  A.
            Section   Credits and Prorations.
  
  1.              All income and expenses of the Property shall  be
  apportioned  as of 11:59 p.m., on the day prior  to  the  day  of
  Closing,  as if Purchaser were vested with title to the  Property
  during  the entire day upon which Closing occurs.  Such  prorated
  items shall include without limitation the following:
  
  a)             all Rents, if any;
  
  a)             taxes and assessments (including personal property
  taxes on the Personal Property) levied against the Property;
  
  a)              utility  charges for which Seller is  liable,  if
  any,  such charges to be apportioned at Closing on the  basis  of
  the  most recent meter reading occurring prior to Closing  (dated
  not  more  than  fifteen  (15) days  prior  to  Closing)  or,  if
  unmetered, on the basis of a current bill for each such utility;
  
  a)              all  amounts payable under Operating  Agreements;
  and
  
  a)              any  other  operating  expenses  or  other  items
  pertaining to the Property which are customarily prorated between
  a  purchaser and a seller in the county in which each Project  is
  located.
  
  1.              Notwithstanding  anything  contained  in  Section
  4.4(a) hereof:
  
  a)             At Closing, (A) Seller shall credit to the account
  of  Purchaser the amount of all Security Deposits (to the  extent
  such  Security Deposits have not been applied against  delinquent
  Rents  or  otherwise as provided in the Leases), and  (B)  Seller
  shall be entitled to receive and retain such refundable cash  and
  deposits;
  
  a)              Any  taxes paid at or prior to Closing  shall  be
  prorated  based  upon the amounts actually paid.   If  taxes  and
  assessments  due and payable during the year of Closing  for  any
  Project  have  not  been  paid before Closing,  Seller  shall  be
  charged at Closing an amount equal to that portion of such  taxes
  and  assessments which relates to the period before  Closing  and
  Purchaser  shall  pay the taxes and assessments  prior  to  their
  becoming delinquent.  Any such apportionment made with respect to
  a tax year for which the tax rate or assessed valuation, or both,
  have  not yet been fixed shall be based upon the tax rate  and/or
  assessed  valuation  last fixed. To the extent  that  the  actual
  taxes and assessments for the current year for any Project differ
  from  the  amount apportioned at Closing, the parties shall  make
  all   necessary  adjustments  by  appropriate  payments   between
  themselves  within  thirty  (30)  days  after  such  amounts  are
  determined  following  Closing,  subject  to  the  provisions  of
  Section 4.4(d) hereof;
  
  a)               From  and  after  Closing,  Purchaser  shall  be
  responsible  for  the payment of (A) all Tenant Inducement  Costs
  (as hereinafter defined) and leasing commissions which become due
  and  payable (whether before or after Closing) as a result of any
  new Leases, or any renewals, amendments or expansions of existing
  Leases, signed by Seller and approved by Purchaser from and after
  the  Effective Date; (B) all Tenant Inducement Costs and  leasing
  commissions  with respect to new Leases, or renewals,  amendments
  or expansions of existing Leases, signed or entered into from and
  after  the  date  of Closing, including, without limitation,  any
  such commissions arising out of continuing obligations under  the
  Leasing Agreements (notwithstanding the termination thereof)  set
  forth on Exhibit "P"; and  (C) except for (X) the items set forth
  on   Exhibit  P-1  attached  hereto  and  (Y)  any  other  Tenant
  Inducement  Costs  or  leasing  commissions  which  are  due  and
  payable,  but not yet paid, as of the Effective Date as a  result
  of  any existing Lease or amendment, renewal or expansion thereof
  which  is fully executed as of the Effective Date and which  such
  Tenant Inducement Costs or leasing commissions are identified  in
  writing by Purchaser to Seller during the Inspection Period,  for
  which  items  described in clauses (X) and (Y)  Seller  shall  be
  responsible  (either by Seller's satisfaction  thereof  prior  to
  Closing  or  by  a  credit to Purchaser at Closing),  all  Tenant
  Inducement  Costs and leasing commissions which  become  due  and
  payable  after  Closing, if any, for all existing  Leases.    For
  avoidance of doubt, Seller shall have no obligation for any  such
  costs  attributable to the refurbishment allowance owed  pursuant
  to  the  DHL  Lease  at  the One Comerce  Green  Project  or  the
  refurbish allowance owed pursuant to the Comerica Bank  Lease  at
  the  One  Sugar  Creek  Project.  Seller may  add  to  the  items
  described on but not delete from Exhibit P-1 during the five  (5)
  business day period following the Effective Date.  If, as of  the
  date  of  Closing,  Seller shall have paid any Tenant  Inducement
  Costs  or  leasing commissions for which Purchaser is responsible
  pursuant  to the foregoing provisions, Purchaser shall  reimburse
  Seller  therefor  at  Closing.  For  purposes  hereof,  the  term
  "Tenant  Inducement Costs" shall mean any out-of-pocket  payments
  required  under a Lease to be paid by the landlord thereunder  to
  or  for  the  benefit of the tenant thereunder which  is  in  the
  nature  of  a tenant inducement, including specifically,  without
  limitation,  tenant improvement costs, lease buy out  costs,  and
  moving,  design,  refurbishment and club  membership  allowances.
  The  term  "Tenant Inducement Costs" shall not  include  loss  of
  income  resulting from any free rental period,  it  being  agreed
  that  Seller  shall bear the loss resulting from any free  rental
  period  until the date of Closing and that Purchaser  shall  bear
  such loss from and after the date of Closing.
  
  a)             Unpaid and delinquent Rent collected by Seller and
  Purchaser  after  the  date  of Closing  shall  be  delivered  as
  follows: (a) if Seller collects any unpaid or delinquent Rent for
  the  Property, Seller shall, within fifteen (15) days  after  the
  receipt  thereof,  deliver  to  Purchaser  any  such  Rent  which
  Purchaser  is entitled to hereunder relating to any period  after
  the date of Closing, and (b) if Purchaser collects any unpaid  or
  delinquent  Rent  from  the  Property,  Purchaser  shall,  within
  fifteen  (15) days after the receipt thereof, deliver  to  Seller
  any  such Rent which Seller is entitled to hereunder relating  to
  the  period  prior to and including the date of Closing.   Seller
  and Purchaser agree that all Rent received by Seller or Purchaser
  from  the date of Closing shall be applied first to current  Rent
  and  then  to  delinquent Rent, if any, in the inverse  order  of
  maturity.  Purchaser will make a good faith effort after  Closing
  to  collect  all  Rents  in  the usual  course  of  Purchaser'  s
  operation of the Property, but Purchaser will not be obligated to
  institute  any lawsuit or other collection procedures to  collect
  delinquent  Rents.  Seller may attempt to collect any  delinquent
  Rents  owed  Seller and may institute any lawsuit  or  collection
  procedures,  but  may not evict any tenant.  In  the  event  that
  there shall be any Rents or other charges under any Leases which,
  although relating to a period prior to Closing, do not become due
  and  payable until after Closing or are paid prior to Closing but
  are  subject to adjustment after Closing (such as year end common
  area  expense  reimbursements and the like), then  any  Rents  or
  charges  of  such  type received by Purchaser or  its  agents  or
  Seller  or its agents subsequent to Closing shall, to the  extent
  applicable to a period extending through the Closing, be prorated
  between  Seller and Purchaser as of Closing and Seller's  portion
  thereof shall be remitted promptly to Seller by Purchaser.
  
  1.              Except as otherwise provided herein, any  revenue
  or  expense amount which cannot be ascertained with certainty  as
  of  Closing  shall  be  prorated on the  basis  of  the  parties'
  reasonable estimates of such amount, and shall be the subject  of
  a  final  proration  sixty (60) days after Closing,  or  as  soon
  thereafter as the precise amounts can be ascertained.   Purchaser
  shall promptly notify Seller when it becomes aware that any  such
  estimated  amount  has been ascertained.  Once  all  revenue  and
  expense  amounts have been ascertained, Purchaser shall  prepare,
  and  certify as correct, a final proration statement which  shall
  be  subject  to Seller's approval.  Upon Seller's acceptance  and
  approval of any final proration statement submitted by Purchaser,
  such  statement shall be conclusively deemed to be  accurate  and
  final.
  
  1.              Subject  to the final sentence of Section  4.4(c)
  hereof, the provisions of this Section 4.4 shall survive Closing.
  
  A.        Section   Transaction Taxes and Closing Costs.
  
  1.              Seller and Purchaser shall execute such  returns,
  questionnaires  and  other documents as shall  be  required  with
  regard  to all applicable real property transaction taxes imposed
  by applicable federal, state or local law or ordinance;
  
  1.              Seller  shall pay the lesser of one-half  of  the
  actual  premium or $202,000.00 (in the aggregate) for  the  Title
  Policy  to  be issued to Purchaser (but not including  any  extra
  costs  for  special endorsements other than for deletion  of  the
  survey exceptions in Texas and Florida), one-half the cost of all
  recording fees and transfer and documentary stamp taxes  assessed
  against  the  Deeds to the Property and the fees of  any  counsel
  representing Seller in connection with this transaction  and  any
  fees payable to Eastdil Realty Company, LLC ("Broker");
  
  1.              Purchaser  shall  pay the  fees  of  any  counsel
  representing  Purchaser  in  connection  with  this  transaction.
  Purchaser shall also pay the following costs and expenses:
  
  a)              the  escrow fee, if any, which may be charged  by
  the Escrow Agent or Title Company;
  
  a)              the  fee for the title examination and the  Title
  Commitment and the premium for the Title Policy to be  issued  to
  Purchaser  by  the Title Company at Closing, and all endorsements
  thereto in excess of those amounts for which Seller has agreed to
  be responsible;
  
  a)             the cost of any updated survey;
  
  a)              one-half  of any transfer tax, documentary  stamp
  tax  or  similar  tax  which becomes payable  by  reason  of  the
  transfer of the Property; and
  
  a)             one-half of the fees for recording the Deeds.
  
  1.               All   costs  and  expenses  incident   to   this
  transaction   and  the  closing  thereof,  and  not  specifically
  described above, shall be paid by the party incurring same; and
  
  1.              The  provisions of this Section 4.5 shall survive
  the Closing.
  
  A.          Section    Conditions  Precedent  to  Obligation   of
  Purchaser.   The  obligation  of  Purchaser  to  consummate   the
  transaction hereunder shall be subject to the fulfillment  on  or
  before  the  date of Closing of all of the following  conditions,
  any  or  all  of  which may be waived by Purchaser  in  its  sole
  discretion:
  
  1.              Seller shall have delivered to Purchaser  all  of
  the  items required to be delivered to Purchaser pursuant to  the
  terms  of  this  Agreement, including but not limited  to,  those
  provided for in Section 4.2 hereof;
  
  1.              All  of  the  representations and  warranties  of
  Seller  contained in this Agreement shall be true and correct  in
  all material respects as of the date of Closing (with appropriate
  modifications permitted under this Agreement); and
  
  1.              Seller shall have performed and observed, in  all
  material respects, all covenants and agreements of this Agreement
  to be performed and observed by Seller as of the date of Closing.
  
  A.        Section   Conditions Precedent to Obligation of Seller.
  The  obligation of Seller to consummate the transaction hereunder
  shall  be  subject to the fulfillment on or before  the  date  of
  Closing  of all of the following conditions, any or all of  which
  may be waived by Seller in its sole discretion:
  
  1.              Escrow  Agent  shall have received  the  Purchase
  Price   as   adjusted  as  provided  herein  with   unconditional
  instructions to disburse same in accordance with the  agreed-upon
  settlement  statement simultaneously with Seller's  authorization
  to release its Deeds for recordation, all pursuant to and payable
  in the manner provided for in this Agreement;
  
  1.              Purchaser shall have delivered to Seller  all  of
  the  items  required to be delivered to Seller  pursuant  to  the
  terms  of  this  Agreement, including but not limited  to,  those
  provided for in Section 4.3 hereof;
  
  1.              All  of  the  representations and  warranties  of
  Purchaser  contained in this Agreement shall be true and  correct
  in  all  material  respects  as of  the  date  of  Closing  (with
  appropriate modifications permitted under this Agreement); and
  
  1.              Purchaser  shall have performed and observed,  in
  all  material  respects,  all covenants and  agreements  of  this
  Agreement  to be performed and observed by Purchaser  as  of  the
  date of Closing.
  
  
                            I.   ARTICLE
  
              REPRESENTATIONS, WARRANTIES AND COVENANTS
  
  A.         Section    Representations and Warranties  of  Seller.
  Seller  hereby makes the following representations and warranties
  to  Purchaser as of the Effective Date, which representations and
  warranties  shall be deemed to have been made  again  as  of  the
  Closing, subject to Section 4.2(f) hereof:
  
  1.              Organization and Authority.  Seller has been duly
  organized and is validly existing under the laws of the State  of
  Delaware.  Seller has the full right and authority to enter  into
  this  Agreement  and  to  transfer all of  the  Property  and  to
  consummate   or   cause   to  be  consummated   the   transaction
  contemplated   by  this  Agreement.   The  person  signing   this
  Agreement on behalf of Seller is authorized to do so.
  
  1.             Pending Actions.  To Seller's knowledge, except as
  set forth on Exhibit M, Seller has not received written notice of
  any  action,  suit, arbitration, unsatisfied order  or  judgment,
  government  investigation or proceeding  pending  against  Seller
  which,  if  adversely determined, could individually  or  in  the
  aggregate  materially  interfere with  the  consummation  of  the
  transaction  contemplated by this Agreement or  have  a  material
  adverse effect on any Project.
  
  1.              Operating Agreements.  To Seller's knowledge, the
  Operating  Agreements  listed  on  Exhibit  C  are  all  of   the
  agreements  concerning  the  operation  and  maintenance  of  the
  Property  entered into by Seller and affecting the Property,  and
  Seller  has  delivered to Purchaser a true, correct and  complete
  copy   of  each  Operating  Agreement.   Except  those  Operating
  Agreements that require more than thirty (30) days written notice
  to  terminate,  all  of such agreements, including  all  property
  management agreements and Leasing Agreements, shall be terminated
  by  Seller  as  of Closing, and as to those Operating  Agreements
  which  terminate upon more than thirty (30) days written  notice,
  Seller agrees to give such notice (contingent upon the occurrence
  of Closing) at least thirty (30) days prior to Closing.
  
  1.              Condemnation.  To Seller's knowledge,  except  as
  set forth on Exhibit M, Seller has received no written notice  of
  any condemnation proceedings relating to any Project.
  
  1.              Litigation.  To Seller's knowledge, except as set
  forth  on  Exhibit M attached hereto, and except tenant  eviction
  proceedings, tenant bankruptcies, proceedings for the  collection
  of  delinquent  rentals from tenants and proceedings  related  to
  claims  for personal injury or damage to property due  to  events
  occurring at the Property, Seller has not received written notice
  of any litigation which has been filed against Seller that arises
  out  of  the ownership of any of the Projects or would materially
  affect any of the Projects or use thereof, or Seller's ability to
  perform hereunder;
  
  1.              Violations.  To Seller's knowledge, except as set
  forth  on  Exhibit  N attached hereto, Seller  has  not  received
  written notice of any uncured violation of any federal, state  or
  local  law relating to the use or operation of any Project  which
  would materially adversely affect any Project or use thereof;
  
  1.              Leases.   The description of the Leases  attached
  hereto  as  Exhibit O is accurate in all material  respects,  and
  lists  all  of  the leases currently affecting the  Property  and
  Seller  has  delivered to Purchaser a true, correct and  complete
  copy  of all the Leases.  Except as identified on Exhibit  Q,  to
  Seller's  knowledge, no tenant is delinquent in  the  payment  of
  rent  for  more  than thirty (30) days nor has  Seller  delivered
  written notice of any other default which remains uncured; and
  
            (h)  Leasing Agreements and Commission Agreements.   To
  Seller's  knowledge, Exhibit P attached hereto includes  (i)  all
  agreements  entered into by Seller with leasing  agents  for  the
  purpose  of  leasing  any  Project  (collectively,  the  "Leasing
  Agreements")  and (ii) all agreements entered into by  Seller  or
  any  predecessor in title to Seller with leasing brokers for  the
  payment of leasing commissions with respect to any existing Lease
  (collectively,   the   "Commission  Agreements").    Seller   has
  delivered or will deliver within five (5) business days after the
  Effective  Date true and correct copies of all Leasing Agreements
  and  Commission  Agreements listed on  Exhibit  P  to  Purchaser.
  Purchaser and Seller acknowledge that Seller shall have five  (5)
  business  days  following the Effective Date to add  to  but  not
  delete  from Exhibit P to this Agreement.  Seller will  terminate
  all  Leasing Agreements at Closing, however, Purchaser shall  pay
  any  commissions  which are payable under the Leasing  Agreements
  (notwithstanding  the termination thereof) with  respect  to  any
  lease signed by Purchaser after the Closing.
  A.          Section    Knowledge  Defined.   References  to   the
  "knowledge"  of  Seller shall refer only to  the  current  actual
  knowledge  of  the  Designated  Representatives  (as  hereinafter
  defined) of Seller, and shall not be construed, by imputation  or
  otherwise,  to refer to the knowledge of Seller or any  affiliate
  of  Seller,  to  any property manager, or to any  other  officer,
  agent,  manager,  representative or employee  of  Seller  or  any
  affiliate   thereof   or   to   impose   upon   such   Designated
  Representatives any duty to investigate the matter to which  such
  actual  knowledge,  or the absence thereof,  pertains.   As  used
  herein, the term "Designated Representatives" shall refer to C.L.
  Davidson, III, Fred H. Henritze, Seabie W Hickson, III  and David
  M.  Hendrickson.   Purchaser agrees that none of  the  Designated
  Representatives  shall have any personal liability  hereunder  by
  reason of their designation as Designated Representatives.
  
  A.         Section    Survival  of Seller's  Representations  and
  Warranties.   The representations and warranties  of  Seller  set
  forth  in  Section  5.1 hereof as updated as of  the  Closing  in
  accordance  with  the  terms  of this  Agreement,  shall  survive
  Closing for a period of two hundred seventy (270) days.  No claim
  asserted  after  Closing for a breach of  any  representation  or
  warranty  of Seller shall be actionable or payable if the  breach
  in  question  results from or is based on a condition,  state  of
  facts  or  other  matter which was known to  Purchaser  prior  to
  Closing.   Seller  shall have no liability  to  Purchaser  for  a
  breach  of  any representation or warranty (a) unless  the  valid
  claims  for  all such breaches collectively aggregate  more  than
  Twenty-Five Thousand Dollars ($25,000), in which event  the  full
  amount  of such valid claims shall be actionable, up to  the  Cap
  (as  defined  in  this  Section), and (b) unless  written  notice
  containing  a description of the specific nature of  such  breach
  shall  have  been  given  by Purchaser to  Seller  prior  to  the
  expiration  of said two hundred seventy (270) day period  and  an
  action  shall  have  been commenced by Purchaser  against  Seller
  within  three hundred sixty-five (365) days of Closing.  As  used
  herein,  the term "Cap" shall mean the total aggregate amount  of
  Three Million and No/100 Dollars ($3,000,000); except there shall
  be  no Cap applicable to any recovery from Seller as a result  of
  the fraudulent acts of Seller.
  
  A.        Section   Payment of Claims.   To ensure that Seller is
  able  to  pay  any  Valid  Claim (as hereinafter  defined)  under
  Section  5.3  above, Seller shall implement, at Seller's  option,
  one of the following options at Closing:
  
  1.               Seller   shall  obtain  an  amendment   to   its
  partnership agreement from all of the current partners of  Seller
  substantially to the effect that: (i) at the request of Brookdale
  Partners, LLC, the general partner of Seller ("GP"), all  of  the
  partners   of  Seller  shall  be  unconditionally  obligated   to
  contribute  additional capital to Seller  in  proportion  to  the
  amount  of  the net sales proceeds received by each partner  from
  the  sale  of  Property  in the event Purchaser asserts  a  Valid
  Claim under Section 5.3 above; and (ii) all of the partners shall
  consent  to  a  collateral assignment by GP to Purchaser  of  the
  right  to  call for such additional capital which  right  may  be
  exercised  by  Purchaser under such collateral  assignment  if  a
  Valid  Claim is not paid within thirty (30) days (the "Collateral
  Assignment").    At  Closing, GP shall  execute  and  deliver  to
  Purchaser   the  Collateral  Assignment  in  a  form   reasonably
  satisfactory to Purchaser and Seller.  The Collateral  Assignment
  and  the  obligation  of  the partners to  contribute  additional
  capital  shall  terminate  on the Termination  Date  (as  defined
  below); or
  
  1.              At  Closing,  Seller shall  establish  a  reserve
  account  (the  "Reserve  Account")  in  the  initial  amount   of
  $1,300,000.00 to be owned and maintained by Seller.  The  Reserve
  Account  shall  be  maintained by Seller until  the  "Termination
  Date"  which,  for  purposes herein, means the  earlier  of:  (i)
  expiration  of the 270-day period following Closing  without  the
  assertion  of  a  written claim by Purchaser of  a  breach  of  a
  representation  or  warranty by Seller;  (ii)  after  the  timely
  assertion of such a claim by Purchaser, the expiration of the 365-
  day  period following Closing without the filing of an action  by
  Purchaser  in a court of competent jurisdiction; or  (iii)  final
  resolution of any claim timely asserted under Section 5.3 and the
  payment  of  all  Valid Claims.   In addition,  upon  Purchaser's
  payment  of  the Promissory Note, all of the proceeds  (less  any
  Profits as defined in the Promissory Note) of the Promissory Note
  shall also be deposited in the Reserve Account.  Seller shall  be
  entitled to pay all Valid Claims from the Reserve Account and  in
  its  sole  judgement,  any  other  claims  properly  asserted  by
  Purchaser  under Section 5.3.  Seller shall not expend any  funds
  from the Reserve Account except as provided above.
  
             For  purposes  of this Section 5.4,  the  term  "Valid
  Claim"  means  any final judgement entered against  Seller  by  a
  court of competent jurisdiction holding that a breach of Seller's
  representations  and  warranties  under  Section  5.3  above  has
  occurred  and  stating  damages at a sum certain;  provided  that
  Seller shall have no liability to pay any amount, including Valid
  Claims,  for  breach of Seller's representations  and  warranties
  under  Section 5.3 above in an aggregate amount in excess of  the
  Cap.
  
  A.          Section    Covenants   of   Seller.   Seller   hereby
  covenants with Purchaser as follows:
  
  1.              From  the Effective Date hereof until the Closing
  or  earlier  termination  of  this Agreement,  Seller  shall  use
  reasonable  efforts to operate and maintain  the  Property  in  a
  manner  generally consistent with the manner in which Seller  has
  operated  and  maintained the Property prior to the  date  hereof
  including,  without  limitation,  the  continuation  of   ongoing
  leasing and marketing activities at each Project;
  
  1.              Except  as provided hereinbelow, a  copy  of  any
  amendment, renewal or expansion of an existing Lease  or  of  any
  new  Lease  which Seller wishes to execute between the  Effective
  Date and the date of Closing will be submitted to Purchaser prior
  to  execution  by  Seller.  For any such  amendment,  renewal  or
  expansion of an existing Lease or for any new Lease which  Seller
  proposes  to execute after the Effective Date,  Purchaser  agrees
  to  notify Seller in writing within five (5) business days  after
  its  receipt  thereof  of  either  its  approval  or  disapproval
  thereof,  including  all  Tenant  Inducement  Costs  and  leasing
  commissions to be incurred in connection therewith.  In the event
  Purchaser informs Seller within such five (5) business day period
  that  Purchaser  does  not  approve  the  amendment,  renewal  or
  expansion of the existing Lease or the new Lease, which  approval
  shall not be unreasonably withheld, Seller shall not execute such
  disapproved instrument.  In the event Purchaser fails  to  notify
  Seller in writing of its approval or disapproval within the  five
  (5)  business  day  period set forth above,  Purchaser  shall  be
  deemed  to  have approved such new Lease, amendment,  renewal  or
  expansion.  At Closing, Purchaser shall reimburse Seller for  any
  Tenant  Inducement Costs, leasing commissions or other  expenses,
  including  reasonable legal fees, incurred by Seller pursuant  to
  an  amendment, a renewal, an expansion or a new Lease executed by
  Seller after the Effective Date and approved (or deemed approved)
  by Purchaser.
  
  A.         Section   Additional Audits.  Purchaser shall have, in
  addition to any inspection or audit rights contained elsewhere in
  this  Agreement, the right to conduct a full audit of  the  books
  and  records  of Seller relating to the operations and  financial
  results  of  each Project (excluding any Confidential Documents),
  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 Purchaser undertaking such audit, including  any
  costs  incurred  by  Seller  in  complying  with  its  obligation
  hereunder,  shall  be  borne exclusively by Purchaser;  provided,
  however,  Seller  shall make available such  books,  records  and
  materials  as  may  be reasonably requested by Purchaser  or  its
  accountants  in  order  to  conduct  such  audit  (excluding  any
  Confidential  Documents).   All such audit  activities  shall  be
  conducted  at  Seller's or its agent's place  of  business  in  a
  commercially reasonable fashion during normal business hours  and
  upon  ten  (10) days prior notice from Purchaser to Seller.   The
  terms  and  provisions  of this Section  5.6  shall  survive  the
  Closing.
  
  A.         Section   Representations and Warranties of Purchaser.
  Purchaser   hereby   makes  the  following  representations   and
  warranties   to   Seller   as  of  the  Effective   Date,   which
  representations and warranties shall be deemed to have been  made
  again as of the Closing, subject to Section 4.3(c) hereof:
  
  1.              Organization and Authority.  Purchaser  has  been
  duly  organized  and is validly existing under the  laws  of  the
  State of Delaware.  Purchaser has the full right and authority to
  enter  into  this  Agreement and to consummate  or  cause  to  be
  consummated the transaction contemplated by this Agreement.   The
  person   signing  this  Agreement  on  behalf  of  Purchaser   is
  authorized to do so;
  
  1.              Pending Actions.  To Purchaser's knowledge, there
  is  no  action, suit, arbitration, unsatisfied order or judgment,
  government investigation or proceeding pending against  Purchaser
  which,  if  adversely determined, could individually  or  in  the
  aggregate  materially  interfere with  the  consummation  of  the
  transaction contemplated by this Agreement.
  
  1.              ERISA.  As of the Closing, (1) Purchaser will not
  be  an  employee benefit plan as defined in Section 3(3)  of  the
  Employee  Retirement  Income Security Act  of  1974,  as  amended
  ("ERISA"), which is subject to title I of ERISA, nor  a  plan  as
  defined  in Section 4975(e) (1) of the Internal Revenue  Code  of
  1986,  as amended (each of the foregoing hereinafter referred  to
  collectively a "Plan"), and (2) the assets of the Purchaser  will
  not constitute "plan assets" of one or more such Plans within the
  meaning of Department of Labor ("DOL") Regulation Section 2510 .3-
  101.  As of the Closing, if Purchaser is a "governmental plan" as
  defined in Section 3(32) of ERISA, the closing of the sale of the
  Property will not constitute or result in a violation of state or
  local   statutes   regulating  investments   of   and   fiduciary
  obligations  with  respect  to governmental  plans.   As  of  the
  Closing,  Purchaser will be acting on its own behalf and  not  on
  account  of  or  for the benefit of any Plan.  Purchaser  has  no
  present intent to transfer the Property to any entity, person  or
  Plan which will cause a violation of ERISA.  Purchaser shall  not
  assign  its  interest under this contract of sale to any  entity,
  person, or Plan which will cause a violation of ERISA.
  
  A.         Section   Survival of Purchaser's Representations  and
  Warranties.  The representations and warranties of Purchaser  set
  forth  in  Section  5.5 hereof as updated as of  the  Closing  in
  accordance  with  the  terms  of this  Agreement,  shall  survive
  Closing  for  a  period  of  two  hundred  seventy  (270)   days.
  Purchaser shall have no liability to Seller for a breach  of  any
  representation  or  warranty unless written notice  containing  a
  description of the specific nature of such breach shall have been
  given  by  Seller  to Purchaser prior to the expiration  of  said
  270-day period and an action shall have been commenced by  Seller
  against  Purchaser within three hundred sixty five (365) days  of
  Closing.
  
  
                            II.  ARTICLE
  
                               DEFAULT
  
  A.         Section   Default by Purchaser.  In the event the sale
  of  the Property as contemplated hereunder is not consummated due
  to  Purchaser's default hereunder, Seller shall be  entitled,  as
  its  sole  remedy, to terminate this Agreement  and  receive  the
  Deposit  as  liquidated damages for the breach of this Agreement,
  it  being  agreed  between the parties  hereto  that  the  actual
  damages to Seller in the event of such breach are impractical  to
  ascertain and the amount of the Deposit is a reasonable  estimate
  thereof.
  
  A.         Section   Default by Seller.  In the event the sale of
  the Property as contemplated hereunder is not consummated due  to
  Seller's default hereunder, and Purchaser is not in default under
  this  Agreement, Purchaser shall be entitled, as its sole remedy,
  either  (a) to receive the return of the Deposit plus payment  by
  Seller of Purchaser's actual, third-party out-of-pocket costs and
  expenses  in connection with this transaction not to  exceed  One
  Hundred  Thousand  Dollars ($100,000), which return  and  payment
  shall operate to terminate this Agreement and release Seller from
  any  and  all  liability hereunder, or (b)  to  enforce  specific
  performance  of  Seller's  obligation  to  convey  title  to  the
  Property  to  Purchaser in accordance with Section  2.3  of  this
  Agreement,  it  being understood and agreed that  the  remedy  of
  specific performance shall not be available to enforce any  other
  obligation  of Seller hereunder.  Purchaser expressly waives  its
  rights   to  seek  damages  in  the  event  of  Seller's  default
  hereunder.   Purchaser  shall  be  deemed  to  have  elected   to
  terminate  this  Agreement  and receive  back  the  Deposit  plus
  payment  of  its  out-of-pocket expenses  as  provided  above  if
  Purchaser  fails  to  file suit for specific performance  against
  Seller in a court having jurisdiction in the county and state  in
  which  the  Property is located, on or before  thirty  (30)  days
  following  the date upon which Closing was to have occurred.   If
  Purchaser  elects to seek specific performance hereunder,  Seller
  agrees that any final judgment obtained by Purchaser from a court
  of  competent  jurisdiction  in  the  State  of  Georgia  may  be
  domesticated  in each state in which any Project is  located  for
  the purpose of enforcing such judgment therein.
  
  A.          Section     Recoverable   Damages.    Notwithstanding
  Sections 6.1 and 6.2 hereof, in no event shall the provisions  of
  Sections  6.1  and  6.2 limit the damages recoverable  by  either
  party against the other party due to the other party's obligation
  to indemnify such party in accordance with this Agreement.
  
  
                            I.   ARTICLE
  
                            RISK OF LOSS
  
  A.        Section   Minor Damage.  In the event of loss or damage
  to  or  any condemnation of any Project, or any portion  thereof,
  which  is  not  "Major" (as hereinafter defined), this  Agreement
  shall  remain in full force and effect provided that Seller shall
  assign to Purchaser all of Seller's right, title and interest  in
  and  to  any claims and proceeds Seller may have with respect  to
  any  casualty insurance policies or condemnation awards  relating
  to  the  premises  in question and the Purchase  Price  shall  be
  reduced by an amount equal to the lesser of the deductible amount
  under  Seller's insurance policy or the cost of such  repairs  as
  determined in accordance with Section 7.3 hereof.  Upon  Closing,
  full  risk  of  loss with respect to each Project shall  pass  to
  Purchaser.
  
  A.        Section   Major Damage.  In the event of a "Major" loss
  or  damage,  Purchaser may terminate this  Agreement  as  to  the
  affected  Project only by written notice to the other  party,  in
  which  event  the Purchase Price shall be reduced by  the  amount
  thereof  allocated to such Project as shown  on  Exhibit  D.   If
  Purchaser  does not elect to terminate this Agreement as  to  the
  affected  Project  within  ten  (10)  days  after  Seller   sends
  Purchaser written notice of the occurrence of such Major loss  or
  damage   (which  notice  shall  state  the  cost  of  repair   or
  restoration thereof as opined by an architect in accordance  with
  Section  7.3  hereof ), then Purchaser shall be  deemed  to  have
  elected  to  proceed with the purchase and sale of such  affected
  Project, in which event Seller shall assign to Purchaser  all  of
  Seller's  right,  title and interest in and  to  any  claims  and
  proceeds  Seller may have with respect to any casualty  insurance
  policies or condemnation awards relating to the affected  Project
  and the Purchase Price shall be reduced by an amount equal to the
  lesser  of the deductible amount under Seller's insurance  policy
  or  the  cost  of  such repairs as determined in accordance  with
  Section 7.3 hereof.
  
  A.         Section    Definition of "Major" Loss or Damage.   For
  purposes  of Sections 7.1 and 7.2, "Major" loss or damage  refers
  to  the following: (a) loss or damage to any Project hereof  such
  that  the cost of repairing or restoring the premises in question
  to  substantially the same condition which existed prior  to  the
  event of damage would be, in the opinion of an architect selected
  by  Seller  and  reasonably approved by Purchaser,  equal  to  or
  greater  than seven percent (7%) of the value of such Project  as
  set forth on Exhibit "D" attached hereto, and (b) any loss due to
  a  condemnation  which  permanently and  materially  impairs  the
  current  use of the Project.  If Purchaser does not give  written
  notice  to  Seller  of  Purchaser's reasons for  disapproving  an
  architect  within five (5) business days after receipt of  notice
  of  the  proposed architect, Purchaser shall be  deemed  to  have
  approved the architect selected by Seller.
  
  
                            I.   ARTICLE
  
                             COMMISSIONS
  
  A.         Section    Brokerage Commissions.  Seller acknowledges
  that  Broker  has  been engaged by Seller  to  assist  with  this
  transaction  and  Seller  shall  be  fully  responsible  for  any
  compensation  owed  Broker in connection with  this  transaction.
  Each  of Purchaser and Seller represent and warrant to the  other
  that it has not dealt with any broker or agent in the negotiation
  of  this transaction other than Broker.  Each party hereto agrees
  that  if  any  person  or  entity makes  a  claim  for  brokerage
  commissions or finder's fees related to the sale of the  Property
  by  Seller to Purchaser, and such claim is made by, through or on
  account  of  any  acts  or alleged acts  of  said  party  or  its
  representatives, said party will protect, indemnify,  defend  and
  hold  the other party free and harmless from and against any  and
  all   loss,   liability,  cost,  damage  and  expense  (including
  reasonable   attorneys'  fees)  in  connection  therewith.    The
  provisions  of  this  paragraph  shall  survive  Closing  or  any
  termination of this Agreement.
  
  
                            I.   ARTICLE
  
                       DISCLAIMERS AND WAIVERS
  
  A.          Section    NO  RELIANCE  ON  DOCUMENTS.   EXCEPT   AS
  EXPRESSLY  STATED  HEREIN,  SELLER  MAKES  NO  REPRESENTATION  OR
  WARRANTY  AS  TO  THE  TRUTH, ACCURACY  OR  COMPLETENESS  OF  ANY
  MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER OR ITS BROKERS
  OR  AGENTS  TO  PURCHASER  IN  CONNECTION  WITH  THE  TRANSACTION
  CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES AND AGREES  THAT  ALL
  MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO  PURCHASER
  IN  CONNECTION  WITH  THE  TRANSACTION  CONTEMPLATED  HEREBY  ARE
  PROVIDED TO PURCHASER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE
  ON  OR  USE  OF SUCH MATERIALS, DATA OR INFORMATION BY  PURCHASER
  SHALL  BE  AT  THE  SOLE RISK OF PURCHASER, EXCEPT  AS  OTHERWISE
  EXPRESSLY  STATED HEREIN.  NEITHER SELLER, NOR ANY  AFFILIATE  OF
  SELLER,  NOR  THE PERSON OR ENTITY WHICH PREPARED ANY  REPORT  OR
  REPORTS DELIVERED BY SELLER TO PURCHASER SHALL HAVE ANY LIABILITY
  TO  PURCHASER  FOR ANY INACCURACY IN OR OMISSION  FROM  ANY  SUCH
  REPORTS.
  
  A.        Section   AS-IS SALE; DISCLAIMERS.  EXCEPT AS EXPRESSLY
  SET  FORTH  IN THIS AGREEMENT, IT IS UNDERSTOOD AND  AGREED  THAT
  SELLER  IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES
  OR  REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
  WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,  ANY
  WARRANTIES OR REPRESENTATIONS AS TO A PARTICULAR PURPOSE.
  
             PURCHASER  ACKNOWLEDGES AND AGREES THAT  UPON  CLOSING
  SELLER  SHALL  SELL AND CONVEY TO PURCHASER AND  PURCHASER  SHALL
  ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO
  THE  EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR  IN
  ANY  OTHER DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER
  AT  CLOSING.  PURCHASER HAS NOT RELIED AND WILL NOT RELY ON,  AND
  SELLER  IS  NOT  LIABLE FOR OR BOUND BY, ANY EXPRESS  OR  IMPLIED
  WARRANTIES,    GUARANTIES,   STATEMENTS,    REPRESENTATIONS    OR
  INFORMATION  PERTAINING  TO  THE  PROPERTY  OR  RELATING  THERETO
  (INCLUDING  SPECIFICALLY, WITHOUT LIMITATION,  OFFERING  PACKAGES
  DISTRIBUTED  WITH RESPECT TO THE PROPERTY) MADE OR  FURNISHED  BY
  SELLER,  THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE  BROKER
  OR  AGENT  REPRESENTING  OR PURPORTING TO  REPRESENT  SELLER,  TO
  WHOMEVER  MADE  OR GIVEN, DIRECTLY OR INDIRECTLY,  ORALLY  OR  IN
  WRITING,   UNLESS  SPECIFICALLY  SET  FORTH  IN  THIS  AGREEMENT.
  PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS  AND
  TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS-IS."
  
             PURCHASER  REPRESENTS  TO SELLER  THAT  PURCHASER  HAS
  CONDUCTED,  OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS
  OF  THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL  AND
  ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR
  DESIRABLE  TO SATISFY ITSELF AS TO THE CONDITION OF THE  PROPERTY
  AND  THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN
  WITH  RESPECT  TO  ANY  HAZARDOUS  OR  TOXIC  SUBSTANCES  ON   OR
  DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME  AND
  NOT  UPON  ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER  OR
  ITS  AGENTS  OR EMPLOYEES WITH RESPECT THERETO, OTHER  THAN  SUCH
  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  SELLER  AS  ARE
  EXPRESSLY  SET FORTH IN THIS AGREEMENT.  UPON CLOSING,  PURCHASER
  SHALL  ASSUME  THE RISK THAT ADVERSE MATTERS, INCLUDING  BUT  NOT
  LIMITED  TO,  CONSTRUCTION  DEFECTS  AND  ADVERSE  PHYSICAL   AND
  ENVIRONMENTAL   CONDITIONS,  MAY  NOT  HAVE  BEEN   REVEALED   BY
  PURCHASER'S  INVESTIGATIONS, AND EXCEPT WITH RESPECT  TO  MATTERS
  WHICH BY THE EXPRESS TERMS OF THIS AGREEMENT SURVIVE CLOSING  AND
  EXCEPT  FOR  ANY CLAIMS ARISING OUT OF THE FRAUDULENT ACTIONS  OF
  SELLER,  PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
  RELINQUISHED   AND   RELEASED  SELLER  (AND  SELLER'S   OFFICERS,
  DIRECTORS,  SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND  AGAINST
  ANY  AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING  CAUSES
  OF  ACTION  IN  TORT),  LOSSES, DAMAGES, LIABILITIES,  COSTS  AND
  EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND  EVERY
  KIND  OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT  HAVE
  ASSERTED  OR  ALLEGED  AGAINST  SELLER  (AND  SELLER'S  OFFICERS,
  DIRECTORS,  SHAREHOLDERS, EMPLOYEES AND AGENTS) AT  ANY  TIME  BY
  REASON  OF  OR  ARISING OUT OF ANY LATENT OR PATENT  CONSTRUCTION
  DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OR ANY APPLICABLE LAWS
  AND  ANY AND ALL OTHER FACTS, OMISSIONS, EVENTS CIRCUMSTANCES  OR
  MATTERS REGARDING THE PROPERTY.
  
  A.         Section   SURVIVAL OF DISCLAIMERS.  THE PROVISIONS  OF
  THIS  ARTICLE IX SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS
  AGREEMENT.
  
  
                            I.   ARTICLE
  
                            MISCELLANEOUS
  
  A.         Section   Confidentiality.  Except as required by law,
  Purchaser   and  its  representatives  shall  hold  in  strictest
  confidence  all  data and information obtained  with  respect  to
  Seller  or  its business, whether obtained before  or  after  the
  execution and delivery of this Agreement, and shall not  disclose
  the  same to others; provided, however, that it is understood and
  agreed  that Purchaser may disclose such data and information  to
  the employees, lenders, consultants, accountants and attorneys of
  Purchaser  provided that such persons agree in writing  to  treat
  such  data  and information confidentially.  Notwithstanding  the
  foregoing,  Purchaser shall have no obligation  to  maintain  the
  confidentiality  of  any information which is  available  to  the
  public or which has been obtained from sources not subject to the
  provisions hereof.  In the event this Agreement is terminated  or
  Purchaser  fails to perform hereunder, Purchaser  shall  promptly
  return  to Seller any statements, documents, schedules,  exhibits
  or  other  written information obtained from Seller in connection
  with  this Agreement or the transaction contemplated herein.   In
  the  event of a breach or threatened breach by Purchaser  or  its
  agents  or representatives of this Section 10.1, Seller shall  be
  entitled to an injunction restraining Purchaser or its agents  or
  representatives  from  disclosing, in  whole  or  in  part,  such
  confidential  information.  Nothing herein shall be construed  as
  prohibiting  Seller from pursuing any other available  remedy  at
  law  or  in  equity  for such breach or threatened  breach.   The
  provisions of this Section 10.1 shall survive any termination  of
  this Agreement.
  
  A.         Section    Public Disclosure.  Except as  required  by
  law,  prior  to  the  Closing,  any  release  to  the  public  of
  information with respect to the sale contemplated herein  or  any
  matters set forth in this Agreement will be made only in the form
  reasonably  approved by Purchaser and Seller.  The provisions  of
  this   Section  10.2  shall  survive  any  termination  of   this
  Agreement.
  
  A.         Section    Assignment.  Subject to the  provisions  of
  this Section 10.3, the terms and provisions of this Agreement are
  to  apply to and bind the permitted successors and assigns of the
  parties hereto.  Except with respect to an assignment to a wholly-
  owned subsidiary, Purchaser may not assign its rights under  this
  Agreement  without  first  obtaining Seller's  written  approval,
  which  approval  may  be  given  or  withheld  in  Seller's  sole
  discretion.  In the event Purchaser intends to assign its  rights
  hereunder, (a) Purchaser shall send Seller written notice of  its
  request  at least five (5) business days prior to Closing,  which
  request  shall  include  the  legal name  and  structure  of  the
  proposed  assignee, as well as any other information that  Seller
  may  reasonably  request,  and (b)  Purchaser  and  the  proposed
  assignee  shall  execute  an assignment and  assumption  of  this
  Agreement in form and substance satisfactory to Seller,  and  (c)
  in  no  event shall any assignment of this Agreement  release  or
  discharge  Purchaser from any liability or obligation  hereunder.
  Notwithstanding  the  foregoing,  under  no  circumstances  shall
  Purchaser  have the right to assign this Agreement to any  person
  or  entity  owned  or controlled by an employee benefit  plan  if
  Seller's sale of the Property to such person or entity would,  in
  the  reasonable  opinion  of Seller's ERISA  advisor,  create  or
  otherwise  cause  a "prohibited transaction"  under  ERISA.   Any
  transfer,  directly  or  indirectly, of  any  stock,  partnership
  interest   or   other  ownership  interest  in  Purchaser   shall
  constitute  an  assignment of this Agreement.  The provisions  of
  this Section 10.3 shall survive the Closing or any termination of
  this Agreement.
  
  A.          Section    Notices.   Any  notice  pursuant  to  this
  Agreement shall be given in writing by (a) personal delivery, (b)
  reputable overnight delivery service with proof of delivery,  (c)
  United  States  Mail,  postage prepaid, registered  or  certified
  mail,   return  receipt  requested,  or  (d)  legible   facsimile
  transmission, sent to the intended addressee at the  address  set
  forth below, or to such other address or to the attention of such
  other  person as the addressee shall have designated  by  written
  notice  sent in accordance herewith, and shall be deemed to  have
  been given upon receipt or refusal to accept delivery, or, in the
  case  of  facsimile transmission, as of the date of the facsimile
  transmission provided that an original of such facsimile is  also
  sent to the intended addressee by means described in clauses (a),
  (b) or (c) above. Unless changed in accordance with the preceding
  sentence,  the  addresses  for notices  given  pursuant  to  this
  Agreement shall be as follows:
  
  If to Seller:       Brookdale Investors, L.P.
                      3343 Peachtree Road, N.E.
                      Suite 510
                      Atlanta, GA 30326
                      Attention: C.L. Davidson, III and
                                 Seabie W Hickson, III
                      Telephone No.  404/364-8080
                      Telecopy No.    404/364-8099
  
  with a copy to:     King & Spalding
                      191 Peachtree Street, N.E.
                      Atlanta, GA 30303-1763
                      Attention: Scott J. Arnold
                      Telephone No.: 404/572-4908
                      Telecopy No.: 404/572-5148
  
  If to Purchaser:    Parkway Properties, L.P.
                      Suite 1000, One Jackson Place
                      188 E. Capitol Street
                      Jackson, Mississippi 39201
                      Attention:  Steven G. Rogers  
                                  and  James  M. Ingram
                      Telephone No.: 601/948-4091
                      Telecopy No. : 601/949-4077
  
  with a copy to:     Forman Perry Watkins Krutz & Tardy, PLLC
                      1200 One Jackson Place
                      188 E. Capitol Street
                      Jackson, Mississippi   39201
                      Attention: Steven M. Hendrix
                      Telephone No.: 601/960-8600
                      Telecopy No.: 601/960-8609
  
  A.         Section     Modifications.  This Agreement  cannot  be
  changed orally, and no executory Agreement shall be effective  to
  waive,  change, modify or discharge it in whole or in part unless
  such  executory  Agreement is in writing and  is  signed  by  the
  parties   against   whom  enforcement  of  any  waiver,   change,
  modification or discharge is sought
  
  A.         Section   Entire Agreement.  This Agreement, including
  the  exhibits and schedules hereto, contains the entire Agreement
  between  the  parties  hereto pertaining to  the  subject  matter
  hereof  and fully supersedes all prior written or oral agreements
  and understandings between the parties pertaining to such subject
  matter.
  
  A.         Section   Further Assurances.  Each party agrees  that
  it  will  execute and deliver such other documents and take  such
  other  action, whether prior or subsequent to Closing, as may  be
  reasonably  requested  by  the  other  party  to  consummate  the
  transaction  contemplated by this Agreement.  The  provisions  of
  this Section 10.7 shall survive Closing.
  
  A.        Section   Counterparts.  This Agreement may be executed
  in  counterparts, all such executed counterparts shall constitute
  the  same  Agreement,  and the signature  of  any  party  to  any
  counterpart  shall be deemed a signature to, and may be  appended
  to, any other counterpart.
  
  A.         Section   Facsimile Signatures.  In order to  expedite
  the transaction contemplated herein, telecopied signatures may be
  used  in  place of original signatures on this Agreement.  Seller
  and  Purchaser  intend  to  be bound by  the  signatures  on  the
  telecopied document, are aware that the other party will rely  on
  the  telecopied signatures, and hereby waive any defenses to  the
  enforcement of the terms of this Agreement based on the  form  of
  signature.
  
  A.         Section    Severability.  If  any  provision  of  this
  Agreement  is determined by a court of competent jurisdiction  to
  be  invalid  or  unenforceable, the remainder of  this  Agreement
  shall nonetheless remain in full force and effect; provided  that
  the  invalidity  or unenforceability of such provision  does  not
  materially  adversely affect the benefits accruing to  any  party
  hereunder.
  
  A.         Section    Applicable Law.  This  Agreement  shall  be
  governed  by  and construed in accordance with the  laws  of  the
  State of Georgia.  Purchaser and Seller agree that the provisions
  of   this  Section  10.11  shall  survive  the  Closing  or   any
  termination of this Agreement.
  
  A.         Section    No Third-Party Beneficiary.  The provisions
  of  this  Agreement  and  of the documents  to  be  executed  and
  delivered  at Closing are and will be for the benefit  of  Seller
  and  Purchaser  only  and are not for the benefit  of  any  third
  party,  and accordingly, no third party shall have the  right  to
  enforce  the provisions of this Agreement or of the documents  to
  be executed and delivered at Closing.
  
  A.         Section   Captions.  The section headings appearing in
  this Agreement are for convenience of reference only and are  not
  intended,  to any extent and for any purpose, to limit or  define
  the text of any section or any subsection hereof.
  
  A.         Section   Construction.  The parties acknowledge  that
  the  parties  and  their counsel have reviewed and  revised  this
  Agreement and that the normal rule of construction to the  effect
  that  any  ambiguities  are to be resolved against  the  drafting
  party  shall  not  be  employed in  the  interpretation  of  this
  Agreement or any exhibits or amendments hereto.
  
  A.         Section    Recordation.  This  Agreement  may  not  be
  recorded by any party hereto without the prior written consent of
  the  other  party hereto.  The provisions of this  Section  10.15
  shall survive the Closing or any termination of this Agreement.
  
  A.         Section   Attorneys' Fees.  If either party  commences
  legal  proceedings for any relief against the other party arising
  out  of this Agreement or any documents, agreements, exhibits  or
  certificates contemplated hereby, the losing party shall pay  the
  prevailing   party's  reasonable  attorney's  fees   upon   final
  settlement, judgment or appeal thereof.
  
  A.         Section   Computation of Time Periods.  All periods of
  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 national holiday, such act or notice  may  be
  timely performed or given on the next succeeding day which is not
  a Saturday, Sunday or national holiday.
  
  
               [Signatures commence on following page]
                                  
                                  
                                  
                                  
             IN  WITNESS  WHEREOF,  the parties  hereto  have  duly
  executed this Agreement as of the Effective Date.
  
                      SELLER:
  
                      BROOKDALE INVESTORS, L.P.
                      a Delaware limited partnership, by its
                      sole general partner
  
                      By: Brookdale Partners, LLC
  
                      By:   ____________________________
                      Name:   C.L. Davidson, III
                      Title:     Manager
  
                      PURCHASER:
  
                      PARKWAY PROPERTIES, LP,
                      a Delaware limited partnership
  
                                 By:   Parkway  Properties  General
                      Partners,  Inc., a Delaware corporation,  its
                      sole general partner
  
                           By:  _____________________________
                           Name:   __________________________
                           Title:   _________________________
  
                           By:  _____________________________
                           Name:   __________________________
                           Title:   _________________________
  
                  [Signatures continue on next page]
  
  
          Escrow Agent executes this Agreement below solely for the
  purpose  of  acknowledging that it agrees  to  be  bound  by  the
  provisions of Sections 1.5 and 1.7 hereof.
  
                      ESCROW AGENT:
  
                      ________________________________
                      a ______________________________
  
  
                      By: ____________________________
                      Name: __________________________
                      Title: _________________________
  
  
                          EXHIBIT A-1/A-12
  
                         DESCRIPTION OF LAND
  
  
  
  
  
                          EXHIBIT B-1/B-12
  
                      LIST OF PERSONAL PROPERTY
  
  
  
                          EXHIBIT C-1/C-12
  
                    LIST OF OPERATING AGREEMENTS
  
  VENDOR         AGREEMENT      PURPOSE        TERM    CANCELLATION
  NAME           DATE                                  CLAUSE
  
  
  
  
                              EXHIBIT D
  
                    ALLOCATION OF PURCHASE PRICE
                                  
                              EXHIBIT E
  
                    LIST OF ENVIRONMENTAL REPORTS
  [e.g.   Phase I Environmental Report dated ____ prepared  by  XYZ
  Consultants]
  
  
  
                              EXHIBIT F
  
                        TENANT ESTOPPEL FORM
  
  
  
  Parkway Properties LP
  Suite 1000, One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi   39201
  
       RE: ________________________
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties LP and its successors or assigns ("Purchaser") and any
  applicable lender of Purchaser that:
  
            (a)   It  is  a  Tenant of a portion of  the  captioned
            property  under  a  certain  lease  (the  "Lease")   as
            follows:
  
            Landlord: ______________________
  
            Tenant: ________________________
  
            Lease Dated: ____________________
  
            Amendment(s) Dated (if any): __________________
  
            Current Annual Base Rent: _____________________
  
               Current    CAM   or   Operating   Expense   Charges:
  ______________
  
            Square Footage: ____________________
  
            Original term (or current option period, if applicable)
  expires: ___________
  
             Security  Deposit  and/or Lease Deposit  (if  any):  $
  ______________
  
             Outstanding Tenant Improvement Allowance (if  any):  $
  ____________
  
              Outstanding   Leasing   Commissions   (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)   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 or modified in any manner.
  
            (e)   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.
  
            (f)   To Tenant's knowledge 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 in any manner.
  
            (g)   All  requirements of the Lease have been complied
            with  and  no charges, set-offs or other credits  exist
            against the rentals.
  
            (h)   Tenant has no outstanding options to purchase  or
            right  of first refusal to purchase the leased premises
            nor  any part of the real property of which the  leased
            premises are a part.
  
            (i)   Tenant  has  not  assigned,  pledged,  mortgaged,
            sublet, encumbered or otherwise transferred any of  its
            interest under the Lease.
  
        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, and
  any lender thereof, that each of the foregoing representations is
  true, correct and complete as of the date hereof.
  
                                ___________________________
  
  Date: ___________________     By: _______________________
                                Name: _____________________
                                Title: ____________________
  
  
  
                              EXHIBIT G
  
  
                            FORM OF DEED
  
  [a  deed form is not included as it is a State specific document.
  The deed will be a limited or special warranty type deed in which
  the  Project will be conveyed subject to the Permitted Exceptions
  (as  described  in  Section 2.4 of this Sale  Agreement)  with  a
  warranty  of  title  by Seller as to the claims  of  all  persons
  claiming by, through or under Seller, but against none other.]
  
                              EXHIBIT H
  
                        FORM OF BILL OF SALE
  
        KNOW  ALL  MEN BY THESE PRESENTS, that BROOKDALE INVESTORS,
  L.P.,  a Delaware limited partnership (the "Seller"), for and  in
  consideration  of  the  sum  of Ten Dollars  and  other  valuable
  consideration to it in hand paid by _________________________,  a
  (the  "Purchaser")  , the receipt and sufficiency  of  which  are
  hereby acknowledged, hereby sells, assigns, transfers and conveys
  unto  said  Purchaser any and all of Seller's  right,  title  and
  interest  in  and to all tangible personal property located  upon
  the land described in Exhibit "A" attached hereto and hereby made
  a  part  hereof  (the "Land") or within the improvements  located
  thereon,  including, without limitation, any and all  appliances,
  furniture, artwork, planters, canopies, carpeting, draperies  and
  curtains,  tools and supplies, inventories, equipment  and  other
  items  of  personal property owned by Seller (excluding cash  and
  any  software), used exclusively in the operation of the Land and
  improvements, as is, where is, and without warranty of  title  or
  use, and without warranty, express or implied, of merchantability
  or fitness for a particular purpose, except as expressly provided
  herein.  Such personal property shall specifically include  those
  items  set  forth  on  Exhibit  "B" attached  hereto  and  herein
  incorporated  by  reference.  With respect only  to  those  items
  specifically listed on Exhibit "B", Seller warrants its title  to
  those  items against claims arising by, through or under  Seller,
  but not otherwise.
  
        TO  HAVE  AND  TO HOLD all of said personal  property  unto
  Purchaser, its successors and assigns, to its own use forever.
  
       IN WITNESS WHEREOF, Seller has executed this Bill of Sale as
  of the _____ day of _________, 199__
  
                                BROOKDALE INVESTORS, L.P.,
                                a  Delaware limited partnership, by
                                its sole general partner
  
                                By:  Brookdale Partners, LLC
                                By:  ______________________
                                C.L. Davidson, III
                                Manager
  
  
      [ACKNOWLEDGMENT AND/OR WITNESSES TO BE ADDED IF REQUIRED
                     UNDER APPLICABLE STATE LAW]
                            SCHEDULE "1"
                          LEGAL DESCRIPTION
                          [To be attached]
  
  
  
  
                              EXHIBIT I
  
                    FORM OF ASSIGNMENT OF LEASES
  
        THIS ASSIGNMENT OF LEASES (the "Assignment") is made as  of
  this  ______ day of __________, 1998 between BROOKDALE INVESTORS,
  L.P.,   a   Delaware   limited  partnership,   ("Assignor")   and
  ___________ a _________________ ("Assignee")
  
        For and in consideration of the sum of Ten Dollars ($10.00)
  and  other valuable consideration to it in hand paid by  Assignee
  to  Assignor, the conveyance by Assignor to Assignee of all  that
  certain real property being particularly described on Exhibit "A"
  attached  hereto and incorporated herein by this  reference  (the
  "Property"),  and  the  mutual covenants  herein  contained,  the
  receipt  and  sufficiency  of the foregoing  consideration  being
  hereby  acknowledged  by  the  parties  hereto,  Assignor  hereby
  assigns,  transfers, sets over and conveys  to  Assignee  all  of
  Assignor's right, title and interest in, to and under any and all
  existing   and   outstanding  leases,  licenses   and   occupancy
  agreements of the improvements comprising a part of the  Property
  as  described  on  Exhibit "B" attached hereto  and  incorporated
  herein  by this reference (collectively, the "Leases"),  together
  with all security deposits tendered under the Leases remaining in
  the possession of Assignor.
  
        Assignee  does  hereby assume and agree to perform  all  of
  Assignor's  obligations  under or  with  respect  to  the  Leases
  accruing  from  and  after  the date  hereof,  including  without
  limitation,  any  and all obligations to pay leasing  commissions
  and  finder's fees which are due or payable after the date hereof
  with  respect  to  the Leases, and claims made  by  tenants  with
  respect  to  the tenants' security deposits to the  extent  paid,
  credited or assigned to Assignee by Assignor.  Assignee agrees to
  indemnify,  protect, defend and hold Assignor harmless  from  and
  against  any  and  all liabilities, losses,  costs,  damages  and
  expenses  (including  reasonable  attorneys'  fees)  directly  or
  indirectly arising out of or related to any breach or default  in
  Assignee's  obligations hereunder.  Assignor shall remain  liable
  for  all of Assignor's obligations under or with respect  to  the
  Leases  accruing  prior to the date hereof.  Assignor  agrees  to
  indemnify,  protect, defend and hold Assignee harmless  from  and
  against  any  and  all liabilities, losses,  costs,  damages  and
  expenses  (including  reasonable  attorneys'  fees)  directly  or
  indirectly arising out of or related to any breach or default  in
  Assignor's obligations hereunder.
  
        This  Assignment  shall be binding upon and  inure  to  the
  benefit  of  Assignor  and Assignee and their  respective  heirs,
  executors, administrators, successors and assigns.
  
       This Assignment may be executed in two or more counterparts,
  each  of  which  shall be deemed an original, but  all  of  which
  together shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have each executed
  this Assignment as of the date first written above.
  
  
                                ASSIGNOR:
  
                                BROOKDALE INVESTORS, L.P.,
                                a  Delaware limited partnership, by
                                its sole general partner
  
                                By:  Brookdale Partners, LLC
  
  
                                By:
                                C.L. Davidson, III
                                Manager
  
  
                                ASSIGNEE:
  
                                ___________________________
                                a__________________________
  
                                By: ___________________________
                                    Name:
                                   Title:
  
            [ADD  STATE  SPECIFIC ACKNOWLEDGMENTS AND/OR  WITNESSES
            FOR ASSIGNOR AND ASSIGNEE]
  
  
                            SCHEDULE "1"
                          LEGAL DESCRIPTION
                                  
                            SCHEDULE "2"
                               LEASES
  
                          [To be attached]
  
                              EXHIBIT J
  
                   FORM OF ASSIGNMENT OF CONTRACTS
  
        THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES
  (the "Assignment") is made as of the _______ day of ______, 1998
  between BROOKDALE INVESTORS, L.P., a Delaware limited partnership
  ("Assignor")      and      ______________________________       a
  ________________________________ ("Assignee")
  
        For and in consideration of the sum of Ten Dollars ($10.00)
  and  other valuable consideration to it in hand paid by  Assignee
  to  Assignor, the conveyance by Assignor to Assignee of all  that
  certain real property being particularly described on Exhibit "A"
  attached  hereto and incorporated herein by this reference,  (the
  "Property"),  and  the  mutual covenants  herein  contained,  the
  receipt  and  sufficiency  of the foregoing  consideration  being
  hereby  acknowledged  by  the  parties  hereto,  Assignor  hereby
  assigns,  transfers,  sets over and convey  to  Assignee  all  of
  Assignor's  right, title and interest, to the extent  assignable,
  in, to and under any and all of the following, to wit:
  
       (i)  the  contracts and agreements listed and  described  on
            Exhibit "B" attached hereto and incorporated herein  by
            this reference (the "Contracts")
  
       (ii) all  existing  warranties and  guaranties  (express  or
            implied)  issued  to  Assignor in connection  with  the
            improvements or the personal property being conveyed to
            Assignee by Bill of Sale on the date hereof,
  
       (iii)      all  existing  permits, licenses,  approvals  and
            authorizations issued by any governmental authority  in
            connection with the Property, and
  
       (iv) the non-exclusive right to the name ______________
  
  All items described in (ii), (iii) and (iv) above are hereinafter
  collectively referred to as "Intangible Property."
  
        Assignee  does  hereby assume and agree to perform  all  of
  Assignor's   obligations  under  the  Contracts  and   Intangible
  Property  accruing  from  and after the  date  hereof.   Assignee
  agrees  to indemnify, protect, defend and hold Assignor  harmless
  from  and against any and all liabilities, losses, costs, damages
  and  expenses (including reasonable attorneys' fees) directly  or
  indirectly arising out of or related to any breach or default  in
  Assignee's  obligations hereunder.  Assignor shall remain  liable
  for  all  of  Assignor's  obligations  under  the  Contracts  and
  Intangible Property accruing prior to the date hereof.   Assignor
  agrees  to indemnify, protect, defend and hold Assignee  harmless
  from  and against any and all liabilities, losses, costs, damages
  and  expenses (including reasonable attorneys' fees) directly  or
  indirectly arising out of or related to any breach or default  in
  Assignor's obligations hereunder.
  
        This  Assignment  shall be binding upon and  inure  to  the
  benefit  of  Assignor  and Assignee and their  respective  heirs,
  executors, administrators, successors and assigns.
  
       This Assignment may be executed in two or more counterparts,
  each  of  which  shall be deemed an original, but  all  of  which
  together shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have each executed
  this Assignment as of the date first written above.
  
                                ASSIGNOR:
  
                                BROOKDALE INVESTORS, L.P.,
                                a  Delaware limited partnership, by
                                its sole general partner
  
                                By:  Brookdale Partners, LLC
  
                                By:
                                C.L. Davidson, III
                                Manager
  
                                ASSIGNEE:
                                ___________________________
                                a__________________________
  
                                By: _______________________
                                 Name:
                                 Title:
  
  
       [ADD  STATE  SPECIFIC ACKNOWLEDGMENTS AND/OR  WITNESSES  FOR
       ASSIGNOR AND ASSIGNEE]
  
                            SCHEDULE "1"
                          LEGAL DESCRIPTION
  
  
                            SCHEDULE "2"
                              CONTRACTS
  
                          [To be attached]
  
  
                              EXHIBIT K
  
                        FORM OF TENANT NOTICE
  
  TENANT NOTIFICATION LETTER
  [DATE OF SALE CLOSING]
  
  HAND DELIVERED
  
  TO:  All Tenants at [NAME AND AI)DRESS OF PROPERTY]
  
  RE:  [Name of Property]
       Notification Regarding Change of Ownership
  
  This letter is to notify you as a Tenant at _____________________
  (the  "Property"), that the Property has been sold  by  Brookdale
  Investors,  L.P., a Delaware limited partnership  ("Seller"),  to
  ___  a _______________________________ ("Purchaser").  As of  the
  date hereof, your Lease has been assigned by Seller to Purchaser.
  From the date of this letter, any and all unpaid rent as well  as
  all future rent, or any other amounts due under the terms of your
  Lease, shall be directed as follows:
  
            TO:_____________________________
            ATTN:___________________________
            AT: ____________________________
  
  As  part  of  the sale, all refundable tenant deposits,  if  any,
  actually  held by Seller with respect to the Property  have  been
  transferred  to,  and Seller's obligations with respect  to  such
  deposits have been assumed by, Purchaser as of the date  of  this
  letter.   Any and all payments of rent (or other sums  due  under
  your  Lease)  hereafter paid to any party  other  than  Purchaser
  shall not relieve you of the obligation of making said payment to
  Purchaser.
  
  Seller:        BROOKDALE INVESTORS, L.P.
                 a Delaware limited partnership
                 By: __________________________
                 Name:
                 Title:
  
                 Purchaser:_____________________
                 a _____________________________
                 By: ___________________________
                  Name:
                  Title:
  
  
                              EXHIBIT L
  
                     FORM OF FIRPTA CERTIFICATE
  
              CERTIFICATE REGARDING FOREIGN INVESTMENT
                      IN REAL PROPERTY TAX ACT
  
                         (ENTITY TRANSFEROR)
  
        Section 1445 of the Internal Revenue Code provides  that  a
  transferee  (purchaser)  of a U.S.  real property  interest  must
  withhold tax if the transferor (seller) is a foreign person.   To
  inform the transferee (purchaser) that withholding of tax is  not
  required upon the disposition of a U.S. real property interest by
  BROOKDALE   INVESTORS,  L.P.,  a  Delaware  limited   partnership
  ("Transferor") Transferor hereby certifies:
  
        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 Federal Employer Identification Number is
  ___________.
  
       3.   Transferor's office address is:
  
            3343 Peachtree Road, NE
            Suite 510
            Atlanta, Georgia 30326
  
       4.   The address or description of the property which is the
  subject matter of the disposition is ___________________________.
  
        Transferor  understands  that  this  certification  may  be
  disclosed to the Internal Revenue Service by transferee and  that
  any  false statement contained herein could be punished by  fine,
  imprisonment, or both.
  
        Transferor declares that it has examined this certification
  and  to the best of its knowledge and belief, it is true, correct
  and  complete, and further declares that the individual executing
  this certification on behalf of Transferor has full authority  to
  do so.
  
                           BROOKDALE INVESTORS, L.P.,
                           a Delaware limited partnership
  
                           By: ____________________________
  Dated: _______________   Name:
                           Title:
                              EXHIBIT M
  
                    LIST OF SPECIFIED LITIGATION
  
  
       [e.g. XYZ v. Brookdale Investors, L.P., action filed on
                    ________in ___________ court]
                              EXHIBIT N
  
                      LIST OF VIOLATION NOTICES
                                  
                              EXHIBIT O
  
                         SCHEDULE OF LEASES
                              EXHIBIT P
                                  
            Leasing Agreements and Commission Agreements
                             EXHIBIT P-1
                                  
    Tenant Inducement Costs and Leasing Commissions Attributed to
                               Seller
                              EXHIBIT Q
                                  
                           TENANT DEFAULTS
                              EXHIBIT R
  
                      {Form of Promissory Note]
  
                     AMENDMENT TO SALE AGREEMENT
  
  
       This Amendment, made and entered into as of this 13th day of
  February, 1998 by and between Brookdale Investors, L.P.
  ("Seller") and Parkway Properties LP ("Purchaser").
  
       WHEREAS, Purchaser and Seller entered into that certain Sale
  Agreement dated January 9, 1998, which was amended by that
  certain Amendment to Sale Agreement dated as of February 4, 1998
  (as amended, the "Contract"); and
  
       WHEREAS, Purchaser and Seller desire to further amend and
  modify the Contract as hereinafter set forth.
  
       NOW THEREFORE, for and in consideration of the Premises,
  $10.00 and other good and valuable consideration the receipt and
  sufficiency of which is hereby acknowledged by the parties,
  Purchaser and Seller, intending to be legally bound, do hereby
  agree as follows:
  
  1.        Defined Terms.  All capitalized terms used in this
  Amendment shall have the same meaning as in the Contract unless
  otherwise stated herein.
  
  1.        Inspection Period.  The Inspection Period shall end at
  5:00 p.m. Jackson, Mississippi time, Friday, February 20, 1998
  with respect to receipt and approval by Purchaser of: (i) the
  required minimum percentage of estoppel certificates for
  Executive Tower One, Moorefield III and One Commerce Green; (ii)
  information regarding the identified environmental issues
  relating to Sugar Creek Plaza; (iii) receipt of updated CC&R
  estoppels from the applicable associations; (iv) responses from
  Chicago Title regarding Executive Tower One and the Provident
  Building (Healthsource Building); (v) information regarding the
  height of the Belvedere building; and (vi) revised surveys for
  Belvedere and Loudoun Plaza.  Purchaser shall have a right to
  terminate the Contract prior to the expiration of the extended
  Inspection Period for any of the above referenced reasons and
  upon such termination shall receive a return of the Deposit.  The
  Inspection Period for all other purposes shall expire upon
  execution of this Amendment and the Deposit shall be non-
  refundable for all such other purposes.
  
  1.        Closing.  The Closing shall be held at the offices of
  King & Spalding, Atlanta, Georgia on February 26, 1998.
  
  1.        Miscellaneous.  In all other respects the Contract
  shall remain in full force and effect.  This Amendment may be
  executed in counterparts, all such executed counterparts shall
  constitute the same agreement and the signature of any party to
  any counterpart shall be deemed a signature to, and may be
  appended to, any other counterpart.  In order to expedite
  execution and delivery of this Amendment, telecopy signatures may
  be used in place of original signatures on this Amendment.
  Seller and Purchaser intend to be bound by the signatures on the
  telecopy document, are aware that the other parties will rely on
  the telecopy signatures and hereby waive any defenses to the
  enforcement of the terms of this Amendment based on the form of
  signature.  This Amendment shall be governed by and construed in
  accordance with the laws of the State of Georgia.
  
       IN WITNESS HEREOF, the parties hereto have duly executed
  this Amendment as of the date here first above written.
  
                           SELLER:
  
                           BROOKDALE INVESTORS, L.P., a Delaware
                           limited partnership, by its sole general
                           partner
  
                           By: Brookdale Partners, LLC
  
  
                           By:___________________________________
                           Name:_________________________________
                           Title: Manager
  
  
                           PURCHASER:
  
                           PARKWAY PROPERTIES LP, a Delaware
                           limited partnership
  
                                By:  Parkway Properties General
                                Partners, Inc., a Delaware
                                corporation, its sole general
                                partner
  
                                By:________________________
                                Steven G. Rogers
                                President & CEO
  
  
                                By:________________________
                                James M. Ingram,
                                SR. Vice President
  
  
                     AMENDMENT TO SALE AGREEMENT
  
  
       This Amendment, made and entered into as of this 13th day of
  February, 1998 by and between Brookdale Investors, L.P.
  ("Seller") and Parkway Properties LP ("Purchaser").
  
       WHEREAS, Purchaser and Seller entered into that certain Sale
  Agreement dated January 9, 1998, which was amended by that
  certain Amendment to Sale Agreement dated as of February 4, 1998
  (as amended, the "Contract"); and
  
       WHEREAS, Purchaser and Seller desire to further amend and
  modify the Contract as hereinafter set forth.
  
       NOW THEREFORE, for and in consideration of the Premises,
  $10.00 and other good and valuable consideration the receipt and
  sufficiency of which is hereby acknowledged by the parties,
  Purchaser and Seller, intending to be legally bound, do hereby
  agree as follows:
  
       1.   Defined Terms.  All capitalized terms used in this
  Amendment shall have the same meaning as in the Contract unless
  otherwise stated herein.
  
  2.   Inspection Period.  The Inspection Period shall expire as of
  February 13, 1998, except only that if the following items are
  not received by Purchaser on or before 3:00 p.m., Jackson,
  Mississippi time, February 20, 1998, then Purchaser may terminate
  the Contract as otherwise provided in Section 3.3 of the Contract
  on or before such date and time:
  
       (i)  If Purchaser approves, on or before the end of business on
              February 16, 1998, the proposed lease expansion of Nabors
              Industries, Inc. at One Commerce Green which was transmitted to
              Purchaser for approval on February 10, 1998, then the estoppel
              certificate currently outstanding from such tenant shall be
              executed and delivered, provided, however, if Purchaser declines
              to approve such proposed lease expansion by such deadline, then
              Purchaser waives receipt of such estoppel certificate confirms
              that the condition respecting receipt of satisfactory estoppel
              certificates under Section 3.4 of the Contract shall be deemed
              satisfied;
  
       (ii)   Receipt of updated CC&R estoppels from the
              applicable associates with respect to the following
              Projects:  Loudoun Plaza, Moorefield II, Lynwood
              Plaza, Glen Forest, Provident and One Commerce
              Green;
       
      (iii)   A certificate from the City of Addison, Texas
              addressed to Purchaser in substantially the same
              form as that obtained by Seller attached hereto as
              Exhibit 1; and
              
       (iv) Revised surveys for Belvedere and Loudoun Plaza.
  
       3.   Additional Right of Termination.  If Purchaser's
  environmental consultant, acting on Purchaser's behalf within the
  scope of the engagement agreement attached hereto as Exhibit-2,
  finds that soil or ground water contamination exists at the One
  Sugar Creek Project which is in excess of the applicable
  standards established by the Texas Natural Resources Conservation
  Commission, then Purchaser may deliver a notice of termination of
  the Contract on or before 3:00 p.m. Jackson, Mississippi time,
  February 20, 1998.  If Purchaser does not deliver any such notice
  on or prior to such deadline, then Purchaser shall be deemed to
  have accepted the One Sugar Creek Project and unless Purchaser
  shall have previously terminated the Contract pursuant to Section
  2 above, the transaction shall proceed to Closing as otherwise
  contemplated by the Contract.  If Purchaser elects to terminate
  the Contract hereunder on a timely basis, the Contract grants to
  Purchaser the right to conduct the environmental testing at the
  One Sugar Creek Project as described in the attached Exhibit 2,
  which testing must be completed on or before the end of business
  on Thursday, February 19, 1998.
  
       4.   Closing.  The Closing shall be held at the offices of
  King & Spalding, Atlanta, Georgia on February 26, 1998.
       
       5.   Miscellaneous.  In all other respects the Contract shall
  remain in full force and effect.  This Amendment may be executed
  in counterparts, all such executed counterparts shall constitute
  the same agreement and the signature of any party to any
  counterpart shall be deemed a signature to, and may be appended
  to, any other counterpart.  In order to expedite execution and
  delivery of this Amendment, telecopy signatures may be used in
  place of original signatures on this Amendment.  Seller and
  Purchaser intend to be bound by the signatures on the telecopy
  document, are aware that the other parties will rely on the
  telecopy signatures and hereby waive any defenses to the
  enforcement of the terms of this Amendment based on the form of
  signature.
  
       This Amendment shall be governed by and construed in
  accordance with the laws of the State of Georgia.
  
       IN WITNESS HEREOF, the parties hereto have duly executed
  this Amendment as of the date here first above written.
  
                           SELLER:
  
                           BROOKDALE INVESTORS, L.P., a Delaware
                           limited partnership, by its sole general
                           partner
  
                           By: BROOKDATE PARTNERS, LLC
  
  
                           By:___________________________________
                           Name:_________________________________
                           Title: Manager
  
  
                           PURCHASER:
  
                           PARKWAY PROPERTIES LP, a Delaware
                           limited partnership
  
                                By:  PARKWAY PROPERTIES GENERAL
                                PARTNERS, INC., a Delaware
                                corporation, its sole general
                                partner
  
                                By:________________________
                                Steven G. Rogers
                                President & CEO
  
  
                                By:________________________
                                James M. Ingram,
                                SR. Vice President
  
                                  
                                  
                                  
                                  
        AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                  
                                 OF
                                  
                        PARKWAY PROPERTIES LP
                                  
                           January 1, 1998
        AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                  
                                 OF
                                  
                        PARKWAY PROPERTIES LP
                                  
                                  
                          TABLE OF CONTENTS
  
  
                                                               PAGE
  
  
  
  ARTICLE 1
  DEFINED TERMS                                                   1
              Section 1.1    DEFINITIONS                          1
  
  ARTICLE 2
  ORGANIZATIONAL MATTERS                                         16
              Section 2.1    ORGANIZATION                        16
              Section 2.2    NAME                                16
              Section 2.3    RESIDENT AGENT; PRINCIPAL OFFICE    16
              Section 2.4    POWER OF ATTORNEY                   17
              Section 2.5    TERM                                18
  
  ARTICLE 3
  PURPOSE                                                        18
              Section 3.1    PURPOSE AND BUSINESS                18
              Section 3.2    POWERS                              18
              Section 3.3    PARTNERSHIP ONLY FOR PURPOSES 
                             SPECIFIED                           19
              Section 3.4    REPRESENTATIONS AND WARRANTIES
                             BY THE PARTIES                      19
  
  ARTICLE 4
  CAPITAL CONTRIBUTIONS                                          21
              Section 4.1    CAPITAL CONTRIBUTIONS OF THE
                             PARTNERS                            21
              Section 4.2    LOANS BY THIRD PARTIES              22
              Section 4.3    ADDITIONAL FUNDING AND CAPITAL 
                             CONTRIBUTIONS                       22
                             (a) GENERAL                         22
                             (b) GENERAL PARTNER LOANS           22
                             (c) ISSUANCE OF ADDITIONAL 
                                 PARTNERSHIP INTERESTS           22
                             (d) ISSUANCE OF REIT SHARES OR 
                                 OTHER SECURITIES BY THE COMPANY 23
                             (e) PERCENTAGE INTEREST ADJUSTMENTS 
                                 IN THE CASE OF CAPITAL
                                 CONTRIBUTIONS FOR PARTNERSHIP
                                 UNITS                           23
              Section 4.4        STOCK PLAN   24
              Section 4.5        NO THIRD PARTY BENEFICIARY   24
              Section 4.6        OTHER CONTRIBUTION PROVISIONS   24
  
  ARTICLE 5
  DISTRIBUTIONS                                                  25
              Section 5.1        REQUIREMENT AND 
                                 CHARACTERIZATION OF
                                 DISTRIBUTIONS                   25
              Section 5.2        DISTRIBUTIONS IN KIND           25
              Section 5.3        DISTRIBUTIONS UPON LIQUIDATION  25
              Section 5.4        DISTRIBUTIONS TO REFLECT
                                 ISSUANCE OF ADDITIONAL
                                 PARTNERSHIP INTERESTS           26
  
  ARTICLE 6
  ALLOCATIONS                                                    26
              Section 6.1        TIMING AND AMOUNT OF 
                                 ALLOCATIONS OF NET
                                 INCOME AND NET LOSS             26
              Section 6.2        GENERAL ALLOCATIONS             26
                                 (a)  IN GENERAL                 26
                                 (b)  ALLOCATIONS TO REFLECT 
                                      ISSUANCE OF ADDITIONAL 
                                      PARTNERSHIP INTERESTS      26
              Section 6.3        ADDITIONAL ALLOCATION PROVISIONS26
                                 (a)  REGULATORY ALLOCATIONS     26
              Section 6.4 TAX ALLOCATIONS                       29
                                 (a)  IN
                 GENERAL   29
  
  (b)ALLOCATIONS RESPECTING SECTION 704(C) REVALUATIONS   29
  
  ARTICLE 7
  MANAGEMENT AND OPERATIONS OF BUSINESS                                  29
              Section 7.1                               MANAGEMENT   29
              Section 7.2       CERTIFICATE OF LIMITED PARTNERSHIP   33
              Section 7.3 RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY     33
              Section 7.4     REIMBURSEMENT OF THE GENERAL PARTNER   36
              Section 7.5                CONTRACTS WITH AFFILIATES   36
              Section 7.6                          INDEMNIFICATION   37
              Section 7.7         LIABILITY OF THE GENERAL PARTNER   39
                    Section 7.8                                      OTHER MATTERS
                    CONCERNING THE GENERAL PARTNER              40
              Section 7.9              TITLE TO PARTNERSHIP ASSETS   40
              Section 7.10       RELIANCE BY THIRD
              PARTIES                                           41
  
  ARTICLE 8
  RIGHTS AND OBLIGATIONS OF LIMITED PARTNER                      41
              Section 8.1                  LIMITATION OF LIABILITY   41
              Section 8.2                   MANAGEMENT OF BUSINESS   42
              Section 8.3   OUTSIDE ACTIVITIES OF LIMITED PARTNERS   42
              Section 8.4                        RETURN OF CAPITAL   42
              Section 8.5   RIGHTS OF LIMITED PARTNERS RELATING
                            TO THE PARTNERSHIP                       43
              Section 8.6                        REDEMPTION RIGHTS   43
  
  ARTICLE 9
  BOOKS, RECORDS, ACCOUNTING AND REPORTS                         46
              Section 9.1                   RECORDS AND ACCOUNTING   46
              Section 9.2                              FISCAL YEAR   46
              Section 9.3                                  REPORTS   47
  
  ARTICLE 10
  TAX MATTERS                                                    47
              Section 10.1              PREPARATION OF TAX RETURNS   47
              Section 10.2                           TAX ELECTIONS   47
              Section 10.3                     TAX MATTERS PARTNER   47
              Section 10.4                 ORGANIZATIONAL EXPENSES   49
              Section 10.5                             WITHHOLDING   49
  
  ARTICLE 11
  TRANSFERS AND WITHDRAWALS                                      50
              Section 11.1                                TRANSFER   50
                    Section 11.2TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST
                    50
              Section 11.3LIMITED PARTNERS' RIGHTS TO TRANSFER  52
                                                                            (i)
                 GENERAL PARTNER RIGHT OF FIRST
  
  REFUSAL   52
                                                                            (ii)
                 QUALIFIED TRANSFEREE                           53
              Section 11.4            SUBSTITUTED LIMITED PARTNERS   54
              Section 11.5                               ASSIGNEES   55
              Section 11.6                      GENERAL PROVISIONS   55
  
  ARTICLE 12
  ADMISSION OF PARTNERS                                          57
              Section 12.1  ADMISSION OF SUCCESSOR GENERAL PARTNER   57
              Section 12.2ADMISSION OF ADDITIONAL LIMITED PARTNERS   57
                    Section 12.3AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED
                    PARTNERSHIP                                 58
  
  ARTICLE 13
  DISSOLUTION AND LIQUIDATION                                    58
              Section 13.1                             DISSOLUTION   58
              Section 13.2                              WINDING UP   59
                    Section 13.3COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS
                    60
              Section 13.4              RIGHTS OF LIMITED PARTNERS   61
              Section 13.5                   NOTICE OF DISSOLUTION   61
                    Section 13.6CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP
                    61
              Section 13.7          REASONABLE TIME FOR WINDING UP   61
              Section 13.8                     WAIVER OF PARTITION   62
  
  ARTICLE 14
  AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS                   62
              Section 14.1                              AMENDMENTS   62
              Section 14.2                  ACTION BY THE PARTNERS   62
  
  ARTICLE 15
  GENERAL PROVISIONS                                             63
              Section 15.1                    ADDRESSES AND NOTICE   63
              Section 15.2                     TITLES AND CAPTIONS   63
              Section 15.3                    PRONOUNS AND PLURALS   63
              Section 15.4                          FURTHER ACTION   64
              Section 15.5                          BINDING EFFECT   64
              Section 15.6                               CREDITORS   64
              Section 15.7                                  WAIVER   64
              Section 15.8                            COUNTERPARTS   64
              Section 15.9                          APPLICABLE LAW   64
              Section 15.10               INVALIDITY OF PROVISIONS   64
              Section 15.11     LIMITATION TO PRESERVE REIT STATUS   65
              Section 15.12                       ENTIRE AGREEMENT   65
              Section 15.13              NO RIGHTS AS STOCKHOLDERS   66
  
  EXHIBIT A
  Partners, Contributions and Partnership Interests              67
  
  EXHIBIT B
  Notice of Redemption                                           68
  
  EXHIBIT C
  Schedule of Partners' Ownership with Respect to Tenants        69
  
  EXHIBIT D
  Schedule of REIT Shares Actually or
  Constructively Owned by Limited Partners Other
  than those Acquired Pursuant to an Exchange                    70
  
        AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                 OF
                        PARKWAY PROPERTIES LP
  
  
            THIS AMENDED AND RESTATED AGREEMENT OF LIMITED
  PARTNERSHIP, dated as of January 1, 1998, is entered into by and
  among Parkway Properties Inc., a Maryland corporation (the
  "Company"), Parkway Properties General Partners Inc. ("PPGP"),
  together with any other Persons who become Partners in the
  Partnership as provided herein.
  
            WHEREAS, the limited partnership was formed pursuant to
  the Revised Uniform Limited Partnership Act of the State of
  Delaware by filing a certificate of limited partnership on
  January 6, 1997;
  
            WHEREAS, the Agreement of Limited Partnership of
  Parkway Properties LP was executed on January 3, 1997 with PPGP
  as the original general partner and the Company as the original
  Limited Partner, and amended on November 1, 1997;
  
            WHEREAS, the Company proposes to restructure its
  operations by contributing substantially all of its assets and
  properties to the Partnership in exchange for additional Limited
  Partnership interests;
  
            NOW, THEREFORE, BE IT RESOLVED, that for good and
  adequate consideration, the receipt of which is hereby
  acknowledged, the parties hereto agree as follows:
  
  
                              ARTICLE 1
                            DEFINED TERMS
  
            Section 1.1    DEFINITIONS
  
            The following definitions shall be for all purposes,
  unless otherwise clearly indicated to the contrary, applied to
  the terms used in this Agreement:
  
            "ACT" means the Delaware Revised Uniform Limited
  Partnership Act, as it may be amended from time to time, and any
  successor to such statute.
  
            "ADDITIONAL FUNDS" shall have the meaning set forth in
  Section 0.
  
            "ADDITIONAL LIMITED PARTNER" means a Person admitted to
  the Partnership as a Limited Partner pursuant to Section 0 hereof
  and who is shown as such on the books and records of the
  Partnership.
  
            "ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect
  to any Partner, the deficit balance, if any, in such Partner's
  Capital Account as of the end of the relevant fiscal year, after
  giving effect to the following adjustments:
  
            (a)  decrease such deficit by any amounts which such
  Partner is obligated, or is treated as obligated, to restore
  pursuant to this Agreement or is deemed to be obligated to
  restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or
  the penultimate sentence of each of Regulations Sections
  1.704-2(i)(5) and 1.704-2(g)(1); and
  
            (b)  increase such deficit by the items described in
  Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).
  
            The foregoing definition of Adjusted Capital Account
  Deficit is intended to comply with the provisions of Regulations
  Section 1.704-1(b)(2)(ii)(d) and
  shall be interpreted consistently therewith.
  
            "ADJUSTMENT DATE" means, with respect to any Capital
  Contribution, the close of business on the Business Day last
  preceding the date of the Capital Contribution, PROVIDED THAT, if
  such Capital Contribution is being made by the Company in respect
  of the proceeds from the issuance of REIT Shares (or the issuance
  of the Company's securities exercisable for, convertible into or
  exchangeable for REIT Shares), then the Adjustment Date shall be
  as of the close of business on the Business Day last preceding
  the date of the issuance of such securities.
  
            "AFFILIATE" means, with respect to any Person, any
  Person directly or indirectly controlling, controlled by or under
  common control with such Person.
  
            "AGENT" shall have the meaning set forth in Section 0.
  
            "AGREED VALUE" means (i) in the case of any Contributed
  Property set forth in Exhibit 0 and as of the time of its
  contribution to the Partnership, the Agreed Value of such
  property as set forth in Exhibit 0; (ii) in the case of any
  Contributed Property not set forth in Exhibit 0 and as of the
  time of its contribution to the Partnership, the fair market
  value of such property or other consideration as determined by
  the General Partner, reduced by any liabilities either assumed by
  the Partnership upon such contribution or to which such property
  is subject when contributed; and (iii) in the case of any
  property distributed to a Partner by the Partnership, the fair
  market value of such property as determined by the General
  Partner at the time such property is distributed, reduced by any
  liabilities either assumed by such Partner upon such distribution
  or to which such property is subject at the time of the
  distribution as determined under Section 752 of the Code and the
  Regulations thereunder.
  
            "AGREEMENT" means this Amended and Restated Agreement
  of Limited Partnership, as it may be amended, supplemented or
  restated from time to time.
  
            "APPRAISAL" means, with respect to any assets, the
  opinion of an independent third party experienced in the
  valuation of similar assets, selected by the General Partner in
  good faith; such opinion may be in the form of an opinion by such
  independent third party that the value for such property or asset
  as set by the General Partner is fair, from a financial point of
  view, to the Partnership.
  
            "ASSIGNEE" means a Person to whom one or more
  Partnership Units have been transferred in a manner permitted
  under this Agreement, but who has not become a Substituted
  Limited Partner, and who has the rights set forth in Section 0.
  
            "AVAILABLE CASH" means, with respect to any period for
  which such calculation is being made,
  
            (a)  the sum of:
  
                 (i)  the Partnership's Net Income or Net Loss (as
  the case may be) for such period,
  
                 (ii) Depreciation and all other noncash charges
  deducted in determining Net Income or Net Loss for such period,
  
                 (iii)     the amount of any reduction in reserves
  of the Partnership referred to in clause (b)(vi) below
  (including, without limitation, reductions resulting because the
  General Partner determines such amounts are no longer necessary),
  
                 (iv) the excess of the net proceeds from the sale,
  exchange, disposition, or refinancing of Partnership property for
  such period over the gain (or loss, as the case may be)
  recognized from any such sale, exchange, disposition, or
  refinancing during such period (excluding Terminating Capital
  Transactions), and
  
                 (v)  all other cash received by the Partnership
  for such period that was not included in determining Net Income
  or Net Loss for such period;
  
            (b)  less the sum of:
  
                 (vi) all principal debt payments made during such
  period by the Partnership,
  
                 (vii)     capital expenditures made by the
  Partnership during such period,
  
                 (viii)    investments in any entity (including
  loans made thereto) to the extent that such investments are not
  otherwise described in clause (vi) or (vii),
  
                 (ix) all other expenditures and payments not
  deducted in determining Net Income or Net Loss for such period,
  
                 (x)  any amount included in determining Net Income
  or Net Loss for such period that was not received by the
  Partnership during such period,
  
                 (xi) the amount of any increase in reserves
  established during such period which the General Partner
  determines are necessary or appropriate in its sole and absolute
  discretion, and
  
                 (xii)     the amount of any working capital
  accounts and other cash or similar balances which the General
  Partner determines to be necessary or appropriate in its sole and
  absolute discretion.
  
            Notwithstanding the foregoing, Available Cash shall not
  include any cash received or reductions in reserves, or take into
  account any disbursements made or reserves, established, after
  commencement of the dissolution and liquidation of the
  Partnership.
  
            "BUSINESS DAY" means any day except a Saturday, Sunday
  or other day on which commercial banks in New York, New York are
  authorized or required by law to be closed.
  
            "CAPITAL ACCOUNT" means, with respect to any Partner,
  the Capital Account maintained for such Partner in accordance
  with the following provisions:
  
            (a)  To each Partner's Capital Account there shall be
  added such Partner's Capital Contributions, such Partner's share
  of Net Income and any items in the nature of income or gain which
  are specially allocated pursuant to Section 0 hereof, and the
  amount of any Partnership liabilities assumed by such Partner or
  which are secured by any property distributed to such Partner.
  
            (b)  From each Partner's Capital Account there shall be
  subtracted the amount of cash and the Gross Asset Value of any
  property distributed to such Partner pursuant to any provision of
  this Agreement, such Partner's distributive share of Net Losses
  and any items in the nature of expenses or losses which are
  specially allocated pursuant to Section 0 hereof, and the amount
  of any liabilities of such Partner assumed by the Partnership or
  which are secured by any property contributed by such Partner to
  the Partnership.
  
            (c)  In the event any interest in the Partnership is
  transferred in accordance with the terms of this Agreement (which
  does not result in a termination of the Partnership for federal
  income tax purposes), the transferee shall succeed to the Capital
  Account of the transferor to the extent it relates to the
  transferred interest.
  
            (d)  In determining the amount of any liability for
  purposes of subsections (a) and (b) hereof, there shall be taken
  into account Code section 752(c) and any other applicable
  provisions of the Code and Regulations.
  
            (e)  The foregoing provisions and the other provisions
  of this Agreement relating to the maintenance of Capital Accounts
  are intended to comply with Regulations Sections 1.704-1(b) and
  1.704-2, and shall be interpreted and applied in a manner
  consistent with such Regulations.  In the event the General
  Partner shall determine that it is prudent to modify the manner
  in which the Capital Accounts, or any debits or credits thereto
  (including, without limitation, debits or credits relating to
  liabilities which are secured by contributed or distributed
  property or which are assumed by the Partnership, the General
  Partner, or the Limited Partners) are computed in order to comply
  with such Regulations, the General Partner may make such
  modification, PROVIDED THAT it is not likely to have a material
  effect on the amounts distributable to any Person pursuant to
  Article 0 of the Agreement upon the dissolution of the
  Partnership.  The General Partner also shall (i) make any
  adjustments that are necessary or appropriate to maintain
  equality between the Capital Accounts of the Partners and the
  amount of Partnership capital reflected on the Partnership's
  balance sheet, as computed for book purposes, in accordance with
  Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any
  appropriate modifications in the event unanticipated events might
  otherwise cause this Agreement not to comply with Regulations
  Section 1.704-1(b) or Section 1.704-2.
  
            "CAPITAL CONTRIBUTION" means, with respect to any
  Partner, the amount of money and the initial Gross Asset Value of
  any property (other than money) contributed to the Partnership by
  such Partner.
  
            "CASH AMOUNT" means, with respect to any Partnership
  Units subject to a Redemption, an amount of cash equal to the
  Deemed Partnership Interest Value attributable to such
  Partnership Units.
  
            "CERTIFICATE" means the Certificate of Limited
  Partnership relating to the Partnership filed in the office of
  the Secretary of State of Delaware, as amended from time to time
  in accordance with the terms hereof and the Act.
  
            "CHARTER" means the Articles of Incorporation of the
  Company filed with the Maryland State Department of Assessments
  and Taxation on May 17, 1996, as amended or restated from time to
  time.
  
            "CODE" means the Internal Revenue Code of 1986, as
  amended from time to time or any successor statute thereto, as
  interpreted by the applicable regulations thereunder.  Any
  reference herein to a specific section or sections of the Code
  shall be deemed to include a reference to any corresponding
  provision of future law.
  
            "CONSENT" means the consent to, approval of, or vote on
  a proposed action by a Partner given in accordance with Article 0
  hereof.
  
            "CONSENT OF THE LIMITED PARTNERS" means the Consent of
  a Majority In Interest of the Limited Partners, which Consent
  shall be obtained prior to the taking of any action for which it
  is required by this Agreement and may be given or withheld by a
  Majority in Interest of the Limited Partners, unless otherwise
  expressly provided herein, in their sole and absolute discretion.
  
            "CONSENT OF THE PARTNERS" means the Consent of Partners
  holding Percentage Interests that, in the aggregate are equal to
  or greater than 66 2/3% of the aggregate Percentage Interests of
  all Partners, which Consent shall be obtained prior to the taking
  of any action for which it is required by this Agreement and may
  be given or withheld by such Partners, in their sole and absolute
  discretion.
  
            "CONSENT OF THE SUPER MAJORITY LIMITED PARTNERS" means
  the consent of Limited Partners (other than the General Partner
  and any Limited Partner 50% or more of whose equity is owned,
  directly or indirectly, by the General Partner) holding
  Percentage Interests that, in the aggregate are equal to or
  greater than 66 2/3% of the aggregate Percentage Interests of all
  Limited Partners (other than the General Partner and any Limited
  Partner 50% or more of whose equity is owned, directly or
  indirectly, by the General Partner), which Consent shall be
  obtained prior to the taking of any action for which it is
  required by this Agreement and may be given or withheld by such
  Limited Partners, in their sole and absolute discretion.
  
            "CONSTRUCTIVELY OWN" means ownership under the
  constructive ownership rules of Section 856(d)(5) of the Code.
  
            "CONTRIBUTED PROPERTY" means each property or other
  asset, in such form as may be permitted by the Act, but excluding
  cash, contributed or deemed contributed to the Partnership (or,
  to the extent provided in applicable regulations, deemed
  contributed to the Partnership on termination and reconstitution
  thereof pursuant to Section 708 of the Code).
  
            "DEBT" means, as to any Person, as of any date of
  determination, (i) all indebtedness of such Person for borrowed
  money or for the deferred purchase price of property or services;
  (ii) all amounts owed by such Person to banks or other Persons in
  respect to reimbursement obligations under letters of credit,
  surety bonds and other similar instruments guaranteeing payment
  or other performance of obligations by such Person; (iii) all
  indebtedness for borrowed money or for the deferred purchase
  price of property or services secured by any lien on any property
  owned by such Person, to the extent attributable to such Person's
  interest in such property, even though such Person has not
  assumed or become liable for the payment thereof; and (iv) lease
  obligations of such Person which, in accordance with generally
  accepted accounting principles, should be capitalized.
  
            "DEEMED PARTNERSHIP INTEREST VALUE" means, as of any
  date with respect to any class of Partnership Interests, the
  Deemed Value of the Partnership Interests of such class
  multiplied by the applicable Partner's Percentage Interest of
  such class.
  
            "DEEMED VALUE OF THE PARTNERSHIP INTERESTS" means, as
  of any date with respect to any class of Partnership Interests,
  (i) the total number of shares of capital stock of the Company
  corresponding to the Percentage Interest of the Company in such
  class of Partnership Interests issued and outstanding as of the
  close of business on such date (excluding any treasury shares)
  multiplied by the Fair Market Value of a share of such capital
  stock on such date; (ii) DIVIDED BY the Percentage Interest of
  the General Partner in such class of Partnership Interests on
  such date.
  
            "DEPRECIATION" means, for each fiscal year or other
  period, an amount equal to the depreciation, amortization or
  other cost recovery deduction allowable with respect to an asset
  for such year or other period, except that if the Gross Asset
  Value of an asset differs from its adjusted basis for federal
  income tax purposes at the beginning of such year or other
  period, Depreciation shall be an amount which bears the same
  ratio to such beginning Gross Asset Value as the federal income
  tax depreciation, amortization or other cost recovery deduction
  for such year or other period bears to such beginning adjusted
  tax basis; PROVIDED, HOWEVER, that if the federal income tax
  depreciation, amortization or other cost recovery deduction for
  such year is zero, Depreciation shall be determined with
  reference to such beginning Gross Asset Value using any
  reasonable method selected by the General Partner.
  
            "EFFECTIVE DATE" means the date upon which
  contributions set forth on Exhibit 0 shall become completed.
  
            "ERISA" means the Employee Retirement Income Security
  Act of 1974, as amended, or any successor statute.
  
            "FAIR MARKET VALUE" means, with respect to any share of
  capital stock of the Company, the average of the daily market
  price for the ten (10) consecutive trading days immediately
  preceding the date with respect to which "Fair Market Value" must
  be determined hereunder or, if such date is not a Business Day,
  the immediately preceding Business Day.  The market price for
  each such trading day shall be: (i) if such shares are listed or
  admitted to trading on any securities exchange or the Nasdaq
  National Market, the closing price, regular way, on such day, or
  if no such sale takes place on such day, the average of the
  closing bid and asked prices on such day, (ii) if such shares are
  not listed or admitted to trading on any securities exchange or
  the Nasdaq National Market, the last reported sale price on such
  day or, if no sale takes place on such day, the average of the
  closing bid and asked prices on such day, as reported by a
  reliable quotation source designated by the Company, or (iii) if
  such shares are not listed or admitted to trading on any
  securities exchange or the Nasdaq National Market and no such
  last reported sale price or closing bid and asked prices are
  available, the average of the reported high bid and low asked
  prices on such day, as reported by a reliable quotation source
  designated by the Company, or if there shall be no bid and asked
  prices on such day, the average of the high bid and low asked
  prices, as so reported, on the most recent day (not more than 10
  days prior to the date in question) for which prices have been so
  reported; PROVIDED THAT, if there are no bid and asked prices
  reported during the 10 days prior to the date in question, the
  Fair Market Value of such shares shall be determined by the
  General Partner acting in good faith on the basis of such
  quotations and other information as it considers, in its
  reasonable judgment, appropriate.  In the event the REIT Shares
  Amount for such shares includes rights that a holder of such
  shares would be entitled to receive, then the Fair Market Value
  of such rights shall be determined by the General Partner acting
  in good faith on the basis of such quotations and other
  information as it considers, in its reasonable judgment,
  appropriate; and PROVIDED FURTHER THAT, in connection with
  determining the Deemed Value of the Partnership Interests for
  purposes of determining the number of additional Partnership
  Units issuable upon a Capital Contribution funded by an
  underwritten public offering of shares of capital stock of the
  Company, the Fair Market Value of such shares shall be the public
  offering price per share of such class of capital stock sold.
  
            "FUNDING DEBT" means the incurrence of any Debt by or
  on behalf of the General Partner for the purpose of providing
  funds to the Partnership.
  
            "GENERAL PARTNER" means Parkway Properties General
  Partners, Inc. or its successors as general partner of the
  Partnership.
  
            "GENERAL PARTNER INTEREST" means a Partnership Interest
  held by the General Partner.  A General Partner Interest may be
  expressed as a number of Partnership Units.
  
            "GENERAL PARTNER LOAN" shall have the meaning set forth
  in Section 0.
  
            "GENERAL PARTNER PAYMENT" shall have the meaning set
  forth in Section 0.
  
            "GROSS ASSET VALUE" means, with respect to any asset,
  the asset's adjusted basis for federal income tax purposes,
  except as follows:
  
            (a)  The initial Gross Asset Value of any asset
  contributed by a Partner to the Partnership shall be the gross
  fair market value of such asset, as determined by the
  contributing Partner and the General Partner (as set forth on
  Exhibit 0 attached hereto, as such Exhibit may be amended from
  time to time); PROVIDED THAT, if the contributing Partner is the
  General Partner then, except with respect to the General
  Partner's initial Capital Contribution which shall be determined
  as set forth on Exhibit 0, or capital contributions of cash, REIT
  Shares or other shares of capital stock of the General Partner,
  the determination of the fair market value of the contributed
  asset shall be determined by the price paid by the General
  Partner if the asset is acquired by the General Partner
  contemporaneously with its contribution to the Partnership.
  
            (b)  As of the times listed below, the Gross Asset
  Values of all Partnership assets shall be adjusted to equal their
  respective gross fair market values, as determined by the General
  Partner using such reasonable method of valuation as it may
  adopt, PROVIDED, HOWEVER, that for such purpose, the net value of
  all of the Partnership assets, in the aggregate, shall be equal
  to the Deemed Value of the Partnership Interests of all classes
  of Partnership Interests then outstanding, regardless of the
  method of valuation adopted by the General Partner:
  
                 (i)  the acquisition of an additional interest in
  the Partnership by a new or existing Partner in exchange for more
  than a de minimis Capital Contribution, if the General Partner
  reasonably determines that such adjustment is necessary or
  appropriate to reflect the relative economic interests of the
  Partners in the Partnership;
  
                 (ii) the distribution by the Partnership to a
  Partner of more than a de minimis amount of Partnership property
  as consideration for an interest in the Partnership if the
  General Partner reasonably determines that such adjustment is
  necessary or appropriate to reflect the relative economic
  interests of the Partners in the Partnership;
  
                 (iii)     the liquidation of the Partnership
  within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);
  and
  
                 (iv) at such other times as the General Partner
  shall reasonably determine necessary or advisable in order to
  comply with Regulations Sections 1.704-1(b) and 1.704-2.
  
            (c)  The Gross Asset Value of any Partnership asset
  distributed to a Partner shall be the gross fair market value of
  such asset (taking Section 7701(g) of the Code into account),
  without reduction for liabilities, on the date of distribution as
  determined by the distributee and the General Partner, or if the
  distributee and the General Partner cannot agree on such a
  determination, by Appraisal.
  
            (d)  The Gross Asset Values of Partnership assets shall
  be increased (or decreased) to reflect any adjustments to the
  adjusted basis of such assets pursuant to Code Section 734(b) or
  Code Section 743(b), but only to the extent that such adjustments
  are taken into account in determining Capital Accounts pursuant
  to Regulations Section 1.704-1(b)(2)(iv)(m); PROVIDED, HOWEVER,
  that Gross Asset Values shall not be adjusted pursuant to this
  subparagraph (d) to the extent that the General Partner
  reasonably determines that an adjustment pursuant to subparagraph
  (b) is necessary or appropriate in connection with a transaction
  that would otherwise result in an adjustment pursuant to this
  subparagraph (d).
  
            (e)  If the Gross Asset Value of a Partnership asset
  has been determined or adjusted pursuant to subparagraph (a), (b)
  or (d), such Gross Asset Value shall thereafter be adjusted by
  the Depreciation taken into account with respect to such asset
  for purposes of computing Net Income and Net Losses.
  
            "HOLDER" means either the Partner or Assignee owning a
  Partnership Unit.
  
            "IMMEDIATE FAMILY" means, with respect to any natural
  Person, such natural Person's estate or heirs or current spouse,
  parents, parents-in-law, children, siblings and grandchildren and
  any trust or estate, all of the beneficiaries of which consist of
  such Person or such Person's current spouse, parents,
  parents-in-law, children, siblings or grandchildren.
  
            "INCAPACITY" or "INCAPACITATED" means, (i) as to any
  individual Partner, death, total physical disability or entry by
  a court of competent jurisdiction adjudicating him or her
  incompetent to manage his or her Person or his or her estate;
  (ii) as to any corporation which is a Partner, the filing of a
  certificate of dissolution, or its equivalent, for the
  corporation or the revocation of its charter; (iii) as to any
  partnership which is a Partner, the dissolution and commencement
  of winding up of the partnership; (iv) as to any estate which is
  a Partner, the distribution by the fiduciary of the estate's
  entire interest in the Partnership; (v) as to any trustee of a
  trust which is a Partner, the termination of the trust (but not
  the substitution of a new trustee); or (vi) as to any Partner,
  the bankruptcy of such Partner.  For purposes of this definition,
  bankruptcy of a Partner shall be deemed to have occurred when (a)
  the Partner commences a voluntary proceeding seeking liquidation,
  reorganization or other relief under any bankruptcy, insolvency
  or other similar law now or hereafter in effect, (b) the Partner
  is adjudged as bankrupt or insolvent, or a final and
  nonappealable order for relief under any bankruptcy, insolvency
  or similar law now or hereafter in effect has been entered
  against the Partner, (c) the Partner executes and delivers a
  general assignment for the benefit of the Partner's creditors,
  (d) the Partner files an answer or other pleading admitting or
  failing to contest the material allegations of a petition filed
  against the Partner in any proceeding of the nature described in
  clause (b) above, (e) the Partner seeks, consents to or
  acquiesces in the appointment of a trustee, receiver or
  liquidator for the Partner or for all or any substantial part of
  the Partner's properties, (f) any proceeding seeking liquidation,
  reorganization or other relief under any bankruptcy, insolvency
  or other similar law now or hereafter in effect has not been
  dismissed within 120 days after the commencement thereof, (g) the
  appointment without the Partner's consent or acquiescence of a
  trustee, receiver or liquidator has not been vacated or stayed
  within 90 days of such appointment, or (h) an appointment
  referred to in clause (g) is not vacated within 90 days after the
  expiration of any such stay.
  
            "INDEMNITEE" means (i) any Person subject to a claim or
  demand or made or threatened to be made a party to, or involved
  or threatened to be involved in, a proceeding by reason of his or
  her status as (A) the General Partner or (B) a director or
  officer of the Partnership or the General Partner, and (ii) such
  other Persons (including Affiliates of the General Partner or the
  Partnership) as the General Partner may designate from time to
  time, in its sole and absolute discretion.
  
            "INDEPENDENT TRUST MANAGER" means a member of the
  General Partner's or the Company's Board of Directors who is not
  an officer of the General Partner or the Company.
  
            "IRS" means the Internal Revenue Service, which
  administers the internal revenue laws of the United States.
  
            "LIMITED PARTNER" means any Person named as a Limited
  Partner in Exhibit 0 attached hereto, as such Exhibit may be
  amended from time to time, or any Substituted Limited Partner or
  Additional Limited Partner, in such Person's capacity as a
  Limited Partner in the Partnership.
  
            "LIMITED PARTNERSHIP INTEREST" means a Partnership
  Interest of a Limited Partner representing a fractional part of
  the Partnership Interests of all Limited Partners and includes
  any and all benefits to which the holder of such a Partnership
  Interest may be entitled as provided in this Agreement, together
  with all obligations of such Person to comply with the terms and
  provisions of this Agreement.  A Limited Partnership Interest may
  be expressed as a number of Partnership Units.
  
            "LIQUIDATING EVENTS" shall have the meaning set forth
  in Section 0.
  
            "LIQUIDATOR" shall have the meaning set forth in
  Section 0.
  
            "MAJORITY IN INTEREST OF THE LIMITED PARTNERS" means
  Limited Partners (other than the General Partner and any Limited
  Partner 50% or more of whose equity is owned, directly or
  indirectly, by the General Partner) holding Percentage Interests
  that in the aggregate are greater than fifty percent (50%) of the
  aggregate Percentage Interests of all Limited Partners (other
  than the General Partner and any Limited Partner 50% or more of
  whose equity is owned, directly or indirectly, by the General
  Partner).
  
            "MAJORITY OF REMAINING PARTNERS" means Partners other
  than the General Partner owning (i) greater than fifty percent
  (50%) of the profits interests in the Partnership held by all
  Partners other than the General Partner, determined and allocated
  based on any reasonable estimate of profits from the relevant
  date to the projected termination of the Partnership and taking
  into account present and future allocations of profits under this
  Agreement as it is in effect on the relevant date, and (ii)
  greater than fifty percent (50%) of the capital interests in the
  Partnership, determined as of the relevant date under this
  Agreement, owned by all the Partners other than the General
  Partner.
  
            "NET INCOME" or "NET LOSS" means, for each fiscal year
  of the Partnership, an amount equal to the Partnership's taxable
  income or loss for such fiscal year, determined in accordance
  with Code Section 703(a) (for this purpose, all items of income,
  gain, loss, or deduction required to be stated separately
  pursuant to Code Section 703(a)(1) shall be included in taxable
  income or loss), with the following adjustments:
  
            (a)  Any income of the Partnership that is exempt from
  federal income tax and not otherwise taken into account in
  computing Net Income or Net Loss pursuant to this definition of
  Net Income or Net Loss shall be added to such taxable income or
  loss;
  
            (b)  Any expenditures of the Partnership described in
  Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
  expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)
  and not otherwise taken into account in computing Net Income or
  Net Loss pursuant to this definition of Net Income or Net Loss
  shall be subtracted from such taxable income or loss;
  
            (c)  In the event the Gross Asset Value of any
  Partnership asset is adjusted pursuant to subparagraph (b) or
  subparagraph (c) of the definition of Gross Asset Value, the
  amount of such adjustment shall be taken into account as gain or
  loss from the disposition of such asset for purposes of computing
  Net Income or Net Loss;
  
            (d)  Gain or loss resulting from any disposition of
  property with respect to which gain or loss is recognized for
  federal income tax purposes shall be computed by reference to the
  Gross Asset Value of the property disposed of, notwithstanding
  that the adjusted tax basis of such property differs from its
  Gross Asset Value;
  
            (e)  In lieu of the depreciation, amortization, and
  other cost recovery deductions taken into account in computing
  such taxable income or loss, there shall be taken into account
  Depreciation for such fiscal year;
  
            (f)  To the extent an adjustment to the adjusted tax
  basis of any Partnership asset pursuant to Code Section 734(b) or
  Code Section 743(b) is required pursuant to Regulations Section
  1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining
  Capital Accounts as a result of a distribution other than in
  liquidation of a Partner's interest in the Partnership, the
  amount of such adjustment shall be treated as an item of gain (if
  the adjustment increases the basis of the asset) or loss (if the
  adjustment decreases the basis of the asset) from the disposition
  of the asset and shall be taken into account for purposes of
  computing Net Income or Net Loss; and
  
            (g)  Notwithstanding any other provision of this
  definition of Net Income or Net Loss, any items which are
  specially allocated pursuant to Section 0 hereof shall not be
  taken into account in computing Net Income or Net Loss.  The
  amounts of the items of Partnership income, gain, loss, or
  deduction available to be specially allocated pursuant to Section
  0 hereof shall be determined by applying rules analogous to those
  set forth in this definition of Net Income or Net Loss.
  
            "NEW SECURITIES" means (i) any rights, options,
  warrants or convertible or exchangeable securities having the
  right to subscribe for or purchase REIT Shares or other shares of
  capital stock of the Company, excluding grants under any Stock
  Plan, or (ii) any Debt issued by the Company that provides any of
  the rights described in clause (i).
  
            "NONRECOURSE DEDUCTIONS" shall have the meaning set
  forth in Regulations Section 1.704-2(b)(1), and the amount of
  Nonrecourse Deductions for a Partnership Year shall be determined
  in accordance with the rules of Regulations Section 1.704-2(c).
  
            "NONRECOURSE LIABILITY" shall have the meaning set
  forth in Regulations Section 1.752-1(a)(2).
  
            "NOTICE OF REDEMPTION" means the Notice of Redemption
  substantially in the form of Exhibit 0 to this Agreement.
  
            "PARTNER" means a General Partner or a Limited Partner,
  and "PARTNERS" means the General Partner and the Limited
  Partners.
  
            "PARTNER MINIMUM GAIN" means an amount, with respect to
  each Partner Nonrecourse Debt, equal to the Partnership Minimum
  Gain that would result if such Partner Nonrecourse Debt were
  treated as a Nonrecourse Liability, determined in accordance with
  Regulations Section 1.704-2(i)(3).
  
            "PARTNER NONRECOURSE DEBT" shall have the meaning set
  forth in Regulations Section 1.704-2(b)(4).
  
            "PARTNER NONRECOURSE DEDUCTIONS" shall have the meaning
  set forth in Regulations Section 1.704-2(i)(2), and the amount of
  Partner Nonrecourse Deductions with respect to a Partner
  Nonrecourse Debt for a Partnership Year shall be determined in
  accordance with the rules of Regulations Section 1.704-2(i)(2).
  
            "PARTNERSHIP" means the limited partnership formed
  under the Act and pursuant to this Agreement, and any successor
  thereto.
  
            "PARTNERSHIP INTEREST" means an ownership interest in
  the Partnership of either a Limited Partner or the General
  Partner and includes any and all benefits to which the holder of
  such a Partnership Interest may be entitled as provided in this
  Agreement, together with all obligations of such Person to comply
  with the terms and provisions of this Agreement.  There may be
  one or more classes of Partnership Interests as provided in
  Section 0.  A Partnership Interest may be expressed as a number
  of Partnership Units.  Unless otherwise expressly provided for by
  the General Partner at the time of the original issuance of any
  Partnership Interests, all Partnership Interests (whether of a
  Limited Partner or a General Partner) shall be of the same class.
  
            "PARTNERSHIP MINIMUM GAIN" shall have the meaning set
  forth in Regulations Section 1.704-2(b)(2), and the amount of
  Partnership Minimum Gain, as well as any net increase or decrease
  in Partnership Minimum Gain, for a Partnership Year shall be
  determined in accordance with the rules of Regulations Section
  1.704-2(d).
  
            "PARTNERSHIP RECORD DATE" means the record date
  established by the General Partner for the distribution of
  Available Cash pursuant to Section 0 hereof which record date
  shall be the same as the record date established by the General
  Partner for a distribution to its stockholders of some or all of
  its portion of such distribution.
  
            "PARTNERSHIP UNIT" means, with respect to any class of
  Partnership Interest, a fractional, undivided share of such class
  of Partnership Interest issued pursuant to Sections 0 and 0.  The
  ownership of Partnership Units may be evidenced by a certificate
  for units substantially as the General Partner may determine with
  respect to any class of Partnership Units issued from time to
  time under Sections 0 and 0.
  
            "PARTNERSHIP YEAR" means the fiscal year of the
  Partnership, which shall be the calendar year.
  
            "PERCENTAGE INTEREST" means, as to a Partner holding a
  class of Partnership Interests, its interest in the Partnership
  as determined by dividing the Partnership Units of such class
  owned by such Partner by the total number of Partnership Units of
  such class then outstanding as specified in Exhibit 0 attached
  hereto, as such Exhibit may be amended from time to time.  If the
  Partnership issues more than one class of Partnership Interest,
  the interest in the Partnership among the classes of Partnership
  Interests shall be determined as set forth in the amendment to
  the Partnership Agreement setting forth the rights and privileges
  of such additional classes of Partnership Interest, if any, as
  contemplated by Section 0 hereof.
  
            "PERSON" means an individual or a corporation,
  partnership, limited liability company, trust, unincorporated
  organization, association or other entity.
  
            "PLEDGE" shall have the meaning set forth in Section 0.
  
            "PROPERTIES" means such interests in real property and
  personal property including, without limitation, fee interests,
  interests in ground leases, interests in joint ventures,
  interests in mortgages, and Debt instruments, as the Partnership
  may hold from time to time.
  
            "QUALIFIED REIT SUBSIDIARY" means any Subsidiary of the
  Company that is a "qualified REIT subsidiary" within the meaning
  of Section 856(i) of the Code.
  
            "QUALIFIED TRANSFEREE" means an "Accredited Investor"
  as defined in Rule 501 promulgated under the Securities Act.
  
            "REDEMPTION" shall have the meaning set forth in
  Section 0.
  
            "REGULATIONS" means the Income Tax Regulations
  promulgated under the Code, as such regulations may be amended
  from time to time (including corresponding provisions of
  succeeding regulations).
  
            "REGULATORY ALLOCATIONS" shall have the meaning set
  forth in Section 0 of this Agreement.
  
            "REIT" means a real estate investment trust under
  Section 856 of the Code.
  
            "REIT REQUIREMENTS" shall have the meaning set forth in
  Section 0.
  
            "REIT SHARE" means a share of common stock of the
  Company.
  
            "REIT SHARES AMOUNT" means, as of any date, (i) with
  respect to Tendered Units, an aggregate number of REIT Shares
  equal to the number of such Tendered Units, as adjusted pursuant
  to Section 0 (in the event the Company acquires material assets,
  other than on behalf of the Partnership) and for stock dividends
  and distributions, stock splits and subdivisions, reverse stock
  splits and combinations, distributions of rights, warrants or
  options, and distributions of evidences of indebtedness or assets
  received by the Company pursuant to a distribution by the
  Partnership other than a pro rata distribution to all Partners
  based on their respective Percentage Interests, and (ii) with
  respect to Partnership Units in any other context, the amount of
  REIT Shares determined in accordance with clause (i) assuming for
  such purpose that all such Partnership Units are Tendered Units.
  
            "SECURITIES ACT" means the Securities Act of 1933, as
  amended, and the rules and regulations of the Securities and
  Exchange Commission promulgated thereunder.
  
            "SECURITIES EXCHANGE ACT" means the Securities Act of
  1934, as amended, and the rules and regulations of the Securities
  and Exchange Commission promulgated thereunder.
  
            "SPECIFIED REDEMPTION DATE" means the day of receipt by
  the General Partner of a Notice of Redemption.
  
            "STOCK PLAN" means any stock incentive, stock option,
  stock ownership or employee benefits plan of the Company.
  
            "SUBSIDIARY" means, with respect to any Person, any
  corporation or other entity of which a majority of (i) the voting
  power of the voting equity securities or (ii) the outstanding
  equity interests is owned, directly or indirectly, by such
  Person.
  
            "SUBSIDIARY PARTNERSHIP" means any partnership that is
  a Subsidiary of the Partnership.
  
            "SUBSTITUTE GENERAL PARTNER" means a Person who is
  admitted as a successor General Partner to the Partnership
  pursuant to Section 0.
  
            "SUBSTITUTED LIMITED PARTNER" means a Person who is
  admitted as a Limited Partner to the Partnership pursuant to
  Section 0.
  
            "TAX ITEMS" shall have the meaning set forth in Section
  0.
  
            "TENANT" means any tenant from which the Company
  derives rent either directly or indirectly through partnerships,
  including the Partnership.
  
            "TENDERED UNITS" shall have the meaning set forth in
  Section 0.
  
            "TENDERING PARTNER" shall have the meaning set forth in
  Section 0.
  
            "TERMINATING CAPITAL TRANSACTION" means any sale or
  other disposition of all or substantially all of the assets of
  the Partnership or a related series of transactions that, taken
  together, result in the sale or other disposition of all or
  substantially all of the assets of the Partnership.
  
  
                              ARTICLE 2
                       ORGANIZATIONAL MATTERS
  
                      Section 2.1    ORGANIZATION
  
            The Partnership is a limited partnership formed
  pursuant to the provisions of the Act and upon the terms and
  conditions set forth in this Agreement.  Except as expressly
  provided herein, the rights and obligations of the Partners and
  the administration and termination of the Partnership shall be
  governed by the Act.  The Partnership Interest of each Partner
  shall be personal property for all purposes.
  
                      Section 2.2    NAME
  
            The name of the Partnership is Parkway Properties LP.
  The Partnership's business may be conducted under any other name
  or names deemed advisable by the General Partner, including the
  name of the General Partner or any Affiliate thereof.  The words
  "Limited Partnership," "L.P.," "Ltd." or similar words or letters
  shall be included in the Partnership's name where necessary for
  the purposes of complying with the laws of any jurisdiction that
  so requires.  The General Partner in its sole and absolute
  discretion may change the name of the Partnership at any time and
  from time to time and shall notify the Limited Partners of such
  change in the next regular communication to the Limited Partners.
  
                      Section 2.3    RESIDENT AGENT; PRINCIPAL
                      OFFICE
  
            The name and address of the resident agent of the
  Partnership in the State of Delaware shall be United Corporate
  Services, Inc., 15 Corporation Trust Center, 1209 Charge Street,
  Wilmington, New Castle County, Delaware 19801 or such other
  person as the General Partner may select in its sole discretion.
  The registered office of the Partnership in the State of Delaware
  shall be United Corporate Services, Inc. at such address or such
  other location as the General Partner may select in its sole
  discretion.  The Partnership may maintain offices at such other
  place or places within or outside the State of Delaware as the
  General Partner deems advisable.
  
                      Section 2.4    POWER OF ATTORNEY
  
            (a)  Each Limited Partner and each Assignee constitutes
  and appoints the General Partner, any Liquidator, and authorized
  officers and attorneys-in-fact of each, and each of those acting
  singly, in each case with full power of substitution, as its true
  and lawful agent and attorney-in-fact, with full power and
  authority in its name, place and stead to:
  
                 (i)  execute, swear to, acknowledge, deliver, file
  and record in the appropriate public offices (a) all
  certificates, documents and other instruments (including, without
  limitation, this Agreement and the Certificate and all amendments
  or restatements thereof) that the General Partner or the
  Liquidator deems appropriate or necessary to form, qualify or
  continue the existence or qualification of the Partnership as a
  limited partnership (or a partnership in which the Limited
  Partners have limited liability) in the State of Delaware and in
  all other jurisdictions in which the Partnership may conduct
  business or own property; (b) all instruments that the General
  Partner or any Liquidator deems appropriate or necessary to
  reflect any amendment, change, modification or restatement of
  this Agreement in accordance with its terms; (c) all conveyances
  and other instruments or documents that the General Partner or
  any Liquidator deems appropriate or necessary to reflect the
  dissolution and liquidation of the Partnership pursuant to the
  terms of this Agreement, including, without limitation, a
  certificate of cancellation; (d) all instruments relating to the
  admission, withdrawal, removal or substitution of any Partner
  pursuant to, or other events described in, Article 0, 0 or 0
  hereof or the Capital Contribution of any Partner; and (e) all
  certificates, documents and other instruments relating to the
  determination of the rights, preferences and privileges of
  Partnership Interests; and
  
                 (ii) execute, swear to, acknowledge and file all
  ballots, consents, approvals, waivers, certificates and other
  instruments appropriate or necessary, in the sole and absolute
  discretion of the General Partner or any Liquidator, to make,
  evidence, give, confirm or ratify any vote, consent, approval,
  agreement or other action which is made or given by the Partners
  hereunder or is consistent with the terms of this Agreement or
  appropriate or necessary, in the sole discretion of the General
  Partner or any Liquidator, to effectuate the terms or intent of
  this Agreement.
  
            Nothing contained herein shall be construed as
  authorizing the General Partner or any Liquidator to amend this
  Agreement except in accordance with Article 0 hereof or as may be
  otherwise expressly provided for in this Agreement.
  
            (b)  The foregoing power of attorney is hereby declared
  to be irrevocable and a power coupled with an interest, in
  recognition of the fact that each of the Partners will be relying
  upon the power of the General Partner and any Liquidator to act
  as contemplated by this Agreement in any filing or other action
  by it on behalf of the Partnership, and it shall survive and not
  be affected by the subsequent Incapacity of any Limited Partner
  or Assignee and the transfer of all or any portion of such
  Limited Partner's or Assignee's Partnership Units and shall
  extend to such Limited Partner's or Assignee's heirs, successors,
  assigns and personal representatives.  Each such Limited Partner
  or Assignee hereby agrees to be bound by any representation made
  by the General Partner or any Liquidator, acting in good faith
  pursuant to such power of attorney; and each such Limited Partner
  or Assignee hereby waives any and all defenses which may be
  available to contest, negate or disaffirm the action of the
  General Partner or any Liquidator, taken in good faith under such
  power of attorney and in accordance with the provisions of this
  Agreement.  Each Limited Partner or Assignee shall execute and
  deliver to the General Partner or any Liquidator, within 15 days
  after receipt of the General Partner's or Liquidator's request
  therefor, such further designation, powers of attorney and other
  instruments as the General Partner or the Liquidator, as the case
  may be, deems necessary to effectuate this Agreement and the
  purposes of the Partnership.
  
                      Section 2.5    TERM
  
            The term of the Partnership commenced on January 6,
  1997 and shall continue until December 31, 2057 unless it is
  dissolved sooner pursuant to the provisions of Article 0 or as
  otherwise provided by law.
  
  
                              ARTICLE 3
                               PURPOSE
  
                      Section 3.1    PURPOSE AND BUSINESS
  
            The purpose and nature of the business to be conducted
  by the Partnership is (i) to conduct any business that may be
  lawfully conducted by a limited partnership organized pursuant to
  the Act, PROVIDED, HOWEVER, that such business shall be limited
  to and conducted in such a manner as to permit the Company at all
  times to be classified as a REIT for federal income tax purposes,
  unless the Company ceases to qualify as a REIT for reasons other
  than the conduct of the business of the Partnership, (ii) to
  enter into any partnership, joint venture or other similar
  arrangement to engage in any business described in the foregoing
  clause (i) or to own interests in any entity engaged, directly or
  indirectly, in any such business and (iii) to do anything
  necessary or incidental to the foregoing.  In connection with the
  foregoing, and without limiting the Company's right in its sole
  discretion to cease qualifying as a REIT, the Partners
  acknowledge that the Company's current status as a REIT inures to
  the benefit of all the Partners and not solely the Company.
  
                      Section 3.2    POWERS
  
            The Partnership is empowered to do any and all acts and
  things necessary, appropriate, proper, advisable, incidental to
  or convenient for the furtherance and accomplishment of the
  purposes and business described herein and for the protection and
  benefit of the Partnership, including, without limitation, full
  power and authority, directly or through its ownership interest
  in other entities, to enter into, perform and carry out contracts
  of any kind, borrow money and issue evidences of indebtedness,
  whether or not secured by mortgage, deed of trust, pledge or
  other lien, acquire and develop real property, and manage, lease,
  sell, transfer and dispose of real property; PROVIDED, HOWEVER,
  that the Partnership shall not take, or refrain from taking, any
  action which, in the judgment of the General Partner, in its sole
  and absolute discretion, (i) could adversely affect the ability
  of the Company to continue to qualify as a REIT, (ii) could
  subject the Company to any taxes under Section 857 or Section
  4981 of the Code, or (iii) could violate any law or regulation of
  any governmental body or agency having jurisdiction over the
  Company or its securities, unless any such action (or inaction)
  under (i), (ii) or (iii) shall have been specifically consented
  to by the Company in writing.
  
                      Section 3.3    PARTNERSHIP ONLY FOR PURPOSES
                      SPECIFIED
  
            The Partnership shall be a partnership only for the
  purposes specified in Section 0 hereof, and this Agreement shall
  not be deemed to create a partnership among the Partners with
  respect to any activities whatsoever other than the activities
  within the purposes of the Partnership as specified in Section 0
  hereof.  Except as otherwise provided in this Agreement, no
  Partner shall have any authority to act for, bind, commit or
  assume any obligation or responsibility on behalf of the
  Partnership, its properties or any other Partner.  No Partner, in
  its capacity as a Partner under this Agreement, shall be
  responsible or liable for any indebtedness or obligation of
  another Partner, nor shall the Partnership be responsible or
  liable for any indebtedness or obligation of any Partner,
  incurred either before or after the execution and delivery of
  this Agreement by such Partner, except as to those
  responsibilities, liabilities, indebtedness or obligations
  incurred pursuant to and as limited by the terms of this
  Agreement and the Act.
  
                      Section 3.4    REPRESENTATIONS AND WARRANTIES
                      BY THE PARTIES
  
            (a)  Each Partner that is an individual represents and
  warrants to each other Partner that (i) such Partner has, in the
  case of any Person other than an individual, the power and
  authority, and in the case of an individual, the legal capacity
  to enter into this Agreement and perform such Partner's
  obligations hereunder, (ii) the consummation of the transactions
  contemplated by this Agreement to be performed by such Partner
  will not result in a breach or violation of, or a default under,
  any agreement by which such Partner or any of such Partner's
  property is or are bound, or any statute, regulation, order or
  other law to which such Partner is subject, (iii) such Partner is
  neither a "foreign person" within the meaning of Section 1445(f)
  of the Code nor a "foreign partner" within the meaning of Section
  1446(e) of the Code, and (iv) this Agreement has been duly
  executed and delivered by such Partner and is binding upon, and
  enforceable against, such Partner in accordance with its terms.
  
            (b)  Each Partner that is not an individual represents
  and warrants to each other Partner that (i) it has the requisite
  corporate or other power and authority to enter into this
  Agreement, (ii) its execution and delivery of this Agreement, and
  performance of all transactions contemplated by this Agreement to
  be performed by it, have been duly authorized by all necessary
  action, including, without limitation, that of its general
  partner(s), committee(s), trustee(s), beneficiaries, directors
  and/or stockholder(s), as the case may be, as required, (iii) the
  consummation of such transactions shall not result in a breach or
  violation of, or a default under, its certificate of limited
  partnership, partnership agreement, trust agreement, limited
  liability company operating agreement, charter, by-laws or other
  organizational documents, as the case may be, any agreement by
  which such Partner or any of such Partner's properties or any of
  its partners, beneficiaries, trustees or stockholders, as the
  case may be, is or are bound, or any statute, regulation, order
  or other law to which such Partner or any of its partners,
  trustees, beneficiaries or stockholders, as the case may be, is
  or are subject, (iv) such Partner is neither a "foreign person"
  within the meaning of Section 1445(f) of the Code nor a "foreign
  partner" within the meaning of Section 1446(e) of the Code, and
  (v) this Agreement has been duly executed and delivered by such
  Partner and is binding upon, and enforceable against, such
  Partner in accordance with its terms.
  
            (c)  Each Partner represents, warrants and agrees that
  it has acquired and continues to hold its interest in the
  Partnership for its own account for investment only and not for
  the purpose of, or with a view toward, the resale or distribution
  of all or any part thereof, nor with a view toward selling or
  otherwise distributing such interest or any part thereof at any
  particular time or under any predetermined circumstances.  Each
  Partner further represents and warrants that it is a
  sophisticated investor, able and accustomed to handling
  sophisticated financial matters for itself, particularly real
  estate investments, and that it has a sufficiently high net worth
  that it does not anticipate a need for the funds it has invested
  in the Partnership in what it understands to be a highly
  speculative and illiquid investment.
  
            (d)  Each Partner further represents, warrants and
  agrees as follows:
  
                 (i)  Except as provided in Exhibit 0, it does not
  and will not, without the prior written consent of the General
  Partner, actually own or Constructively Own (a) with respect to
  any Tenant that is a corporation, any stock of such Tenant, and
  (b) with respect to any Tenant that is not a corporation, any
  interests in either the assets or net profits of such Tenant;
  PROVIDED, HOWEVER, that so long as there are fewer than 20
  Partners, each partner may own or Constructively Own (x) with
  respect to any Tenant that is a corporation, stock of such Tenant
  possessing up to, but not more than, one-half of one percent
  (0.5%) of the total combined voting power of all classes of stock
  entitled to vote and one-half of one percent (0.5%) of the total
  number of shares of all classes of stock of such Tenant and (y)
  with respect to any Tenant that is not a corporation, interests
  in such Tenant representing up to, but not more than, one-half of
  one percent (0.5%) of the assets and one-half of one percent
  (0.5%) of the net profits of such Tenant, so long as such actual
  or Constructive Ownership otherwise permitted under clause (x) or
  (y) would not cause the General Partner to receive amounts
  described in Section 856(d)(2)(B) of the Code.
  
                 (ii) Except as provided in Exhibit 0, it does not,
  and agrees that it will not without the prior written consent of
  the General Partner, actually own or Constructively Own, any
  stock in the Company, other than any REIT Shares or other shares
  of capital stock of the Company such Partner may acquire (a) as a
  result of an exchange of Tendered Units pursuant to Section 0 or
  (b) upon the exercise of options granted or delivery of REIT
  Shares pursuant to any Stock Plan, or (c) in open market
  transactions, in each case subject to the ownership limitations
  set forth in the Charter.
  
                 (iii)     Upon request of the General Partner, it
  will disclose to the General Partner the amount of REIT Shares or
  other shares of capital stock of the Company that it actually
  owns or Constructively Owns.
  
                 (iv) It understands that if, for any reason, (a)
  the representations, warranties or agreements set forth in d(i)
  or (ii) above are violated, or (b) the Partner's actual or
  Constructive ownership of REIT Shares or other shares of capital
  stock of the Company violates the limitations set forth in the
  Charter, then (1) some or all of the Redemption rights of the
  Partners may become non-exercisable, and (2) some or all of the
  REIT Shares owned by the Partners may be automatically converted
  to Excess Shares, as provided in the Charter.
  
            (e)  The representations and warranties contained in
  Sections 0 - 0 hereof shall survive the execution and delivery of
  this Agreement by each Partner and the dissolution and windup of
  the Partnership.
  
            (f)  Each Partner hereby acknowledges that no
  representations as to potential profit, cash flows, funds from
  operations or yield, if any, in respect of the Partnership or the
  General Partner have been made by any Partner or any employee or
  representative or Affiliate of any Partner, and that projections
  and any other information, including, without limitation,
  financial and descriptive information and documentation, which
  may have been in any manner submitted to such Partner shall not
  constitute any representation or warranty of any kind or nature,
  express or implied.
  
  
                              ARTICLE 4
                        CAPITAL CONTRIBUTIONS
  
                      Section 4.1    CAPITAL CONTRIBUTIONS OF THE
                      PARTNERS
  
            The Partners confirm that they have made the Capital
  Contributions as set forth in Exhibit 0 to this Agreement.  The
  Partners shall own Partnership Units of the class and in the
  amounts set forth in Exhibit 0 and shall have a Percentage
  Interest in the Partnership as set forth in Exhibit 0, which
  Percentage Interest shall be adjusted in Exhibit 0 from time to
  time by the General Partner to the extent necessary to reflect
  accurately exchanges, redemptions, Capital Contributions, the
  issuance of additional Partnership Units or similar events having
  an effect on a Partner's Percentage Interest.  Except as required
  by law or as otherwise provided in Sections 0, 0 and 0, no
  Partner shall be required or permitted to make any additional
  Capital Contributions or loans to the Partnership.  Unless
  otherwise specified by the General Partner at the time of the
  creation of any class of Partnership Interests, the corresponding
  class of capital stock for any Partnership Units issued shall be
  REIT Shares.
  
                      Section 4.2    LOANS BY THIRD PARTIES
  
            Subject to Section 0, the Partnership may incur Debt,
  or enter into other similar credit, guarantee, financing or
  refinancing arrangements for any purpose (including, without
  limitation, in connection with any further acquisition of
  Properties) with any Person that is not the General Partner upon
  such terms as the General Partner determines appropriate.
  
                      Section 4.3    ADDITIONAL FUNDING AND CAPITAL
                      CONTRIBUTIONS
  
            (a)  GENERAL.  The General Partner may, at any time and
  from time to time, determine that the Partnership requires
  additional funds ("Additional Funds") for the acquisition of
  additional Properties or for such other Partnership purposes as
  the General Partner may determine.  Additional Funds may be
  raised by the Partnership, at the election of the General
  Partner, in any manner provided in, and in accordance with, the
  terms of this Section 0.  No Person shall have any preemptive,
  preferential or similar right or rights to subscribe for or
  acquire any Partnership Interest.
  
            (b)  GENERAL PARTNER LOANS.  The General Partner or an
  Affiliate may enter into a Funding Debt, including, without
  limitation, a Funding Debt that is convertible into REIT shares,
  and lend the Additional Funds to the Partnership (a "General
  Partner Loan").  If the General Partner enters into such a
  Funding Debt, the General Partner Loan will consist of the net
  proceeds from such Funding Debt and will be on comparable terms
  and conditions, including principal amount, interest rate,
  repayment schedule and costs and expenses, as shall be applicable
  with respect to or incurred in connection with such Funding Debt.
  
            (c)  ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS.  The
  General Partner, in its sole and absolute discretion, may raise
  all or any portion of the Additional Funds by accepting
  additional Capital Contributions, including, without limitation,
  the issuance of Partnership Units for interests in real property.
  In connection with any such additional Capital Contributions (of
  cash or property), the General Partner is hereby authorized to
  cause the Partnership from time to time to issue to Partners
  (including the General Partner or the Company) or other persons
  (including, without limitation, in connection with the
  contribution of property to the Partnership) additional
  Partnership Units or other Partnership Interests in one or more
  classes, or one or more series of any of such classes, with such
  designations, preferences and relative, participating, optional
  or other special rights, powers, and duties, including rights,
  powers, and duties senior to then existing Limited Partnership
  Interests, all as shall be determined by the General Partner in
  its sole and absolute discretion subject to Delaware law, and as
  set forth in an amendment to this Agreement, including, without
  limitation, (i) the allocations of items of Partnership income,
  gain, loss, deduction, and credit to such class or series of
  Partnership Interests; (ii) the right of each such class or
  series of Partnership Interests to share in Partnership
  distributions; (iii) the rights of each such class or series of
  Partnership Interests upon dissolution and liquidation of the
  Partnership; and (iv) the right to vote; PROVIDED THAT no such
  additional Partnership Units or other Partnership Interests shall
  be issued to the Company unless either (a) the additional
  Partnership Interests are issued in connection with the grant,
  award, or issuance of shares of the General Partner pursuant to
  Section 0 below, which shares have designations, preferences, and
  other rights (except voting rights) such that the economic
  interests attributable to such shares are substantially similar
  to the designations, preferences and other rights of the
  additional Partnership Interests issued to the Company in
  accordance with this Section 0, (b) the additional Partnership
  Interests are issued to all Partners holding Partnership
  Interests in the same class in proportion to their respective
  Percentage Interests in such class or (c) pursuant to Section 0;
  PROVIDED FURTHER, that no such additional Partnership Units or
  Partnership Interests shall be issued if such issuance would
  cause, or in the opinion of counsel selected by the General
  Partner, could cause (i) the Partnership to become, with respect
  to any employee benefit plan subject to Title I of ERISA or
  Section 4975 of the Code, a "party in interest" (as defined in
  Section 3(14) of ERISA) or a "disqualified person" (as defined in
  Section 4975(e) of the Code); and (ii) any portion of the assets
  of the Partnership to constitute assets of any employee benefit
  plan pursuant to Section 2510.3-101 of the regulations of the
  United States Department of Labor.  In the event that the
  Partnership issues additional Partnership Units or Partnership
  Interests pursuant to this Section 0, the General Partner shall
  make such revisions to this Agreement (including but not limited
  to the revisions described in Section 0, Section 0, and Section
  0) as it determines are necessary to reflect the issuance of such
  additional Partnership Interests.
  
            (d)  ISSUANCE OF REIT SHARES OR OTHER SECURITIES BY THE
  COMPANY.  Except as contemplated by Section 0, the Company shall
  not issue any additional REIT Shares (other than REIT Shares
  issued pursuant to Section 0 hereof or pursuant to a dividend or
  distribution (including any stock split) of REIT Shares to all of
  its stockholders), other shares of capital stock of the Company
  or New Securities unless the Company shall make a Capital
  Contribution of the net proceeds from the issuance of such
  additional REIT Shares, other shares of capital stock or New
  Securities, as the case may be, and from the exercise of the
  rights contained in such additional New Securities, as the case
  may be.  The Company's Capital Account shall be increased by the
  amount of cash so contributed.
  
            (e)  PERCENTAGE INTEREST ADJUSTMENTS IN THE CASE OF
  CAPITAL CONTRIBUTIONS FOR PARTNERSHIP UNITS.  Upon the acceptance
  of additional Capital Contributions in exchange for Partnership
  Units, the Percentage Interest related to such Partnership Units
  shall be equal to a fraction, the numerator of which is equal to
  the amount of cash and the Agreed Value of the Property
  contributed as of the Business Day immediately preceding the date
  on which the additional Capital Contributions are made (an
  "Adjustment Date") and the denominator of which is equal to the
  sum of (i) the Deemed Value of the Partnership Interests of such
  class (computed as of the Business Day immediately preceding the
  Adjustment Date) and (ii) the aggregate amount of additional
  Capital Contributions contributed to the Partnership on such
  Adjustment Date in respect of such class of Partnership
  Interests.  The Percentage Interest of each other Partner holding
  Partnership Interests of such class not making a full pro rata
  Capital Contribution shall be adjusted to equal a fraction, the
  numerator of which is equal to the sum of (i) the Deemed
  Partnership Interest Value of such Limited Partner of such class
  (computed as of the Business Day immediately preceding the
  Adjustment Date) and (ii) the amount of additional Capital
  Contributions made by such Partner to the Partnership in respect
  of such class of Partnership Interests as of such Adjustment
  Date, and the denominator of which is equal to the sum of (i) the
  Deemed Value of the Partnership Interests of such class (computed
  as of the Business Day immediately preceding the Adjustment
  Date), and (ii) the aggregate amount of additional Capital
  Contributions contributed to the Partnership on such Adjustment
  Date in respect of such class.  Notwithstanding the foregoing,
  solely for purposes of calculating a Partner's Percentage
  Interest pursuant to this Section 0, cash Capital Contributions
  by the Company will be deemed to equal the cash contributed by
  the Company plus, in the case of cash contributions funded by an
  offering of any capital stock of the Company, the offering costs
  attributable to the cash contributed to the Partnership.
  
                      Section 4.4    STOCK PLAN
  
            If at any time or from time to time the Company sells
  or issues REIT Shares pursuant to any Stock Plan, the Company
  shall contribute any proceeds therefrom to the Partnership as an
  additional Capital Contribution and shall receive an amount of
  additional Partnership Units equal to the number of REIT Shares
  so sold or issued.  The Company's Capital Account shall be
  increased by the amount of cash so contributed.
  
                      Section 4.5    NO THIRD PARTY BENEFICIARY
  
            No creditor or other third party having dealings with
  the Partnership shall have the right to enforce the right or
  obligation of any Partner to make Capital Contributions or loans
  or to pursue any other right or remedy hereunder or at law or in
  equity, it being understood and agreed that the provisions of
  this Agreement shall be solely for the benefit of, and may be
  enforced solely by, the parties hereto and their respective
  successors and assigns.  None of the rights or obligations of the
  Partners herein set forth to make Capital Contributions or loans
  to the Partnership shall be deemed an asset of the Partnership
  for any purpose by any creditor or other third party, nor may
  such rights or obligations be sold, transferred or assigned by
  the Partnership or pledged or encumbered by the Partnership to
  secure any debt or other obligation of the Partnership or of any
  of the Partners.
  
                      Section 4.6    OTHER CONTRIBUTION PROVISIONS
  
            In the event that any Partner is admitted to the
  Partnership and is given a Capital Account in exchange for
  services rendered to the Partnership, such transaction shall be
  treated by the Partnership and the affected Partner as if the
  Partnership had compensated such Partner in cash, and the Partner
  had contributed such cash to the capital of the Partnership.  In
  addition, with the consent of the General Partner, one or more
  Limited Partners may enter into contribution agreements with the
  Partnership which have the effect of providing a guarantee of
  certain obligations of the Partnership.
  
  
                              ARTICLE 5
                            DISTRIBUTIONS
  
                      Section 5.1    REQUIREMENT AND
                      CHARACTERIZATION OF DISTRIBUTIONS
  
            The General Partner shall cause the Partnership to
  distribute quarterly all, or such portion as the General Partner
  may in its discretion determine, of Available Cash generated by
  the Partnership during such quarter to the Partners who are
  Partners on the Partnership Record Date with respect to such
  quarter, (1) first, with respect to any Partnership Interests
  that are entitled to any preference in distribution, in
  accordance with the rights of such class of Partnership Interests
  (and within such class, pro rata in proportion to the respective
  Percentage Interests on such Partnership Record Date), and, (2)
  second, with respect to Partnership Interests that are not
  entitled to any preference in distribution, pro rata to each such
  class in accordance with the terms of such class (and within each
  such class, pro rata in proportion with the respective Percentage
  Interests on such Partnership Record Date).  Unless otherwise
  expressly provided for herein or in an agreement at the time a
  new class of Partnership Interests is created in accordance with
  Article 0 hereof, no Partnership Interest shall be entitled to a
  distribution in preference to any other Partnership Interest.
  The General Partner shall take such reasonable efforts, as
  determined by it in its sole and absolute discretion, and
  consistent with the qualification of the Company as a REIT, to
  cause the Partnership to distribute sufficient amounts to enable
  the Company to pay stockholder dividends that will (a) satisfy
  the requirements for qualifying as a REIT under the Code and
  Regulations ("REIT Requirements"), and (b) avoid any federal
  income or excise tax liability of the Company.
  
                      Section 5.2    DISTRIBUTIONS IN KIND
  
            No right is given to any Partner to demand and receive
  property other than cash.  The General Partner may determine, in
  its sole and absolute discretion, to make a distribution in kind
  to the Partners of Partnership assets, and such assets shall be
  distributed in such a fashion as to ensure that the fair market
  value is distributed and allocated in accordance with Articles 0,
  0 and 0.
  
                      Section 5.3    DISTRIBUTIONS UPON LIQUIDATION
  
            Proceeds from a Terminating Capital Transaction shall
  be distributed to the Partners in accordance with Section 0.
  
                      Section 5.4    DISTRIBUTIONS TO REFLECT
                      ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS
  
            In the event that the Partnership issues additional
  Partnership Interests to the General Partner, the Company, or any
  Additional Limited Partner pursuant to Section 0 or 0 hereof, the
  General Partner shall make such revisions to this Article 0 as it
  determines are necessary to reflect the issuance of such
  additional Partnership Interests.
  
  
                              ARTICLE 6
                             ALLOCATIONS
  
                      Section 6.1    TIMING AND AMOUNT OF
                      ALLOCATIONS OF NET INCOME AND NET LOSS
  
            Net Income and Net Loss of the Partnership shall be
  determined and allocated with respect to each fiscal year of the
  Partnership as of the end of each such year.  Subject to the
  other provisions of this Article 0, an allocation to a Partner of
  a share of Net Income or Net Loss shall be treated as an
  allocation of the same share of each item of income, gain, loss
  or deduction that is taken into account in computing Net Income
  or Net Loss.
  
                      Section 6.2    GENERAL ALLOCATIONS
  
            (a)  IN GENERAL.  Except as otherwise provided in this
  Article 0, Net Income and Net Loss shall be allocated to each of
  the Partners holding the same class of Partnership Interests in
  accordance with their respective Percentage Interest of such
  class.
  
            (b)  ALLOCATIONS TO REFLECT ISSUANCE OF ADDITIONAL
  PARTNERSHIP INTERESTS.  In the event that the Partnership issues
  additional Partnership Interests to the General Partner, the
  Company, or any Additional Limited Partner pursuant to Section 0
  or 0 hereof, the General Partner shall make such revisions to
  this Section 0 as it determines are necessary to reflect the
  terms of the issuance of such additional Partnership Interests,
  including making preferential allocations to certain classes of
  Partnership Interests.
  
                      Section 6.3    ADDITIONAL ALLOCATION
                      PROVISIONS
  
            Notwithstanding the foregoing provisions of this
  Article 0:
  
            (a)  REGULATORY ALLOCATIONS.
  
                 (i)  MINIMUM GAIN CHARGEBACK.  Except as otherwise
  provided in Regulations Section 1.704-2(f), notwithstanding the
  provisions of Section 0 of the Agreement, or any other provision
  of this Article 0, if there is a net decrease in Partnership
  Minimum Gain during any fiscal year, each Partner shall be
  specially allocated items of Partnership income and gain for such
  year (and, if necessary, subsequent years) in an amount equal to
  such Partner's share of the net decrease in Partnership Minimum
  Gain, as determined under Regulations Section 1.704-2(g).
  Allocations pursuant to the previous sentence shall be made in
  proportion to the respective amounts required to be allocated to
  each Partner pursuant thereto.  The items to be allocated shall
  be determined in accordance with Regulations Sections
  1.704-2(f)(6) and 1.704-2(j)(2).  This Section 0 is intended to
  qualify as a "minimum gain chargeback" within the meaning of
  Regulation Section 1.704-2(f) which shall be controlling in the
  event of a conflict between such Regulation and this Section 0.
  
                 (ii) PARTNER MINIMUM GAIN CHARGEBACK.  Except as
  otherwise provided in Regulations Section 1.704-2(i)(4), and
  notwithstanding the provisions of Section 0 of the Agreement, or
  any other provision of this Article 0 (except Section 0), if
  there is a net decrease in Partner Minimum Gain attributable to a
  Partner Nonrecourse Debt during any fiscal year, each Partner who
  has a share of the Partner Minimum Gain attributable to such
  Partner Nonrecourse Debt, determined in accordance with
  Regulations Section 1.704-2(i)(5), shall be specially allocated
  items of Partnership income and gain for such year (and, if
  necessary, subsequent years) in an amount equal to such Partner's
  share of the net decrease in Partner Minimum Gain attributable to
  such Partner Nonrecourse Debt, determined in accordance with
  Regulations Section 1.704-2(i)(4).  Allocations pursuant to the
  previous sentence shall be made in proportion to the respective
  amounts required to be allocated to each General Partner and
  Limited Partner pursuant thereto.  The items to be so allocated
  shall be determined in accordance with Regulations Sections
  1.704-2(i)(4) and 1.704-2(j)(2).  This Section 0 is intended to
  qualify as a "chargeback of partner nonrecourse debt minimum
  gain" within the meaning of Regulation Section 1.704-2(i) which
  shall be controlling in the event of a conflict between such
  Regulation and this Section 0.
  
                 (iii)     NONRECOURSE DEDUCTIONS AND PARTNER
  NONRECOURSE DEDUCTIONS.  Any Nonrecourse Deductions for any
  fiscal year shall be specially allocated to the Partners in
  accordance with their Percentage Interests.  Any Partner
  Nonrecourse Deductions for any fiscal year shall be specially
  allocated to the Partner(s) who bears the economic risk of loss
  with respect to the Partner Nonrecourse Debt to which such
  Partner Nonrecourse Deductions are attributable, in accordance
  with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).
  
                 (iv) QUALIFIED INCOME OFFSET.  If any Partner
  unexpectedly receives an adjustment, allocation or distribution
  described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or
  (6), items of Partnership income and gain shall be allocated, in
  accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to the
  Partner in an amount and manner sufficient to eliminate, to the
  extent required by such Regulations, the Adjusted Capital Account
  Deficit of the Partner as quickly as possible provided that an
  allocation pursuant to this Section 0 shall be made if and only
  to the extent that such Partner would have an Adjusted Capital
  Account Deficit after all other allocations provided in this
  Article 0 have been tentatively made as if this Section 0 were
  not in the Agreement.  It is intended that this Section 0 qualify
  and be construed as a "qualified income offset" within the
  meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be
  controlling in the event of a conflict between such Regulations
  and this Section 0.
  
                 (v)  GROSS INCOME ALLOCATION.  In the event any
  Partner has a deficit Capital Account at the end of any fiscal
  year which is in excess of the sum of (1) the amount (if any)
  such Partner is obligated to restore to the Partnership, and (2)
  the amount such Partner is deemed to be obligated to restore
  pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the
  penultimate sentences of Regulations Sections 1.704-2(g)(1) and
  1.704-2(i)(5), each such Partner shall be specially allocated
  items of Partnership income and gain in the amount of such excess
  as quickly as possible, PROVIDED THAT an allocation pursuant to
  this Section 0 shall be made if and only to the extent that such
  Partner would have a deficit Capital Account in excess of such
  sum after all other allocations provided in this Article 0 have
  been tentatively made as if this Section 0 and Section 0 were not
  in the Agreement.
  
                 (vi) LIMITATION ON ALLOCATION OF NET LOSS.  To the
  extent any allocation of Net Loss would cause or increase an
  Adjusted Capital Account Deficit as to any Partner, such
  allocation of Net Loss shall be reallocated among the other
  Partners in accordance with their respective Percentage
  Interests, subject to the limitations of this Section 0.
  
                 (vii)     SECTION 754 ADJUSTMENT.  To the extent
  an adjustment to the adjusted tax basis of any Partnership asset
  pursuant to Code Section 734(b) or Code Section 743(b) is
  required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2)
  or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into
  account in determining Capital Accounts as the result of a
  distribution to a Partner in complete liquidation of his interest
  in the Partnership, the amount of such adjustment to the Capital
  Accounts shall be treated as an item of gain (if the adjustment
  increases the basis of the asset) or loss (if the adjustment
  decreases such basis) and such gain or loss shall be specially
  allocated to the Partners in accordance with their interests in
  the Partnership in the event that Regulations Section
  1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such
  distribution was made in the event that Regulations Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
                 (viii)    CURATIVE ALLOCATION.  The allocations
  set forth in Sections 0, (ii), (iii), (iv), (v), (vi), and (vii)
  (the "Regulatory Allocations") are intended to comply with
  certain regulatory requirements, including the requirements of
  Regulations Sections 1.704-1(b) and 1.704-2.  Notwithstanding the
  provisions of Sections 0 and 0, the Regulatory Allocations shall
  be taken into account in allocating other items of income, gain,
  loss and deduction among the Partners so that, to the extent
  possible, the net amount of such allocations of other items and
  the Regulatory Allocations to each Partner shall be equal to the
  net amount that would have been allocated to each such Partner if
  the Regulatory Allocations had not occurred.
  
                      Section 6.4    TAX ALLOCATIONS
  
            (a)  IN GENERAL.  Except as otherwise provided in this
  Section 0, for income tax purposes each item of income, gain,
  loss and deduction (collectively, "Tax Items") shall be allocated
  among the Partners in the same manner as its correlative item of
  "book" income, gain, loss or deduction is allocated pursuant to
  Sections 0 and 0.
  
            (b)  ALLOCATIONS RESPECTING SECTION 704(C)
  REVALUATIONS.  Notwithstanding Section 0, Tax Items with respect
  to Partnership property that is contributed to the Partnership by
  a Partner shall be shared among the Partners for income tax
  purposes pursuant to Regulations promulgated under Section 704(c)
  of the Code, so as to take into account the variation, if any,
  between the basis of the property to the Partnership and its
  initial Gross Asset Value.  With respect to Partnership property
  that is initially contributed to the Partnership upon its
  formation pursuant to Section 0, such variation between basis and
  initial Gross Asset Value shall be taken into account under the
  "traditional without curative allocations method" of Regulations
  Section 1.704-3.  With respect to properties subsequently
  contributed to the Partnership, the Partnership shall account for
  such variation under any method approved under Section 704(c) of
  the Code and the applicable regulations as chosen by the General
  Partner.  In the event the Gross Asset Value of any Partnership
  asset is adjusted pursuant to subparagraph (b) of the definition
  of Gross Asset Value (provided in Article 0 of this Agreement),
  subsequent allocations of Tax Items with respect to such asset
  shall take account of the variation, if any, between the adjusted
  basis of such asset and its Gross Asset Value in the same manner
  as under Section 704(c) of the Code and the applicable
  regulations consistent with the requirements of Regulations
  Section 1.704-1(b)(2)(iv)(g) using any method approved under
  704(c) of the Code and the applicable regulations as chosen by
  the General Partner.
  
  
                              ARTICLE 7
                MANAGEMENT AND OPERATIONS OF BUSINESS
  
                      Section 7.1    MANAGEMENT
  
            (a)  Except as otherwise expressly provided in this
  Agreement, all management powers over the business and affairs of
  the Partnership are exclusively vested in the General Partner,
  and no Limited Partner shall have any right to participate in or
  exercise control or management power over the business and
  affairs of the Partnership.  The General Partner may not be
  removed by the Limited Partners with or without cause, except
  with the consent of the General Partner.  In addition to the
  powers now or hereafter granted a General Partner of a limited
  partnership under applicable law or which are granted to the
  General Partner under any other provision of this Agreement, the
  General Partner, subject to the other provisions hereof including
  Section 0, shall have full power and authority to do all things
  deemed necessary or desirable by it to conduct the business of
  the Partnership, to exercise all powers set forth in Section 0
  hereof and to effectuate the purposes set forth in Section 0
  hereof, including, without limitation:
  
                 (i)  the making of any expenditures, the lending
  or borrowing of money (including, without limitation, making
  prepayments on loans and borrowing money to permit the
  Partnership to make distributions to its Partners in such amounts
  as will permit the Company (so long as the Company has determined
  to qualify as a REIT) to avoid the payment of any federal income
  tax (including, for this purpose, any excise tax pursuant to
  Section 4981 of the Code) and to make distributions to its
  stockholders sufficient to permit the Company to maintain REIT
  status), the assumption or guarantee of, or other contracting
  for, indebtedness and other liabilities, the issuance of
  evidences of indebtedness (including the securing of same by
  mortgage, deed of trust or other lien or encumbrance on all or
  any of the Partnership's assets) and the incurring of any
  obligations it deems necessary for the conduct of the activities
  of the Partnership;
  
                 (ii) the making of tax, regulatory and other
  filings, or rendering of periodic or other reports to
  governmental or other agencies having jurisdiction over the
  business or assets of the Partnership;
  
                 (iii)     the acquisition, disposition, mortgage,
  pledge, encumbrance, hypothecation or exchange of any assets of
  the Partnership or the merger or other combination of the
  Partnership with or into another entity;
  
                 (iv) the mortgage, pledge, encumbrance or
  hypothecation of all or any assets of the Partnership, and the
  use of the assets of the Partnership (including, without
  limitation, cash on hand) for any purpose consistent with the
  terms of this Agreement and on any terms it sees fit, including,
  without limitation, the financing of the conduct or the
  operations of the General Partner, the Company, or the
  Partnership, the lending of funds to other Persons (including,
  without limitation, the General Partner or the Company (if
  necessary to permit the financing or capitalization of a
  subsidiary of the General Partner, the Company, or the
  Partnership) or any Subsidiaries of the Partnership) and the
  repayment of obligations of the Partnership, the Company, any of
  its Subsidiaries and any other Person in which it has an equity
  investment;
  
                 (v)  the negotiation, execution, and performance
  of any contracts, leases, conveyances or other instruments that
  the General Partner considers useful or necessary to the conduct
  of the Partnership's operations or the implementation of the
  General Partner's powers under this Agreement;
  
                 (vi) the distribution of Partnership cash or other
  Partnership assets in accordance with this Agreement;
  
                 (vii)     the selection and dismissal of employees
  of the Partnership (including, without limitation, employees
  having titles such as "president," "vice president," "secretary"
  and "treasurer"), and agents, outside attorneys, accountants,
  consultants and contractors of the Partnership, the determination
  of their compensation and other terms of employment or hiring,
  including waivers of conflicts of interest and the payment of
  their expenses and compensation out of the Partnership's assets;
  
                 (viii)    the maintenance of such insurance for
  the benefit of the Partnership and the Partners as it deems
  necessary or appropriate;
  
                 (ix) the formation of, or acquisition of an
  interest in, and the
  contribution of property to, any further limited or general
  partnerships, joint ventures or other relationships that it deems
  desirable (including, without limitation, the acquisition of
  interests in, and the contributions of property to any Subsidiary
  and any other Person in which it has an equity investment from
  time to time); PROVIDED THAT, as long as the Company has
  determined to continue to qualify as a REIT, the Partnership may
  not engage in any such formation, acquisition or contribution
  that would cause the Company to fail to qualify as a REIT;
  
                 (x)  the control of any matters affecting the
  rights and obligations of the Partnership, including the conduct
  of litigation and the incurring of legal expense and the
  settlement of claims and litigation, and the indemnification of
  any Person against liabilities and contingencies to the extent
  permitted by law;
  
                 (xi) the undertaking of any action in connection
  with the Partnership's direct or indirect investment in any
  Person (including, without limitation, contributing or loaning
  Partnership funds to, incurring indebtedness on behalf of, or
  guarantying the obligations of any such Persons);
  
                 (xii)     subject to the other provisions in this
  Agreement, the determination of the fair market value of any
  Partnership property distributed in kind using such reasonable
  method of valuation as it may adopt, PROVIDED THAT such methods
  are otherwise consistent with requirements of this Agreement;
  
                 (xiii)    the management, operation, leasing,
  landscaping, repair, alteration, demolition or improvement of any
  real property or improvements owned by the Partnership or any
  Subsidiary of the Partnership or any Person in which the
  Partnership has made a direct or indirect equity investment;
  
                 (xiv)     holding, managing, investing and
  reinvesting cash and other assets of the Partnership;
  
                 (xv) the collection and receipt of revenues and
  income of the Partnership;
  
                 (xvi)     the exercise, directly or indirectly
  through any attorney-in-fact acting under a general or limited
  power of attorney, of any right, including the right to vote,
  appurtenant to any asset or investment held by the Partnership;
  
                 (xvii)    the exercise of any of the powers of the
  General Partner enumerated in this Agreement on behalf of or in
  connection with any Subsidiary of the Partnership or any other
  Person in which the Partnership has a direct or indirect
  interest, or jointly with any such Subsidiary or other Person;
  
                 (xviii)   the exercise of any of the powers of the
  General Partner enumerated in this Agreement on behalf of any
  Person in which the Partnership does not have an interest
  pursuant to contractual or other arrangements with such Person;
  and
  
                 (xix)     the making, execution and delivery of
  any and all deeds, leases, notes, deeds to secure debt,
  mortgages, deeds of trust, security agreements, conveyances,
  contracts, guarantees, warranties, indemnities, waivers, releases
  or legal instruments or agreements in writing necessary or
  appropriate in the judgment of the General Partner for the
  accomplishment of any of the powers of the General Partner
  enumerated in this Agreement.
  
            (b)  Each of the Limited Partners agrees that the
  General Partner is authorized to execute, deliver and perform the
  above-mentioned agreements and transactions on behalf of the
  Partnership without any further act, approval or vote of the
  partners, notwithstanding any other provisions of this Agreement
  (except as provided in Section 0), the Act or any applicable law,
  rule or regulation.  The execution, delivery or performance by
  the General Partner or the Partnership of any agreement
  authorized or permitted under this Agreement shall not constitute
  a breach by the General Partner of any duty that the General
  Partner may owe the Partnership or the Limited Partners or any
  other Persons under this Agreement or of any duty stated or
  implied by law or equity.
  
            (c)  At all times from and after the date hereof, the
  General Partner may cause the Partnership to obtain and maintain
  (i) casualty, liability and other insurance on the properties of
  the Partnership and (ii) liability insurance for the Indemnitees
  hereunder.
  
            (d)  At all times from and after the date hereof, the
  General Partner may cause the Partnership to establish and
  maintain working capital and other reserves in such amounts as
  the General Partner, in it sole and absolute discretion, deems
  appropriate and reasonable from time to time.
  
            (e)  Other than as set forth in the following sentence,
  and subject to Section 0, in exercising its authority under this
  Agreement, the General Partner may, but shall be under no
  obligation to, take into account the tax consequences to any
  Partner (including the General Partner or the Company) of any
  action taken by it.  The General Partner, on behalf of the
  Partnership, shall use commercially reasonable efforts to
  cooperate with the Limited Partners to minimize any taxes payable
  in connection with any repayment, refinancing, replacement or
  restructuring of Debt, or any sale, exchange or any other
  disposition of assets, of the Partnership, including, without
  limitation, amending this Agreement to provide obligations on the
  part of any affected Partner to restore deficit balances in their
  Capital Accounts as of the time of liquidation of the Partnership
  and to maintain a corresponding level of recourse debt to match
  such obligations or maintaining a level of non-recourse debt that
  can be allocated to, and included in the Partnership tax basis
  of, such Partners, pursuant to the regulations under Section 752
  of the Code.  The General Partner and the Partnership shall not
  have liability to a Limited Partner under any circumstances as a
  result of an income tax liability incurred by such Limited
  Partner as a result of an action (or inaction) by the General
  Partner pursuant to its authority under this Agreement.
  
            (f)  Except as otherwise provided herein, to the extent
  the duties of the
  General Partner require expenditures of funds to be paid to third
  parties, the General Partner shall not have any obligations
  hereunder except to the extent that Partnership funds are
  reasonably available to it for the performance of such duties,
  and nothing herein contained shall be deemed to authorize or
  require the General Partner, in its capacity as such, to expend
  its individual funds for payment to third parties or to undertake
  any individual liability or obligation on behalf of the
  Partnership.
  
                      Section 7.2    CERTIFICATE OF LIMITED
                      PARTNERSHIP
  
            To the extent that such action is determined by the
  General Partner to be reasonable and necessary or appropriate,
  the General Partner shall file amendments to and restatements of
  the Certificate and do all the things to maintain the Partnership
  as a limited partnership (or a partnership in which the limited
  partners have limited liability) under the laws of the State of
  Delaware and each other state, the District of Columbia or other
  jurisdiction, in which the Partnership may elect to do business
  or own property.  Subject to the terms of Section 0 hereof, the
  General Partner shall not be required, before or after filing, to
  deliver or mail a copy of the Certificate or any amendment
  thereto to any Limited Partner.  The General Partner shall use
  all reasonable efforts to cause to be filed such other
  certificates or documents as may be reasonable and necessary or
  appropriate for the formation, continuation, qualification and
  operation of a limited partnership (or a partnership in which the
  limited partners have limited liability) in the State of
  Delaware, any other state, the District of Columbia or other
  jurisdiction, in which the Partnership may elect to do business
  or own property.
  
                      Section 7.3    RESTRICTIONS ON GENERAL
                      PARTNER'S AUTHORITY
  
            (a)  The General Partner may not take any action in
  contravention of an
  express prohibition or limitation of this Agreement, including,
  without limitation:
  
                 (i)  take any action that would make it impossible
  to carry on the ordinary business of the Partnership, except as
  otherwise provided in this Agreement;
  
                 (ii) possess Partnership property, or assign any
  rights in specific Partnership property, for other than a
  Partnership purpose except as otherwise provided in this
  Agreement;
  
                 (iii)     admit a Person as a Partner, except as
  otherwise provided in this Agreement;
  
                 (iv) perform any act that would subject a Limited
  Partner to liability as a general partner in any jurisdiction or
  any other liability except as provided herein or under the Act;
  or
  
                 (v)  enter into any contract, mortgage, loan or
  other agreement that expressly prohibits or restricts, or has the
  effect of limiting or restricting, the ability of a Limited
  Partner to exercise its rights to a Redemption in full, except
  with the written consent of such Limited Partner.
  
            (b)  The General Partner shall not, without the prior
  Consent of the Partners, undertake, on behalf of the Partnership,
  any of the following actions or enter into any transaction which
  would have the effect of such actions:
  
                 (i)  except as provided in Section 0, amend,
  modify or terminate this Agreement other than to reflect the
  admission, substitution, termination or withdrawal of partners
  pursuant to Article 0 hereof;
  
                 (ii) make a general assignment for the benefit of
  creditors or appoint or acquiesce in the appointment of a
  custodian, receiver or trustee for all or substantially all of
  the assets of the Partnership;
  
                 (iii)     institute any proceeding for bankruptcy
  on behalf of the Partnership; or
  
                 (iv) confess a judgment against the Partnership.
  
            (c)  The General Partner shall not, without the prior
  Consent of the Super Majority Limited Partners, undertake, on
  behalf of the Partnership, any of the following actions or enter
  into any transaction which would have the effect of such actions:
  
                 (i)  approve or acquiesce to the transfer of the
  Partnership Interest of the General Partner to any Person other
  than the Partnership or an Affiliate of the General Partner; or
  
                 (ii) admit into the Partnership any Additional or
  Substitute General Partners, other than Affiliates of the General
  Partner.
  
            (d)  Notwithstanding Sections 0, and 0 hereof, the
  General Partner shall have the exclusive power to amend this
  Agreement as may be required to facilitate or implement any of
  the following purposes:
  
                 (i)  to add to the obligations of the General
  Partner or surrender any right or power granted to the General
  Partner or any Affiliate of the General Partner for the benefit
  of the Limited Partners;
  
                 (ii) to reflect the issuance of additional
  Partnership Interests pursuant to Section 0 or 0 or the
  admission, substitution, termination, or withdrawal of Partners
  in accordance with this Agreement;
  
                 (iii)     to reflect a change that is of an
  inconsequential nature and does not adversely affect the Limited
  Partners in any material respect, or to cure any ambiguity,
  correct or supplement any provision in this Agreement not
  inconsistent with law or with other provisions, or make other
  changes with respect to matters arising under this Agreement that
  will not be inconsistent with law or with the provisions of this
  Agreement;
  
                 (iv) to satisfy any requirements, conditions, or
  guidelines contained in any order, directive, opinion, ruling or
  regulation of a federal or state agency or contained in federal
  or state law;
  
                 (v)  to reflect such changes as are reasonably
  necessary for the Company to maintain status as a REIT, including
  changes which may be necessitated due to a change in applicable
  law (or an authoritative interpretation thereof) or a ruling of
  the IRS; and
  
                 (vi) to modify, as set forth in the definition of
  "Capital Account," the manner in which Capital Accounts are
  computed.
  
            The General Partner will provide notice to the Limited
  Partners when any action under this Section 0 is taken.
  
            (e)  Notwithstanding Sections 0, 0 and 0 hereof, this
  Agreement shall not be amended with respect to any Partner
  adversely affected, and no action may be taken by the General
  Partner, without the Consent of such Partner adversely affected
  if such amendment or action would (i) convert a Limited Partner's
  interest in the Partnership into a general partner's interest
  (except as the result of the General Partner acquiring such
  interest), (ii) modify the limited liability of a Limited
  Partner, (iii) alter rights of the Partner to receive
  distributions pursuant to Article 0 or Section 0, or the
  allocations specified in Article 0 (except as permitted pursuant
  to Section 0 and Section 0 hereof), (iv) materially alter or
  modify the rights to a Redemption or the REIT Shares Amount as
  set forth in Section 0, and related definitions hereof or (v)
  amend this Section 0.  Further, no amendment may alter the
  restrictions on the General Partner's authority set forth
  elsewhere in this Section 0 without the Consent specified in such
  section.  In addition, notwithstanding Sections 0, 0 and 0
  hereof, Section 0 of this Agreement shall not be amended, and no
  action in contravention of Section 0 hereof shall be taken,
  without the Consent of the Limited Partners.  This Section 7.3(e)
  does not require unanimous consent of all Partners adversely
  affected unless the amendment is to be effective against all
  Partners adversely affected.
  
                      Section 7.4    REIMBURSEMENT OF THE GENERAL
                      PARTNER
  
            (a)  Except as provided in this Section 0 and elsewhere
  in this Agreement (including the provisions of Articles 0 and 0
  regarding distributions, payments and allocations to which it may
  be entitled), the General Partner shall not be compensated for
  its services as general partner of the Partnership.
  
            (b)  Subject to Section 0, the General Partner shall be
  reimbursed on a monthly basis, or such other basis as the General
  Partner may determine in its sole and absolute discretion, for
  all expenses it incurs relating to the ownership of interests in
  and operation of, or for the benefit of, the Partnership.  The
  General Partner shall not, however, be reimbursed for expenses it
  incurs relating to the organization of the Partnership or any
  public offerings of REIT Shares, other shares of capital stock or
  Funding Debt by the General Partner, but shall be reimbursed for
  expenses it incurs with respect to any other issuance of
  additional Partnership Interests pursuant to the provisions
  hereof.  Such reimbursements shall be in addition to any
  reimbursement to the General Partner as a result of
  indemnification pursuant to Section 0 hereof.
  
            (c)  If and to the extent any reimbursements to the
  General Partner pursuant
  to this Section 0 constitute gross income of the General Partner
  (as opposed to the repayment of advances made by the General
  Partner on behalf of the Partnership), such amounts shall
  constitute guaranteed payments within the meaning of Section
  707(c) of the Code, shall be treated consistently therewith by
  the Partnership and all Partners, and shall not be treated as
  distributions for purposes of computing the Partners' Capital
  Accounts.
  
                      Section 7.5    CONTRACTS WITH AFFILIATES
  
            (a)  The Partnership may lend or contribute to Persons
  in which it has an equity investment, and such Persons may borrow
  funds from the Partnership, on terms and conditions established
  in the sole and absolute discretion of the General Partner.  The
  foregoing authority shall not create any right or benefit or
  favor of any Person.
  
            (b)  Except as provided in Section 0, the Partnership
  may transfer assets to joint ventures, other partnerships,
  corporations, limited liability companies or other business
  entities in which it is or thereby becomes a participant upon
  such terms and subject to such conditions consistent with this
  Agreement and applicable law.
  
            (c)  The General Partner, in its sole and absolute
  discretion and without the approval of the Limited Partners, may
  propose and adopt on behalf of the Partnership employee benefit
  plans funded by the Partnership for the benefit of employees of
  the General Partner, the Partnership, Subsidiaries of the
  Partnership or any Affiliate of any of them in respect of
  services performed, directly or indirectly, for the benefit of
  the Partnership, the General Partner, or any of the Partnership's
  Subsidiaries.  The General Partner also is expressly authorized
  to cause the Partnership to issue to it Partnership Units
  corresponding to REIT Shares issued by the Company pursuant to
  any Stock Plan or any similar or successor plan and to repurchase
  such Partnership Units from the Company to the extent necessary
  to permit the General Partner to repurchase such REIT Shares in
  accordance with such plan.
  
            (d)  The General Partner is expressly authorized to
  enter into, in the name and on behalf of the Partnership, a right
  of first opportunity arrangement and other conflict avoidance
  agreements with various Affiliates of the Partnership and the
  General Partner, on such terms as the General Partner, in its
  sole and absolute discretion, believes are advisable.
  
                      Section 7.6    INDEMNIFICATION
  
            (a)  The Partnership shall indemnify an Indemnitee from
  and against any and all losses, claims, damages, liabilities,
  joint or several, expenses (including legal fees and expenses),
  judgments, fines, settlements, and other amounts arising from any
  and all claims, demands, actions, suits or proceedings, civil,
  criminal, administrative or investigative, including, without
  limitation, reasonable attorneys' fees and expenses, that relate
  to the operations of the Partnership as set forth in this
  Agreement in which any Indemnitee may be involved, or is
  threatened to be involved, as a party or otherwise, unless it is
  established that: (i) the act or omission of the Indemnitee was
  material to the matter giving rise to the proceeding and either
  was committed in bad faith or was the result of active and
  deliberate dishonesty; (ii) the Indemnitee actually received an
  improper personal benefit in money, property or services; or
  (iii) in the case of any criminal proceeding, the Indemnitee had
  reasonable cause to believe that the act or omission was
  unlawful.  Except as otherwise specifically provided in writing
  to the contrary, without limitation, the foregoing indemnity
  shall extend to any liability of any Indemnitee, pursuant to a
  loan guaranty or otherwise, for any indebtedness of the
  Partnership or any Subsidiary of the Partnership (including,
  without limitation, any indebtedness which the Partnership or any
  Subsidiary of the Partnership has assumed or taken subject to),
  and the General Partner is hereby authorized and empowered, on
  behalf of the Partnership, to enter into one or more indemnity
  agreements consistent with the provisions of this Section 0 in
  favor of any Indemnitee having or potentially having liability
  for any such indebtedness.  The termination of any proceeding by
  judgment, order or settlement does not create a presumption that
  the Indemnitee did not meet the requisite standard of conduct set
  forth in this Section 0.  The termination of any proceeding by
  conviction or upon a plea of nolo contendere or its equivalent,
  or any entry of an order of probation prior to judgment, creates
  a rebuttable presumption that the Indemnitee acted in a manner
  contrary to that specified in this Section 0 with respect to
  subject matter of such proceeding.  Any indemnification pursuant
  to this Section 0 shall be made only out of the assets of the
  Partnership.
  
            (b)  Reasonable expenses incurred by an Indemnitee in
  connection with any proceeding which are otherwise indemnifiable
  under this Section 0 may be paid or reimbursed by the Partnership
  in advance of the final disposition of the proceeding upon
  receipt by the Partnership of (i) a written affirmation by the
  Indemnitee of the Indemnitee's good faith belief that the
  standard of conduct necessary for indemnification by the
  Partnership as authorized in this Section 0 has been met, and
  (ii) a written undertaking by or on behalf of the Indemnitee to
  repay the amount if it shall ultimately be determined that the
  standard of conduct has not been met.
  
            (c)  The indemnification provided by this Section 0
  shall be in addition to any other rights to which an Indemnitee
  or any other Person may be entitled under any agreement, pursuant
  to any vote of the Partners, as a matter of law or otherwise, and
  shall continue as to an Indemnitee who has ceased to serve in
  such capacity.
  
            (d)  The Partnership may purchase and maintain
  insurance, on behalf of the Indemnitees and such other Persons as
  the General Partner shall determine, against any liability that
  may be asserted against or expenses that may be incurred by such
  Person in connection with the Partnership's activities,
  regardless of whether the Partnership would have the power to
  indemnify such Person against such liability under the provisions
  of this Agreement.
  
            (e)  For purposes of this Section 0, the Partnership
  shall be deemed to have requested an Indemnitee to serve as
  fiduciary of an employee benefit plan whenever the performance by
  it of its duties to the Partnership also imposes duties on, or
  otherwise involves services by, it to the plan or participants or
  beneficiaries of the plan; excise taxes assessed on an Indemnitee
  with respect to an employee benefit plan pursuant to applicable
  law shall constitute fines within the meaning of Section 0; and
  actions taken or omitted by the Indemnitee with respect to an
  employee benefit plan in the performance of its duties for a
  purpose reasonably believed by it to be in the interest of the
  participants and beneficiaries of the plan shall be deemed to be
  for a purpose which is not opposed to the best interests of the
  Partnership.
  
            (f)  In no event may an Indemnitee subject the Limited
  Partners to personal liability by reason of the indemnification
  provisions set forth in this Agreement.
  
            (g)  An Indemnitee shall not be denied indemnification
  in whole or in part under this Section 0 because the Indemnitee
  had an interest in the transaction with respect to which the
  indemnification applies if the transaction was otherwise
  permitted by the terms of this Agreement.
  
            (h)  The provisions of this Section 0 are for the
  benefit of the Indemnitees, their heirs, successors, assigns and
  administrators and shall not be deemed to create any rights for
  the benefit of any other Persons.  Any amendment, modification or
  repeal of this Section 0 or any provision hereof shall be
  prospective only and shall not in any way affect the limitations
  on the Partnership's liability to any Indemnitee under this
  Section 0 as in effect immediately prior to such amendment,
  modification or repeal with respect to claims arising from or
  relating to matters occurring, in whole or in part, prior to such
  amendment, modification or repeal, regardless of when such claims
  may arise or be asserted.
  
            (i)  If and to the extent any reimbursements to the
  General Partner pursuant to this Section 0 constitute gross
  income of the General Partner (as opposed to the repayment of
  advances made by the General Partner on behalf of the
  Partnership) such amounts shall constitute guaranteed payments
  within the meaning of Section 707(c) of the Code, shall be
  treated consistently therewith by the Partnership and all
  Partners, and shall not be treated as distributions for purposes
  of computing the Partners' Capital Accounts.
  
            (j)  Any indemnification hereunder is subject to, and
  limited by, the provisions of Section 17-108 of the Act.
  
            (k)  In the event the Partnership is made a party to
  any litigation or otherwise incurs any loss or expenses as a
  result of or in connection with any Partner's personal
  obligations or liabilities unrelated to Partnership business,
  such Partner shall indemnify and reimburse the Partnership for
  all such loss and expense incurred, including legal fees, and the
  Partnership Interest of such Partner may be charged therefor.
  The liability of a Partner under this Section 0 shall not be
  limited to such Partner's Partnership Interest, but shall be
  enforceable against such Partner personally.
  
                      Section 7.7    LIABILITY OF THE GENERAL
                      PARTNER
  
            (a)  Notwithstanding anything to the contrary set forth
  in this Agreement, neither the General Partner nor any director,
  officer, employee or agent of the Partnership or the General
  Partner (each, an "Agent") shall be liable or accountable in
  damages or otherwise to the Partnership, any Partners or any
  Assignees for losses sustained, liabilities incurred or benefits
  not derived as a result of errors in judgment or mistakes of fact
  or law or any act or omission if such Person acted in good faith.
  
            (b)  The Limited Partners expressly acknowledge that
  the General Partner is acting for the benefit of the Partnership,
  the Limited Partners and the Company's stockholders collectively,
  that the General Partner is under no obligation to give priority
  to the separate interests of the Limited Partners or the
  Company's stockholders (including, without limitation, the tax
  consequences to Limited Partners or Assignees or to stockholders)
  in deciding whether to cause the Partnership to take (or decline
  to take) any actions and that the General Partner shall not be
  liable to the Partnership or to any Limited Partner for monetary
  damages for losses sustained, liabilities incurred, or benefits
  not derived by Limited Partners in connection with such
  decisions, PROVIDED THAT the General Partner has acted in good
  faith.
  
            (c)  Subject to its obligations and duties as General
  Partner set forth in Section 0 hereof, the General Partner may
  exercise any of the powers granted to it by this Agreement and
  perform any of the duties imposed upon it hereunder either
  directly or by or through its Agents.  The General Partner shall
  not be responsible for any misconduct or negligence on the part
  of any such Agent appointed by it in good faith.
  
            (d)  Any amendment, modification or repeal of this
  Section 0 or any provision hereof shall be prospective only and
  shall not in any way affect the limitations on the General
  Partner's or any Agent's liability to the Partnership and the
  Limited Partners under this Section 0 as in effect immediately
  prior to such amendment, modification or repeal with respect to
  claims arising from or relating to matters occurring, in whole or
  in part, prior to such amendment, modification or repeal,
  regardless of when such claims may arise or be asserted.
  
                      Section 7.8    OTHER MATTERS CONCERNING THE
                      GENERAL PARTNER
  
            (a)  The General Partner and any Agent may rely and
  shall be protected in
  acting or refraining from acting upon any resolution,
  certificate, statement, instrument, opinion, report, notice,
  request, consent, order, bond, debenture, or other paper or
  document believed by it to be genuine and to have been signed or
  presented by the proper party or parties.
  
            (b)  The General Partner and any Agent may consult with
  legal counsel, accountants, appraisers, management consultants,
  investment bankers and other consultants and advisers selected by
  it, and any act taken or omitted to be taken in reliance upon the
  opinion of such Persons as to matters which such General Partner
  or Agent reasonably believes to be within such Person's
  professional or expert competence shall be conclusively presumed
  to have been done or omitted in good faith and in accordance with
  such opinion.
  
            (c)  The General Partner shall have the right, in
  respect of any of its powers or obligations hereunder, to act
  through any of its duly authorized officers and a duly appointed
  attorney or attorneys-in-fact.  Each such attorney shall, to the
  extent provided by the General Partner in the power of attorney,
  have full power and authority to do and perform all and every act
  and duty which is permitted or required to be done by the General
  Partner hereunder.
  
            (d)  Notwithstanding any other provisions of this
  Agreement or any non-mandatory provision of the Act, any action
  of the General Partner on behalf of the Partnership or any
  decision of the General Partner to refrain from acting on behalf
  of the Partnership, undertaken in the good faith belief that such
  action or omission is necessary or advisable in order (i) to
  protect the ability of the Company to continue to qualify as a
  REIT or (ii) to avoid the Company incurring any taxes under
  Section 857 or Section 4981 of the Code, is expressly authorized
  under this Agreement and is deemed approved by all of the Limited
  Partners.
  
                      Section 7.9    TITLE TO PARTNERSHIP ASSETS
  
            Title to Partnership assets, whether real, personal or
  mixed and whether tangible or intangible, shall be deemed to be
  owned by the Partnership as an entity, and no Partners,
  individually or collectively, shall have any ownership interest
  in such Partnership assets or any portion thereof.  Title to any
  or all of the Partnership assets may be held in the name of the
  Partnership, the General Partner or one or more nominees, as the
  General Partner may determine, including Affiliates of the
  General Partner.  The General Partner hereby declares and
  warrants that any Partnership assets for which legal title is
  held in the name of the General Partner or any nominee or
  Affiliate of the General Partner shall be deemed held by the
  General Partner or such nominee or Affiliate for the use and
  benefit of the Partnership in accordance with the provisions of
  this Agreement; PROVIDED, HOWEVER, that the General Partner shall
  use its best efforts to cause beneficial and record title to such
  assets to be vested in the Partnership as soon as reasonably
  practicable.  All Partnership assets shall be recorded as the
  property of the Partnership in its books and records,
  irrespective of the name in which legal title to such Partnership
  assets is held.
  
                      Section 7.10   RELIANCE BY THIRD PARTIES
  
            Notwithstanding anything to the contrary in this
  Agreement, any Person dealing with the Partnership shall be
  entitled to assume that the General Partner has full power and
  authority to encumber, sell or otherwise use in any manner any
  and all assets of the Partnership and to enter into any contracts
  on behalf of the Partnership, and such Person shall be entitled
  to deal with the General Partner as if it were the Partnership's
  sole party in interest, both legally and beneficially.  Each
  Limited Partner hereby waives any and all defenses or other
  remedies which may be available against such Person to contest,
  negate or disaffirm any action of the General Partner in
  connection with any such dealing.  In no event shall any Person
  dealing with the General Partner or its representatives be
  obligated to ascertain that the terms of this Agreement have been
  complied with or to inquire into the necessity or expedience of
  any act or action of the General Partner or its representatives.
  Each and every certificate, document or other instrument executed
  on behalf of the Partnership by the General Partner or its
  representatives shall be conclusive evidence in favor of any and
  every Person relying thereon or claiming thereunder that (i) at
  the time of the execution and delivery of such certificate,
  document or instrument, this Agreement was in full force and
  effect, (ii) the Person executing and delivering such
  certificate, document or instrument was duly authorized and
  empowered to do so for and on behalf of the Partnership and (iii)
  such certificate, document or instrument was duly executed and
  delivered in accordance with the terms and provisions of this
  Agreement and is binding upon the Partnership.
  
  
                              ARTICLE 8
             RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
  
                      Section 8.1    LIMITATION OF LIABILITY
  
            The Limited Partners shall have no liability under this
  Agreement except as expressly provided in this Agreement or under
  the Act.
  
                      Section 8.2    MANAGEMENT OF BUSINESS
  
            No Limited Partner or Assignee (other than the General
  Partner, any of its Affiliates or any officer, director,
  employee, partner (other than a Limited Partner), agent or
  trustee of the General Partner, the Partnership or any of their
  Affiliates, in their capacity as such) shall take part in the
  operations, management or control (within the meaning of the Act)
  of the Partnership's business, transact any business in the
  Partnership's name or have the power to sign documents for or
  otherwise bind the Partnership.  The transaction of any such
  business by the General Partner, any of its Affiliates or any
  officer, director, employee, partner (other than a Limited
  Partner), agent or trustee of the General Partner, the
  Partnership or any of their Affiliates, in their capacity as
  such, shall not affect, impair or eliminate the limitations on
  the liability of the Limited Partners or Assignees under this
  Agreement.
  
                      Section 8.3    OUTSIDE ACTIVITIES OF LIMITED
                      PARTNERS
  
            Subject to any agreements entered into by a Limited
  Partner or its Affiliates with the General Partner, Partnership
  or a Subsidiary thereof, any Limited Partner and any officer,
  director, employee, agent, trustee, Affiliate or stockholder of
  any Limited Partner shall be entitled to and may have business
  interests and engage in business activities in addition to those
  relating to the Partnership, including business interests and
  activities in direct competition with the Partnership or that are
  enhanced by the activities of the Partnership.  Neither the
  Partnership nor any Partners shall have any rights by virtue of
  this Agreement in any business ventures, or the income or profits
  derived therefrom, of any Limited Partner or Assignee.  Subject
  to such agreements, none of the Limited Partners nor any other
  Person shall have any rights by virtue of this Agreement or the
  partnership relationship established hereby in any business
  ventures of any other Person, other than the Limited Partners
  benefitting from the business conducted by the General Partner,
  and such Person shall have no obligation pursuant to this
  Agreement to offer any interest in any such business ventures to
  the Partnership, any Limited Partner or any such other Person,
  even if such opportunity is of a character which, if presented to
  the Partnership, any Limited Partner or such other Person, could
  be taken by such other Person.
  
                      Section 8.4    RETURN OF CAPITAL
  
            Except pursuant to the rights of Redemption set forth
  in Section 0, no Limited Partner shall be entitled to the
  withdrawal or return of his or her Capital Contribution, except
  to the extent of distributions made pursuant to this Agreement or
  upon termination of the Partnership as provided herein.  Except
  as otherwise expressly set forth in this Agreement, no Limited
  Partner or Assignee shall have priority over any other Limited
  Partner or Assignee either as to the return of Capital
  Contributions or as to profits, losses, distributions or credits.
  
                      Section 8.5    RIGHTS OF LIMITED PARTNERS
                      RELATING TO THE PARTNERSHIP
  
            (a)  In addition to other rights provided by this
  Agreement or by the Act, and except as limited by Section 8.5(b)
  hereof, each Limited Partner shall have the right, for a purpose
  reasonably related to such Limited Partner's interest as a
  limited partner in the Partnership, upon written demand with a
  statement of the purpose of such demand and at the Partnership's
  expense:
  
                 (i)  to obtain a copy of the most recent annual
  and quarterly reports filed with the Securities and Exchange
  Commission by the Company pursuant to the Securities Exchange
  Act, and each communication sent to the stockholders of the
  Company;
  
                 (ii) to obtain a copy of the Partnership's
  federal, state and local income tax returns for each Partnership
  Year;
  
                 (iii)     to obtain a copy of this Agreement and
  the Certificate and all amendments thereto, together with
  executed copies of all powers of attorney pursuant to which this
  Agreement, the Certificate and all amendments thereto have been
  executed; and
  
                 (iv) to obtain true and full information regarding
  the amount of cash and a description and statement of any other
  property or services contributed by each Partner and which each
  Partner has agreed to contribute in the future, and the date on
  which each became a Partner.
  
            (b)  Notwithstanding any other provision of this
  Section 0, the General Partner may keep confidential from the
  Limited Partners, for such period of time as the General Partner
  determines in its sole and absolute discretion to be reasonable,
  any information that (i) the General Partner believes to be in
  the nature of trade secrets or other information the disclosure
  of which the General Partner in good faith believes is not in the
  best interests of the Partnership or (ii) the Partnership or the
  General Partner is required by law or by agreements with
  unaffiliated third parties to keep confidential.
  
                      Section 8.6    REDEMPTION RIGHTS
  
            (a)  On or after January 1, 2000, each Limited Partner
  shall have the right (subject to the terms and conditions set
  forth herein), but not the obligation, to require the Partnership
  to redeem all or a portion of the Partnership Units held by such
  Limited Partner (such Partnership Units being hereafter referred
  to as "Tendered Units") in exchange for the Cash Amount (a
  "Redemption"); provided that the terms of such Partnership Units
  do not provide that such Partnership Units are not entitled to a
  right of Redemption.  Unless otherwise expressly provided in this
  Agreement or in a separate agreement entered into between the
  Partnership and the holders of such Partnership Units, all
  Partnership Units shall be entitled to a right of Redemption
  hereunder.  Any Redemption shall be exercised pursuant to a
  Notice of Redemption delivered to the General Partner and the
  Company, by the Limited Partner who is exercising the right (the
  "Tendering Partner").  The Cash Amount shall be delivered as a
  certified check payable to the Tendering Partner within ten (10)
  days of the Specified Redemption Date in accordance with the
  instructions set forth in the Notice of Redemption.
  
            (b)  Notwithstanding Section 0 above, if a Limited
  Partner has delivered to the General Partner a Notice of
  Redemption, then the Company may, in its sole and absolute
  discretion (subject to the limitations on ownership and transfer
  of REIT Shares set forth in the Charter), elect to acquire some
  or all of the Tendered Units from the Tendering Partner in
  exchange for the REIT Shares Amount (as of the Specified
  Redemption Date) and, if the Company so elects, the Tendering
  Partner shall sell the Tendered Units to the Company in exchange
  for the REIT Shares Amount.  In such event, the Tendering Partner
  shall have no right to cause the Partnership to redeem such
  Tendered Units.  The Company shall promptly give the General
  Partner and the Tendering Partner written notice of its election,
  and the Tendering Partner may elect by written notice to the
  Partnership to withdraw its redemption request at any time prior
  to the acceptance of the Cash Amount or REIT Shares Amount by
  such Tendering Partner.
  
            (c)  The REIT Shares Amount, if applicable, shall be
  delivered as duly authorized, validly issued, fully paid and
  nonassessable REIT Shares and, if applicable, free of any pledge,
  lien, encumbrance or restriction, other than those provided in
  the Charter, the Bylaws of the Company, the Securities Act,
  relevant state securities or blue sky laws and any applicable
  registration rights agreement with respect to such REIT Shares
  entered into by the Tendering Partner.  The REIT Shares Amount
  shall be registered in the name and otherwise delivered as set
  forth in the Notice of Redemption.  Notwithstanding any delay in
  such delivery (but subject to Section 0), the Tendering Partner
  shall be deemed the owner of such REIT Shares for all purposes,
  including without limitation, rights to vote or consent, and
  receive dividends, as of the Specified Redemption Date.  Each
  Limited Partner covenants and agrees with the General Partner and
  the Company that all Tendered Units shall be delivered to the
  General Partner free and clear of all liens, claims and
  encumbrances whatsoever and should any such liens, claims and/or
  encumbrances exist or arise with respect to such Tendered Units,
  the General Partner and the Company shall be under no obligation
  to acquire the same.  Each Limited Partner further agrees that,
  in the event any state or local property transfer tax is payable
  as a result of the transfer of its Tendered Units, such Limited
  Partner shall assume and pay such transfer tax.  Each Limited
  Partner further agrees that it shall enter into such
  documentation with respect to a Redemption for cash or an
  exchange for REIT Shares as the Partnership, the Company, or the
  General Partner shall reasonably request.
  
            (d)  Each Limited Partner covenants and agrees with the
  General Partner and the Company, as the case may be, that all
  Tendered Units shall be delivered to the General Partner or the
  Company free and clear of all liens, claims and encumbrances
  whatsoever and should any such liens, claims and/or encumbrances
  exist or arise with respect to such Tendered Units, the General
  Partner and the Company shall be under no obligation to acquire
  the same.  Each Limited Partner further agrees that, in the event
  any state or local property transfer tax is payable as a result
  of the transfer of its Tendered Units to the General Partner or
  the Company (or the designee), such Limited Partner shall assume
  and pay such transfer tax.
  
            (e)  Notwithstanding the provisions of Section 0, 0, 0
  or any other provision of this Agreement, a Limited Partner (i)
  shall not be entitled to effect a Redemption for cash or an
  exchange for REIT Shares to the extent the ownership or right to
  acquire REIT Shares pursuant to such exchange by such Partner on
  the Specified Redemption Date would cause such Partner or another
  Person, or, in the opinion of counsel selected by the General
  Partner, may cause such Partner or any other Person, to violate
  the restrictions on ownership and transfer of REIT Shares set
  forth in the Charter and (ii) shall have no rights under this
  Agreement to acquire REIT Shares which would otherwise be
  prohibited under the Charter.  To the extent any attempted
  Redemption or exchange for REIT Shares would be in violation of
  this Section 0, it shall be null and void AB INITIO and such
  Limited Partner shall not acquire any rights or economic interest
  in the cash otherwise payable upon such Redemption or the REIT
  Shares otherwise issuable upon such exchange.
  
            (f)  Notwithstanding anything herein to the contrary
  (but subject to Section 0), with respect to any Redemption or
  exchange for REIT Shares pursuant to this Section 0:
  
                 (i)  All Partnership Units acquired by the General
  Partner pursuant thereto shall automatically, and without further
  action required, be converted into and deemed to be General
  Partner Interests comprised of the same number and class of
  Partnership Units.
  
                 (ii) All Partnership Units acquired by the Company
  shall maintain their status as Limited Partnership Interests of
  the same number and class as the Partnership Units so acquired.
  
                 (iii)     Without the consent of the General
  Partner, each Limited Partner may not effect a Redemption for
  less than 500 Partnership Units or, if the Limited Partner holds
  less than 500 Partnership Units, all of the Partnership Units
  held by such Limited Partner.
  
                 (iv) Without the consent of the General Partner,
  each Limited Partner may not effect a Redemption during the
  period after the Partnership Record Date with respect to a
  distribution and before the record date established by the
  Company for a distribution to its stockholders of some or all of
  its portion of such distribution.
  
                 (v)  The consummation of any Redemption or
  exchange for REIT Shares shall be subject to the expiration or
  termination of the applicable waiting period, if any, under the
  Hart-Scott-Redino Antitrust Improvements Act of 1976, as amended.
  
                 (vi) Each Tendering Partner shall continue to own
  all Partnership Units subject to any Redemption or exchange for
  REIT Shares, and be treated as a Limited Partner with respect to
  such Partnership Units for all purposes of this Agreement, until
  such Partnership Units are transferred to the General Partner or
  the Company, as the case may be, and paid for or exchanged on the
  Specified Redemption Date.  Until a Specified Redemption Date,
  the Tendering Partner shall have no rights as a stockholder of
  the Company with respect to such Tendering Partner's Partnership
  Units.
  
            (g)  In the event that the Partnership issues
  additional Partnership Interests to any Additional Limited
  Partner pursuant to Section 0 hereof, the General Partner shall
  make such revisions to this Section 0 as it determines are
  necessary to reflect the issuance of such additional Partnership
  Interests.
  
            (h)  If, at any time, the General Partner acquires
  material assets (other than on behalf of the Partnership) the
  definition of "REIT Shares Amount" shall be adjusted, as
  reasonably agreed to by the General Partner and a Majority in
  Interest of the Limited Partners, to reflect the relative Fair
  Market Value of a share of capital stock of the General Partner
  relative to the Deemed Partnership Interest Value of the related
  Partnership Unit.
  
            (i)  The Partnership shall notify each Limited Partner
  in writing of any adjustment made in the calculation of the REIT
  Shares Amount within 10 Business Days of the date such change
  becomes effective.
  
  
                              ARTICLE 9
               BOOKS, RECORDS, ACCOUNTING AND REPORTS
  
                      Section 9.1    RECORDS AND ACCOUNTING
  
            The General Partner shall keep or cause to be kept at
  the principal office of the Partnership appropriate books and
  records with respect to the Partnership's business, including
  without limitation, all books and records necessary to provide to
  the Limited Partners any information, lists and copies of
  documents required to be provided pursuant to Section 0 or 0
  hereof.  Any records maintained by or on behalf of the
  Partnership in the regular course of its business may be kept on,
  or be in the form of, punch cards, magnetic tape, photographs,
  micrographics or any other information storage device, PROVIDED
  THAT the records so maintained are convertible into clearly
  legible written form within a reasonable period of time.  The
  books of the Partnership shall be maintained, for financial and
  tax reporting purposes, on an accrual basis in accordance with
  generally accepted accounting principles.
  
                      Section 9.2    FISCAL YEAR
  
            The fiscal year of the Partnership shall be the
  calendar year.
  
                      Section 9.3    REPORTS
  
            As soon as practicable, but in no event later than 105
  days after the close of each Partnership Year, or such earlier
  date as they are filed with the Securities and Exchange
  Commission, the General Partner shall cause to be mailed to each
  Limited Partner as of the close of the Partnership Year, an
  annual report containing financial statements of the Partnership,
  or of the General Partner if such statements are prepared solely
  on a consolidated basis with the General Partner, for such
  Partnership Year, presented in accordance with generally accepted
  accounting principles, such statements to be audited by a
  nationally recognized firm of independent public accountants
  selected by the General Partner.
  
  
                             ARTICLE 10
                             TAX MATTERS
  
                      Section 10.1   PREPARATION OF TAX RETURNS
  
            The General Partner shall arrange for the preparation
  and timely filing of all returns of the Partnership and, to the
  extent applicable, Subsidiary Partnership income, gains,
  deductions, losses and other items required of the Partnership
  for federal and state income tax purposes and shall use all
  reasonable efforts to furnish, within 90 days of the close of
  each taxable year, the tax information reasonably required by
  Limited Partners for federal and state income tax reporting
  purposes.
  
                      Section 10.2   TAX ELECTIONS
  
            Except as otherwise provided herein, the General
  Partner shall, in its sole and absolute discretion, determine
  whether to make any available election pursuant to the Code,
  including the election under Section 754 of the Code.  The
  General Partner shall have the right to seek to revoke any such
  election (including without limitation, any election under
  Section 754 of the Code) upon the General Partner's determination
  in its sole and absolute discretion that such revocation is in
  the best interests of the Partners.
  
                      Section 10.3   TAX MATTERS PARTNER
  
            (a)  The General Partner shall be the "tax matters
  partner" of the Partnership for federal income tax purposes.
  Pursuant to Section 6223(c) of the Code, upon receipt of notice
  from the IRS of the beginning of an administrative proceeding
  with respect to the Partnership, the tax matters partner shall
  furnish the IRS with the name, address and profit interest of
  each of the Limited Partners and Assignees; PROVIDED, HOWEVER,
  that such information is provided to the Partnership by the
  Limited Partners and Assignees.
  
            (b)  The tax matters partner is authorized, but not
  required:
  
                 (i)  to enter into any settlement with the IRS
  with respect to any administrative or judicial proceedings for
  the adjustment of Partnership items required to be taken into
  account by a Partner for income tax purposes (such administrative
  proceedings being referred to as a "tax audit" and such judicial
  proceedings being referred to as "judicial review"), and in the
  settlement agreement the tax matters partner may expressly state
  that such agreement shall bind all Partners, except that such
  settlement agreement shall not bind any Partner (i) who (within
  the time prescribed pursuant to the Code and Regulations) files a
  statement with the IRS providing that the tax matters partner
  shall not have the authority to enter into a settlement agreement
  on behalf of such Partner or (ii) who is a "notice partner" (as
  defined in Section 6231 of the Code) or a member of a "notice
  group" (as defined in Section 6223(b)(2) of the Code);
  
                 (ii) in the event that a notice of a final
  administrative adjustment at the Partnership level of any item
  required to be taken into account by a Partner for tax purposes
  (a "final adjustment") is mailed to the tax matters partner, to
  seek judicial review of such final adjustment, including the
  filing of a petition for readjustment with the Tax Court or the
  United States Claims Court, or the filing of a complaint for
  refund with the District Court of the United States for the
  district in which the Partnership's principal place of business
  is located;
  
                 (iii)     to intervene in any action brought by
  any other Partner for judicial review of a final adjustment;
  
                 (iv) to file a request for an administrative
  adjustment with the IRS at any time and, if any part of such
  request is not allowed by the IRS, to file an appropriate
  pleading (petition or complaint) for judicial review with respect
  to such request;
  
                 (v)  to enter into an agreement with the IRS to
  extend the period for assessing any tax which is attributable to
  any item required to be taken into account by a Partner for tax
  purposes, or an item affected by such item; and
  
                 (vi) to take any other action on behalf of the
  Partners of the Partnership in connection with any tax audit or
  judicial review proceeding to the extent permitted by applicable
  law or regulations.
  
            The taking of any action and the incurring of any
  expense by the tax matters partner in connection with any such
  proceeding, except to the extent required by law, is a matter in
  the sole and absolute discretion of the tax matters partner and
  the provisions relating to indemnification of the General Partner
  set forth in Section 0 of this Agreement shall be fully
  applicable to the tax matters partner in its capacity as such.
  
            (c)  The tax matters partner shall receive no
  compensation for its services.  All third party costs and
  expenses incurred by the tax matters partner in performing its
  duties as such (including legal and accounting fees) shall be
  borne by the Partnership.  Nothing herein shall be construed to
  restrict the Partnership from engaging an accounting firm to
  assist the tax matters partner in discharging its duties
  hereunder, so long as the compensation paid by the Partnership
  for such services is reasonable.
  
                      Section 10.4   ORGANIZATIONAL EXPENSES
  
            The Partnership shall elect to deduct expenses, if any,
  incurred by it in organizing the Partnership ratably over a
  60-month period as provided in Section 709 of the Code.
  
                      Section 10.5   WITHHOLDING
  
            Each Limited Partner hereby authorizes the Partnership
  to withhold from or pay on behalf of or with respect to such
  Limited Partner any amount of federal, state, local, or foreign
  taxes that the General Partner determines that the Partnership is
  required to withhold or pay with respect to any amount
  distributable or allocable to such Limited Partner pursuant to
  this Agreement, including, without limitation, any taxes required
  to be withheld or paid by the Partnership pursuant to Section
  1441, 1442, 1445 or 1446 of the Code.  Any amount paid on behalf
  of or with respect to a Limited Partner shall constitute a loan
  by the Partnership to such Limited Partner, which loan shall be
  repaid by such Limited Partner within 15 days after notice from
  the General Partner that such payment must be made unless (i) the
  Partnership withholds such payment from a distribution which
  would otherwise be made to the Limited Partner or (ii) the
  General Partner determines, in its sole and absolute discretion,
  that such payment may be satisfied out of the available funds of
  the Partnership which would, but for such payment, be distributed
  to the Limited Partner.  Any amounts withheld pursuant to the
  foregoing clauses (i) or (ii) shall be treated as having been
  distributed to such Limited Partner.  Each Limited Partner hereby
  unconditionally and irrevocably grants to the Partnership a
  security interest in such Limited Partner's Partnership Interest
  to secure such Limited Partner's obligation to pay to the
  Partnership any amounts required to be paid pursuant to this
  Section 0.  In the event that a Limited Partner fails to pay any
  amounts owed to the Partnership pursuant to this Section 0 when
  due, the General Partner may, in its sole and absolute
  discretion, elect to make the payment to the Partnership on
  behalf of such defaulting Limited Partner, and in such event
  shall be deemed to have loaned such amount to such defaulting
  Limited Partner and shall succeed to all rights and remedies of
  the Partnership as against such defaulting Limited Partner
  (including, without limitation, the right to receive
  distributions and the holding of a security interest in such
  Limited Partner's Partnership Interest).  Any amounts payable by
  a Limited Partner hereunder shall bear interest at the base rate
  on corporate loans at large United States money center commercial
  banks, as published from time to time in the WALL STREET JOURNAL,
  plus two percentage points (but not higher than the maximum
  lawful rate) from the date such amount is due (i.e., 15 days
  after demand) until such amount is paid in full.  Each Limited
  Partner shall take such actions as the Partnership or the General
  Partner shall request in order to perfect or enforce the security
  interest created hereunder.
  
  
                             ARTICLE 11
                      TRANSFERS AND WITHDRAWALS
  
                      Section 11.1   TRANSFER
  
            (a)  The term "transfer," when used in this Article 0
  with respect to a Partnership Interest, shall be deemed to refer
  to a transaction by which the General Partner purports to assign
  all or any portion of its General Partner Interest to another
  person or by which a Limited Partner purports to assign all or
  any portion of its Limited Partnership Interest to another
  Person, and includes a sale, assignment, gift (outright or in
  trust), pledge, encumbrance, hypothecation, mortgage, exchange or
  any other disposition by law or otherwise.  The term "transfer"
  when used in this Article 0 does not include any Redemption or
  exchange for REIT Shares pursuant to Section 0.  No part of the
  interest of a Limited Partner shall be subject to the claims of
  any creditor, any spouse for alimony or support, or to legal
  process, and may not be voluntarily or involuntarily alienated or
  encumbered except as may be specifically provided for in this
  Agreement.
  
            (b)  No Partnership Interest shall be transferred, in
  whole or in part, except in accordance with the terms and
  conditions set forth in this Article 0.  Any transfer or
  purported transfer of a Partnership Interest not made in
  accordance with this Article 0 shall be null and void.
  
                      Section 11.2   TRANSFER OF GENERAL PARTNER'S
                      PARTNERSHIP INTEREST
  
            (a)  The General Partner shall not withdraw from the
  Partnership and shall not transfer all or any portion of its
  interest in the Partnership (whether by sale, statutory merger or
  consolidation, liquidation or otherwise) without the Consent of
  the Majority in Interest of the Limited Partners, which may be
  given or withheld by each Limited Partner in its sole and
  absolute discretion, and only, in the case of a purported
  transfer of all of the General Partner's General Partner
  Interest, upon the appointment and admission of a successor
  General Partner  pursuant to Section 0 and 0.  Upon any transfer
  of all of the General Partner's General Partner Interest in
  accordance with the provisions of this Section 0, the transferee
  shall become a Substitute General Partner for all purposes
  herein, and shall be vested with the powers and rights of the
  transferor General Partner, and shall be liable for all
  obligations and responsible for all duties of the General
  Partner, once such transferee has executed such instruments as
  may be necessary to effectuate such admission and to confirm the
  agreement of such transferee to be bound by all the terms and
  provisions of this Agreement with respect to the Partnership
  Interest so acquired.  It is a condition to any transfer
  otherwise permitted hereunder that the transferee assumes, by
  operation of law or express agreement, all of the obligations of
  the transferor General Partner under this Agreement with respect
  to such transferred Partnership Interest, and no such transfer
  (other than pursuant to a statutory merger or consolidation
  wherein all obligations and liabilities of the transferor General
  Partner are assumed by a successor corporation by operation of
  law) shall relieve the transferor General Partner of its
  obligations under this Agreement without the Consent of the Super
  Majority Limited Partners, in their reasonable discretion.
  Subject to Section 0, in the event the General Partner withdraws
  from the Partnership, in violation of this Agreement or
  otherwise, or otherwise dissolves or terminates, or upon the
  Incapacity of the General Partner, all of the remaining Partners
  may elect to continue the Partnership business by selecting a
  Substitute General Partner in accordance with the Act.
  
            (b)  Except as otherwise provided in Section 0, the
  General Partner shall not engage in any merger, consolidation or
  other combination with or into another person, sale of all or
  substantially all of its assets or any reclassification,
  recapitalization or change of its outstanding equity interests
  (each, a "Termination Transaction"), unless the Termination
  Transaction has been approved by a Consent of the Partners and in
  connection with which all Limited Partners either will receive,
  or will have the right to elect to receive, for each Partnership
  Unit an amount of cash, securities, or other property equal to
  the product of the REIT Shares Amount and the greatest amount of
  cash, securities or other property paid to a holder of one REIT
  Share in consideration of one REIT Share pursuant to the terms of
  the Termination Transaction; PROVIDED THAT, if, in connection
  with the Termination Transaction, a purchase, tender or exchange
  offer shall have been made to and accepted by the holders of more
  than thirty-three and one-third percent (33 1/3%) of the
  outstanding REIT Shares, each holder of Partnership Units shall
  receive, or shall have the right to elect to receive, the
  greatest amount of cash, securities, or other property which such
  holder would have received had it exercised its right to
  Redemption (as set forth in Section 0) and received REIT Shares
  in exchange for its Partnership Units immediately prior to the
  expiration of such purchase, tender or exchange offer and had
  thereupon accepted such purchase, tender or exchange offer.
  
            (c)  Notwithstanding Section 0, the General Partner may
  merge, or otherwise combine its assets, with another entity if:
  (i) immediately after such merger or other combination,
  substantially all of the assets directly or indirectly owned by
  the surviving entity, other than Partnership Units held by such
  General Partner, are owned directly or indirectly by the
  Partnership or another limited partnership or limited liability
  company which is the survivor of a merger, consolidation or
  combination of assets with the Partnership (in each case, the
  "Surviving Partnership"); (ii) the Limited Partners own a
  percentage interest of the Surviving Partnership based on the
  relative fair market value of the net assets of the Partnership
  (as determined pursuant to Section 0 and the other net assets of
  the Surviving Partnership (as determined pursuant to Section 0)
  immediately prior to the consummation of such transaction; (iii)
  the rights, preferences and privileges of the Limited Partners in
  the Surviving Partnership are at least as favorable as those in
  effect immediately prior to the consummation of such transaction
  and as those applicable to any other limited partners or
  non-managing members of the Surviving Partnership; and (iv) such
  rights of the Limited Partners include the right to exchange
  their interests in the Surviving Partnership for at least one of:
  (a) the consideration available to such Limited Partners pursuant
  to Section 0 or (b) if the ultimate controlling person of the
  Surviving Partnership has publicly traded common equity
  securities, such common equity securities, with an exchange ratio
  based on the relative fair market value of such securities (as
  determined pursuant to Section 0) and the REIT Shares.
  
            (d)  In connection with any transaction permitted by
  Section 0 or Section 0 hereof, the General Partner shall use its
  commercially reasonable efforts to structure such Termination
  Transaction to avoid causing the Limited Partners to recognize
  gain for federal income tax purposes by virtue of the occurrence
  of or their participation in such Termination Transaction.  The
  sole remedy for a breach by the General Partner of this Section 0
  shall be a claim for damages.
  
            (e)  In connection with any transaction permitted by
  Section 0 or 0, the relative fair market values shall be
  reasonably determined by the General Partner as of the time of
  such transaction and, to the extent applicable, shall be no less
  favorable to the Limited Partners than the relative values
  reflected in the terms of such transaction.
  
                      Section 11.3   LIMITED PARTNERS' RIGHTS TO
                      TRANSFER
  
            (a)  Prior to January 1, 2000, no Limited Partner shall
  transfer all or any portion of its Partnership Interest to any
  transferee without the consent of the General Partner, which
  consent is to be exercised by its Independent Trust Managers and
  may be withheld in its sole and absolute discretion; PROVIDED,
  HOWEVER, that any Limited Partner may, at any time, without the
  consent of the General Partner, (i) transfer all or any portion
  of its Partnership Interest to the General Partner, (ii) transfer
  all or any portion of its Partnership Interest to an Affiliate of
  such Limited Partner, another original Limited Partner or to an
  Immediate Family member, subject to the provisions of Section 0,
  (iii) transfer all or any portion of its Partnership Interest to
  a trust for the benefit of a charitable beneficiary or to a
  charitable foundation, subject to the provisions of Section 0,
  and (iv) subject to the provisions of Section 0, pledge (a
  "Pledge") all or any portion of its Partnership Interest to a
  lending institution, which is not an Affiliate of such Limited
  Partner, as collateral or security for a bona fide loan or other
  extension of credit, and transfer such pledged Partnership
  Interest to such lending institution in connection with the
  exercise of remedies under such loan or extension or credit, and
  the transfer of such pledged Partnership Interest by the lender
  to any transferee.  Each Limited Partner or Assignee (resulting
  from a transfer made pursuant to clauses (i)-(iv) of the proviso
  of the preceding sentence) shall have the right to transfer all
  or any portion of its Partnership Interest, subject to the
  satisfaction of each of the following conditions (in addition to
  the right of each such Limited Partner or Assignee to continue to
  make any such transfer permitted by clauses (i)-(iv) of such
  proviso without satisfying either of the following conditions):
  
                 (i)  GENERAL PARTNER RIGHT OF FIRST REFUSAL.  The
  transferring Partner shall give written notice of the proposed
  transfer to the General Partner, which notice shall state (i) the
  identity of the proposed transferee, and (ii) the amount and type
  of consideration proposed to be received for the transferred
  Partnership Units.  The General Partner shall have ten (10) days
  upon which to give the transferring Partner notice of its
  election to acquire the Partnership Units on the proposed terms.
  If it so elects, it shall purchase the Partnership Units on such
  terms within ten (10) days after giving notice of such election.
  If it does not so elect, the transferring Partner may transfer
  such Partnership Units to such third party, on economic terms no
  more favorable to the transferee than the proposed terms, subject
  to the other conditions of this Section 0, for a period of ninety
  (90) days, after which such transfer shall again be subject to
  compliance herewith.
  
                 (ii) QUALIFIED TRANSFEREE.  Any transfer of a
  Partnership Interest shall be made only to Qualified Transferees.
  It is a condition to any transfer otherwise permitted hereunder
  that the transferee assumes by operation of law or express
  agreement all of the obligations of the transferor Limited
  Partner under this Agreement with respect to such transferred
  Partnership Interest and no such transfer (other than pursuant to
  a statutory merger or consolidation wherein all obligations and
  liabilities of the transferor Partner are assumed by a successor
  corporation by operation of law) shall relieve the transferor
  Partner of its obligations under this Agreement without the
  approval of the General Partner, in its reasonable discretion.
  Notwithstanding the foregoing, any transferee of any transferred
  Partnership Interest shall be subject to any and all ownership
  limitations contained in the Charter and the representations in
  Section 0.  Any transferee, whether or not admitted as a
  Substituted Limited Partner, shall take subject to the
  obligations of the transferor hereunder.  Unless admitted as a
  Substituted Limited Partner, no transferee, whether by a
  voluntary transfer, by operation of law or otherwise, shall have
  rights hereunder, other than the rights of an Assignee as
  provided in Section 0.
  
            (b)  If a Limited Partner is subject to Incapacity, the
  executor, administrator, trustee, committee, guardian,
  conservator, or receiver of such Limited Partner's estate shall
  have all the rights of a Limited Partner, but not more rights
  than those enjoyed by other Limited Partners, for the purpose of
  settling or managing the estate, and such power as the
  Incapacitated Limited Partner possessed to transfer all or any
  part of his or its interest in the Partnership.  The Incapacity
  of a Limited Partner, in and of itself, shall not dissolve or
  terminate the Partnership.
  
            (c)  The General Partner may prohibit any transfer
  otherwise permitted under Section 0 by a Limited Partner of such
  Limited Partner's Partnership Units if, in the opinion of legal
  counsel to the Partnership, such transfer would require the
  filing of a registration statement under the Securities Act by
  the Partnership or would otherwise violate any federal or state
  securities laws or regulations applicable to the Partnership or
  the Partnership Units.
  
            (d)  No transfer by a Limited Partner of such Limited
  Partner's Partnership Units (including any Redemption or exchange
  for REIT Shares pursuant to Section 0) may be made to any person
  if (i) in the opinion of legal counsel for the Partnership, it
  would result in the Partnership being treated as an association
  taxable as a corporation, or (ii) such transfer is effectuated
  through an "established securities market" or a "secondary market
  (or the substantial equivalent thereof)" within the meaning of
  Section 7704 of the Code.
  
            (e)  No transfer of any Partnership Units may be made
  to a lender to the Partnership or any Person who is related
  (within the meaning of Section 1.752-4(b) of the Regulations) to
  any lender to the Partnership whose loan constitutes a
  Nonrecourse Liability, without the consent of the General
  Partner, in its sole and absolute discretion; PROVIDED THAT, as a
  condition to such consent, the lender will be required to enter
  into an arrangement with the Partnership and the General Partner
  to redeem or exchange for the REIT Shares Amount any Partnership
  Units in which a security interest is held simultaneously with
  the time at which such lender would be deemed to be a partner in
  the Partnership for purposes of allocating liabilities to such
  lender under Section 752 of the Code.
  
            (f)  In addition to any other restrictions on transfer
  contained in this Agreement, in no event may any transfer of any
  Partnership Units by any Partner be made if such transfer would
  cause, or in the opinion of counsel selected by the General
  Partner, could cause (i) the Partnership to become, with respect
  to any employee benefit plan subject to Title I of ERISA or
  Section 4975 of the Code, a "party-in-interest" (as defined in
  Section 3(14) of ERISA) or a "disqualified person" (as defined in
  Section 4975(c) of the Code); or (ii) any portion of the assets
  of the Partnership to constitute assets of any employee benefit
  plan pursuant to Section 2510.3-101 of the regulations of the
  United States Department of Labor.
  
                      Section 11.4   SUBSTITUTED LIMITED PARTNERS
  
            (a)  No Limited Partner shall have the right to
  substitute a transferee as a Limited Partner in such Limited
  Partner's place (including any transferee permitted by Section
  0).  The General Partner shall, however, have the right to
  consent to the admission of a transferee permitted under Section
  0 of the interest of a Limited Partner as a Substituted Limited
  Partner pursuant to this Section 0, which consent may be given or
  withheld by the General Partner in its sole and absolute
  discretion.  The General Partner's failure or refusal to permit a
  transferee of any such interests to become a Substituted Limited
  Partner shall not give rise to any cause of action against the
  Partnership or any Partner.
  
            (b)  A transferee who has been admitted as a
  Substituted Limited Partner in accordance with this Article 0
  shall have all the rights and powers and be subject to all the
  restrictions and liabilities of a Limited Partner under this
  Agreement.  The admission of any transferee as a Substituted
  Limited Partner shall be subject to the transferee executing and
  delivering to the Partnership an acceptance of all of the terms
  and conditions of this Agreement (including, without limitation,
  the provisions of Section 0 and such other documents or
  instruments as may be required in the discretion of the General
  Partner to effect the admission, each in form and substance
  satisfactory to the General Partner) and the acknowledgment by
  such transferee that each of the representations and warranties
  set forth in Section 0 hereof are true and correct with respect
  to such transferee as of the date of the transfer of the
  Partnership Interest to such transferee.
  
            (c)  Upon the admission of a Substituted Limited
  Partner, the General Partner shall amend Exhibit 0 to reflect the
  name, address, number of Partnership Units, and Percentage
  Interest of such Substituted Limited Partner and to eliminate or
  adjust, if necessary, the name, address and interest of the
  predecessor of such Substituted Limited Partner.
  
                      Section 11.5   ASSIGNEES
  
            If the General Partner, in its sole and absolute
  discretion, does not consent to the admission of any permitted
  transferee under Section 0 as a Substituted Limited Partner, as
  described in Section 0, such transferee shall be considered an
  Assignee for purposes of this Agreement.  An Assignee shall be
  entitled to all the rights of an assignee of a limited
  partnership interest under the Act, including the right to
  receive distributions from the Partnership and the share of Net
  Income, Net Losses, gain and loss attributable to the Partnership
  Units assigned to such transferee, the rights to transfer the
  Partnership Units provided in this Article 0, and the right of
  Redemption provided in Section 0, but shall not be deemed to be a
  holder of Partnership Units for any other purpose under this
  Agreement, and shall not be entitled to effect a Consent with
  respect to such Partnership Units on any matter presented to the
  Limited Partners for approval (such Consent remaining with the
  transferor Limited Partner).  In the event any such transferee
  desires to make a further assignment of any such Partnership
  Units, such transferee shall be subject to all the provisions of
  this Article 0 to the same extent and in the same manner as any
  Limited Partner desiring to make an assignment of Partnership
  Units.
  
                      Section 11.6   GENERAL PROVISIONS
  
            (a)  No Limited Partner may withdraw from the
  Partnership other than as a result of (i) a permitted transfer of
  all of such Limited Partner's Partnership Units in accordance
  with this Article 0 and the transferee(s) of such Units being
  admitted to the Partnership as a Substituted Limited Partner or
  (ii) pursuant to a Redemption or exchange for REIT Shares of all
  of such Limited Partner's Partnership Units under Section 0.
  
            (b)  Any Limited Partner who shall transfer all of such
  Limited Partner's Partnership Units in a transfer permitted
  pursuant to this Article 0 where such transferee was admitted as
  a Substituted Limited Partner or pursuant to a Redemption or
  exchange for REIT Shares of all of such Limited Partner's
  Partnership Units under Section 0 shall cease to be a Limited
  Partner.
  
            (c)  Transfers pursuant to this Article 0 may only be
  made on the first day of a fiscal quarter of the Partnership,
  unless the General Partner otherwise agrees.
  
            (d)  If any Partnership Interest is transferred or
  assigned during any quarterly segment of the Partnership's fiscal
  year in compliance with the provisions of this Article 0 or
  transferred or redeemed pursuant to Section 0, on any day other
  than the first day of a Partnership Year, then Net Income, Net
  Losses, each item thereof and all other items attributable to
  such Partnership Interest for such fiscal year shall be divided
  and allocated between the transferor Partner and the transferee
  Partner by taking into account their varying interests during the
  fiscal year in accordance with Section 706(d) of the Code, using
  the pro-ration of items method.  Except as otherwise required by
  Section 706(d) of the Code, solely for purposes of making such
  allocations, each of such items for the calendar quarter in which
  the transfer, assignment or redemption occurs shall be allocated
  to the Person who is a Partner as of midnight on the Partnership
  Record Date and none of such items for the calendar quarter in
  which a redemption occurs will be allocated to the redeeming
  Partner.  All distributions of Available Cash with respect to
  which the Partnership Record Date is before the date of such
  transfer, assignment or redemption shall be made to the
  transferor Partner, and all distributions of Available Cash
  thereafter, in the case of a transfer or assignment other than a
  redemption, shall be made to the transferee Partner.
  
            (e)  In addition to any other restrictions on transfer
  herein contained, including without limitation the provisions of
  this Article 0, in no event may any transfer or assignment of a
  Partnership Interest by any Partner (including by way of a
  Redemption) be made (i) to any person or entity who lacks the
  legal right, power or capacity to own a Partnership Interest;
  (ii) in violation of applicable law; (iii) of any component
  portion of a Partnership Interest, such as the Capital Account,
  or rights to distributions, separate and apart from all other
  components of a Partnership Interest; (iv) if in the opinion of
  legal counsel to the Partnership such transfer would cause a
  termination of the Partnership for federal or state income tax
  purposes (except as a result of the Redemption or exchange for
  REIT Shares of all Partnership Units held by all Limited Partners
  or pursuant to a Termination Transaction expressly permitted
  under Section 0); (v) if in the opinion of counsel to the
  Partnership such transfer would cause the Partnership to cease to
  be classified as a partnership for federal or state income tax
  purposes (except as a result of the Redemption or exchange for
  REIT Shares of all Partnership Units held by all Limited
  Partners); (vi) if such transfer requires the registration of
  such Partnership Interest pursuant to any applicable federal or
  state securities laws; (vii) if such transfer is effectuated
  through an "established securities market" or a "secondary
  market" (or the substantial equivalent thereof) within the
  meaning of Section 7704 of the Code or such transfer causes the
  Partnership to become a "Publicly Traded Partnership," as such
  term is defined in Sections 469(k)(2) or 7704(b) of the Code;
  (viii) if such transfer subjects the Partnership to be regulated
  under the Investment Company Act of 1940, the Investment Advisors
  Act of 1940 or the Employee Retirement Income Security Act of
  1974, each as amended; (ix) if the transferee or assignee of such
  Partnership Interest is unable to make the representations set
  forth in Section 0 or such transfer could otherwise adversely
  affect the ability of the Company to remain qualified as a REIT;
  or (x) if in the opinion of legal counsel for the Partnership
  such transfer would adversely affect the ability of the Company
  to continue to qualify as a REIT or subject the Company to any
  additional taxes under Section 857 or Section 4981 of the Code.
  
            (f)  The General Partner shall monitor the transfers of
  interests in the Partnership to determine (i) if such interests
  are being traded on an "established securities market" or a
  "secondary market (or the substantial equivalent thereof)" within
  the meaning of Section 7704 of the Code, and (ii) whether
  additional transfers of interests would result in the Partnership
  being unable to qualify for at least one of the "safe harbors"
  set forth in regulations Section 1.7704-1 (or such other guidance
  subsequently published by the IRS setting forth safe harbors
  under which interests will not be treated as "readily tradable on
  a secondary market (or the substantial equivalent thereof)"
  within the meaning of Section 7704 of the Code) (the "Safe
  Harbors").  The General Partner shall take all steps reasonably
  necessary or appropriate to prevent any trading of interests or
  any recognition by the Partnership of transfers made on such
  markets and, except as otherwise provided herein, to insure that
  at least one of the Safe Harbors is met.
  
  
                             ARTICLE 12
                        ADMISSION OF PARTNERS
  
                      Section 12.1   ADMISSION OF SUCCESSOR GENERAL
                      PARTNER
  
            A successor to all of the General Partner's General
  Partner Interest pursuant to Section 0 hereof who is proposed to
  be admitted as a successor General Partner shall be admitted to
  the Partnership as the General Partner, effective upon such
  transfer.  Any such transferee shall carry on the business of the
  Partnership without dissolution.  In each case, the admission
  shall be subject to the successor General Partner executing and
  delivering to the Partnership an acceptance of all of the terms
  and conditions of this Agreement and such other documents or
  instruments as may be required to effect the admission.  In the
  case of such admission on any day other than the first day of a
  Partnership Year, all items attributable to the General Partner's
  Partnership Interest for such Partnership Year shall be allocated
  between the transferring General Partner and such successor as
  provided in Article 0 hereof.
  
                      Section 12.2   ADMISSION OF ADDITIONAL
                      LIMITED PARTNERS
  
            (a)  After the admission to the Partnership of the
  Limited Partner on the date hereof, a Person who makes a Capital
  Contribution to the Partnership in accordance with this Agreement
  shall be admitted to the Partnership as an Additional Limited
  Partner only upon furnishing to the General Partner (i) evidence
  of acceptance in form satisfactory to the General Partner of all
  of the terms and conditions of this Agreement, including, without
  limitation, the power of attorney granted in Section 0 hereof and
  (ii) such other documents or instruments as may be required in
  the discretion of the General Partner in order to effect such
  Person's admission as an Additional Limited Partner.
  
            (b)  Notwithstanding anything to the contrary in this
  Section 0, no Person shall be admitted as an Additional Limited
  Partner without the consent of the General Partner, which consent
  may be given or withheld in the General Partner's sole and
  absolute discretion.  The admission of any Person as an
  Additional Limited Partner shall become effective on the date
  upon which the name of such Person is recorded on the books and
  records of the Partnership, following the receipt of the Capital
  Contribution in respect of such Limited Partner, the documents
  and instruments described in Section 0 and the consent of the
  General Partner to such admission.  If any Additional Limited
  Partner is admitted to the Partnership on any day other than the
  first day of a Partnership Year, then Net Income, Net Losses,
  each item thereof and all other items allocable among Partners
  and Assignees for such Partnership Year shall be allocated among
  such Additional Limited Partner and all other Partners and
  Assignees by taking into account their varying interests during
  the Partnership Year in accordance with Section 706(d) of the
  Code, using the interim closing of the books method unless the
  General Partner, in its sole and absolute discretion, elects to
  adopt another reasonable method permitted by law.  Solely for
  purposes of making such allocations, each of such items for the
  calendar month in which an admission of an Additional Limited
  Partner occurs shall be allocated among all the Partners and
  Assignees including such Additional Limited Partner.  All
  distributions of Available Cash with respect to which the
  Partnership Record Date is before the date of such admission
  shall be made solely to Partners and Assignees other than the
  Additional Limited Partner (other than in its capacity as an
  Assignee) and, except as otherwise agreed to by the Additional
  Limited Partners and the General Partner, all distributions of
  Available Cash thereafter shall be made to all Partners and
  Assignees including such Additional Limited Partner.
  
                      Section 12.3   AMENDMENT OF AGREEMENT AND
                      CERTIFICATE OF LIMITED PARTNERSHIP
  
            For the admission to the Partnership of any Partner,
  the General Partner shall take all steps necessary and
  appropriate under the Act to amend the records of the Partnership
  and, if necessary, to prepare as soon as practical an amendment
  of this Agreement (including an amendment of Exhibit 0) and, if
  required by law, shall prepare and file an amendment to the
  Certificate and may for this purpose exercise the power of
  attorney granted pursuant to Section 0 hereof.
  
  
                             ARTICLE 13
                     DISSOLUTION AND LIQUIDATION
  
                      Section 13.1   DISSOLUTION
  
            The Partnership shall not be dissolved by the admission
  of Substituted Limited Partners or Additional Limited Partners or
  by the admission of a successor General Partner in accordance
  with the terms of this Agreement.  Upon the withdrawal of the
  General Partner, any successor General Partner (selected as
  described in Section 0 below) shall continue the business of the
  Partnership.  The Partnership shall dissolve, and its affairs
  shall be wound up, upon the first to occur of any of the
  following ("Liquidating Events"):
  
            (a)  the expiration of its term as provided in Section
  0 hereof;
  
            (b)  an event of withdrawal of the General Partner, as
  defined in the Act, unless, within 90 days after the withdrawal,
  all of the remaining Partners agree in writing, in their sole and
  absolute discretion, to continue the business of the Partnership
  and to the appointment, effective as of the date of withdrawal,
  of a successor General Partner;
  
            (c)  an election to dissolve the Partnership made by
  the General Partner;
  
            (d)  entry of a decree of judicial dissolution of the
  Partnership pursuant to the provisions of the Act;
  
            (e)  the sale of all or substantially all of the assets
  and properties of the Partnership for cash or marketable
  securities;
  
            (f)  the Incapacity of the General Partner, unless all
  of the remaining Partners in their sole and absolute discretion
  agree in writing to continue the business of the Partnership and
  to the appointment, effective as of a date prior to the date of
  such Incapacity, of a substitute General Partner; or
  
            (g)  the Redemption or exchange for REIT Shares of all
  Partnership Units (other than those of the General Partner).
  
                      Section 13.2   WINDING UP
  
            (a)  Upon the occurrence of a Liquidating Event, the
  Partnership shall continue solely for the purposes of winding up
  its affairs in an orderly manner, liquidating its assets, and
  satisfying the claims of its creditors and Partners.  No Partner
  shall take any action that is inconsistent with, or not necessary
  to or appropriate for, the winding up of the Partnership's
  business and affairs.  The General Partner (or, in the event
  there is no remaining General Partner, any Person elected by a
  Majority in Interest of the Limited Partners) (the "Liquidator")
  shall be responsible for overseeing the winding up and
  dissolution of the Partnership and shall take full account of the
  Partnership's liabilities and assets and the Partnership property
  shall be liquidated as promptly as is consistent with obtaining
  the fair value thereof, and the proceeds therefrom (which may, to
  the extent determined by the General Partner, include shares of
  stock of the General Partner) shall be applied and distributed in
  the following order:
  
                 (i)  First, to the payment and discharge of all of
  the Partnership's debts and liabilities to creditors other than
  the Partners;
  
                 (ii) Second, to the payment and discharge of all
  of the Partnership's debts and liabilities to the General
  Partner;
  
                 (iii)     Third, to the payment and discharge of
  all of the Partnership's debts and liabilities to the other
  Partners; and
  
                 (iv) The balance, if any, to the General Partner
  and Limited Partners in accordance with their positive Capital
  Account balances, determined after taking into account all
  Capital Account adjustments for the Partnership taxable year
  during which the liquidation occurs (other than those made as a
  result of the liquidating distribution set forth in this Section
  0).
  
            The General Partner shall not receive any additional
  compensation for any services performed pursuant to this Article
  0 other than reimbursement of its expenses as provided in Section
  0.
  
            (b)  Notwithstanding the provisions of Section 0
  hereof, but subject to the order of priorities set forth therein,
  if prior to or upon dissolution of the Partnership the Liquidator
  determines that an immediate sale of part or all of the
  Partnership's assets would be impractical or would cause undue
  loss to the Partners, the Liquidator may, in its sole and
  absolute discretion, defer for a reasonable time the liquidation
  of any assets except those necessary to satisfy liabilities of
  the Partnership (including to those Partners as creditors) and/or
  distribute to the Partners, in lieu of cash, as tenants in common
  and in accordance with the provisions of Section 0 hereof,
  undivided interests in such Partnership assets as the Liquidator
  deems not suitable for liquidation.  Any such distributions in
  kind shall be made only if, in the good faith judgment of the
  Liquidator, such distributions in kind are in the best interest
  of the Partners, and shall be subject to such conditions relating
  to the disposition and management of such properties as the
  Liquidator deems reasonable and equitable and to any agreements
  governing the operation of such properties at such time.  The
  Liquidator shall determine the fair market value of any property
  distributed in kind using such reasonable method of valuation as
  it may adopt.
  
  
                      Section 13.3   COMPLIANCE WITH TIMING
                      REQUIREMENTS OF REGULATIONS
  
            In the event the Partnership is "liquidated" within the
  meaning of Regulations Section 1.704-1(b)(2)(ii)(g),
  distributions shall be made pursuant to this Article 0 to the
  General Partner and Limited Partners who have positive Capital
  Accounts in compliance with Regulations Section
  1.704-1(b)(2)(ii)(b)(2).  If any Partner has a deficit balance in
  his or her Capital Account (after giving effect to all
  contributions, distributions and allocations for the taxable
  years, including the year during which such liquidation occurs),
  such Partner shall have no obligation to make any contribution to
  the capital of the Partnership with respect to such deficit, and
  such deficit shall not be considered a debt owed to the
  Partnership or to any other Person for any purpose whatsoever.
  In the discretion of the Liquidator, a pro rata portion of the
  distributions that would otherwise be made to the General Partner
  and Limited Partners pursuant to this Article 0 may be:
  
            (a)  distributed to a trust established for the benefit
  of the Partners for the purposes of liquidating Partnership
  assets, collecting amounts owed to the Partnership, and paying
  any contingent or unforeseen liabilities or obligations of the
  Partnership or of the General Partner arising out of or in
  connection with the Partnership.  The assets of any such trust
  shall be distributed to the Partners from time to time, in the
  reasonable discretion of the Liquidator, in the same proportions
  and the amount distributed to such trust by the Partnership would
  otherwise have been distributed to the General Partner and
  Limited Partners pursuant to this Agreement; or
  
            (b)  withheld to provide a reasonable reserve for
  Partnership liabilities (contingent or otherwise) and to reflect
  the unrealized portion of any installment obligations owed to the
  Partnership, PROVIDED THAT when the Liquidator determines that
  the withheld amounts are no longer appropriate such withheld
  amounts shall be distributed to the Partners as soon as
  practicable in the manner and order of priority set forth in
  Section 0.
  
                      Section 13.4   RIGHTS OF LIMITED PARTNERS
  
            Except as otherwise provided in this Agreement, each
  Limited Partner shall look solely to the assets of the
  Partnership for the return of such Limited Partner's Capital
  Contribution and shall have no right or power to demand or
  receive property from the General Partner.  Except as otherwise
  provided in this Agreement, no Limited Partner shall have
  priority over any other Limited Partner as to the return of his
  Capital Contributions, distributions or allocations.
  
                      Section 13.5   NOTICE OF DISSOLUTION
  
            In the event a Liquidating Event occurs or an event
  occurs that would, but for provisions of Section 0, result in a
  dissolution of the Partnership, the General Partner shall, within
  30 days thereafter, provide written notice thereof to each of the
  Partners and to all other parties with whom the Partnership
  regularly conducts business (as determined in the discretion of
  the General Partner) and shall publish notice thereof in a
  newspaper of general circulation in each place in which the
  Partnership regularly conducts business (as determined in the
  discretion of the General Partner).
  
                      Section 13.6   CANCELLATION OF CERTIFICATE OF
                      LIMITED PARTNERSHIP
  
            Upon the completion of the liquidation of the
  Partnership cash and property as provided in Section 0 hereof,
  the Partnership shall be terminated and the Certificate and all
  qualifications of the Partnership as a foreign limited
  partnership in jurisdictions other than the State of Delaware
  shall be canceled and such other actions as may be necessary to
  terminate the Partnership shall be taken.
  
                      Section 13.7   REASONABLE TIME FOR WINDING UP
  
            A reasonable time shall be allowed for the orderly
  winding up of the business and affairs of the Partnership and the
  liquidation of its assets pursuant to Section 0 hereof, in order
  to minimize any losses otherwise attendant upon such winding up,
  and the provisions of this Agreement shall remain in effect
  between the Partners during the period of liquidation.
  
                      Section 13.8   WAIVER OF PARTITION
  
            Each Partner hereby waives any right to partition of
  the Partnership property.
  
  
                             ARTICLE 14
            AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS
  
                      Section 14.1   AMENDMENTS
  
            (a)  The actions requiring consent or approval of the
  Partners or of the Limited Partners pursuant to this Agreement,
  including Section 0, or otherwise pursuant to applicable law, are
  subject to the procedures in this Article 0.
  
            (b)  Amendments to this Agreement requiring the consent
  or approval of Limited Partners may be proposed by the General
  Partner or by Limited Partners who hold 25% or more of the
  Partnership Interests held by Limited Partners.  Following such
  proposal, the General Partner shall submit any proposed amendment
  to the Partners or the Limited Partners, as applicable.  The
  General Partner shall seek the written consent or approval of the
  Partners or Limited Partners on the proposed amendment or shall
  call a meeting to vote thereon and to transact any other business
  that it may deem appropriate.  For purposes of obtaining a
  written consent, the General Partner may require a response
  within a reasonable specified time, but not less than 15 days,
  and failure to respond in such time period shall constitute a
  consent which is consistent with the General Partner's
  recommendation (if so recommended) with respect to the proposal;
  PROVIDED THAT, an action shall become effective at such time as
  requisite consents are received even if prior to such specified
  time.
  
                      Section 14.2   ACTION BY THE PARTNERS
  
            (a)  Meetings of the Partners may be called by the
  General Partner and shall be called upon the receipt by the
  General Partner of a written request by Limited Partners holding
  twenty-five percent (25%) or more of the Partnership Interests
  held by Limited Partners.  The call shall state the nature of the
  business to be transacted.  Notice of any such meeting shall be
  given to all Partners not less than seven days nor more than 30
  days prior to the date of such meeting.  Partners may vote in
  person or by proxy at such meeting.  Whenever the vote or consent
  of the Limited Partners or of the Partners is permitted or
  required under this Agreement, such vote or Consent may be given
  at a meeting of Partners or may be given in accordance with the
  procedure prescribed in Section 0 hereof.
  
            (b)  Any action required or permitted to be taken at a
  meeting of the Partners may be taken without a meeting if a
  written consent setting forth the action so taken is signed by
  the percentage as is expressly required by this Agreement for the
  action in question.  Such consent may be in one instrument or in
  several instruments, and shall have the same force and effect as
  a vote of the Percentage Interests of the Partners (expressly
  required by this Agreement).  Such consent shall be filed with
  the General Partner.  An action so taken shall be deemed to have
  been taken at a meeting held on the effective date so certified.
  
            (c)  Each Limited Partner may authorize any Person or
  Persons to act for him by proxy on all matters in which a Limited
  Partner is entitled to participate, including waiving notice of
  any meeting, or voting or participating at a meeting.  Every
  proxy must be signed by the Limited Partner or his
  attorney-in-fact.  No proxy shall be valid after the expiration
  of 11 months from the date thereof unless otherwise provided in
  the proxy.  Every proxy shall be revocable at the pleasure of the
  Limited Partner executing it.
  
            (d)  Each meeting of Partners shall be conducted by the
  General Partner or
  such other Person as the General Partner may appoint pursuant to
  such rules for the conduct of the meeting as the General Partner
  or such other Person deems appropriate.
  
  
                             ARTICLE 15
                         GENERAL PROVISIONS
  
                      Section 15.1   ADDRESSES AND NOTICE
  
            Any notice, demand, request or report required or
  permitted to be given or made to a Partner or Assignee under this
  Agreement shall be in writing and shall be deemed given or made
  when delivered in person or when sent by certified first-class
  United States mail, nationally recognized overnight delivery
  service or facsimile transmission to the Partner or Assignee at
  the address set forth in Exhibit 0 or such other address as the
  Partners shall notify the General Partner in writing.
  
                      Section 15.2   TITLES AND CAPTIONS
  
            All article or Section titles or captions in this
  Agreement are for convenience only.  They shall not be deemed
  part of this Agreement and in no way define, limit, extend or
  describe the scope or intent of any provisions hereof.  Except as
  specifically provided otherwise, references to "Articles" and
  "Sections" are to Articles and Sections of this Agreement.
  
                      Section 15.3   PRONOUNS AND PLURALS
  
            Whenever the context may require, any pronoun used in
  this Agreement shall include the corresponding masculine,
  feminine or neuter forms, and the singular form of nouns,
  pronouns and verbs shall include the plural and vice versa.
  
                      Section 15.4   FURTHER ACTION
  
            The parties shall execute and deliver all documents,
  provide all information and take or refrain from taking action as
  may be necessary or appropriate to achieve the purposes of this
  Agreement.
  
                      Section 15.5   BINDING EFFECT
  
            This Agreement shall be binding upon and inure to the
  benefit of the parties hereto and their heirs, executors,
  administrators, successors, legal representatives and permitted
  assigns.
  
                      Section 15.6   CREDITORS
  
            Other than as expressly set forth herein with respect
  to Indemnitees, none of the provisions of this Agreement shall be
  for the benefit of, or shall be enforceable by, any creditor of
  the Partnership.
  
                      Section 15.7   WAIVER
  
            No failure or delay by any party to insist upon the
  strict performance of any covenant, duty, agreement or condition
  of this Agreement or to exercise any right or remedy consequent
  upon any breach thereof shall constitute waiver of any such
  breach or any other covenant, duty, agreement or condition.
  
                      Section 15.8   COUNTERPARTS
  
            This Agreement may be executed in counterparts, all of
  which together shall constitute one agreement binding on all the
  parties hereto, notwithstanding that all such parties are not
  signatories to the original or the same counterpart.  Each party
  shall become bound by this Agreement immediately upon affixing
  its signature hereto.
  
                      Section 15.9   APPLICABLE LAW
  
            This Agreement shall be construed in accordance with
  and governed by the laws of the State of Delaware, without regard
  to the principles of conflicts of law.
  
                      Section 15.10  INVALIDITY OF PROVISIONS
  
            If any provision of this Agreement is or becomes
  invalid, illegal or unenforceable in any respect, the validity,
  legality and enforceability of the remaining provisions contained
  herein shall not be affected thereby.
  
                      Section 15.11  LIMITATION TO PRESERVE REIT
                      STATUS
  
            To the extent that any amount paid or credited to the
  General Partner or its officers, directors, employees or agents
  pursuant to Section 0 or Section 0 would constitute gross income
  to the Company for purposes of Sections 856(c)(2) or 856(c)(3) of
  the Code (a "General Partner Payment") then, notwithstanding any
  other provision of this Agreement, the amount of such General
  Partner Payments for any fiscal year shall not exceed the lesser
  of:
  
            (a)  an amount equal to the excess, if any, of (a)
  5.00% of the General Partner's total gross income (but not
  including the amount of any General Partner Payments) for the
  fiscal year which is described in subsections (A) through (H) of
  Section 856(c)(2) of the Code over (b) the amount of gross income
  (within the meaning of Section 856(c)(2) of the Code) derived by
  the General Partner from sources other than those described in
  subsections (A) through (H) of Section 856(c)(2) of the Code (but
  not including the amount of any General Partner Payments); or
  
            (b)  an amount equal to the excess, if any, of (a) 25%
  of the General Partner's total gross income (but not including
  the amount of any General Partner Payments) for the fiscal year
  which is described in subsections (A) through (I) of Section
  856(c)(3) of the Code over (b) the amount of gross income (within
  the meaning of Section 856(c)(3) of the Code) derived by the
  General Partner from sources other than those described in
  subsections (A) through (I) of Section 856(c)(3) of the Code (but
  not including the amount of any General Partner Payments);
  PROVIDED, HOWEVER, that General Partner Payments in excess of the
  amounts set forth in subparagraphs (i) and (ii) above may be made
  if the General Partner, as a condition precedent, obtains an
  opinion of tax counsel that the receipt of such excess amounts
  would not adversely affect the Company's ability to qualify as a
  REIT.  To the extent General Partner Payments may not be made in
  a year due to the foregoing limitations, such General Partner
  Payments shall carry over and be treated as arising in the
  following year, PROVIDED, HOWEVER, that such amounts shall not
  carry over for more than five years, and if not paid within such
  five-year period, shall expire; PROVIDED FURTHER, that (i) as
  General Partner Payments are made, such payments shall be applied
  first to carryover amounts outstanding, if any, and (ii) with
  respect to carryover amounts for more than one Partnership Year,
  such payments shall be applied to the earliest Partnership Year
  first.
  
                      Section 15.12  ENTIRE AGREEMENT
  
            This Agreement contains the entire understanding and
  agreement among the Partners with respect to the subject matter
  hereof and supersedes any other prior written or oral
  understandings or agreements among them with respect thereto.
  
                      Section 15.13  NO RIGHTS AS STOCKHOLDERS
  
            Nothing contained in this Agreement shall be construed
  as conferring upon the holders of Partnership Units any rights
  whatsoever as stockholders of the Company including without
  limitation any right to receive dividends or other distributions
  made to stockholders of the Company or to vote or to consent or
  to receive notice as stockholders in respect of any meeting of
  stockholders for the election of directors of the Company or any
  other matter.
  
            IN WITNESS WHEREOF, the parties hereto have executed
  this Agreement as of the date first written above.
  
  
  
  PARKWAY PROPERTIES, INC.
  
  
  
  By:
       Name:
       Title:
  
  
  
  PARKWAY PROPERTIES GENERAL PARTNERS, INC.
  
  
  
  By:
       Name:
       Title:
  
  
  
                              EXHIBIT A
          Partners, Contributions and Partnership Interests
                                  
                                  
        Partner         Initial Contribution  Partnership Interest
  Parkway Properties,                 $9,900  99% Limited
  Inc.                                        Partnership Interest
                                              consisting of
                                              9,670,080 Units.
  Parkway Properties                    $100  1% General
  General Partners,                           Partnership Interest
  Inc.                                        consisting of 97,678
                                              Units.
                              EXHIBIT B
                        Notice of Redemption
                                  
                                  
            The undersigned hereby irrevocably (i) redeems
  Partnership Units in Parkway Properties LP in accordance with the
  terms of the Amended and Restated Limited Partnership Agreement
  of Parkway Properties LP and the Redemption Right referred to
  therein, (ii) surrenders such Limited Partnership Units and all
  right, title and interest therein, and (iii) directs that the
  Cash Amount or REIT Shares Amount (as determined by the General
  Partner and/or the Company) deliverable upon exercise of the
  Redemption Right be delivered to the address specified below, and
  if REIT Shares are to be delivered, such REIT Shares be
  registered or placed in the name(s) and at the address(es)
  specified below.  The undersigned hereby represents, warrants,
  and certifies, that the undersigned (a) has marketable, and
  unencumbered title to the Partnership Units, free and clear of
  the rights of or interests of any other person or entity; (b) has
  the full right, power and authority to redeem and surrender such
  Partnership Units as provided herein; and (c) has obtained the
  consent or approval of all persons or entities, if any, having
  the right to consult or approve such redemption and surrender.
  
  Dated:
  
  Name of Limited Partner:
  
  (Signature of Limited Partner)
  
  (Street Address)
  
            (City)         (State)        (Zip Code)
  
  Signature Guaranteed by:
  
  If REIT Shares are to be issued, issue to:
  
  Name:
  
  Please insert social security or identifying number:
                              EXHIBIT C
       Schedule of Partners' Ownership with Respect to Tenants
                                  
  
  
  
            NONE
                              EXHIBIT D
                 Schedule of REIT Shares Actually or
           Constructively Owned by Limited Partners Other
             than those Acquired Pursuant to an Exchange
  
  
            NONE
  
  
  
  
  
  _______________________________
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 378203}]
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": "98544256"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-4647", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date earliest event reported): February 18,1998
                                                ------------------
  
                      PARKWAY PROPERTIES, INC.
  -----------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Maryland                      1-11533                   74-2123597
  ------------------------------------------------------------------
  (State or other       (Commission File Number)       (IRSEmployer
  jurisdiction of                                    Identification
  incorporation)                                        Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                                39225-4647
  ------------------------------------------------------------------
  
  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.
  
  Proposed Purchase:
  
       On February 17, 1998, Parkway Properties, Inc. ("Parkway")
  announced that it has entered into a contract to acquire a 13 building
  Southeastern office portfolio ("Southeastern Office Portfolio")
  comprising a total of approximately 1,470,000 net rentable square
  feet from an Atlanta based real estate investment firm for
  $163,014,000 in cash.  The total purchase price, including
  closing costs, anticipated capital expenditures and leasing
  commissions, is expected to be approximately $165,714,000.  The
  contract, which is subject to customary due diligence procedures,
  is expected to close on or about February 25, 1998.  The Company
  expects to fund the purchase initially with short-term bank
  borrowings from two bank groups.  The Company recently negotiated
  an increase in size and reduction in interest rate on its
  existing line of credit with a consortium of banks led by Deposit
  Guaranty National Bank to $100,000,000 at a rate of LIBOR plus
  140 basis points.  In addition, the Company expects to receive a
  $75,000,000 unsecured loan from NationsBank, NA, also at a rate
  of LIBOR plus 140 basis points.
  
  Item 5.  Other Events.
  
       (1)  UPREIT Structure.
  
        In  January 1998, Parkway completed its reorganization into
  an umbrella partnership REIT ("UPREIT") structure under which all
  of  Parkway's office building real estate assets are owned by  an
  operating    partnership,    Parkway    Properties,    LP    (the
  "Partnership").    The  Company  anticipates  that   the   UPREIT
  structure  will enable it to pursue new investment  opportunities
  by  having  the  ability  to offer tax advantaged  units  in  the
  Partnership to property owners in exchange for office properties.
  Presently, all interests in the Partnership are owned by  wholly-
  owned subsidiaries of Parkway.
  
       (2)  1997 Year-End Results.
  
       Parkway reported total revenue of $48.1 million for the year
  ended  December 31, 1997, compared to $24.1 million for the  year
  ended  December  31, 1996.  The Company reported net  income  and
  funds  from  operations ("FFO") for the year ended  December  31,
  1997,  of $14.5 million and $17.6 million, respectively, compared
  to  $14.4  million and $6.4 million, respectively, for  the  year
  ended  December  31, 1996.  Parkway defines FFO, consistent  with
  NAREIT's definition, as net income (loss) (computed in accordance
  with   generally   accepted  accounting   principles   ("GAAP")),
  excluding gains (or losses) from debt restructuring and sales  of
  property,  plus real estate related depreciation and amortization
  and  after adjustments for unconsolidated partnerships and  joint
  ventures.  The Company believes FFO is helpful to investors as  a
  measure of the performance of an equity REIT because, along  with
  cash  flows  from operating activities, financing activities  and
  investing activities, it provides investors with an understanding
  of  the ability of the Company to incur and service debt and make
  capital  expenditures.  The Company computes  FFO  in  accordance
  with standards established by Parkway, which may differ from  the
  methodology  for calculating FFO utilized by other equity  REITs,
  and,  accordingly,  may not be comparable to  such  other  REITs.
  Further,   FFO   does   not  represent  amounts   available   for
  management's   discretionary  use  because  of   needed   capital
  replacement  or  expansion, debt service  obligations,  or  other
  commitments and uncertainties.  FFO should not be considered as an
  alternative to net income (determined in accordance with GAAP), as
  an  indication of the Company's financial performance or to  cash
  flows  from  operating activities (determined in accordance  with
  GAAP)  as  a  measure  of  the Company's  liquidity,  nor  is  it
  indicative  of funds available to fund the Company's cash  needs,
  including its ability to make distributions.
  
       (3)  Effects of Adoption of Statement of Financial Accounting
            Standards No. 128, Earnings per Share.
  
       The earnings per share amounts for the years ended December 31, 1997,
  1996 and 1995 and the quarters of 1997 and 1996 have been restated to
  comply with Financial Accounting Standards Board's Statement of 
  Financial Accounting Standard No. 128, "Earning per Share" as follows:
  
                         Net Income         Weighted Average
                         Per Share         Shares Outstanding
                       Basic   Diluted     Basic      Diluted
  Year Ended:                                      
  1995               $ 4.24    $ 4.15    2,786,463   2,847,681
  1996               $ 3.92    $ 3.81    3,662,182   3,776,301
  1997               $ 2.05    $ 2.01    7,077,769   7,214,253
                                                   
  3 Months Ended:                                  
  March 31, 1996     $  .39    $  .38    2,008,135   2,098,208
  June 30, 1996      $ 2.00    $ 1.93    3,212,637   3,323,699
  September 30, 1996 $  .39    $  .38    4,193,319   4,310,218
  December 31, 1996  $ 1.31    $ 1.27    4,222,279   4,360,720
                                                   
  March 31, 1997     $  .62    $  .61    5,717,585   5,847,943
  June 30, 1997      $  .43    $  .42    6,287,706   6,405,143
  September 30, 1997 $  .34    $  .33    6,531,860   6,674,795
  December 31, 1997  $  .62    $  .61    9,735,761   9,890,968
                                                   
  6 Months Ended:                                  
  June 30, 1996      $ 2.31    $ 2.24    3,110,572   3,211,140
  June 30, 1997      $ 1.04    $ 1.01    6,004,220   6,128,118
                                                   
  9 Months Ended:                                  
  September 30, 1996 $ 2.54    $ 2.46    3,474,123   3,580,134
  September 30, 1997 $ 1.36    $ 1.33    6,182,032   6,312,275
  
  Item 7.   Financial Statements and Exhibits.
  
       (a)  Financial Statements
  
       The following audited financial statement of the
  Southeastern Office Portfolio for the year ended December 31,
  1996 is attached hereto. Also included is the unaudited financial
  statement for the nine months ended September 30, 1997.
                                                               Page
                                                               ----
       Report of Independent Auditors                             6
       Combined Statement of Rental Revenue and
         Direct Operating Expenses                                7
       Notes to Combined Statement of Rental Revenue
         and Direct Operating Expenses                            8
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The following unaudited Pro Forma Consolidated Financial
  Statements are attached hereto.
                                                             Page
                                                             ----
  Pro Forma Consolidated Financial Statements (Unaudited)     10
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    As of September 30, 1997                                  12
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1996                      13
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Nine Months Ended September 30, 1997              14
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                    15
  
       (c)  Exhibits
       
       (10) Sale   Agreement   and  Amendments  between   Brookdale
            Investors,  L.P.,  a Delaware limited partnership,  and
            Parkway  Properties LP, a Delaware limited partnership.
            Parkway  agrees  to  furnish  supplementally   to   the
            Securities and Exchange Commission on request a copy of
            any omitted schedule or exhibit to this agreement.
       
       (99) Amended  and  Restated Agreement of Limited Partnership
            of Parkway Properties, LP dated January 1, 1998.
  
                    Report of Independent Auditors
  
  The Board of Directors
  Parkway Properties, Inc.
  
  We have audited the accompanying combined statement of rental
  revenue and direct operating expenses of the Southeastern Office
  Portfolio for the year ended December 31, 1996. This statement is
  the responsibility of management.  Our responsibility is to
  express an opinion on this statement based on our audit.
  
  We conducted our audit in accordance with generally accepted
  audit2ing standards.  Those standards require that we plan and
  perform the audit to obtain reasonable assurance about whether
  the combined statement of rental revenue and direct operating
  expenses is free of material misstatement.  An audit includes
  examining, on a test basis, evidence supporting the amounts and
  disclosures in the statement.  An audit also includes assessing
  the accounting principles used and significant estimates made by
  management, as well as evaluating the overall statement
  presentation.  We believe that our audit provides a reasonable
  basis for our opinion.
  
  The accompanying statement was prepared for the purpose of
  complying with the rules and regulations of the Securities and
  Exchange Commission for inclusion in Form 8-K of Parkway
  Properties, Inc., as described in Note 2, and is not intended to
  be a complete presentation of the Southeastern Office Portfolio
  revenue and expenses.
  
  In our opinion, the combined statement of rental revenue and
  direct operating expenses referred to above presents fairly, in
  all material respects, the rental revenue and direct operating
  expenses described in Note 2 of the Southeastern Office Portfolio
  for the year ended December 31, 1996, in conformity with
  generally accepted accounting principles.
  
  We have compiled the accompanying combined statement of rental
  revenue and direct operating expenses of the Southeastern Office
  Portfolio for the nine months ended September 30, 1997 in
  accordance with the Statement on Standards for Accounting and
  Review Services issued by the American Institute of Certified
  Public Accountants. A compilation is limited to presenting in the
  form of a financial statement information that is the
  representation of management.  We have not audited or reviewed
  the combined statement of rental revenue and direct operating
  expenses of the Southeastern Portfolio for the nine months ended
  September 30, 1997 and, accordingly, do not express an opinion or
  any other form of assurance on the statement.
  
  Jackson, Mississippi                       /s/ Ernst & Young LLP
  February 14, 1998
  
                  The Southeastern Office Portfolio
  
                Combined Statement of Rental Revenue
                    and Direct Operating Expenses
  
                                 Year Ended       Nine Months Ended
                              December 31, 1996   September 30,1997
                             ------------------   ------------------
                                                      (unaudited)
  
  Rental revenue (Note 1):
   Minimum rents ...............$17,717,506        $13,969,950
   Reimbursed charges and
     other income...............  2,030,707          1,437,019
                                -----------        -----------
                                 19,748,213         15,406,969
  
  Direct operating expenses
                              (Note 2):
    Utilities...................  2,347,855          1,755,320
    Real estate taxes...........  1,995,497          1,564,505
    Maintenance services
      and supplies..............  1,746,849          1,220,625
    Janitorial services
      and supplies..............  1,145,433            912,760
    Management fees.............    494,481            391,786
    Insurance...................    155,184            122,245
    Security service............    335,613            242,321
    Administrative and
      miscellaneous expenses....    983,414            621,838
                                -----------        -----------
                                  9,204,326          6,831,400
                                -----------        -----------
  Excess of rental revenue over
    direct operating expenses...$10,543,887        $8,575,5693
                                ===========        ===========
  
                         See accompanying notes.
  
                                  
  
                  The Southeastern Office Portfolio
  
                  Notes to Combined Statement of Rental Revenue
                     and Direct Operating Expenses
  
                           December 31, 1996
  
  1.  Organization and Significant Accounting Policies
  
      Description of Properties
  
      Parkway Properties, Inc. (the "Company") expects to acquire
  thirteen office properties (collectively the "Southeastern Office
  Portfolio") on or about February 25, 1998.  The Southeastern
  Office Portfolio includes the following office properties:
  
     Office Property               Location
                              
  One Commerce Green          Houston, TX
  One Sugar Creek             Houston, TX
  The Belvedere               Dallas, TX
  Atrium at Bent Tree         Dallas, TX
  Hillsboro Center I-IV       Ft. Lauderdale, FL
  Hillsboro Center V          Ft. Lauderdale, FL
  Glen Forest Building        Richmond, VA
  Moorefield II               Richmond, VA
  Moorefield III              Richmond, VA
  Lynnwood Plaza              Virginia Beach, VA
  Loudoun Plaza               Sterling, VA
  Executive Tower             Knoxville, TN
  Healthsource Building       Greenville, SC
  
      The office properties included in the Southeastern Office
  Portfolio have common ownership; accordingly, the accompanying
  financial statement has been prepared on a combined basis.
  Intercompany transactions have been eliminated in the
  combination.
  
  I.       Rental Revenue
  
      Minimum rents from leases are accounted for ratably over the
  term of each lease.  Tenant reimbursements are recognized as
  revenue as the applicable services are rendered or expenses
  incurred.
  
      The future minimum rents on noncancelable operating leases at
  December 31, 1996 are as follows:
  
                          Year            Amount
                     --------------------------------
                          1997       $ 13,410,000
                          1998         12,021,000
                          1999         10,349,000
                          2000          7,942,000
                          2001          6,184,000
                       Thereafter      10,397,000
                                      -----------
                                     $ 60,303,000
                                      ===========
  
      The above amounts do not include tenant reimbursements for
  utilities, taxes, insurance and common area maintenance.
  
  2.  Basis of Accounting
  
      The accompanying combined statement of rental revenue and
  direct operating expenses is presented on the accrual basis.  The
  statement has been prepared in accordance with the applicable
  rules and regulations of the Securities and Exchange Commission
  for real estate properties acquired.  Accordingly, the statement
  excludes certain expenses not comparable to the proposed future
  operations of the Southeastern Office Portfolio such as
  depreciation and mortgage interest expense.  Management is not
  aware of any material factors relating to the Southeastern Office
  Portfolio that would cause the reported financial information not
  be necessarily indicative of future operating results.
  
                       PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet
  as of September 30, 1997 and pro forma consolidated statements of
  income of Parkway Properties, Inc. ("Parkway") for the year ended
  December 31, 1996 and nine months ended September 30, 1997 give
  effect to the recent purchases of Parkway for the periods stated
  and the proposed purchase of the Southeastern Office Portfolio.
  The pro forma consolidated financial statements have been
  prepared by management of Parkway based upon the historical
  financial statements of Parkway and the adjustments and
  assumptions in the accompanying notes to the pro forma
  consolidated financial statements.
  
       The pro forma consolidated balance sheet sets forth the
  effect of Parkway's purchases since September 30, 1997 (listed
  below), the proposed purchase of the Southeastern Office
  Portfolio and the placement of non-recourse mortgage debt on BB&T
  and First Tennessee Plaza as if they had been consummated on
  September 30, 1997.
  
       The pro forma consolidated statements of income sets forth
  the effects of Parkway's purchases of the following buildings and
  the proposed purchase of the Southeastern Office Portfolio as if
  they had been consummated on January 1, 1996.
  
       
       
                      PARKWAY PROPERTIES, INC.
  
       Pro Forma Consolidated Financial Statements (continued)
                            (Unaudited)
  
       
       BUILDING                            DATE OF PURCHASE
       
       Veritas Technology Center               01/21/98
       Greenbrier Towers                       11/25/97
       Raytheon Building                       11/17/97
       First Little Rock Plaza                 11/07/97
       Hightower Centre                        10/01/97
       Morgan Keegan Tower                     09/30/97
       First Tennessee Plaza                   09/18/97
       Fairway Plaza                           08/12/97
       NationsBank Tower                       07/31/97
       Lakewood II                             07/10/97
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
       Tensor                                  10/31/96
       BB&T Financial Center                   09/30/96
       Falls Pointe                            08/09/96
       Roswell North                           08/09/96
       Cherokee                                07/09/96
       Courthouse                              07/09/96
       400 Northbelt                           04/15/96
       Woodbranch                              04/15/96
       One Park 10 Plaza                       03/07/96
       
       In addition to the purchases listed above, the pro forma
  consolidated statements of income set forth the effect of the May
  31, 1996 sale of 157 mortgage loans, the placement of non-
  recourse
  mortgage debt on certain properties acquired during 1995 and 1996
  or assumed in the purchases, the December 24, 1996 sale of the
  Virginia Beach mortgage loan, the sale of 2,012,500 shares of
  common stock on January 22, 1997, the sale of 3,000,000 shares of
  common stock on September 24, 1997, and the sale of 450,000
  shares of common stock on October 6, 1997 as if all the
  transactions had occurred January 1, 1996.
  
       These pro forma consolidated financial statements may not be
  indicative of the results that actually would have occurred if
  the purchases, sales and/or financings had been in effect on the
  dates indicated or which may be obtained in the future.  The pro
  forma consolidated financial statements should be read in
  conjunction with the consolidated financial statements and notes
  of Parkway included in its annual report on Form 1O-KSB for the
  year ended December 31, 1996.
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
                PRO FORMA CONSOLIDATED BALANCE SHEET
                       September 30, 1997
                          (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                 Historical  Adjustments  Pro Forma
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets                                       (1-8)
   Real estate related investments:
     Office buildings.............$310,130   $224,094     $534,224
     Land held for development....   1,721          -        1,721
     Accumulated depreciation..... (12,073)         -      (12,073)
                                  --------   --------     --------
                                   299,778    224,094      523,872
     Real estate held for sale:
       Land.......................   4,687          -        4,687
       Operating properties.......   1,497          -        1,497
       Other non-core
       real estate assets.........      58          -           58
     Mortgage loans...............     307          -          307
     Real estate partnership......     322          -          322
                                  --------   --------     --------
                                   306,649    224,094      530,743
   Interest, rents receivable
     and other assets.............   7,365          -        7,365
   Cash and cash equivalents......     486       (486)           -
                                  --------   --------     --------
                                  $314,500   $223,608     $538,108
                                  ========   ========     ========
  Liabilities
  Notes payable to banks..........$  8,200        $171,287
  $179,487
  Mortgage notes payable
    without recourse..............  67,960     37,958      105,918
  Accounts payable and other
    liabilities...................  10,692          -       10,692
                                  --------   --------     --------
                                    86,852    209,245      296,097
                                  --------   --------     --------
  Stockholders' Equity
  Common stock, $.001 par value,
    70,000,000 shares authorized,
    9,307,988 shares issued in
    1997..........................       9          -            9
  Additional paid-in capital...... 199,018     14,363(10)  213,381
  Retained earnings...............  28,621          -       28,621
                                  --------   --------     --------
                                   227,648     14,363      242,011
                                  --------   --------     --------
                                  $314,500   $223,608     $538,108
                                  ========   ========     ========
                       See accompanying notes
                     
               
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 1996
                              (Unaudited)
  
                                  Parkway    Pro Forma     Parkway
                                Historical Adjustments(9)  ProForma
                                ---------- -------------- ---------
                              (In thousands, except per share data)
  Revenues
  Income from office properties...$18,840    $65,282 (a)  $84,122
  Income from other real estate
    properties....................  1,773          -        1,773
  Interest on mortgage loans......  1,740     (1,384)(d)      356
  Management company income.......    784          -          784
  Interest on investments.........    500          -          500
  Dividend income.................    118          -          118
  Deferred gains and other income.    324          -          324
  Gains on real estate held
    for sale and mortgage loans...  9,909          -        9,909
  Gain on securities..............    549          -          549
                                  -------    -------      -------
                                   34,537     63,898       98,435
                                  -------    -------      -------
  Expenses
  Office properties
    Operating expense.............  8,466     30,612 (a)   39,078
    Interest expense..............  3,526      4,975 (c)    8,501
    Depreciation and amortization.  2,444      9,933 (a)   12,377
    Minority interest.............    (28)         -          (28)
  Other real estate properties
    Operating expense.............  1,379          -        1,379
  Interest expense
    Notes payable to banks........    281     12,900 (e)   13,181
  Notes payable on wrap
      mortgages...................    340       (340)(f)        -
  Management company expense......    673          -          673
  General and administrative......  2,982          -        2,982
                                  -------    -------      -------
                                   20,063     58,080       78,143
                                  -------    -------      -------
  Income before income taxes...... 14,474      5,818       20,292
  Income tax expense..............    103          -          103
                                  -------    -------      -------
  Net income......................$14,371    $ 5,818      $20,189
                                  =======    =======      =======
  Basic Net income per share......$  3.92                 $2.21(10)
                                  =======                 =======
  Basic Weighted average shares
    outstanding...................  3,662                   9,124
                                  =======                 =======
  
                        See accompanying notes.
  
               PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
                               (Unaudited)
  
                                  Parkway    Pro Forma    Parkway
                                Historical Adjustments(9) Pro Forma
                                ---------- -------------- ---------
                               (In thousands, except per share
  data)
  Revenues
  Income from office properties...$29,939    $36,376 (b)   $66,315
  Income from other real estate
    properties....................    564          -           564
  Interest on mortgage loans......     47          -            47
  Management company income.......    398          -           398
  Interest on investments.........    363          -           363
  Dividend income.................    323          -           323
  Deferred gains and other income.    100          -           100
                                  -------    -------       -------
                                   31,734     36,376        68,110
                                  -------    -------       -------
  Expenses
  Office properties
    Operating expense............. 12,678     16,206 (b)    28,884
    Interest expense:
      Contractual.................  3,856      2,407 (c)     6,263
      Amortization of loan cost...     68          -            68
    Depreciation and amortization.  3,795      5,630 (b)     9,425
    Minority interest.............     59          -            59
  Other real estate properties
    Operating expense.............    361          -           361
  Interest expense on bank notes:
    Contractual...................    657      9,675 (e)    10,332
    Amortization of loan costs....    126          -           126
    Interest expense on wrap
      mortgages...................      -          -             -
  Management company expense......    260          -           260
  General and administrative......  2,540          -         2,540
                                  -------    -------       -------
                                   24,400     33,918        58,318
                                  -------    -------       -------
  Income before gains.............  7,334      2,458         9,792
                                  -------    -------       -------
  Gain on sales
  Gain on real estate held for
    Sale and mortgage loans.......  1,091          -         1,091
                                  -------    -------       -------
  Net income......................$ 8,425    $ 2,458       $10,883
                                  =======    =======       =======
  Basic Net income per share......$  1.36                  $  1.14(9)
                                  =======                  =======
  Basic Weighted average shares
    outstanding...................  6,182                    9,566
                                  =======                  =======
                        See accompanying notes.
  
                      PARKWAY PROPERTIES, INC.
  
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1.   On October 1, 1997, the Company purchased Hightower Centre
       in Atlanta, Georgia for $6,700,000 from an unrelated party.
       Hightower Centre consists of two multi-story buildings containing
       78,199 rentable square feet with 332 parking spaces.
  
  2.   On November 7, 1997, the Company purchased First Little Rock
       Plaza in Little Rock, Arkansas for $10,200,000.  First Little
       Rock is a five-story building containing approximately 117,000
       square feet.
  
  3.   On November 12, 1997, the Company received funds totaling
       $15,000,000 from the placement of non-recourse mortgage debt on
       the BB&T office building in Winston-Salem, North Carolina. The
       loan fully amortizes over a 15-year period at an interest rate of
       7.3%.
  
  4.   On November 17, 1997, the Company purchased the Raytheon
       Building in Houston, Texas for $15,980,000, which included the
       assumption of an existing $7,958,000 first mortgage, from an
       unrelated party.  Raytheon is an eight-story building constructed
       in 1983 containing approximately 148,000 net rentable square feet
       with 736 parking spaces with 494 spaces located within a six-
       story parking garage.
  
  5.   On November 25, 1997, the Company purchased Greenbrier
       Towers in Chesapeake, Virginia for $16,000,000.  Greenbrier
       Towers consist of two six-story buildings containing
       approximately 173,000 square feet and encompassing approximately
       11.4 acres of Greenbrier Business Park.
  
  6.   On December 15, 1997, the Company received funds totaling
       $15,000,000 from the placement of non-recourse mortgage debt on
       First Tennessee Plaza in Knoxville, Tennessee.  The loan fully
       amortizes over a 15-year period at an interest rate of 7.17%.
  
  7.   On January 21, 1998, the Company purchased the Veritas
       Technology Center (Veritas) in Houston, Texas for $12,200,000.
       Veritas is a five-story office building comprising approximately
       155,000 square feet located in the Energy Corridor submarket of
       West Houston.
  
  8.   On February 17, 1998, the Company announced the proposed
       purchase of the 13 building Southeastern Office Portfolio
       for $163,014,000.  The portfolio consist of approximately
       1,470,000 square feet in five states and is expected to close
       on or about February 25, 1998.
  
  9.   The pro forma adjustments to the Consolidated Statement of
       Income for the year ended December 31, 1996 and nine months
       ended September 30, 1997 set forth the effects of Parkway's
       purchase of the following buildings as well as the proposed
       purchase of the Southeastern Office Portfolio as if they had
       been consummated on January 1, 1996.
  
            BUILDING                            DATE OF PURCHASE
       
            Veritas Technology Center               01/21/98
            Greenbrier Towers                       11/25/97
            Raytheon Building                       11/17/97
            First Little Rock Plaza                 11/07/97
            Hightower Centre                        10/01/97
            Morgan Keegan Tower                     09/30/97
            First Tennessee Plaza                   09/18/97
            Fairway Plaza                           08/12/97
            NationsBank Tower                       07/31/97
            Lakewood II                             07/10/97
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
            Tensor                                  10/31/96
            BB&T Financial Center                   09/30/96
            Falls Pointe                            08/09/96
            Roswell North                           08/09/96
            Cherokee                                07/09/96
            Courthouse                              07/09/96
            400 Northbelt                           04/15/96
            Woodbranch                              04/15/96
            One Park 10 Plaza                       03/07/96
       
       In addition to the purchases listed above, the adjustments
       on the pro forma consolidated statements of income set forth
       the effect of the May 31, 1996 sale of 157 mortgage loans,
       the December 24, 1996 sale of the Virginia Beach mortgage
       loan and the placement of non-recourse mortgage debt on
       certain properties acquired from 1995 to 1997 or assumed in
       the purchases as if the transactions occurred January 1,
       1996. These pro forma adjustments are detailed below by
       property for the year ended December 31, 1996 and nine
       months ended September 30, 1997.
  
       The effect on income and expenses from real estate
       properties due to the above purchases are as follows:
  
       (a)  For the year ended December 31, 1996:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate     Operating     Depreciation
                         Properties       Expense         Expense
                         -----------   -------------   ------------
       One Park 10      $    299,000   $     160,000    $    25,000
       400 North Belt
        & Woodbranch       1,036,000         551,000         92,000
       Cherokee &
         Courthouse
         Road Bldgs.         917,000         480,000        124,000
       Falls Pointe &
         Roswell North     1,161,000         439,000        191,000
       BB&T Financial
         Center            3,072,000       1,055,000        413,000
       Tensor                810,000         530,000         64,000
       Forum II & III      2,749,000       1,331,000        370,000
       Charlotte Park      2,616,000       1,180,000        333,000
       Ashford II            649,000         441,000         50,000
       Courtyard at
         Arapaho           2,196,000         948,000        340,000
       Meridian              843,000         503,000        236,000
       Vestavia              878,000         394,000        105,000
       Sugar Grove         1,082,000         643,000        174,000
       Lakewood II         1,915,000         839,000        259,000
       NationsBank Tower   4,094,000       1,782,000        464,000
       Fairway Plaza       1,408,000         682,000        151,000
       First Tennessee
         Plaza             5,958,000       3,083,000        675,000
       Morgan Keegan
         Tower             4,633,000       2,093,000        823,000
       Hightower Centre      981,000         430,000        151,000
       Raytheon Building   2,763,000       1,276,000        360,000
       First Little Rock   1,619,000         663,000        230,000
       Greenbrier Towers   1,574,000         884,000        360,000
       Veritas             2,281,000       1,021,000        275,000
       Southeastern Office
         Portfolio        19,748,000       9,204,000      3,668,000
                         -----------     -----------     ----------
                         $65,282,000     $30,612,000     $9,933,000
                         ===========     ===========     ==========
  
       Depreciation is provided by the straight-line method over
       the estimated useful lives of the buildings (40 years).
  
       (b)  For the nine months ended September 30, 1997:
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense
                         -----------   ------------   ------------
       Charlotte Park    $   505,000    $   208,000    $    69,000
       Ashford II             54,000         37,000          4,000
       Courtyard at
         Arapaho             366,000        164,000         58,000
       Meridian              354,000        123,000         59,000
       Vestavia              240,000         91,000         26,000
       Sugar Grove           309,000        165,000         43,000
       Lakewood II           977,000        447,000        129,000
       NationsBank Tower   2,392,000      1,003,000        271,000
       Fairway Plaza         859,000        379,000         94,000
       First Tennessee
         Plaza             4,253,000      2,080,000        477,000
       Morgan Keegan
         Tower             3,327,000      1,665,000        618,000
       Hightower Centre      833,000        333,000        113,000
       Raytheon Building   2,072,000        919,000        270,000
       First Little Rock   1,168,000        465,000        172,000
       Greenbrier Towers   1,565,000        683,000        270,000
       Veritas             1,695,000        613,000        206,000
       Southeastern Office
          Portfolio       15,407,000      6,831,000      2,751,000
                         -----------    -----------    -----------
                         $36,376,000    $16,206,000    $ 5,630,000
                         ===========    ===========    ===========
  
       Depreciation is provided by the straight-line method over
       the estimated useful lives of the buildings (40 years).
  
       (c)  Pro forma interest expense on real estate owned reflects the
            non-recourse debt placed on certain buildings acquired
            from 1995 to 1997 and debt assumed upon purchase at the
            actual amounts and rates by property as if placed
            January 1, 1996 and is detailed below.
       
                                                          Nine
            Property/Placement             Year Ended Months Ended
                Date/Rate          Debt     12/31/96    9/30/97
            ------------------ ----------- ---------- ------------
            IBM Building
              2/96 7.78%       $ 4,800,000 $   41,000  $    -
       
            Waterstone
              6/96 8.00%         5,620,000    185,000       -
       
            One Park 10
              7/96 8.35%         4,700,000    196,000       -
       
            400 North Belt &
              Woodbranch
              7/96 8.25%        10,000,000    412,000       -
       
            Falls Pointe &
              Roswell North
              12/96 8.375%       9,850,000    766,000       -
       
            Lakewood II*
              7/97 8.08%         6,910,000    558,000     294,000
       
            BB&T
              11/97 7.3%        15,000,000  1,095,000     821,000
       
            Raytheon Building*
              11/97 8.125%       7,958,000    647,000     485,000
       
            First Tennessee
              Plaza
              12/97 7.17%       15,000,000  1,075,000     807,000
                                           ----------  ----------
                                           $4,975,000  $2,407,000
                                           ==========  ==========
       
            *Assumed in purchase.
       
       (d)  The January 1, 1996 pro forma effect of the sale of 157
            mortgage loans on May 31, 1996 and the December 24,
            1996 sale of the Virginia Beach mortgage loan is as
            follows:
       
                                             Year Ended
                                              12/31/96
                                            ------------
            Interest Income:
                 Mortgage loans             $(1,384,000)
       
       (e)  The pro forma effect of the building purchases, the
       proposed purchases, the placement of non-recourse debt
       and the sale of stock on interest expense on notes
       payable to banks was $12,900,000 for the year ended
       December 31, 1996 and $9,675,000 for the nine months
       ended September 30, 1997.
       
       (f)  The pro forma effect of the sale of the Virginia Beach
       mortgage loan on interest expense on notes payable on
       wrap mortgages for the year ended December 31, 1996 is
       a decrease of $340,000
       
  10.  The pro forma earnings per share for the year ended December
       31, 1996 and the nine months ended September 30, 1997
       reflect the sale of 2,012,500 shares of common stock under
       its existing shelf registration on January 22, 1997, the
       sale of 3,000,000 shares of common stock on September 24,
       1997 and the sale of 450,000 shares of common stock on
       October 6, 1997.
  
  11.  No additional income tax expenses were provided because of
       the Company's net operating loss carryover and status as a
       REIT.
  
  12.  All per share information for the year ended December 31,
       1996 has been restated to reflect a 3 for 2 common stock
       split effected as a dividend of one share for every two
       shares outstanding on April 30, 1996 as well as the June 14,
       1996 private placement of 1,140,000 shares as if both
       transactions had occurred January 1, 1996.
  
  13.  Diluted net income per share for the year ended December 31,
       1996 and nine months ended September 30, 1997 were $3.81 and
       $1.34, respectively, based on diluted weighted average
       shares outstanding of 3,776,000 and 6,309,000, respectively.
  
       Pro Forma diluted net income per share for the year ended
       December 31, 1996 and the nine months ended September 30,
       1997 were $2.19 and $1.12, respectively, based on pro forma
       diluted weighted average shares oustanding of 9,238,000 and
       9,693,000, respectively.
  
                              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:  February 18, 1998           PARKWAY PROPERTIES, INC.
  
                                      BY: /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary
  
                           SALE AGREEMENT
  
                               BETWEEN
  
                      BROOKDALE INVESTORS, L.P.
  
                   a Delaware limited partnership
  
                             AS SELLER,
  
                                 AND
  
                        PARKWAY PROPERTIES LP
  
                   a Delaware limited partnership
  
                            AS PURCHASER
  
                      As of January ____, 1998
  
                          TABLE OF CONTENTS
                                                       Page #
  ARTICLE IPURCHASE AND SALE                             1
       Section 1.1    Agreement of Purchase and Sale.    1
       Section 1.2    Property Defined                   2
       Section 1.3    Purchase Price                     2
       Section 1.4    Payment of Purchase Price          2
       Section 1.5    Deposit                            3
       Section 1.6    Indepenent Consideration           3
       Section 1.7    Escrow Agent                       3
  
  ARTICLE IITITLE AND SURVEY                             4
       Section 2.1    Title Inspection Period            4
       Section 2.2    Title Examination                  4
       Section 2.3    Permitted Exceptions               4
       Section 2.4    Conveyance of Title                5
  
  ARTICLE IIIREVIEW OF PROPERTY                          5
       Section 3.1    Right of Inspection.               5
       Section 3.2    Environmental Reports              6
       Section 3.3    Right of Termination               6
       Section 3.4    Review of Tenant Estoppels         7
  
  ARTICLE IVCLOSING   7
       Section 4.1    Time and Place                     7
       Section 4.2    Seller's Obligations at Closing    8
       Section 4.3    Purchaser's Obligations at Closing 10
       Section 4.4    Credits and Prorations             10
       Section 4.5    Transaction Taxes and Closing
                      Costs                              13
       Section 4.6    Conditions Precedent to Obligation
                      of Purchaser                       14
       Section 4.7    Conditions Precedent to Obligation
                      of Seller                          15
  
  ARTICLE VREPRESENTATIONS, WARRANTIES AND COVENANTS     15
       Section 5.1    Representations and Warranties
                      of Seller                          15
       Section 5.2    Knowledge Defined                  17
       Section 5.3    Survival of Seller's
                      Representations and Warranties     17
       Section 5.4    Payment of Claims                  17
       Section 5.5    Covenants  of  Seller              18
       Section 5.6    Additional Audits                  19
  
       Section 5.7    Representations and Warranties
                      of Purchaser                       19
       Section 5.8    Survival of Purchaser's
                      Representations and Warranties     20
  
  ARTICLE VIDEFAULT   20
       Section 6.1    Default by Purchaser               20
       Section 6.2    Default by Seller                  20
       Section 6.3    Recoverable Damages                21
  
  ARTICLE VIIRISK OF LOSS                                21
       Section 7.1    Minor Damage                       21
       Section 7.2    Major Damage                       21
       Section 7.3    Definition of "Major"
                      Loss or Damage                     21
  
  ARTICLE VIIICOMMISSIONS                                22
       Section 8.1    Brokerage Commissions              22
  
  ARTICLE IXDISCLAIMERS AND WAIVERS                      22
       Section 9.1    No Reliance on Documents           22
       Section 9.2    AS-IS SALE; DISCLAIMERS            23
       Section 9.3    Survival of Disclaimers.           24
  
  ARTICLE XMISCELLANEOUS                                 24
       Section 10.1   Confidentiality                    24
       Section 10.2   Public Disclosure                  24
       Section 10.3   Assignment                         25
       Section 10.4   Notices                            25
       Section 10.5   Modifications                      26
       Section 10.6   Entire Agreement                   26
       Section 10.7   Further Assurances                 26
       Section 10.8   Counterparts                       26
       Section 10.9   Facsimile Signatures.              26
       Section 10.10  Severability                       27
       Section 10.11  Applicable Law.                    27
       Section 10.12  No Third-Party Beneficiary         27
       Section 10.13  Captions                           27
       Section 10.14  Construction                       27
       Section 10.15  Recordation                        27
       Section 10.16  Attorneys' Fees                    27
       Section 10.17  Computation of Time Periods        27
  
  A    DESCRIPTION OF LAND
  B    LIST OF PERSONAL PROPERTY
  C    LIST OF OPERATING AGREEMENTS
       D    ALLOCATION OF PURCHASE PRICE
  E    LIST OF ENVIRONMENTAL REPORTS
  F    TENANT ESTOPPEL FORM
  G    FORM OF DEED
  H    FORM OF BILL OF SALE
  I    FORM OF ASSIGNMENT OF LEASES
  J    FORM OF ASSIGNMENT OF CONTRACTS
  K    FORM OF TENANT NOTICE
  L    FORM OF FIRPTA CERTIFICATE
  M    LIST OF SPECIFIED LITIGATION
  N    LIST OF VIOLATION NOTICES
  O    SCHEDULE OF LEASES
  P    LEASING AGREEMENTS AND COMMISSION AGREEMENTS
  P-1  TENANT INDUCEMENT COSTS AND COMMISSIONS ATTRIBUTED TO SELLER
  Q    TENANT DEFAULTS
  R    PROMISSORY NOTE
  
                            SALE AGREEMENT
  
             THIS  SALE AGREEMENT (this "Agreement") is made as  of
  _____________  199_  the  "Effective  Date"),  by   and   between
  BROOKDALE   INVESTORS,  L.P.,  a  Delaware  limited   partnership
  ("Seller"  ),  and  PARKWAY PROPERTIES  LP,  a  Delaware  limited
  partnership ("Purchaser").
  
                        W I T N E S S E T H:
  
                            I.   ARTICLE
  
                          PURCHASE AND SALE
  
  A.         Section   Agreement of Purchase and Sale.  Subject  to
  the terms and conditions hereinafter set forth, Seller agrees  to
  sell  and  convey to Purchaser, and Purchaser agrees to  purchase
  from Seller, the following:
  
  1.              those certain parcels of land situated in Henrico
  County, Virginia, Knox County, Tennessee, Ft. Bend County, Texas,
  City  of Virginia Beach , Virginia, Harris County, Texas,  Dallas
  County, Texas, Loudoun County, Virginia, Greenville County, South
  Carolina,  Broward  County,  Florida,  and  Chesterfield  County,
  Virginia, more particularly described in Exhibits A-1 through  A-
  12,  attached  hereto and made a part hereof, together  with  all
  rights  and appurtenances pertaining to such property,  including
  any  right,  title  and interest of Seller  in  and  to  adjacent
  streets,    alleys,   easements   or   rights-of-way    including
  particularly,  that certain tract adjacent to the Commerce  Green
  Improvements  consisting  of  approximately  4.985   acres   (the
  "Commerce Green Unimproved Land") and that certain tract adjacent
  to the Hillsborough Improvements consisting of approximately 2.78
  acres  (the "Hillsborough Unimproved Land") (the "Commerce  Green
  Unimproved Land" and "Hillsborough Unimproved Land" being  herein
  collectively referred to as the "Unimproved Land") (the  property
  described in clause (a) of this Section 1.1 being herein referred
  to collectively as the "Land")
  
  1.               the  buildings,  structures,  fixtures,  support
  systems,  surface parking lots, parking streets and  garages  and
  other  improvements affixed to or located on the Land,  excluding
  fixtures  owned by tenants (the property described in clause  (b)
  of  this Section 1.1 being herein referred to collectively as the
  "Improvements");
  
  1.              any and all of Seller's right, title and interest
  in and to all tangible personal property located upon the Land or
  within  the Improvements, including, without limitation, any  and
  all   appliances,   furniture,  art  work,  planters,   canopies,
  carpeting,   draperies   and  curtains,   tools   and   supplies,
  inventories, equipment and other items of personal property owned
  by  Seller (excluding cash and any software), located on and used
  exclusively in connection with the operation of the Land and  the
  Improvements, which personal property includes without limitation
  the personal property listed on Exhibit B-1 through B-12 attached
  hereto (the property described in clause (c) of this section  1.1
  being   herein   referred  to  collectively  as   the   "Personal
  Property");
  
  1.              any and all of Seller's right, title and interest
  in  and to the leases, licenses and occupancy agreements covering
  all  or  any portion of the Land and Improvements, to the  extent
  they  are in effect on the date of the Closing (as such  term  is
  defined in Section 4.1 hereof) (the property described in  clause
  (d) of this Section 1.1 being herein referred to collectively  as
  the  "Leases"),  together  with all  rents  and  other  sums  due
  thereunder  (collectively, the "Rents") and any and all  security
  deposits  relating  to  the leases (collectively,  the  "Security
  Deposits"); and
  
  1.              any and all of Seller's right, title and interest
  in   and   to   (i)  all  assignable  contracts  and   agreements
  (collectively, the "Operating Agreements") listed  and  described
  on  Exhibit  C-1  through C-12 attached hereto and  made  a  part
  hereof,  relating to the upkeep, repair, maintenance or operation
  of  the  Land,  Improvements or Personal Property, and  (ii)  all
  assignable   existing  warranties  and  guaranties  (express   or
  implied) issued to Seller in connection with the Improvements  or
  the Personal Property, and (iii) all assignable existing permits,
  licenses, approvals and authorizations issued by any governmental
  authority  in  connection with the Property  and  (iv)  the  non-
  exclusive right to the identifying name, if any, of each  of  the
  Improvements  (the  property described  in  clause  (e)  of  this
  Section  1.1  being sometimes herein referred to collectively  as
  the "Intangibles")
  
  A.          Section    Property  Defined.   The  Land   and   the
  Improvements  are hereinafter sometimes referred to  collectively
  as  the "Real Property." The Land, the Improvements, the Personal
  Property,   the  Leases  and  the  Intangibles  are   hereinafter
  sometimes  referred  to  collectively  as  the  "Property."   Any
  particular  portion of the Property comprising a separate  office
  project  is referred to generically as a "Project" and  any  such
  Project's  component may sometimes be referred to herein  by  its
  identifying description on each of Exhibit A-1 through A-12,  B-1
  through  B-12 or C-1 through C-12, e.g. the "Sugar Creek Project"
  or the "Belvedere Leases".
  
  A.         Section   Purchase Price.  Seller agrees to  sell  and
  Purchaser agrees to purchase the Property for the amount  of  ONE
  HUNDRED   SIXTY  FIVE  MILLION  DOLLARS  ($165,000,000.00)   (the
  "Purchase  Price").   The Purchase Price  is  allocated  to  each
  Project  comprising  the  Property in the  manner  set  forth  on
  Exhibit D attached hereto and made a part hereof.
  
  A.         Section    Payment  of Purchase Price.   The  Purchase
  Price, as increased or decreased by prorations and adjustments as
  herein  provided, shall be payable in full at Closing as follows:
  (i)  $163,300,000  shall be payable in cash by wire  transfer  of
  immediately  available  funds to a  bank  account  designated  by
  Seller in writing to Purchaser prior to the Closing with value to
  be  received  in  such account no later than 2:00  p.m.  Atlanta,
  Georgia  time  and (ii) $1,700,000 (allocable to  the  Unimproved
  Land) shall be payable by the execution and delivery by Purchaser
  to  Seller  of a promissory note (the "Promissory Note")  in  the
  form attached hereto as Exhibit R.
  
  A.         Section   Deposit.  On the next business day after the
  execution and delivery of this Agreement, Purchaser shall deposit
  with Chicago Title Insurance Co. (the "Escrow Agent"), having its
  office at Attention: ____________________________ the sum of  One
  Hundred  Thousand  Dollars ($100,000) (the  "Deposit"),  in  good
  funds,  by  federal  wire transfer.  In addition,  on  or  before
  February  8, 1998, unless Purchaser shall have earlier terminated
  this  Agreement  pursuant to Section 3.3 hereof, Purchaser  shall
  deposit  with  Escrow Agent the further sum of Two  Million  Four
  Hundred  Thousand Dollars ($2,400,000) by federal wire  transfer,
  which  shall  be treated as part of the Deposit for all  purposes
  hereunder.   The  Escrow  Agent shall  hold  the  Deposit  in  an
  interest-bearing  account  reasonably acceptable  to  Seller  and
  Purchaser,  in accordance with the terms and conditions  of  this
  Agreement.   All interest on such sum shall be deemed  income  of
  Purchaser  until disbursement, and Purchaser shall be responsible
  for  the  payment of all costs and fees imposed  on  the  Deposit
  account.  The Deposit shall be distributed in accordance with the
  terms  of this Agreement and any and all interest accrued against
  the  Deposit shall be disbursed to the payee of the Deposit.  The
  failure of Purchaser to timely deliver either installment of  the
  Deposit  hereunder shall be a material default, and shall entitle
  Seller,  at  Seller's  sole option, to terminate  this  Agreement
  immediately.
  
  A.          Section    Independent  Consideration.   Seller   and
  Purchaser  acknowledge  and  agree  that  One  Thousand   Dollars
  ($1,000) of the Deposit shall be paid to Seller if this Agreement
  is   terminated   for  any  reason  (the  "Independent   Contract
  Consideration"), in addition to any other rights Seller may  have
  hereunder.  Moreover, Seller and Purchaser acknowledge and  agree
  that  the  Independent Contract Consideration has been  bargained
  for  and  agreed  to  as  additional consideration  for  Seller's
  execution  and  delivery  of  this Agreement.   At  Closing,  the
  Independent  Contract  Consideration  shall  be  applied  to  the
  Purchase Price.
  
  A.        Section   Escrow Agent.
  
             Escrow Agent shall hold and dispose of the Deposit  in
  accordance  with  the  terms  of  this  Agreement.   Seller   and
  Purchaser agree that the duties of the Escrow Agent hereunder are
  purely  ministerial in nature and shall be expressly  limited  to
  the safekeeping and disposition of the Deposit in accordance with
  this  Agreement.   Escrow  Agent  shall  incur  no  liability  in
  connection with the safekeeping or disposition of the Deposit for
  any  reason other than Escrow Agent's willful misconduct or gross
  negligence.  In the event that Escrow Agent shall be in doubt  as
  to  its duties or obligations with regard to the Deposit,  or  in
  the  event  that  Escrow Agent receives conflicting  instructions
  from  Purchaser  and Seller with respect to the  Deposit,  Escrow
  Agent  shall not be required to disburse the Deposit and may,  at
  its  option,  continue to hold the Deposit, until both  Purchaser
  and Seller agree as to its disposition, or until a final judgment
  is  entered  by  a court of competent jurisdiction directing  its
  disposition,  or  Escrow  Agent may  interplead  the  Deposit  in
  accordance with the laws of the State of Georgia.
  
             Escrow Agent shall not be responsible for any interest
  on  the Deposit except as is actually earned, or for the loss  of
  any  interest resulting from the withdrawal of the Deposit  prior
  to the date interest is posted thereon.
  
             Escrow  Agent shall execute this Agreement solely  for
  the  purpose of being bound by the provisions of Sections 1.5 and
  1.6 hereof.
  
                            I.   ARTICLE
  
                          TITLE AND SURVEY
  
  A.          Section     Title  Inspection  Period.   During   the
  Inspection Period, Purchaser shall have the right to review (a) a
  current  preliminary  title report or title insurance  commitment
  (the  "Title  Commitment") on the Real Property,  accompanied  by
  copies of all documents referred to in the report, which has been
  furnished  to  Purchaser by Seller at or prior to  the  Effective
  Date;  and  (b)  the  most recent survey  of  the  Real  Property
  prepared  by  a  licensed surveyor or engineer hired  by  Seller.
  Purchaser may elect to update or obtain a substitute or different
  title  insurance  commitment for the  Title  Commitment  (or  any
  portion thereof) and/or update or obtain a substitute survey  for
  the surveys furnished by Seller (or any portion thereof).
  
  A.         Section   Title Examination.   Purchaser shall  notify
  Seller in writing (the "Title Notice") prior to the expiration of
  the Inspection Period which exceptions to title (including survey
  matters),  if  any,  will  not  be  accepted  by  Purchaser.   If
  Purchaser fails to notify Seller in writing of its disapproval of
  any  exceptions  to  title by the expiration  of  the  Inspection
  Period,  Purchaser  shall be deemed to have  approved  all  title
  matters, other than undisputed monetary liens, mortgages or deeds
  of  trust.  Seller agrees to pay in full all amounts owing  under
  any  mortgage,  deed of trust or other undisputed  monetary  lien
  identified  in the Title Commitment at Closing from the  proceeds
  of  sale  of  the Property, but Seller shall not be obligated  to
  cure or remove any other exceptions to title.
  B.        Section   Permitted Exceptions.  Subject to Purchaser's
  right  to  accept or reject title to the Property under  Sections
  2.1  and 2.2 above, the Property shall be conveyed subject to the
  following  matters,  which are hereinafter  referred  to  as  the
  "Permitted Exceptions":
  
  1.              those  matters identified in the Title Commitment
  furnished  to Purchaser by Seller pursuant to Section 2.1  hereof
  (other  than standard permitted exceptions shown in each Schedule
  B  thereto);  provided, however, Seller will pay in  full  at  or
  prior  to Closing all indebtedness secured by any mortgage,  deed
  of  trust or other similar security instrument identified in such
  title report or title insurance commitment;
  
  1.              those matters that either are not objected to  in
  writing  within the time periods provided in Section 2.2  hereof,
  or if objected to in writing by Purchaser, are those which Seller
  has  elected not to remove or cure, or has been unable to  remove
  or  cure, and subject to which Purchaser has elected or is deemed
  to have elected to accept the conveyance of the Property;
  
  1.             the rights of tenants under the Leases;
  
  1.              the lien of all ad valorem real estate taxes  and
  assessments  not yet due and payable as of the date  of  Closing,
  subject to adjustment as herein provided;
  
  1.              local,  state  and  federal laws,  ordinances  or
  governmental regulations, including but not limited to,  building
  and zoning laws, ordinances and regulations, now or hereafter  in
  effect relating to the Property; and
  
  1.              items shown on the surveys and not objected to by
  Purchaser  or waived or deemed waived by Purchaser in  accordance
  with Section 2.2 hereof.
  
  A.         Section    Conveyance of Title.   At  Closing,  Seller
  shall  convey and transfer to Purchaser fee simple title  to  the
  Land and Improvements, by execution and delivery of the Deeds (as
  defined in Section 4.2(a) hereof) .  Evidence of delivery of such
  title  shall be the issuance by Chicago Title Insurance Co.  (the
  "Title  Company"), of an Owner's Policy of Title  Insurance  (the
  "Title Policy") covering the Real Property, in the full amount of
  the Purchase Price, subject only to the Permitted Exceptions.
  
                            I.   ARTICLE
  
                         REVIEW OF PROPERTY
  
  A.         Section    Right  of Inspection.   During  the  period
  beginning upon the Effective Date and ending at 3:00 pm. Jackson,
  Mississippi time on February 16, 1998 (hereinafter referred to as
  the  "Inspection Period"), Purchaser shall have the right to make
  a   physical  inspection  of  the  Real  Property,  including  an
  inspection of the environmental condition thereof pursuant to the
  terms  and conditions of this Agreement, and to examine  at  each
  Project or at Seller's headquarters in Atlanta, Georgia documents
  and  files  concerning  the leasing, maintenance,  operation  and
  financial   performance  of  the  Property,   including   without
  limitation, copies of Seller's environmental reports with respect
  to  each  Project, but excluding Seller's partnership and company
  records,  internal  memoranda,  financial  projections,  budgets,
  appraisals,  accounting  and  income  tax  records  and   similar
  proprietary,     confidential    or    privileged     information
  (collectively,  the "Confidential Documents")  and  to  interview
  tenants of each Project and to conduct such non-invasive physical
  engineering  and other studies and tests on or  of  each  of  the
  Projects as Purchaser deems appropriate in its sole discretion.
  
             Purchaser  understands  and agrees  that  any  on-site
  inspections  of  the Property shall occur during normal  business
  hours  after reasonable prior notice to Seller (which notice  may
  be  telephonic)  and shall be conducted so as  not  to  interfere
  unreasonably  with  the  use of the Property  by  Seller  or  its
  tenants  or with the management of each Project by its respective
  property   manager.  Seller  reserves  the  right   to   have   a
  representative  present  during any such inspections  and  tenant
  interviews.  If Purchaser desires to do any invasive  testing  at
  the  Property, Purchaser shall do so only after notifying  Seller
  and  obtaining  Seller's  prior written  consent  thereto,  which
  consent  may  be  subject to any reasonable terms and  conditions
  imposed  by  Seller,  including  without  limitation  the  prompt
  restoration  of the Property to its condition prior to  any  such
  inspections  or tests, at Purchaser's sole cost and  expense.  At
  Seller's option, Purchaser will furnish to Seller copies  of  any
  reports received by Purchaser relating to any inspections of  the
  Property.   Purchaser  agrees to protect, indemnify,  defend  and
  hold  Seller harmless from and against any claim for liabilities,
  losses,  costs, expenses (including reasonable attorneys'  fees),
  damages  or  injuries  arising  out  of  or  resulting  from  the
  inspection  of  the  Property  by  Purchaser  or  its  agents  or
  consultants, and notwithstanding anything to the contrary in this
  Agreement, such obligation to indemnify and hold harmless  Seller
  shall survive Closing or any termination of this Agreement.
  
  A.           Section      Environmental    Reports.     PURCHASER
  ACKNOWLEDGES  THAT  (1)  PURCHASER HAS  RECEIVED  COPIES  OF  THE
  ENVIRONMENTAL REPORTS LISTED ON EXHIBIT E ATTACHED HERETO, (2) IF
  SELLER   DELIVERS   ANY  ADDITIONAL  ENVIRONMENTAL   REPORTS   TO
  PURCHASER,  PURCHASER WILL ACKNOWLEDGE IN  WRITING  THAT  IT  HAS
  RECEIVED SUCH REPORTS PROMPTLY UPON RECEIPT THEREOF, AND (3)  ANY
  ENVIRONMENTAL REPORTS DELIVERED OR TO BE DELIVERED BY  SELLER  OR
  ITS  AGENTS OR CONSULTANTS TO PURCHASER ARE BEING MADE  AVAILABLE
  SOLELY  AS  AN ACCOMMODATION TO PURCHASER AND MAY NOT  BE  RELIED
  UPON  BY  PURCHASER  IN  CONNECTION  WITH  THE  PURCHASE  OF  THE
  PROPERTY.   PURCHASER AGREES THAT SELLER SHALL HAVE NO  LIABILITY
  OR  OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR OMISSION  FROM
  ANY  ENVIRONMENTAL  REPORT.  PURCHASER  HAS  CONDUCTED,  OR  WILL
  CONDUCT PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD, ITS OWN
  INVESTIGATION OF THE ENVIRONMENTAL CONDITION OF THE  PROPERTY  TO
  THE  EXTENT PURCHASER DEEMS SUCH AN INVESTIGATION TO BE NECESSARY
  OR APPROPRIATE.
  
  A.         Section    Right of Termination.  If  for  any  reason
  whatsoever Purchaser determines that the Property, any Project or
  any  aspect  thereof, is unsuitable for Purchaser's  acquisition,
  Purchaser  shall  have the right to terminate this  Agreement  by
  giving  written notice thereof to Seller prior to the  expiration
  of  the Inspection Period, and if Purchaser gives such notice  of
  termination  within the Inspection Period, this  Agreement  shall
  terminate.   If  this  Agreement is terminated  pursuant  to  the
  foregoing provisions of this paragraph, then neither party  shall
  have any further rights or obligations hereunder (except for  any
  indemnity   obligations  of  either  party  pursuant   to   other
  provisions  of this Agreement), the Deposit shall be returned  to
  Purchaser  (less  the  Independent Contract Consideration  to  be
  retained  by  Seller) and each party shall  bear  its  own  costs
  incurred  hereunder.  If Purchaser fails to give Seller a  notice
  of  termination prior to the expiration of the Inspection Period,
  Purchaser  shall  be deemed to have elected to proceed  with  the
  purchase  of the Property pursuant to the terms hereof.  Further,
  Purchaser's   Deposit  shall  be  non-refundable  following   the
  expiration  of  the  Inspection  Period,  except  to  the  extent
  expressly   provided  otherwise  in  this  Agreement.   Purchaser
  acknowledges  that  Purchaser's right of termination  under  this
  Section 3.3 relates to the entire Property and Purchaser may  not
  terminate  this  Agreement as to any individual Project(s)  while
  electing to proceed with the acquisition of other Projects within
  the Property.
  
  A.         Section   Review of Tenant Estoppels.  Within six  (6)
  business days following the Effective Date, Seller shall  deliver
  to  Purchaser  the  completed forms of estoppel  certificate  for
  ninety   percent  (90%)  of  the  tenants  of  the  Property   in
  substantially the form of Exhibit F attached hereto (the  "Tenant
  Estoppels").   Seller shall send the remainder of such  completed
  Tenant  Estoppels as soon as they are available but in  no  event
  later  than nine (9) business days following the Effective  Date.
  Purchaser  shall have five (5) business days in which to  correct
  any errors in such forms based upon the Leases and any such forms
  not  corrected or otherwise modified with the approval of  Seller
  within such five (5) business day period shall be deemed complete
  and  approved  by  Purchaser.  Within  three  (3)  business  days
  following Purchaser's approval (or deemed approval) of the Tenant
  Estoppels,  Seller  shall  submit the approved  forms  of  Tenant
  Estoppels to the applicable tenants and request that the  tenants
  complete and sign the Tenant Estoppels and return them to Seller.
  Seller shall deliver copies of the completed Tenant Estoppels  to
  Purchaser as Seller receives them.  Purchaser shall notify Seller
  within  three (3) days of receipt of any Tenant Estoppel  in  the
  event Purchaser determines such Tenant Estoppel is not acceptable
  to  Purchaser  along  with  the reasons for  such  determination;
  provided   that  each  such  Tenant  Estoppel  shall  be   deemed
  satisfactory  if executed by a tenant in the form submitted.   In
  the  event Purchaser fails to give such notice within such  three
  (3)  day period then any such Tenant Estoppel shall be deemed  to
  be acceptable to Purchaser.  Seller will make diligent efforts to
  obtain all of the Tenant Estoppels from tenants, however, in  the
  event  that  Seller  fails to obtain the  Tenant  Estoppels  with
  respect  to eighty percent (80%) of the leased space within  each
  Project that are satisfactory or deemed satisfactory to Purchaser
  on  or  before the expiration of the Inspection Period, Purchaser
  shall  have  the  right  to terminate this Agreement  by  written
  notice  to  Seller.  If this Agreement is terminated pursuant  to
  the  foregoing  provisions of this paragraph, then neither  party
  shall  have  any further rights or obligations hereunder  (except
  for  any  indemnity obligations of either party pursuant  to  the
  other  provisions  of  this  Agreement),  the  Deposit  shall  be
  returned    to   Purchaser   (less   the   Independent   Contract
  Consideration  to  be retained by Seller), and each  party  shall
  bear  its  own costs incurred hereunder.  If Purchaser  fails  to
  give Seller a notice of termination as set forth above, Purchaser
  shall be deemed to have approved the Tenant Estoppels.
  
                            I.   ARTICLE
  
                               CLOSING
  
  A.         Section    Time  and Place.  The consummation  of  the
  transaction contemplated hereby (the "Closing") shall be held  at
  the  offices of King & Spalding, Atlanta, Georgia on February 19,
  1998,  or such earlier date as the parties shall mutually  agree.
  At   the   Closing,  Seller  and  Purchaser  shall  perform   the
  obligations  set forth in, respectively, Section 4.2 and  Section
  4.3  hereof,  the  performance  of  which  obligations  shall  be
  concurrent  conditions;  provided that the  Deeds  shall  not  be
  recorded until Seller receives confirmation that the Escrow Agent
  has  authority to transfer the full amount of the Purchase Price,
  adjusted by prorations as set forth herein to Seller upon receipt
  of  Seller's instruction to record the Deeds.  The Closing  shall
  be consummated through an escrow administered by Escrow Agent and
  the  Purchase Price and all documents shall be deposited with the
  Escrow Agent as escrowee.
  
  A.         Section    Seller's   Obligations   at   Closing.   At
  Closing, Seller shall:
  
  1.              deliver  to Purchaser a duly executed limited  or
  special warranty deed, depending upon the practice in each  state
  in  which a Project is located (the "Deeds") in the form attached
  hereto as Exhibit G, conveying the Land and Improvements, subject
  only  to the Permitted Exceptions; the warranty of title in  each
  Deed  will be only as to claims made by, through or under  Seller
  and not otherwise;
  
  1.              deliver to Purchaser a duly executed bill of sale
  (the  "Bill  of  Sale") conveying the Personal  Property  without
  warranty  of  title  or  use  and without  warranty,  express  or
  implied, as to merchantability and fitness for any purpose and in
  the  form  attached  hereto as Exhibit H  except  for  a  special
  warranty  of title to those items specifically listed on Exhibits
  B-1 - B-12 attached hereto;
  
  1.              assign to Purchaser, and Purchaser shall  assume,
  the  landlord/lessor  interest in and to the  Leases,  Rents  and
  Security  Deposits, and any and all obligations  to  pay  leasing
  commissions  and  finder's fees with respect to  the  Leases  and
  amendments, renewals and expansions thereof, only to  the  extent
  provided   in  Section  4.4(b)(iii)  hereof,  by  duly   executed
  assignment and assumption agreement (the "Assignment of  Leases")
  in the form attached hereto as Exhibit "I"  pursuant to which (i)
  Seller shall indemnify Purchaser and hold Purchaser harmless from
  and  against any and all claims pertaining thereto arising during
  Seller's  ownership  of the Property prior to  Closing  and  (ii)
  Purchaser  shall indemnify Seller and hold Seller  harmless  from
  and  against  any and all claims pertaining thereto arising  from
  and  after the Closing, including without limitation, claims made
  by  tenants  with  respect to tenants' Security Deposits  to  the
  extent paid, credited or assigned to Purchaser;
  
  1.             to the extent assignable, assign to Purchaser, and
  Purchaser  shall  assume,  Seller's  interest  in  the  Operating
  Agreements which have not been terminated as of the Closing  Date
  and  the  other  Intangibles  by  duly  executed  assignment  and
  assumption agreement (the "Assignment of Contracts") in the  form
  attached  hereto as Exhibit J pursuant to which (i) Seller  shall
  indemnify Purchaser and hold Purchaser harmless from and  against
  any  and  all claims pertaining thereto arising prior to  Closing
  and  (ii)  Purchaser  shall  indemnify  Seller  and  hold  Seller
  harmless  from and against any and all claims pertaining  thereto
  arising from and after the Closing;
  
  1.              join  with  Purchaser to execute  a  notice  (the
  "Tenant Notice") in the form attached hereto as Exhibit K)  which
  Purchaser  shall  send to each tenant under each  of  the  Leases
  promptly after the Closing, informing such tenant of the sale  of
  the  Property  and  of  the assignment to Purchaser  of  Seller's
  interest  in,  and obligations under, the Leases  (including,  if
  applicable, any Security Deposits), and directing that  all  Rent
  and other sums payable after the Closing under each such Lease be
  paid as set forth in the notice;
  
  1.              In  the event that any representation or warranty
  of  Seller  set forth in Section 5.1 hereof needs to be  modified
  due  to changes since the Effective Date, deliver to Purchaser  a
  certificate,  dated  as of the date of Closing  and  executed  on
  behalf   of   Seller  by  a  duly  authorized  officer   thereof,
  identifying any representation or warranty which is  not,  or  no
  longer  is,  true and correct and explaining the state  of  facts
  giving rise to the change.  In no event shall Seller be liable to
  Purchaser for, or be deemed to be in default hereunder by  reason
  of,  any breach of representation or warranty which results  from
  any  change  that (i) occurs between the Effective Date  and  the
  date  of Closing and (ii) is expressly permitted under the  terms
  of  this Agreement or is beyond the reasonable control of  Seller
  to  prevent; provided, however, that the occurrence of  a  change
  which  is  not  permitted hereunder or is beyond  the  reasonable
  control  of  Seller  to prevent shall, if materially  adverse  to
  Purchaser,  constitute the non-fulfillment of the  condition  set
  forth  in  Section  4.6(b) hereof; if, despite changes  or  other
  matters  described  in  such  certificate,  the  Closing  occurs,
  Seller's  representations  and  warranties  set  forth  in   this
  Agreement shall be deemed to have been modified by all statements
  made in such certificate;
  
  1.              deliver to Purchaser such evidence as  the  Title
  Company may reasonably require as to the authority of the  person
  or persons executing documents on behalf of Seller;
  
  1.              deliver  to Purchaser a certificate in  the  form
  attached hereto as Exhibit L duly executed by Seller stating that
  Seller  is  not  a  "foreign person" as defined  in  the  Federal
  Foreign Investment in Real Property Tax Act of 1980;
  
  1.             make available to Purchaser for pick-up the Leases
  and  the  Operating Agreements, together with  such  leasing  and
  property  files  and records located in Atlanta, Georgia  or  the
  property  manager's office  at each Project which relate  to  the
  continued operation, leasing and maintenance of the Property, but
  excluding any Confidential Documents;
  
  1.              deliver such affidavits as may be customarily and
  reasonably required by the Title Company for each state in  which
  any Project is located, in order to issue its Title Policy as  to
  such Project, in a form reasonably acceptable to Seller;
  
  1.              deliver to Purchaser possession and occupancy  of
  the Property, subject to the Permitted Exceptions;
  
  1.             execute a closing statement acceptable to Seller;
  
  1.              terminate  all  Operating  Agreements,  including
  Leasing  Agreements  (as defined in Section  5.1(h)  herein)  and
  property  management agreements, except those which may  only  be
  terminated  upon  more  than  thirty (30)  days  advance  written
  notice; and
  
  1.              deliver  such additional documents  as  shall  be
  reasonably required to consummate the transaction contemplated by
  this Agreement.
  
  A.         Section    Purchaser's  Obligations  at  Closing.   At
  Closing, Purchaser shall:
  
  1.              pay  to  Seller the full amount of  the  Purchase
  Price  (which amount shall include the Deposit, with all  accrued
  interest  thereon), as increased or decreased by  prorations  and
  adjustments  as  herein provided, in immediately  available  wire
  transferred funds pursuant to Section 1.4 hereof;
  
  1.              join  Seller  in execution of the  Assignment  of
  Leases, Assignment of Contracts and Tenant Notices;
  
  1.              In  the event that any representation or warranty
  of  Purchaser set forth in Sections 5.5(a) or (b) hereof needs to
  be  modified due to changes since the Effective Date, deliver  to
  Seller  a  certificate,  dated as of  the  date  of  Closing  and
  executed   on   behalf  of  Purchaser  by   a   duly   authorized
  representative  thereof, identifying any such  representation  or
  warranty  which  is not, or no longer is, true  and  correct  and
  explaining the state of facts giving rise to the change.   In  no
  event shall Purchaser be liable to Seller for, or be deemed to be
  in  default  hereunder by reason of, any breach of representation
  or  warranty  set  forth in Sections 5.5(a) or (b)  hereof  which
  results  from  any change that (i) occurs between  the  Effective
  Date  and  the  date  of Closing and (ii) is expressly  permitted
  under  the  terms of this Agreement or is beyond  the  reasonable
  control  of  Purchaser to prevent; provided,  however,  that  the
  occurrence  of  a change which is not permitted hereunder  or  is
  beyond  the reasonable control of Purchaser to prevent shall,  if
  materially  adverse to Seller, constitute the non-fulfillment  of
  the  condition  set forth in Section 4.7(c) hereof;  if,  despite
  changes  or  other  matters described in  such  certificate,  the
  Closing  occurs, Purchaser's representations and  warranties  set
  forth in this Agreement shall be deemed to have been modified  by
  all statements made in such certificate;
  
  1.              deliver  to  Seller such evidence  as  the  Title
  Company may reasonably require as to the authority of the  person
  or persons executing documents on behalf of Purchaser;
  
  1.              deliver such affidavits as may be customarily and
  reasonably  required by the Title Company, in a  form  reasonably
  acceptable to Purchaser;
  
  1.               execute   a  closing  statement  acceptable   to
  Purchaser;
  
  1.              execute and deliver the Promissory Note, together
  with  evidence of the legal power and authority of Purchaser  and
  the signatories thereto, to execute and deliver same; and
  
  1.              deliver  such additional documents  as  shall  be
  reasonably required to consummate the transaction contemplated by
  this Agreement.
  
  A.
            Section   Credits and Prorations.
  
  1.              All income and expenses of the Property shall  be
  apportioned  as of 11:59 p.m., on the day prior  to  the  day  of
  Closing,  as if Purchaser were vested with title to the  Property
  during  the entire day upon which Closing occurs.  Such  prorated
  items shall include without limitation the following:
  
  a)             all Rents, if any;
  
  a)             taxes and assessments (including personal property
  taxes on the Personal Property) levied against the Property;
  
  a)              utility  charges for which Seller is  liable,  if
  any,  such charges to be apportioned at Closing on the  basis  of
  the  most recent meter reading occurring prior to Closing  (dated
  not  more  than  fifteen  (15) days  prior  to  Closing)  or,  if
  unmetered, on the basis of a current bill for each such utility;
  
  a)              all  amounts payable under Operating  Agreements;
  and
  
  a)              any  other  operating  expenses  or  other  items
  pertaining to the Property which are customarily prorated between
  a  purchaser and a seller in the county in which each Project  is
  located.
  
  1.              Notwithstanding  anything  contained  in  Section
  4.4(a) hereof:
  
  a)             At Closing, (A) Seller shall credit to the account
  of  Purchaser the amount of all Security Deposits (to the  extent
  such  Security Deposits have not been applied against  delinquent
  Rents  or  otherwise as provided in the Leases), and  (B)  Seller
  shall be entitled to receive and retain such refundable cash  and
  deposits;
  
  a)              Any  taxes paid at or prior to Closing  shall  be
  prorated  based  upon the amounts actually paid.   If  taxes  and
  assessments  due and payable during the year of Closing  for  any
  Project  have  not  been  paid before Closing,  Seller  shall  be
  charged at Closing an amount equal to that portion of such  taxes
  and  assessments which relates to the period before  Closing  and
  Purchaser  shall  pay the taxes and assessments  prior  to  their
  becoming delinquent.  Any such apportionment made with respect to
  a tax year for which the tax rate or assessed valuation, or both,
  have  not yet been fixed shall be based upon the tax rate  and/or
  assessed  valuation  last fixed. To the extent  that  the  actual
  taxes and assessments for the current year for any Project differ
  from  the  amount apportioned at Closing, the parties shall  make
  all   necessary  adjustments  by  appropriate  payments   between
  themselves  within  thirty  (30)  days  after  such  amounts  are
  determined  following  Closing,  subject  to  the  provisions  of
  Section 4.4(d) hereof;
  
  a)               From  and  after  Closing,  Purchaser  shall  be
  responsible  for  the payment of (A) all Tenant Inducement  Costs
  (as hereinafter defined) and leasing commissions which become due
  and  payable (whether before or after Closing) as a result of any
  new Leases, or any renewals, amendments or expansions of existing
  Leases, signed by Seller and approved by Purchaser from and after
  the  Effective Date; (B) all Tenant Inducement Costs and  leasing
  commissions  with respect to new Leases, or renewals,  amendments
  or expansions of existing Leases, signed or entered into from and
  after  the  date  of Closing, including, without limitation,  any
  such commissions arising out of continuing obligations under  the
  Leasing Agreements (notwithstanding the termination thereof)  set
  forth on Exhibit "P"; and  (C) except for (X) the items set forth
  on   Exhibit  P-1  attached  hereto  and  (Y)  any  other  Tenant
  Inducement  Costs  or  leasing  commissions  which  are  due  and
  payable,  but not yet paid, as of the Effective Date as a  result
  of  any existing Lease or amendment, renewal or expansion thereof
  which  is fully executed as of the Effective Date and which  such
  Tenant Inducement Costs or leasing commissions are identified  in
  writing by Purchaser to Seller during the Inspection Period,  for
  which  items  described in clauses (X) and (Y)  Seller  shall  be
  responsible  (either by Seller's satisfaction  thereof  prior  to
  Closing  or  by  a  credit to Purchaser at Closing),  all  Tenant
  Inducement  Costs and leasing commissions which  become  due  and
  payable  after  Closing, if any, for all existing  Leases.    For
  avoidance of doubt, Seller shall have no obligation for any  such
  costs  attributable to the refurbishment allowance owed  pursuant
  to  the  DHL  Lease  at  the One Comerce  Green  Project  or  the
  refurbish allowance owed pursuant to the Comerica Bank  Lease  at
  the  One  Sugar  Creek  Project.  Seller may  add  to  the  items
  described on but not delete from Exhibit P-1 during the five  (5)
  business day period following the Effective Date.  If, as of  the
  date  of  Closing,  Seller shall have paid any Tenant  Inducement
  Costs  or  leasing commissions for which Purchaser is responsible
  pursuant  to the foregoing provisions, Purchaser shall  reimburse
  Seller  therefor  at  Closing.  For  purposes  hereof,  the  term
  "Tenant  Inducement Costs" shall mean any out-of-pocket  payments
  required  under a Lease to be paid by the landlord thereunder  to
  or  for  the  benefit of the tenant thereunder which  is  in  the
  nature  of  a tenant inducement, including specifically,  without
  limitation,  tenant improvement costs, lease buy out  costs,  and
  moving,  design,  refurbishment and club  membership  allowances.
  The  term  "Tenant Inducement Costs" shall not  include  loss  of
  income  resulting from any free rental period,  it  being  agreed
  that  Seller  shall bear the loss resulting from any free  rental
  period  until the date of Closing and that Purchaser  shall  bear
  such loss from and after the date of Closing.
  
  a)             Unpaid and delinquent Rent collected by Seller and
  Purchaser  after  the  date  of Closing  shall  be  delivered  as
  follows: (a) if Seller collects any unpaid or delinquent Rent for
  the  Property, Seller shall, within fifteen (15) days  after  the
  receipt  thereof,  deliver  to  Purchaser  any  such  Rent  which
  Purchaser  is entitled to hereunder relating to any period  after
  the date of Closing, and (b) if Purchaser collects any unpaid  or
  delinquent  Rent  from  the  Property,  Purchaser  shall,  within
  fifteen  (15) days after the receipt thereof, deliver  to  Seller
  any  such Rent which Seller is entitled to hereunder relating  to
  the  period  prior to and including the date of Closing.   Seller
  and Purchaser agree that all Rent received by Seller or Purchaser
  from  the date of Closing shall be applied first to current  Rent
  and  then  to  delinquent Rent, if any, in the inverse  order  of
  maturity.  Purchaser will make a good faith effort after  Closing
  to  collect  all  Rents  in  the usual  course  of  Purchaser'  s
  operation of the Property, but Purchaser will not be obligated to
  institute  any lawsuit or other collection procedures to  collect
  delinquent  Rents.  Seller may attempt to collect any  delinquent
  Rents  owed  Seller and may institute any lawsuit  or  collection
  procedures,  but  may not evict any tenant.  In  the  event  that
  there shall be any Rents or other charges under any Leases which,
  although relating to a period prior to Closing, do not become due
  and  payable until after Closing or are paid prior to Closing but
  are  subject to adjustment after Closing (such as year end common
  area  expense  reimbursements and the like), then  any  Rents  or
  charges  of  such  type received by Purchaser or  its  agents  or
  Seller  or its agents subsequent to Closing shall, to the  extent
  applicable to a period extending through the Closing, be prorated
  between  Seller and Purchaser as of Closing and Seller's  portion
  thereof shall be remitted promptly to Seller by Purchaser.
  
  1.              Except as otherwise provided herein, any  revenue
  or  expense amount which cannot be ascertained with certainty  as
  of  Closing  shall  be  prorated on the  basis  of  the  parties'
  reasonable estimates of such amount, and shall be the subject  of
  a  final  proration  sixty (60) days after Closing,  or  as  soon
  thereafter as the precise amounts can be ascertained.   Purchaser
  shall promptly notify Seller when it becomes aware that any  such
  estimated  amount  has been ascertained.  Once  all  revenue  and
  expense  amounts have been ascertained, Purchaser shall  prepare,
  and  certify as correct, a final proration statement which  shall
  be  subject  to Seller's approval.  Upon Seller's acceptance  and
  approval of any final proration statement submitted by Purchaser,
  such  statement shall be conclusively deemed to be  accurate  and
  final.
  
  1.              Subject  to the final sentence of Section  4.4(c)
  hereof, the provisions of this Section 4.4 shall survive Closing.
  
  A.        Section   Transaction Taxes and Closing Costs.
  
  1.              Seller and Purchaser shall execute such  returns,
  questionnaires  and  other documents as shall  be  required  with
  regard  to all applicable real property transaction taxes imposed
  by applicable federal, state or local law or ordinance;
  
  1.              Seller  shall pay the lesser of one-half  of  the
  actual  premium or $202,000.00 (in the aggregate) for  the  Title
  Policy  to  be issued to Purchaser (but not including  any  extra
  costs  for  special endorsements other than for deletion  of  the
  survey exceptions in Texas and Florida), one-half the cost of all
  recording fees and transfer and documentary stamp taxes  assessed
  against  the  Deeds to the Property and the fees of  any  counsel
  representing Seller in connection with this transaction  and  any
  fees payable to Eastdil Realty Company, LLC ("Broker");
  
  1.              Purchaser  shall  pay the  fees  of  any  counsel
  representing  Purchaser  in  connection  with  this  transaction.
  Purchaser shall also pay the following costs and expenses:
  
  a)              the  escrow fee, if any, which may be charged  by
  the Escrow Agent or Title Company;
  
  a)              the  fee for the title examination and the  Title
  Commitment and the premium for the Title Policy to be  issued  to
  Purchaser  by  the Title Company at Closing, and all endorsements
  thereto in excess of those amounts for which Seller has agreed to
  be responsible;
  
  a)             the cost of any updated survey;
  
  a)              one-half  of any transfer tax, documentary  stamp
  tax  or  similar  tax  which becomes payable  by  reason  of  the
  transfer of the Property; and
  
  a)             one-half of the fees for recording the Deeds.
  
  1.               All   costs  and  expenses  incident   to   this
  transaction   and  the  closing  thereof,  and  not  specifically
  described above, shall be paid by the party incurring same; and
  
  1.              The  provisions of this Section 4.5 shall survive
  the Closing.
  
  A.          Section    Conditions  Precedent  to  Obligation   of
  Purchaser.   The  obligation  of  Purchaser  to  consummate   the
  transaction hereunder shall be subject to the fulfillment  on  or
  before  the  date of Closing of all of the following  conditions,
  any  or  all  of  which may be waived by Purchaser  in  its  sole
  discretion:
  
  1.              Seller shall have delivered to Purchaser  all  of
  the  items required to be delivered to Purchaser pursuant to  the
  terms  of  this  Agreement, including but not limited  to,  those
  provided for in Section 4.2 hereof;
  
  1.              All  of  the  representations and  warranties  of
  Seller  contained in this Agreement shall be true and correct  in
  all material respects as of the date of Closing (with appropriate
  modifications permitted under this Agreement); and
  
  1.              Seller shall have performed and observed, in  all
  material respects, all covenants and agreements of this Agreement
  to be performed and observed by Seller as of the date of Closing.
  
  A.        Section   Conditions Precedent to Obligation of Seller.
  The  obligation of Seller to consummate the transaction hereunder
  shall  be  subject to the fulfillment on or before  the  date  of
  Closing  of all of the following conditions, any or all of  which
  may be waived by Seller in its sole discretion:
  
  1.              Escrow  Agent  shall have received  the  Purchase
  Price   as   adjusted  as  provided  herein  with   unconditional
  instructions to disburse same in accordance with the  agreed-upon
  settlement  statement simultaneously with Seller's  authorization
  to release its Deeds for recordation, all pursuant to and payable
  in the manner provided for in this Agreement;
  
  1.              Purchaser shall have delivered to Seller  all  of
  the  items  required to be delivered to Seller  pursuant  to  the
  terms  of  this  Agreement, including but not limited  to,  those
  provided for in Section 4.3 hereof;
  
  1.              All  of  the  representations and  warranties  of
  Purchaser  contained in this Agreement shall be true and  correct
  in  all  material  respects  as of  the  date  of  Closing  (with
  appropriate modifications permitted under this Agreement); and
  
  1.              Purchaser  shall have performed and observed,  in
  all  material  respects,  all covenants and  agreements  of  this
  Agreement  to be performed and observed by Purchaser  as  of  the
  date of Closing.
  
                            I.   ARTICLE
  
              REPRESENTATIONS, WARRANTIES AND COVENANTS
  
  A.         Section    Representations and Warranties  of  Seller.
  Seller  hereby makes the following representations and warranties
  to  Purchaser as of the Effective Date, which representations and
  warranties  shall be deemed to have been made  again  as  of  the
  Closing, subject to Section 4.2(f) hereof:
  
  1.              Organization and Authority.  Seller has been duly
  organized and is validly existing under the laws of the State  of
  Delaware.  Seller has the full right and authority to enter  into
  this  Agreement  and  to  transfer all of  the  Property  and  to
  consummate   or   cause   to  be  consummated   the   transaction
  contemplated   by  this  Agreement.   The  person  signing   this
  Agreement on behalf of Seller is authorized to do so.
  
  1.             Pending Actions.  To Seller's knowledge, except as
  set forth on Exhibit M, Seller has not received written notice of
  any  action,  suit, arbitration, unsatisfied order  or  judgment,
  government  investigation or proceeding  pending  against  Seller
  which,  if  adversely determined, could individually  or  in  the
  aggregate  materially  interfere with  the  consummation  of  the
  transaction  contemplated by this Agreement or  have  a  material
  adverse effect on any Project.
  
  1.              Operating Agreements.  To Seller's knowledge, the
  Operating  Agreements  listed  on  Exhibit  C  are  all  of   the
  agreements  concerning  the  operation  and  maintenance  of  the
  Property  entered into by Seller and affecting the Property,  and
  Seller  has  delivered to Purchaser a true, correct and  complete
  copy   of  each  Operating  Agreement.   Except  those  Operating
  Agreements that require more than thirty (30) days written notice
  to  terminate,  all  of such agreements, including  all  property
  management agreements and Leasing Agreements, shall be terminated
  by  Seller  as  of Closing, and as to those Operating  Agreements
  which  terminate upon more than thirty (30) days written  notice,
  Seller agrees to give such notice (contingent upon the occurrence
  of Closing) at least thirty (30) days prior to Closing.
  
  1.              Condemnation.  To Seller's knowledge,  except  as
  set forth on Exhibit M, Seller has received no written notice  of
  any condemnation proceedings relating to any Project.
  
  1.              Litigation.  To Seller's knowledge, except as set
  forth  on  Exhibit M attached hereto, and except tenant  eviction
  proceedings, tenant bankruptcies, proceedings for the  collection
  of  delinquent  rentals from tenants and proceedings  related  to
  claims  for personal injury or damage to property due  to  events
  occurring at the Property, Seller has not received written notice
  of any litigation which has been filed against Seller that arises
  out  of  the ownership of any of the Projects or would materially
  affect any of the Projects or use thereof, or Seller's ability to
  perform hereunder;
  
  1.              Violations.  To Seller's knowledge, except as set
  forth  on  Exhibit  N attached hereto, Seller  has  not  received
  written notice of any uncured violation of any federal, state  or
  local  law relating to the use or operation of any Project  which
  would materially adversely affect any Project or use thereof;
  
  1.              Leases.   The description of the Leases  attached
  hereto  as  Exhibit O is accurate in all material  respects,  and
  lists  all  of  the leases currently affecting the  Property  and
  Seller  has  delivered to Purchaser a true, correct and  complete
  copy  of all the Leases.  Except as identified on Exhibit  Q,  to
  Seller's  knowledge, no tenant is delinquent in  the  payment  of
  rent  for  more  than thirty (30) days nor has  Seller  delivered
  written notice of any other default which remains uncured; and
  
            (h)  Leasing Agreements and Commission Agreements.   To
  Seller's  knowledge, Exhibit P attached hereto includes  (i)  all
  agreements  entered into by Seller with leasing  agents  for  the
  purpose  of  leasing  any  Project  (collectively,  the  "Leasing
  Agreements")  and (ii) all agreements entered into by  Seller  or
  any  predecessor in title to Seller with leasing brokers for  the
  payment of leasing commissions with respect to any existing Lease
  (collectively,   the   "Commission  Agreements").    Seller   has
  delivered or will deliver within five (5) business days after the
  Effective  Date true and correct copies of all Leasing Agreements
  and  Commission  Agreements listed on  Exhibit  P  to  Purchaser.
  Purchaser and Seller acknowledge that Seller shall have five  (5)
  business  days  following the Effective Date to add  to  but  not
  delete  from Exhibit P to this Agreement.  Seller will  terminate
  all  Leasing Agreements at Closing, however, Purchaser shall  pay
  any  commissions  which are payable under the Leasing  Agreements
  (notwithstanding  the termination thereof) with  respect  to  any
  lease signed by Purchaser after the Closing.
  A.          Section    Knowledge  Defined.   References  to   the
  "knowledge"  of  Seller shall refer only to  the  current  actual
  knowledge  of  the  Designated  Representatives  (as  hereinafter
  defined) of Seller, and shall not be construed, by imputation  or
  otherwise,  to refer to the knowledge of Seller or any  affiliate
  of  Seller,  to  any property manager, or to any  other  officer,
  agent,  manager,  representative or employee  of  Seller  or  any
  affiliate   thereof   or   to   impose   upon   such   Designated
  Representatives any duty to investigate the matter to which  such
  actual  knowledge,  or the absence thereof,  pertains.   As  used
  herein, the term "Designated Representatives" shall refer to C.L.
  Davidson, III, Fred H. Henritze, Seabie W Hickson, III  and David
  M.  Hendrickson.   Purchaser agrees that none of  the  Designated
  Representatives  shall have any personal liability  hereunder  by
  reason of their designation as Designated Representatives.
  
  A.         Section    Survival  of Seller's  Representations  and
  Warranties.   The representations and warranties  of  Seller  set
  forth  in  Section  5.1 hereof as updated as of  the  Closing  in
  accordance  with  the  terms  of this  Agreement,  shall  survive
  Closing for a period of two hundred seventy (270) days.  No claim
  asserted  after  Closing for a breach of  any  representation  or
  warranty  of Seller shall be actionable or payable if the  breach
  in  question  results from or is based on a condition,  state  of
  facts  or  other  matter which was known to  Purchaser  prior  to
  Closing.   Seller  shall have no liability  to  Purchaser  for  a
  breach  of  any representation or warranty (a) unless  the  valid
  claims  for  all such breaches collectively aggregate  more  than
  Twenty-Five Thousand Dollars ($25,000), in which event  the  full
  amount  of such valid claims shall be actionable, up to  the  Cap
  (as  defined  in  this  Section), and (b) unless  written  notice
  containing  a description of the specific nature of  such  breach
  shall  have  been  given  by Purchaser to  Seller  prior  to  the
  expiration  of said two hundred seventy (270) day period  and  an
  action  shall  have  been commenced by Purchaser  against  Seller
  within  three hundred sixty-five (365) days of Closing.  As  used
  herein,  the term "Cap" shall mean the total aggregate amount  of
  Three Million and No/100 Dollars ($3,000,000); except there shall
  be  no Cap applicable to any recovery from Seller as a result  of
  the fraudulent acts of Seller.
  
  A.        Section   Payment of Claims.   To ensure that Seller is
  able  to  pay  any  Valid  Claim (as hereinafter  defined)  under
  Section  5.3  above, Seller shall implement, at Seller's  option,
  one of the following options at Closing:
  
  1.               Seller   shall  obtain  an  amendment   to   its
  partnership agreement from all of the current partners of  Seller
  substantially to the effect that: (i) at the request of Brookdale
  Partners, LLC, the general partner of Seller ("GP"), all  of  the
  partners   of  Seller  shall  be  unconditionally  obligated   to
  contribute  additional capital to Seller  in  proportion  to  the
  amount  of  the net sales proceeds received by each partner  from
  the  sale  of  Property  in the event Purchaser asserts  a  Valid
  Claim under Section 5.3 above; and (ii) all of the partners shall
  consent  to  a  collateral assignment by GP to Purchaser  of  the
  right  to  call for such additional capital which  right  may  be
  exercised  by  Purchaser under such collateral  assignment  if  a
  Valid  Claim is not paid within thirty (30) days (the "Collateral
  Assignment").    At  Closing, GP shall  execute  and  deliver  to
  Purchaser   the  Collateral  Assignment  in  a  form   reasonably
  satisfactory to Purchaser and Seller.  The Collateral  Assignment
  and  the  obligation  of  the partners to  contribute  additional
  capital  shall  terminate  on the Termination  Date  (as  defined
  below); or
  
  1.              At  Closing,  Seller shall  establish  a  reserve
  account  (the  "Reserve  Account")  in  the  initial  amount   of
  $1,300,000.00 to be owned and maintained by Seller.  The  Reserve
  Account  shall  be  maintained by Seller until  the  "Termination
  Date"  which,  for  purposes herein, means the  earlier  of:  (i)
  expiration  of the 270-day period following Closing  without  the
  assertion  of  a  written claim by Purchaser of  a  breach  of  a
  representation  or  warranty by Seller;  (ii)  after  the  timely
  assertion of such a claim by Purchaser, the expiration of the 365-
  day  period following Closing without the filing of an action  by
  Purchaser  in a court of competent jurisdiction; or  (iii)  final
  resolution of any claim timely asserted under Section 5.3 and the
  payment  of  all  Valid Claims.   In addition,  upon  Purchaser's
  payment  of  the Promissory Note, all of the proceeds  (less  any
  Profits as defined in the Promissory Note) of the Promissory Note
  shall also be deposited in the Reserve Account.  Seller shall  be
  entitled to pay all Valid Claims from the Reserve Account and  in
  its  sole  judgement,  any  other  claims  properly  asserted  by
  Purchaser  under Section 5.3.  Seller shall not expend any  funds
  from the Reserve Account except as provided above.
  
             For  purposes  of this Section 5.4,  the  term  "Valid
  Claim"  means  any final judgement entered against  Seller  by  a
  court of competent jurisdiction holding that a breach of Seller's
  representations  and  warranties  under  Section  5.3  above  has
  occurred  and  stating  damages at a sum certain;  provided  that
  Seller shall have no liability to pay any amount, including Valid
  Claims,  for  breach of Seller's representations  and  warranties
  under  Section 5.3 above in an aggregate amount in excess of  the
  Cap.
  
  A.          Section    Covenants   of   Seller.   Seller   hereby
  covenants with Purchaser as follows:
  
  1.              From  the Effective Date hereof until the Closing
  or  earlier  termination  of  this Agreement,  Seller  shall  use
  reasonable  efforts to operate and maintain  the  Property  in  a
  manner  generally consistent with the manner in which Seller  has
  operated  and  maintained the Property prior to the  date  hereof
  including,  without  limitation,  the  continuation  of   ongoing
  leasing and marketing activities at each Project;
  
  1.              Except  as provided hereinbelow, a  copy  of  any
  amendment, renewal or expansion of an existing Lease  or  of  any
  new  Lease  which Seller wishes to execute between the  Effective
  Date and the date of Closing will be submitted to Purchaser prior
  to  execution  by  Seller.  For any such  amendment,  renewal  or
  expansion of an existing Lease or for any new Lease which  Seller
  proposes  to execute after the Effective Date,  Purchaser  agrees
  to  notify Seller in writing within five (5) business days  after
  its  receipt  thereof  of  either  its  approval  or  disapproval
  thereof,  including  all  Tenant  Inducement  Costs  and  leasing
  commissions to be incurred in connection therewith.  In the event
  Purchaser informs Seller within such five (5) business day period
  that  Purchaser  does  not  approve  the  amendment,  renewal  or
  expansion of the existing Lease or the new Lease, which  approval
  shall not be unreasonably withheld, Seller shall not execute such
  disapproved instrument.  In the event Purchaser fails  to  notify
  Seller in writing of its approval or disapproval within the  five
  (5)  business  day  period set forth above,  Purchaser  shall  be
  deemed  to  have approved such new Lease, amendment,  renewal  or
  expansion.  At Closing, Purchaser shall reimburse Seller for  any
  Tenant  Inducement Costs, leasing commissions or other  expenses,
  including  reasonable legal fees, incurred by Seller pursuant  to
  an  amendment, a renewal, an expansion or a new Lease executed by
  Seller after the Effective Date and approved (or deemed approved)
  by Purchaser.
  
  A.         Section   Additional Audits.  Purchaser shall have, in
  addition to any inspection or audit rights contained elsewhere in
  this  Agreement, the right to conduct a full audit of  the  books
  and  records  of Seller relating to the operations and  financial
  results  of  each Project (excluding any Confidential Documents),
  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 Purchaser undertaking such audit, including  any
  costs  incurred  by  Seller  in  complying  with  its  obligation
  hereunder,  shall  be  borne exclusively by Purchaser;  provided,
  however,  Seller  shall make available such  books,  records  and
  materials  as  may  be reasonably requested by Purchaser  or  its
  accountants  in  order  to  conduct  such  audit  (excluding  any
  Confidential  Documents).   All such audit  activities  shall  be
  conducted  at  Seller's or its agent's place  of  business  in  a
  commercially reasonable fashion during normal business hours  and
  upon  ten  (10) days prior notice from Purchaser to Seller.   The
  terms  and  provisions  of this Section  5.6  shall  survive  the
  Closing.
  
  A.         Section   Representations and Warranties of Purchaser.
  Purchaser   hereby   makes  the  following  representations   and
  warranties   to   Seller   as  of  the  Effective   Date,   which
  representations and warranties shall be deemed to have been  made
  again as of the Closing, subject to Section 4.3(c) hereof:
  
  1.              Organization and Authority.  Purchaser  has  been
  duly  organized  and is validly existing under the  laws  of  the
  State of Delaware.  Purchaser has the full right and authority to
  enter  into  this  Agreement and to consummate  or  cause  to  be
  consummated the transaction contemplated by this Agreement.   The
  person   signing  this  Agreement  on  behalf  of  Purchaser   is
  authorized to do so;
  
  1.              Pending Actions.  To Purchaser's knowledge, there
  is  no  action, suit, arbitration, unsatisfied order or judgment,
  government investigation or proceeding pending against  Purchaser
  which,  if  adversely determined, could individually  or  in  the
  aggregate  materially  interfere with  the  consummation  of  the
  transaction contemplated by this Agreement.
  
  1.              ERISA.  As of the Closing, (1) Purchaser will not
  be  an  employee benefit plan as defined in Section 3(3)  of  the
  Employee  Retirement  Income Security Act  of  1974,  as  amended
  ("ERISA"), which is subject to title I of ERISA, nor  a  plan  as
  defined  in Section 4975(e) (1) of the Internal Revenue  Code  of
  1986,  as amended (each of the foregoing hereinafter referred  to
  collectively a "Plan"), and (2) the assets of the Purchaser  will
  not constitute "plan assets" of one or more such Plans within the
  meaning of Department of Labor ("DOL") Regulation Section 2510 .3-
  101.  As of the Closing, if Purchaser is a "governmental plan" as
  defined in Section 3(32) of ERISA, the closing of the sale of the
  Property will not constitute or result in a violation of state or
  local   statutes   regulating  investments   of   and   fiduciary
  obligations  with  respect  to governmental  plans.   As  of  the
  Closing,  Purchaser will be acting on its own behalf and  not  on
  account  of  or  for the benefit of any Plan.  Purchaser  has  no
  present intent to transfer the Property to any entity, person  or
  Plan which will cause a violation of ERISA.  Purchaser shall  not
  assign  its  interest under this contract of sale to any  entity,
  person, or Plan which will cause a violation of ERISA.
  
  A.         Section   Survival of Purchaser's Representations  and
  Warranties.  The representations and warranties of Purchaser  set
  forth  in  Section  5.5 hereof as updated as of  the  Closing  in
  accordance  with  the  terms  of this  Agreement,  shall  survive
  Closing  for  a  period  of  two  hundred  seventy  (270)   days.
  Purchaser shall have no liability to Seller for a breach  of  any
  representation  or  warranty unless written notice  containing  a
  description of the specific nature of such breach shall have been
  given  by  Seller  to Purchaser prior to the expiration  of  said
  270-day period and an action shall have been commenced by  Seller
  against  Purchaser within three hundred sixty five (365) days  of
  Closing.
  
                            II.  ARTICLE
  
                               DEFAULT
  
  A.         Section   Default by Purchaser.  In the event the sale
  of  the Property as contemplated hereunder is not consummated due
  to  Purchaser's default hereunder, Seller shall be  entitled,  as
  its  sole  remedy, to terminate this Agreement  and  receive  the
  Deposit  as  liquidated damages for the breach of this Agreement,
  it  being  agreed  between the parties  hereto  that  the  actual
  damages to Seller in the event of such breach are impractical  to
  ascertain and the amount of the Deposit is a reasonable  estimate
  thereof.
  
  A.         Section   Default by Seller.  In the event the sale of
  the Property as contemplated hereunder is not consummated due  to
  Seller's default hereunder, and Purchaser is not in default under
  this  Agreement, Purchaser shall be entitled, as its sole remedy,
  either  (a) to receive the return of the Deposit plus payment  by
  Seller of Purchaser's actual, third-party out-of-pocket costs and
  expenses  in connection with this transaction not to  exceed  One
  Hundred  Thousand  Dollars ($100,000), which return  and  payment
  shall operate to terminate this Agreement and release Seller from
  any  and  all  liability hereunder, or (b)  to  enforce  specific
  performance  of  Seller's  obligation  to  convey  title  to  the
  Property  to  Purchaser in accordance with Section  2.3  of  this
  Agreement,  it  being understood and agreed that  the  remedy  of
  specific performance shall not be available to enforce any  other
  obligation  of Seller hereunder.  Purchaser expressly waives  its
  rights   to  seek  damages  in  the  event  of  Seller's  default
  hereunder.   Purchaser  shall  be  deemed  to  have  elected   to
  terminate  this  Agreement  and receive  back  the  Deposit  plus
  payment  of  its  out-of-pocket expenses  as  provided  above  if
  Purchaser  fails  to  file suit for specific performance  against
  Seller in a court having jurisdiction in the county and state  in
  which  the  Property is located, on or before  thirty  (30)  days
  following  the date upon which Closing was to have occurred.   If
  Purchaser  elects to seek specific performance hereunder,  Seller
  agrees that any final judgment obtained by Purchaser from a court
  of  competent  jurisdiction  in  the  State  of  Georgia  may  be
  domesticated  in each state in which any Project is  located  for
  the purpose of enforcing such judgment therein.
  
  A.          Section     Recoverable   Damages.    Notwithstanding
  Sections 6.1 and 6.2 hereof, in no event shall the provisions  of
  Sections  6.1  and  6.2 limit the damages recoverable  by  either
  party against the other party due to the other party's obligation
  to indemnify such party in accordance with this Agreement.
  
                            I.   ARTICLE
  
                            RISK OF LOSS
  
  A.        Section   Minor Damage.  In the event of loss or damage
  to  or  any condemnation of any Project, or any portion  thereof,
  which  is  not  "Major" (as hereinafter defined), this  Agreement
  shall  remain in full force and effect provided that Seller shall
  assign to Purchaser all of Seller's right, title and interest  in
  and  to  any claims and proceeds Seller may have with respect  to
  any  casualty insurance policies or condemnation awards  relating
  to  the  premises  in question and the Purchase  Price  shall  be
  reduced by an amount equal to the lesser of the deductible amount
  under  Seller's insurance policy or the cost of such  repairs  as
  determined in accordance with Section 7.3 hereof.  Upon  Closing,
  full  risk  of  loss with respect to each Project shall  pass  to
  Purchaser.
  
  A.        Section   Major Damage.  In the event of a "Major" loss
  or  damage,  Purchaser may terminate this  Agreement  as  to  the
  affected  Project only by written notice to the other  party,  in
  which  event  the Purchase Price shall be reduced by  the  amount
  thereof  allocated to such Project as shown  on  Exhibit  D.   If
  Purchaser  does not elect to terminate this Agreement as  to  the
  affected  Project  within  ten  (10)  days  after  Seller   sends
  Purchaser written notice of the occurrence of such Major loss  or
  damage   (which  notice  shall  state  the  cost  of  repair   or
  restoration thereof as opined by an architect in accordance  with
  Section  7.3  hereof ), then Purchaser shall be  deemed  to  have
  elected  to  proceed with the purchase and sale of such  affected
  Project, in which event Seller shall assign to Purchaser  all  of
  Seller's  right,  title and interest in and  to  any  claims  and
  proceeds  Seller may have with respect to any casualty  insurance
  policies or condemnation awards relating to the affected  Project
  and the Purchase Price shall be reduced by an amount equal to the
  lesser  of the deductible amount under Seller's insurance  policy
  or  the  cost  of  such repairs as determined in accordance  with
  Section 7.3 hereof.
  
  A.         Section    Definition of "Major" Loss or Damage.   For
  purposes  of Sections 7.1 and 7.2, "Major" loss or damage  refers
  to  the following: (a) loss or damage to any Project hereof  such
  that  the cost of repairing or restoring the premises in question
  to  substantially the same condition which existed prior  to  the
  event of damage would be, in the opinion of an architect selected
  by  Seller  and  reasonably approved by Purchaser,  equal  to  or
  greater  than seven percent (7%) of the value of such Project  as
  set forth on Exhibit "D" attached hereto, and (b) any loss due to
  a  condemnation  which  permanently and  materially  impairs  the
  current  use of the Project.  If Purchaser does not give  written
  notice  to  Seller  of  Purchaser's reasons for  disapproving  an
  architect  within five (5) business days after receipt of  notice
  of  the  proposed architect, Purchaser shall be  deemed  to  have
  approved the architect selected by Seller.
  
                            I.   ARTICLE
  
                             COMMISSIONS
  
  A.         Section    Brokerage Commissions.  Seller acknowledges
  that  Broker  has  been engaged by Seller  to  assist  with  this
  transaction  and  Seller  shall  be  fully  responsible  for  any
  compensation  owed  Broker in connection with  this  transaction.
  Each  of Purchaser and Seller represent and warrant to the  other
  that it has not dealt with any broker or agent in the negotiation
  of  this transaction other than Broker.  Each party hereto agrees
  that  if  any  person  or  entity makes  a  claim  for  brokerage
  commissions or finder's fees related to the sale of the  Property
  by  Seller to Purchaser, and such claim is made by, through or on
  account  of  any  acts  or alleged acts  of  said  party  or  its
  representatives, said party will protect, indemnify,  defend  and
  hold  the other party free and harmless from and against any  and
  all   loss,   liability,  cost,  damage  and  expense  (including
  reasonable   attorneys'  fees)  in  connection  therewith.    The
  provisions  of  this  paragraph  shall  survive  Closing  or  any
  termination of this Agreement.
  
                            I.   ARTICLE
  
                       DISCLAIMERS AND WAIVERS
  
  A.          Section    NO  RELIANCE  ON  DOCUMENTS.   EXCEPT   AS
  EXPRESSLY  STATED  HEREIN,  SELLER  MAKES  NO  REPRESENTATION  OR
  WARRANTY  AS  TO  THE  TRUTH, ACCURACY  OR  COMPLETENESS  OF  ANY
  MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER OR ITS BROKERS
  OR  AGENTS  TO  PURCHASER  IN  CONNECTION  WITH  THE  TRANSACTION
  CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES AND AGREES  THAT  ALL
  MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO  PURCHASER
  IN  CONNECTION  WITH  THE  TRANSACTION  CONTEMPLATED  HEREBY  ARE
  PROVIDED TO PURCHASER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE
  ON  OR  USE  OF SUCH MATERIALS, DATA OR INFORMATION BY  PURCHASER
  SHALL  BE  AT  THE  SOLE RISK OF PURCHASER, EXCEPT  AS  OTHERWISE
  EXPRESSLY  STATED HEREIN.  NEITHER SELLER, NOR ANY  AFFILIATE  OF
  SELLER,  NOR  THE PERSON OR ENTITY WHICH PREPARED ANY  REPORT  OR
  REPORTS DELIVERED BY SELLER TO PURCHASER SHALL HAVE ANY LIABILITY
  TO  PURCHASER  FOR ANY INACCURACY IN OR OMISSION  FROM  ANY  SUCH
  REPORTS.
  
  A.        Section   AS-IS SALE; DISCLAIMERS.  EXCEPT AS EXPRESSLY
  SET  FORTH  IN THIS AGREEMENT, IT IS UNDERSTOOD AND  AGREED  THAT
  SELLER  IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES
  OR  REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
  WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,  ANY
  WARRANTIES OR REPRESENTATIONS AS TO A PARTICULAR PURPOSE.
  
             PURCHASER  ACKNOWLEDGES AND AGREES THAT  UPON  CLOSING
  SELLER  SHALL  SELL AND CONVEY TO PURCHASER AND  PURCHASER  SHALL
  ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO
  THE  EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR  IN
  ANY  OTHER DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER
  AT  CLOSING.  PURCHASER HAS NOT RELIED AND WILL NOT RELY ON,  AND
  SELLER  IS  NOT  LIABLE FOR OR BOUND BY, ANY EXPRESS  OR  IMPLIED
  WARRANTIES,    GUARANTIES,   STATEMENTS,    REPRESENTATIONS    OR
  INFORMATION  PERTAINING  TO  THE  PROPERTY  OR  RELATING  THERETO
  (INCLUDING  SPECIFICALLY, WITHOUT LIMITATION,  OFFERING  PACKAGES
  DISTRIBUTED  WITH RESPECT TO THE PROPERTY) MADE OR  FURNISHED  BY
  SELLER,  THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE  BROKER
  OR  AGENT  REPRESENTING  OR PURPORTING TO  REPRESENT  SELLER,  TO
  WHOMEVER  MADE  OR GIVEN, DIRECTLY OR INDIRECTLY,  ORALLY  OR  IN
  WRITING,   UNLESS  SPECIFICALLY  SET  FORTH  IN  THIS  AGREEMENT.
  PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS  AND
  TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS-IS."
  
             PURCHASER  REPRESENTS  TO SELLER  THAT  PURCHASER  HAS
  CONDUCTED,  OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS
  OF  THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL  AND
  ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR
  DESIRABLE  TO SATISFY ITSELF AS TO THE CONDITION OF THE  PROPERTY
  AND  THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN
  WITH  RESPECT  TO  ANY  HAZARDOUS  OR  TOXIC  SUBSTANCES  ON   OR
  DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME  AND
  NOT  UPON  ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER  OR
  ITS  AGENTS  OR EMPLOYEES WITH RESPECT THERETO, OTHER  THAN  SUCH
  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  SELLER  AS  ARE
  EXPRESSLY  SET FORTH IN THIS AGREEMENT.  UPON CLOSING,  PURCHASER
  SHALL  ASSUME  THE RISK THAT ADVERSE MATTERS, INCLUDING  BUT  NOT
  LIMITED  TO,  CONSTRUCTION  DEFECTS  AND  ADVERSE  PHYSICAL   AND
  ENVIRONMENTAL   CONDITIONS,  MAY  NOT  HAVE  BEEN   REVEALED   BY
  PURCHASER'S  INVESTIGATIONS, AND EXCEPT WITH RESPECT  TO  MATTERS
  WHICH BY THE EXPRESS TERMS OF THIS AGREEMENT SURVIVE CLOSING  AND
  EXCEPT  FOR  ANY CLAIMS ARISING OUT OF THE FRAUDULENT ACTIONS  OF
  SELLER,  PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
  RELINQUISHED   AND   RELEASED  SELLER  (AND  SELLER'S   OFFICERS,
  DIRECTORS,  SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND  AGAINST
  ANY  AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING  CAUSES
  OF  ACTION  IN  TORT),  LOSSES, DAMAGES, LIABILITIES,  COSTS  AND
  EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) OF ANY AND  EVERY
  KIND  OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT  HAVE
  ASSERTED  OR  ALLEGED  AGAINST  SELLER  (AND  SELLER'S  OFFICERS,
  DIRECTORS,  SHAREHOLDERS, EMPLOYEES AND AGENTS) AT  ANY  TIME  BY
  REASON  OF  OR  ARISING OUT OF ANY LATENT OR PATENT  CONSTRUCTION
  DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OR ANY APPLICABLE LAWS
  AND  ANY AND ALL OTHER FACTS, OMISSIONS, EVENTS CIRCUMSTANCES  OR
  MATTERS REGARDING THE PROPERTY.
  
  A.         Section   SURVIVAL OF DISCLAIMERS.  THE PROVISIONS  OF
  THIS  ARTICLE IX SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS
  AGREEMENT.
  
                            I.   ARTICLE
  
                            MISCELLANEOUS
  
  A.         Section   Confidentiality.  Except as required by law,
  Purchaser   and  its  representatives  shall  hold  in  strictest
  confidence  all  data and information obtained  with  respect  to
  Seller  or  its business, whether obtained before  or  after  the
  execution and delivery of this Agreement, and shall not  disclose
  the  same to others; provided, however, that it is understood and
  agreed  that Purchaser may disclose such data and information  to
  the employees, lenders, consultants, accountants and attorneys of
  Purchaser  provided that such persons agree in writing  to  treat
  such  data  and information confidentially.  Notwithstanding  the
  foregoing,  Purchaser shall have no obligation  to  maintain  the
  confidentiality  of  any information which is  available  to  the
  public or which has been obtained from sources not subject to the
  provisions hereof.  In the event this Agreement is terminated  or
  Purchaser  fails to perform hereunder, Purchaser  shall  promptly
  return  to Seller any statements, documents, schedules,  exhibits
  or  other  written information obtained from Seller in connection
  with  this Agreement or the transaction contemplated herein.   In
  the  event of a breach or threatened breach by Purchaser  or  its
  agents  or representatives of this Section 10.1, Seller shall  be
  entitled to an injunction restraining Purchaser or its agents  or
  representatives  from  disclosing, in  whole  or  in  part,  such
  confidential  information.  Nothing herein shall be construed  as
  prohibiting  Seller from pursuing any other available  remedy  at
  law  or  in  equity  for such breach or threatened  breach.   The
  provisions of this Section 10.1 shall survive any termination  of
  this Agreement.
  
  A.         Section    Public Disclosure.  Except as  required  by
  law,  prior  to  the  Closing,  any  release  to  the  public  of
  information with respect to the sale contemplated herein  or  any
  matters set forth in this Agreement will be made only in the form
  reasonably  approved by Purchaser and Seller.  The provisions  of
  this   Section  10.2  shall  survive  any  termination  of   this
  Agreement.
  
  A.         Section    Assignment.  Subject to the  provisions  of
  this Section 10.3, the terms and provisions of this Agreement are
  to  apply to and bind the permitted successors and assigns of the
  parties hereto.  Except with respect to an assignment to a wholly-
  owned subsidiary, Purchaser may not assign its rights under  this
  Agreement  without  first  obtaining Seller's  written  approval,
  which  approval  may  be  given  or  withheld  in  Seller's  sole
  discretion.  In the event Purchaser intends to assign its  rights
  hereunder, (a) Purchaser shall send Seller written notice of  its
  request  at least five (5) business days prior to Closing,  which
  request  shall  include  the  legal name  and  structure  of  the
  proposed  assignee, as well as any other information that  Seller
  may  reasonably  request,  and (b)  Purchaser  and  the  proposed
  assignee  shall  execute  an assignment and  assumption  of  this
  Agreement in form and substance satisfactory to Seller,  and  (c)
  in  no  event shall any assignment of this Agreement  release  or
  discharge  Purchaser from any liability or obligation  hereunder.
  Notwithstanding  the  foregoing,  under  no  circumstances  shall
  Purchaser  have the right to assign this Agreement to any  person
  or  entity  owned  or controlled by an employee benefit  plan  if
  Seller's sale of the Property to such person or entity would,  in
  the  reasonable  opinion  of Seller's ERISA  advisor,  create  or
  otherwise  cause  a "prohibited transaction"  under  ERISA.   Any
  transfer,  directly  or  indirectly, of  any  stock,  partnership
  interest   or   other  ownership  interest  in  Purchaser   shall
  constitute  an  assignment of this Agreement.  The provisions  of
  this Section 10.3 shall survive the Closing or any termination of
  this Agreement.
  
  A.          Section    Notices.   Any  notice  pursuant  to  this
  Agreement shall be given in writing by (a) personal delivery, (b)
  reputable overnight delivery service with proof of delivery,  (c)
  United  States  Mail,  postage prepaid, registered  or  certified
  mail,   return  receipt  requested,  or  (d)  legible   facsimile
  transmission, sent to the intended addressee at the  address  set
  forth below, or to such other address or to the attention of such
  other  person as the addressee shall have designated  by  written
  notice  sent in accordance herewith, and shall be deemed to  have
  been given upon receipt or refusal to accept delivery, or, in the
  case  of  facsimile transmission, as of the date of the facsimile
  transmission provided that an original of such facsimile is  also
  sent to the intended addressee by means described in clauses (a),
  (b) or (c) above. Unless changed in accordance with the preceding
  sentence,  the  addresses  for notices  given  pursuant  to  this
  Agreement shall be as follows:
  
  If to Seller:       Brookdale Investors, L.P.
                      3343 Peachtree Road, N.E.
                      Suite 510
                      Atlanta, GA 30326
                      Attention: C.L. Davidson, III and
                                 Seabie W Hickson, III
                      Telephone No.  404/364-8080
                      Telecopy No.    404/364-8099
  
  with a copy to:     King & Spalding
                      191 Peachtree Street, N.E.
                      Atlanta, GA 30303-1763
                      Attention: Scott J. Arnold
                      Telephone No.: 404/572-4908
                      Telecopy No.: 404/572-5148
  
  If to Purchaser:    Parkway Properties, L.P.
                      Suite 1000, One Jackson Place
                      188 E. Capitol Street
                      Jackson, Mississippi 39201
                      Attention:  Steven G. Rogers  
                                  and  James  M. Ingram
                      Telephone No.: 601/948-4091
                      Telecopy No. : 601/949-4077
  
  with a copy to:     Forman Perry Watkins Krutz & Tardy, PLLC
                      1200 One Jackson Place
                      188 E. Capitol Street
                      Jackson, Mississippi   39201
                      Attention: Steven M. Hendrix
                      Telephone No.: 601/960-8600
                      Telecopy No.: 601/960-8609
  
  A.         Section     Modifications.  This Agreement  cannot  be
  changed orally, and no executory Agreement shall be effective  to
  waive,  change, modify or discharge it in whole or in part unless
  such  executory  Agreement is in writing and  is  signed  by  the
  parties   against   whom  enforcement  of  any  waiver,   change,
  modification or discharge is sought
  
  A.         Section   Entire Agreement.  This Agreement, including
  the  exhibits and schedules hereto, contains the entire Agreement
  between  the  parties  hereto pertaining to  the  subject  matter
  hereof  and fully supersedes all prior written or oral agreements
  and understandings between the parties pertaining to such subject
  matter.
  
  A.         Section   Further Assurances.  Each party agrees  that
  it  will  execute and deliver such other documents and take  such
  other  action, whether prior or subsequent to Closing, as may  be
  reasonably  requested  by  the  other  party  to  consummate  the
  transaction  contemplated by this Agreement.  The  provisions  of
  this Section 10.7 shall survive Closing.
  
  A.        Section   Counterparts.  This Agreement may be executed
  in  counterparts, all such executed counterparts shall constitute
  the  same  Agreement,  and the signature  of  any  party  to  any
  counterpart  shall be deemed a signature to, and may be  appended
  to, any other counterpart.
  
  A.         Section   Facsimile Signatures.  In order to  expedite
  the transaction contemplated herein, telecopied signatures may be
  used  in  place of original signatures on this Agreement.  Seller
  and  Purchaser  intend  to  be bound by  the  signatures  on  the
  telecopied document, are aware that the other party will rely  on
  the  telecopied signatures, and hereby waive any defenses to  the
  enforcement of the terms of this Agreement based on the  form  of
  signature.
  
  A.         Section    Severability.  If  any  provision  of  this
  Agreement  is determined by a court of competent jurisdiction  to
  be  invalid  or  unenforceable, the remainder of  this  Agreement
  shall nonetheless remain in full force and effect; provided  that
  the  invalidity  or unenforceability of such provision  does  not
  materially  adversely affect the benefits accruing to  any  party
  hereunder.
  
  A.         Section    Applicable Law.  This  Agreement  shall  be
  governed  by  and construed in accordance with the  laws  of  the
  State of Georgia.  Purchaser and Seller agree that the provisions
  of   this  Section  10.11  shall  survive  the  Closing  or   any
  termination of this Agreement.
  
  A.         Section    No Third-Party Beneficiary.  The provisions
  of  this  Agreement  and  of the documents  to  be  executed  and
  delivered  at Closing are and will be for the benefit  of  Seller
  and  Purchaser  only  and are not for the benefit  of  any  third
  party,  and accordingly, no third party shall have the  right  to
  enforce  the provisions of this Agreement or of the documents  to
  be executed and delivered at Closing.
  
  A.         Section   Captions.  The section headings appearing in
  this Agreement are for convenience of reference only and are  not
  intended,  to any extent and for any purpose, to limit or  define
  the text of any section or any subsection hereof.
  
  A.         Section   Construction.  The parties acknowledge  that
  the  parties  and  their counsel have reviewed and  revised  this
  Agreement and that the normal rule of construction to the  effect
  that  any  ambiguities  are to be resolved against  the  drafting
  party  shall  not  be  employed in  the  interpretation  of  this
  Agreement or any exhibits or amendments hereto.
  
  A.         Section    Recordation.  This  Agreement  may  not  be
  recorded by any party hereto without the prior written consent of
  the  other  party hereto.  The provisions of this  Section  10.15
  shall survive the Closing or any termination of this Agreement.
  
  A.         Section   Attorneys' Fees.  If either party  commences
  legal  proceedings for any relief against the other party arising
  out  of this Agreement or any documents, agreements, exhibits  or
  certificates contemplated hereby, the losing party shall pay  the
  prevailing   party's  reasonable  attorney's  fees   upon   final
  settlement, judgment or appeal thereof.
  
  A.         Section   Computation of Time Periods.  All periods of
  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 national holiday, such act or notice  may  be
  timely performed or given on the next succeeding day which is not
  a Saturday, Sunday or national holiday.
  
               [Signatures commence on following page]
                                  
                                  
                                  
                                  
             IN  WITNESS  WHEREOF,  the parties  hereto  have  duly
  executed this Agreement as of the Effective Date.
  
                      SELLER:
  
                      BROOKDALE INVESTORS, L.P.
                      a Delaware limited partnership, by its
                      sole general partner
  
                      By: Brookdale Partners, LLC
  
                      By:   ____________________________
                      Name:   C.L. Davidson, III
                      Title:     Manager
  
                      PURCHASER:
  
                      PARKWAY PROPERTIES, LP,
                      a Delaware limited partnership
  
                                 By:   Parkway  Properties  General
                      Partners,  Inc., a Delaware corporation,  its
                      sole general partner
  
                           By:  _____________________________
                           Name:   __________________________
                           Title:   _________________________
  
                           By:  _____________________________
                           Name:   __________________________
                           Title:   _________________________
  
                  [Signatures continue on next page]
  
          Escrow Agent executes this Agreement below solely for the
  purpose  of  acknowledging that it agrees  to  be  bound  by  the
  provisions of Sections 1.5 and 1.7 hereof.
  
                      ESCROW AGENT:
  
                      ________________________________
                      a ______________________________
  
                      By: ____________________________
                      Name: __________________________
                      Title: _________________________
  
                          EXHIBIT A-1/A-12
  
                         DESCRIPTION OF LAND
  
                          EXHIBIT B-1/B-12
  
                      LIST OF PERSONAL PROPERTY
  
                          EXHIBIT C-1/C-12
  
                    LIST OF OPERATING AGREEMENTS
  
  VENDOR         AGREEMENT      PURPOSE        TERM    CANCELLATION
  NAME           DATE                                  CLAUSE
  
                              EXHIBIT D
  
                    ALLOCATION OF PURCHASE PRICE
                                  
                              EXHIBIT E
  
                    LIST OF ENVIRONMENTAL REPORTS
  [e.g.   Phase I Environmental Report dated ____ prepared  by  XYZ
  Consultants]
  
                              EXHIBIT F
  
                        TENANT ESTOPPEL FORM
  
  Parkway Properties LP
  Suite 1000, One Jackson Place
  188 East Capitol Street
  Jackson, Mississippi   39201
  
       RE: ________________________
  
  Gentlemen:
  
        The  undersigned  as  Tenant hereby  certifies  to  Parkway
  Properties LP and its successors or assigns ("Purchaser") and any
  applicable lender of Purchaser that:
  
            (a)   It  is  a  Tenant of a portion of  the  captioned
            property  under  a  certain  lease  (the  "Lease")   as
            follows:
  
            Landlord: ______________________
  
            Tenant: ________________________
  
            Lease Dated: ____________________
  
            Amendment(s) Dated (if any): __________________
  
            Current Annual Base Rent: _____________________
  
               Current    CAM   or   Operating   Expense   Charges:
  ______________
  
            Square Footage: ____________________
  
            Original term (or current option period, if applicable)
  expires: ___________
  
             Security  Deposit  and/or Lease Deposit  (if  any):  $
  ______________
  
             Outstanding Tenant Improvement Allowance (if  any):  $
  ____________
  
              Outstanding   Leasing   Commissions   (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)   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 or modified in any manner.
  
            (e)   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.
  
            (f)   To Tenant's knowledge 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 in any manner.
  
            (g)   All  requirements of the Lease have been complied
            with  and  no charges, set-offs or other credits  exist
            against the rentals.
  
            (h)   Tenant has no outstanding options to purchase  or
            right  of first refusal to purchase the leased premises
            nor  any part of the real property of which the  leased
            premises are a part.
  
            (i)   Tenant  has  not  assigned,  pledged,  mortgaged,
            sublet, encumbered or otherwise transferred any of  its
            interest under the Lease.
  
        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, and
  any lender thereof, that each of the foregoing representations is
  true, correct and complete as of the date hereof.
  
                                ___________________________
  
  Date: ___________________     By: _______________________
                                Name: _____________________
                                Title: ____________________
  
                              EXHIBIT G
  
                            FORM OF DEED
  
  [a  deed form is not included as it is a State specific document.
  The deed will be a limited or special warranty type deed in which
  the  Project will be conveyed subject to the Permitted Exceptions
  (as  described  in  Section 2.4 of this Sale  Agreement)  with  a
  warranty  of  title  by Seller as to the claims  of  all  persons
  claiming by, through or under Seller, but against none other.]
  
                              EXHIBIT H
  
                        FORM OF BILL OF SALE
  
        KNOW  ALL  MEN BY THESE PRESENTS, that BROOKDALE INVESTORS,
  L.P.,  a Delaware limited partnership (the "Seller"), for and  in
  consideration  of  the  sum  of Ten Dollars  and  other  valuable
  consideration to it in hand paid by _________________________,  a
  (the  "Purchaser")  , the receipt and sufficiency  of  which  are
  hereby acknowledged, hereby sells, assigns, transfers and conveys
  unto  said  Purchaser any and all of Seller's  right,  title  and
  interest  in  and to all tangible personal property located  upon
  the land described in Exhibit "A" attached hereto and hereby made
  a  part  hereof  (the "Land") or within the improvements  located
  thereon,  including, without limitation, any and all  appliances,
  furniture, artwork, planters, canopies, carpeting, draperies  and
  curtains,  tools and supplies, inventories, equipment  and  other
  items  of  personal property owned by Seller (excluding cash  and
  any  software), used exclusively in the operation of the Land and
  improvements, as is, where is, and without warranty of  title  or
  use, and without warranty, express or implied, of merchantability
  or fitness for a particular purpose, except as expressly provided
  herein.  Such personal property shall specifically include  those
  items  set  forth  on  Exhibit  "B" attached  hereto  and  herein
  incorporated  by  reference.  With respect only  to  those  items
  specifically listed on Exhibit "B", Seller warrants its title  to
  those  items against claims arising by, through or under  Seller,
  but not otherwise.
  
        TO  HAVE  AND  TO HOLD all of said personal  property  unto
  Purchaser, its successors and assigns, to its own use forever.
  
       IN WITNESS WHEREOF, Seller has executed this Bill of Sale as
  of the _____ day of _________, 199__
  
                                BROOKDALE INVESTORS, L.P.,
                                a  Delaware limited partnership, by
                                its sole general partner
  
                                By:  Brookdale Partners, LLC
                                By:  ______________________
                                C.L. Davidson, III
                                Manager
  
      [ACKNOWLEDGMENT AND/OR WITNESSES TO BE ADDED IF REQUIRED
                     UNDER APPLICABLE STATE LAW]
                            SCHEDULE "1"
                          LEGAL DESCRIPTION
                          [To be attached]
  
                              EXHIBIT I
  
                    FORM OF ASSIGNMENT OF LEASES
  
        THIS ASSIGNMENT OF LEASES (the "Assignment") is made as  of
  this  ______ day of __________, 1998 between BROOKDALE INVESTORS,
  L.P.,   a   Delaware   limited  partnership,   ("Assignor")   and
  ___________ a _________________ ("Assignee")
  
        For and in consideration of the sum of Ten Dollars ($10.00)
  and  other valuable consideration to it in hand paid by  Assignee
  to  Assignor, the conveyance by Assignor to Assignee of all  that
  certain real property being particularly described on Exhibit "A"
  attached  hereto and incorporated herein by this  reference  (the
  "Property"),  and  the  mutual covenants  herein  contained,  the
  receipt  and  sufficiency  of the foregoing  consideration  being
  hereby  acknowledged  by  the  parties  hereto,  Assignor  hereby
  assigns,  transfers, sets over and conveys  to  Assignee  all  of
  Assignor's right, title and interest in, to and under any and all
  existing   and   outstanding  leases,  licenses   and   occupancy
  agreements of the improvements comprising a part of the  Property
  as  described  on  Exhibit "B" attached hereto  and  incorporated
  herein  by this reference (collectively, the "Leases"),  together
  with all security deposits tendered under the Leases remaining in
  the possession of Assignor.
  
        Assignee  does  hereby assume and agree to perform  all  of
  Assignor's  obligations  under or  with  respect  to  the  Leases
  accruing  from  and  after  the date  hereof,  including  without
  limitation,  any  and all obligations to pay leasing  commissions
  and  finder's fees which are due or payable after the date hereof
  with  respect  to  the Leases, and claims made  by  tenants  with
  respect  to  the tenants' security deposits to the  extent  paid,
  credited or assigned to Assignee by Assignor.  Assignee agrees to
  indemnify,  protect, defend and hold Assignor harmless  from  and
  against  any  and  all liabilities, losses,  costs,  damages  and
  expenses  (including  reasonable  attorneys'  fees)  directly  or
  indirectly arising out of or related to any breach or default  in
  Assignee's  obligations hereunder.  Assignor shall remain  liable
  for  all of Assignor's obligations under or with respect  to  the
  Leases  accruing  prior to the date hereof.  Assignor  agrees  to
  indemnify,  protect, defend and hold Assignee harmless  from  and
  against  any  and  all liabilities, losses,  costs,  damages  and
  expenses  (including  reasonable  attorneys'  fees)  directly  or
  indirectly arising out of or related to any breach or default  in
  Assignor's obligations hereunder.
  
        This  Assignment  shall be binding upon and  inure  to  the
  benefit  of  Assignor  and Assignee and their  respective  heirs,
  executors, administrators, successors and assigns.
  
       This Assignment may be executed in two or more counterparts,
  each  of  which  shall be deemed an original, but  all  of  which
  together shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have each executed
  this Assignment as of the date first written above.
  
                                ASSIGNOR:
  
                                BROOKDALE INVESTORS, L.P.,
                                a  Delaware limited partnership, by
                                its sole general partner
  
                                By:  Brookdale Partners, LLC
  
                                By:
                                C.L. Davidson, III
                                Manager
  
                                ASSIGNEE:
  
                                ___________________________
                                a__________________________
  
                                By: ___________________________
                                    Name:
                                   Title:
  
            [ADD  STATE  SPECIFIC ACKNOWLEDGMENTS AND/OR  WITNESSES
            FOR ASSIGNOR AND ASSIGNEE]
  
                            SCHEDULE "1"
                          LEGAL DESCRIPTION
                                  
                            SCHEDULE "2"
                               LEASES
  
                          [To be attached]
  
                              EXHIBIT J
  
                   FORM OF ASSIGNMENT OF CONTRACTS
  
        THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES
  (the "Assignment") is made as of the _______ day of ______, 1998
  between BROOKDALE INVESTORS, L.P., a Delaware limited partnership
  ("Assignor")      and      ______________________________       a
  ________________________________ ("Assignee")
  
        For and in consideration of the sum of Ten Dollars ($10.00)
  and  other valuable consideration to it in hand paid by  Assignee
  to  Assignor, the conveyance by Assignor to Assignee of all  that
  certain real property being particularly described on Exhibit "A"
  attached  hereto and incorporated herein by this reference,  (the
  "Property"),  and  the  mutual covenants  herein  contained,  the
  receipt  and  sufficiency  of the foregoing  consideration  being
  hereby  acknowledged  by  the  parties  hereto,  Assignor  hereby
  assigns,  transfers,  sets over and convey  to  Assignee  all  of
  Assignor's  right, title and interest, to the extent  assignable,
  in, to and under any and all of the following, to wit:
  
       (i)  the  contracts and agreements listed and  described  on
            Exhibit "B" attached hereto and incorporated herein  by
            this reference (the "Contracts")
  
       (ii) all  existing  warranties and  guaranties  (express  or
            implied)  issued  to  Assignor in connection  with  the
            improvements or the personal property being conveyed to
            Assignee by Bill of Sale on the date hereof,
  
       (iii)      all  existing  permits, licenses,  approvals  and
            authorizations issued by any governmental authority  in
            connection with the Property, and
  
       (iv) the non-exclusive right to the name ______________
  
  All items described in (ii), (iii) and (iv) above are hereinafter
  collectively referred to as "Intangible Property."
  
        Assignee  does  hereby assume and agree to perform  all  of
  Assignor's   obligations  under  the  Contracts  and   Intangible
  Property  accruing  from  and after the  date  hereof.   Assignee
  agrees  to indemnify, protect, defend and hold Assignor  harmless
  from  and against any and all liabilities, losses, costs, damages
  and  expenses (including reasonable attorneys' fees) directly  or
  indirectly arising out of or related to any breach or default  in
  Assignee's  obligations hereunder.  Assignor shall remain  liable
  for  all  of  Assignor's  obligations  under  the  Contracts  and
  Intangible Property accruing prior to the date hereof.   Assignor
  agrees  to indemnify, protect, defend and hold Assignee  harmless
  from  and against any and all liabilities, losses, costs, damages
  and  expenses (including reasonable attorneys' fees) directly  or
  indirectly arising out of or related to any breach or default  in
  Assignor's obligations hereunder.
  
        This  Assignment  shall be binding upon and  inure  to  the
  benefit  of  Assignor  and Assignee and their  respective  heirs,
  executors, administrators, successors and assigns.
  
       This Assignment may be executed in two or more counterparts,
  each  of  which  shall be deemed an original, but  all  of  which
  together shall constitute one and the same instrument.
  
       IN WITNESS WHEREOF, Assignor and Assignee have each executed
  this Assignment as of the date first written above.
  
                                ASSIGNOR:
  
                                BROOKDALE INVESTORS, L.P.,
                                a  Delaware limited partnership, by
                                its sole general partner
  
                                By:  Brookdale Partners, LLC
  
                                By:
                                C.L. Davidson, III
                                Manager
  
                                ASSIGNEE:
                                ___________________________
                                a__________________________
  
                                By: _______________________
                                 Name:
                                 Title:
  
       [ADD  STATE  SPECIFIC ACKNOWLEDGMENTS AND/OR  WITNESSES  FOR
       ASSIGNOR AND ASSIGNEE]
  
                            SCHEDULE "1"
                          LEGAL DESCRIPTION
  
                            SCHEDULE "2"
                              CONTRACTS
  
                          [To be attached]
  
                              EXHIBIT K
  
                        FORM OF TENANT NOTICE
  
  TENANT NOTIFICATION LETTER
  [DATE OF SALE CLOSING]
  
  HAND DELIVERED
  
  TO:  All Tenants at [NAME AND AI)DRESS OF PROPERTY]
  
  RE:  [Name of Property]
       Notification Regarding Change of Ownership
  
  This letter is to notify you as a Tenant at _____________________
  (the  "Property"), that the Property has been sold  by  Brookdale
  Investors,  L.P., a Delaware limited partnership  ("Seller"),  to
  ___  a _______________________________ ("Purchaser").  As of  the
  date hereof, your Lease has been assigned by Seller to Purchaser.
  From the date of this letter, any and all unpaid rent as well  as
  all future rent, or any other amounts due under the terms of your
  Lease, shall be directed as follows:
  
            TO:_____________________________
            ATTN:___________________________
            AT: ____________________________
  
  As  part  of  the sale, all refundable tenant deposits,  if  any,
  actually  held by Seller with respect to the Property  have  been
  transferred  to,  and Seller's obligations with respect  to  such
  deposits have been assumed by, Purchaser as of the date  of  this
  letter.   Any and all payments of rent (or other sums  due  under
  your  Lease)  hereafter paid to any party  other  than  Purchaser
  shall not relieve you of the obligation of making said payment to
  Purchaser.
  
  Seller:        BROOKDALE INVESTORS, L.P.
                 a Delaware limited partnership
                 By: __________________________
                 Name:
                 Title:
  
                 Purchaser:_____________________
                 a _____________________________
                 By: ___________________________
                  Name:
                  Title:
  
                              EXHIBIT L
  
                     FORM OF FIRPTA CERTIFICATE
  
              CERTIFICATE REGARDING FOREIGN INVESTMENT
                      IN REAL PROPERTY TAX ACT
  
                         (ENTITY TRANSFEROR)
  
        Section 1445 of the Internal Revenue Code provides  that  a
  transferee  (purchaser)  of a U.S.  real property  interest  must
  withhold tax if the transferor (seller) is a foreign person.   To
  inform the transferee (purchaser) that withholding of tax is  not
  required upon the disposition of a U.S. real property interest by
  BROOKDALE   INVESTORS,  L.P.,  a  Delaware  limited   partnership
  ("Transferor") Transferor hereby certifies:
  
        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 Federal Employer Identification Number is
  ___________.
  
       3.   Transferor's office address is:
  
            3343 Peachtree Road, NE
            Suite 510
            Atlanta, Georgia 30326
  
       4.   The address or description of the property which is the
  subject matter of the disposition is ___________________________.
  
        Transferor  understands  that  this  certification  may  be
  disclosed to the Internal Revenue Service by transferee and  that
  any  false statement contained herein could be punished by  fine,
  imprisonment, or both.
  
        Transferor declares that it has examined this certification
  and  to the best of its knowledge and belief, it is true, correct
  and  complete, and further declares that the individual executing
  this certification on behalf of Transferor has full authority  to
  do so.
  
                           BROOKDALE INVESTORS, L.P.,
                           a Delaware limited partnership
  
                           By: ____________________________
  Dated: _______________   Name:
                           Title:
                              EXHIBIT M
  
                    LIST OF SPECIFIED LITIGATION
  
       [e.g. XYZ v. Brookdale Investors, L.P., action filed on
                    ________in ___________ court]
                              EXHIBIT N
  
                      LIST OF VIOLATION NOTICES
                                  
                              EXHIBIT O
  
                         SCHEDULE OF LEASES
                              EXHIBIT P
                                  
            Leasing Agreements and Commission Agreements
                             EXHIBIT P-1
                                  
    Tenant Inducement Costs and Leasing Commissions Attributed to
                               Seller
                              EXHIBIT Q
                                  
                           TENANT DEFAULTS
                              EXHIBIT R
  
                      {Form of Promissory Note]
  
                     AMENDMENT TO SALE AGREEMENT
  
       This Amendment, made and entered into as of this 13th day of
  February, 1998 by and between Brookdale Investors, L.P.
  ("Seller") and Parkway Properties LP ("Purchaser").
  
       WHEREAS, Purchaser and Seller entered into that certain Sale
  Agreement dated January 9, 1998, which was amended by that
  certain Amendment to Sale Agreement dated as of February 4, 1998
  (as amended, the "Contract"); and
  
       WHEREAS, Purchaser and Seller desire to further amend and
  modify the Contract as hereinafter set forth.
  
       NOW THEREFORE, for and in consideration of the Premises,
  $10.00 and other good and valuable consideration the receipt and
  sufficiency of which is hereby acknowledged by the parties,
  Purchaser and Seller, intending to be legally bound, do hereby
  agree as follows:
  
  1.        Defined Terms.  All capitalized terms used in this
  Amendment shall have the same meaning as in the Contract unless
  otherwise stated herein.
  
  1.        Inspection Period.  The Inspection Period shall end at
  5:00 p.m. Jackson, Mississippi time, Friday, February 20, 1998
  with respect to receipt and approval by Purchaser of: (i) the
  required minimum percentage of estoppel certificates for
  Executive Tower One, Moorefield III and One Commerce Green; (ii)
  information regarding the identified environmental issues
  relating to Sugar Creek Plaza; (iii) receipt of updated CC&R
  estoppels from the applicable associations; (iv) responses from
  Chicago Title regarding Executive Tower One and the Provident
  Building (Healthsource Building); (v) information regarding the
  height of the Belvedere building; and (vi) revised surveys for
  Belvedere and Loudoun Plaza.  Purchaser shall have a right to
  terminate the Contract prior to the expiration of the extended
  Inspection Period for any of the above referenced reasons and
  upon such termination shall receive a return of the Deposit.  The
  Inspection Period for all other purposes shall expire upon
  execution of this Amendment and the Deposit shall be non-
  refundable for all such other purposes.
  
  1.        Closing.  The Closing shall be held at the offices of
  King & Spalding, Atlanta, Georgia on February 26, 1998.
  
  1.        Miscellaneous.  In all other respects the Contract
  shall remain in full force and effect.  This Amendment may be
  executed in counterparts, all such executed counterparts shall
  constitute the same agreement and the signature of any party to
  any counterpart shall be deemed a signature to, and may be
  appended to, any other counterpart.  In order to expedite
  execution and delivery of this Amendment, telecopy signatures may
  be used in place of original signatures on this Amendment.
  Seller and Purchaser intend to be bound by the signatures on the
  telecopy document, are aware that the other parties will rely on
  the telecopy signatures and hereby waive any defenses to the
  enforcement of the terms of this Amendment based on the form of
  signature.  This Amendment shall be governed by and construed in
  accordance with the laws of the State of Georgia.
  
       IN WITNESS HEREOF, the parties hereto have duly executed
  this Amendment as of the date here first above written.
  
                           SELLER:
  
                           BROOKDALE INVESTORS, L.P., a Delaware
                           limited partnership, by its sole general
                           partner
  
                           By: Brookdale Partners, LLC
  
                           By:___________________________________
                           Name:_________________________________
                           Title: Manager
  
                           PURCHASER:
  
                           PARKWAY PROPERTIES LP, a Delaware
                           limited partnership
  
                                By:  Parkway Properties General
                                Partners, Inc., a Delaware
                                corporation, its sole general
                                partner
  
                                By:________________________
                                Steven G. Rogers
                                President & CEO
  
                                By:________________________
                                James M. Ingram,
                                SR. Vice President
  
                     AMENDMENT TO SALE AGREEMENT
  
       This Amendment, made and entered into as of this 13th day of
  February, 1998 by and between Brookdale Investors, L.P.
  ("Seller") and Parkway Properties LP ("Purchaser").
  
       WHEREAS, Purchaser and Seller entered into that certain Sale
  Agreement dated January 9, 1998, which was amended by that
  certain Amendment to Sale Agreement dated as of February 4, 1998
  (as amended, the "Contract"); and
  
       WHEREAS, Purchaser and Seller desire to further amend and
  modify the Contract as hereinafter set forth.
  
       NOW THEREFORE, for and in consideration of the Premises,
  $10.00 and other good and valuable consideration the receipt and
  sufficiency of which is hereby acknowledged by the parties,
  Purchaser and Seller, intending to be legally bound, do hereby
  agree as follows:
  
       1.   Defined Terms.  All capitalized terms used in this
  Amendment shall have the same meaning as in the Contract unless
  otherwise stated herein.
  
  2.   Inspection Period.  The Inspection Period shall expire as of
  February 13, 1998, except only that if the following items are
  not received by Purchaser on or before 3:00 p.m., Jackson,
  Mississippi time, February 20, 1998, then Purchaser may terminate
  the Contract as otherwise provided in Section 3.3 of the Contract
  on or before such date and time:
  
       (i)  If Purchaser approves, on or before the end of business on
              February 16, 1998, the proposed lease expansion of Nabors
              Industries, Inc. at One Commerce Green which was transmitted to
              Purchaser for approval on February 10, 1998, then the estoppel
              certificate currently outstanding from such tenant shall be
              executed and delivered, provided, however, if Purchaser declines
              to approve such proposed lease expansion by such deadline, then
              Purchaser waives receipt of such estoppel certificate confirms
              that the condition respecting receipt of satisfactory estoppel
              certificates under Section 3.4 of the Contract shall be deemed
              satisfied;
  
       (ii)   Receipt of updated CC&R estoppels from the
              applicable associates with respect to the following
              Projects:  Loudoun Plaza, Moorefield II, Lynwood
              Plaza, Glen Forest, Provident and One Commerce
              Green;
       
      (iii)   A certificate from the City of Addison, Texas
              addressed to Purchaser in substantially the same
              form as that obtained by Seller attached hereto as
              Exhibit 1; and
              
       (iv) Revised surveys for Belvedere and Loudoun Plaza.
  
       3.   Additional Right of Termination.  If Purchaser's
  environmental consultant, acting on Purchaser's behalf within the
  scope of the engagement agreement attached hereto as Exhibit-2,
  finds that soil or ground water contamination exists at the One
  Sugar Creek Project which is in excess of the applicable
  standards established by the Texas Natural Resources Conservation
  Commission, then Purchaser may deliver a notice of termination of
  the Contract on or before 3:00 p.m. Jackson, Mississippi time,
  February 20, 1998.  If Purchaser does not deliver any such notice
  on or prior to such deadline, then Purchaser shall be deemed to
  have accepted the One Sugar Creek Project and unless Purchaser
  shall have previously terminated the Contract pursuant to Section
  2 above, the transaction shall proceed to Closing as otherwise
  contemplated by the Contract.  If Purchaser elects to terminate
  the Contract hereunder on a timely basis, the Contract grants to
  Purchaser the right to conduct the environmental testing at the
  One Sugar Creek Project as described in the attached Exhibit 2,
  which testing must be completed on or before the end of business
  on Thursday, February 19, 1998.
  
       4.   Closing.  The Closing shall be held at the offices of
  King & Spalding, Atlanta, Georgia on February 26, 1998.
       
       5.   Miscellaneous.  In all other respects the Contract shall
  remain in full force and effect.  This Amendment may be executed
  in counterparts, all such executed counterparts shall constitute
  the same agreement and the signature of any party to any
  counterpart shall be deemed a signature to, and may be appended
  to, any other counterpart.  In order to expedite execution and
  delivery of this Amendment, telecopy signatures may be used in
  place of original signatures on this Amendment.  Seller and
  Purchaser intend to be bound by the signatures on the telecopy
  document, are aware that the other parties will rely on the
  telecopy signatures and hereby waive any defenses to the
  enforcement of the terms of this Amendment based on the form of
  signature.
  
       This Amendment shall be governed by and construed in
  accordance with the laws of the State of Georgia.
  
       IN WITNESS HEREOF, the parties hereto have duly executed
  this Amendment as of the date here first above written.
  
                           SELLER:
  
                           BROOKDALE INVESTORS, L.P., a Delaware
                           limited partnership, by its sole general
                           partner
  
                           By: BROOKDATE PARTNERS, LLC
  
                           By:___________________________________
                           Name:_________________________________
                           Title: Manager
  
                           PURCHASER:
  
                           PARKWAY PROPERTIES LP, a Delaware
                           limited partnership
  
                                By:  PARKWAY PROPERTIES GENERAL
                                PARTNERS, INC., a Delaware
                                corporation, its sole general
                                partner
  
                                By:________________________
                                Steven G. Rogers
                                President & CEO
  
                                By:________________________
                                James M. Ingram,
                                SR. Vice President
  
                                  
                                  
                                  
                                  
        AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                  
                                 OF
                                  
                        PARKWAY PROPERTIES LP
                                  
                           January 1, 1998
        AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                  
                                 OF
                                  
                        PARKWAY PROPERTIES LP
                                  
                                  
                          TABLE OF CONTENTS
  
                                                               PAGE
  
  ARTICLE 1
  DEFINED TERMS                                                   1
              Section 1.1    DEFINITIONS                          1
  
  ARTICLE 2
  ORGANIZATIONAL MATTERS                                         16
              Section 2.1    ORGANIZATION                        16
              Section 2.2    NAME                                16
              Section 2.3    RESIDENT AGENT; PRINCIPAL OFFICE    16
              Section 2.4    POWER OF ATTORNEY                   17
              Section 2.5    TERM                                18
  
  ARTICLE 3
  PURPOSE                                                        18
              Section 3.1    PURPOSE AND BUSINESS                18
              Section 3.2    POWERS                              18
              Section 3.3    PARTNERSHIP ONLY FOR PURPOSES 
                             SPECIFIED                           19
              Section 3.4    REPRESENTATIONS AND WARRANTIES
                             BY THE PARTIES                      19
  
  ARTICLE 4
  CAPITAL CONTRIBUTIONS                                          21
              Section 4.1    CAPITAL CONTRIBUTIONS OF THE
                             PARTNERS                            21
              Section 4.2    LOANS BY THIRD PARTIES              22
              Section 4.3    ADDITIONAL FUNDING AND CAPITAL 
                             CONTRIBUTIONS                       22
                             (a) GENERAL                         22
                             (b) GENERAL PARTNER LOANS           22
                             (c) ISSUANCE OF ADDITIONAL 
                                 PARTNERSHIP INTERESTS           22
                             (d) ISSUANCE OF REIT SHARES OR 
                                 OTHER SECURITIES BY THE COMPANY 23
                             (e) PERCENTAGE INTEREST ADJUSTMENTS 
                                 IN THE CASE OF CAPITAL
                                 CONTRIBUTIONS FOR PARTNERSHIP
                                 UNITS                           23
              Section 4.4        STOCK PLAN   24
              Section 4.5        NO THIRD PARTY BENEFICIARY   24
              Section 4.6        OTHER CONTRIBUTION PROVISIONS   24
  
  ARTICLE 5
  DISTRIBUTIONS                                                  25
              Section 5.1        REQUIREMENT AND 
                                 CHARACTERIZATION OF
                                 DISTRIBUTIONS                   25
              Section 5.2        DISTRIBUTIONS IN KIND           25
              Section 5.3        DISTRIBUTIONS UPON LIQUIDATION  25
              Section 5.4        DISTRIBUTIONS TO REFLECT
                                 ISSUANCE OF ADDITIONAL
                                 PARTNERSHIP INTERESTS           26
  
  ARTICLE 6
  ALLOCATIONS                                                    26
              Section 6.1        TIMING AND AMOUNT OF 
                                 ALLOCATIONS OF NET
                                 INCOME AND NET LOSS             26
              Section 6.2        GENERAL ALLOCATIONS             26
                                 (a)  IN GENERAL                 26
                                 (b)  ALLOCATIONS TO REFLECT 
                                      ISSUANCE OF ADDITIONAL 
                                      PARTNERSHIP INTERESTS      26
              Section 6.3        ADDITIONAL ALLOCATION PROVISIONS26
                                 (a)  REGULATORY ALLOCATIONS     26
              Section 6.4 TAX ALLOCATIONS                       29
                                 (a)  IN
                 GENERAL   29
  
  (b)ALLOCATIONS RESPECTING SECTION 704(C) REVALUATIONS   29
  
  ARTICLE 7
  MANAGEMENT AND OPERATIONS OF BUSINESS                                  29
              Section 7.1                               MANAGEMENT   29
              Section 7.2       CERTIFICATE OF LIMITED PARTNERSHIP   33
              Section 7.3 RESTRICTIONS ON GENERAL PARTNER'S AUTHORITY     33
              Section 7.4     REIMBURSEMENT OF THE GENERAL PARTNER   36
              Section 7.5                CONTRACTS WITH AFFILIATES   36
              Section 7.6                          INDEMNIFICATION   37
              Section 7.7         LIABILITY OF THE GENERAL PARTNER   39
                    Section 7.8                                      OTHER MATTERS
                    CONCERNING THE GENERAL PARTNER              40
              Section 7.9              TITLE TO PARTNERSHIP ASSETS   40
              Section 7.10       RELIANCE BY THIRD
              PARTIES                                           41
  
  ARTICLE 8
  RIGHTS AND OBLIGATIONS OF LIMITED PARTNER                      41
              Section 8.1                  LIMITATION OF LIABILITY   41
              Section 8.2                   MANAGEMENT OF BUSINESS   42
              Section 8.3   OUTSIDE ACTIVITIES OF LIMITED PARTNERS   42
              Section 8.4                        RETURN OF CAPITAL   42
              Section 8.5   RIGHTS OF LIMITED PARTNERS RELATING
                            TO THE PARTNERSHIP                       43
              Section 8.6                        REDEMPTION RIGHTS   43
  
  ARTICLE 9
  BOOKS, RECORDS, ACCOUNTING AND REPORTS                         46
              Section 9.1                   RECORDS AND ACCOUNTING   46
              Section 9.2                              FISCAL YEAR   46
              Section 9.3                                  REPORTS   47
  
  ARTICLE 10
  TAX MATTERS                                                    47
              Section 10.1              PREPARATION OF TAX RETURNS   47
              Section 10.2                           TAX ELECTIONS   47
              Section 10.3                     TAX MATTERS PARTNER   47
              Section 10.4                 ORGANIZATIONAL EXPENSES   49
              Section 10.5                             WITHHOLDING   49
  
  ARTICLE 11
  TRANSFERS AND WITHDRAWALS                                      50
              Section 11.1                                TRANSFER   50
                    Section 11.2TRANSFER OF GENERAL PARTNER'S PARTNERSHIP INTEREST
                    50
              Section 11.3LIMITED PARTNERS' RIGHTS TO TRANSFER  52
                                                                            (i)
                 GENERAL PARTNER RIGHT OF FIRST
  
  REFUSAL   52
                                                                            (ii)
                 QUALIFIED TRANSFEREE                           53
              Section 11.4            SUBSTITUTED LIMITED PARTNERS   54
              Section 11.5                               ASSIGNEES   55
              Section 11.6                      GENERAL PROVISIONS   55
  
  ARTICLE 12
  ADMISSION OF PARTNERS                                          57
              Section 12.1  ADMISSION OF SUCCESSOR GENERAL PARTNER   57
              Section 12.2ADMISSION OF ADDITIONAL LIMITED PARTNERS   57
                    Section 12.3AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED
                    PARTNERSHIP                                 58
  
  ARTICLE 13
  DISSOLUTION AND LIQUIDATION                                    58
              Section 13.1                             DISSOLUTION   58
              Section 13.2                              WINDING UP   59
                    Section 13.3COMPLIANCE WITH TIMING REQUIREMENTS OF REGULATIONS
                    60
              Section 13.4              RIGHTS OF LIMITED PARTNERS   61
              Section 13.5                   NOTICE OF DISSOLUTION   61
                    Section 13.6CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP
                    61
              Section 13.7          REASONABLE TIME FOR WINDING UP   61
              Section 13.8                     WAIVER OF PARTITION   62
  
  ARTICLE 14
  AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS                   62
              Section 14.1                              AMENDMENTS   62
              Section 14.2                  ACTION BY THE PARTNERS   62
  
  ARTICLE 15
  GENERAL PROVISIONS                                             63
              Section 15.1                    ADDRESSES AND NOTICE   63
              Section 15.2                     TITLES AND CAPTIONS   63
              Section 15.3                    PRONOUNS AND PLURALS   63
              Section 15.4                          FURTHER ACTION   64
              Section 15.5                          BINDING EFFECT   64
              Section 15.6                               CREDITORS   64
              Section 15.7                                  WAIVER   64
              Section 15.8                            COUNTERPARTS   64
              Section 15.9                          APPLICABLE LAW   64
              Section 15.10               INVALIDITY OF PROVISIONS   64
              Section 15.11     LIMITATION TO PRESERVE REIT STATUS   65
              Section 15.12                       ENTIRE AGREEMENT   65
              Section 15.13              NO RIGHTS AS STOCKHOLDERS   66
  
  EXHIBIT A
  Partners, Contributions and Partnership Interests              67
  
  EXHIBIT B
  Notice of Redemption                                           68
  
  EXHIBIT C
  Schedule of Partners' Ownership with Respect to Tenants        69
  
  EXHIBIT D
  Schedule of REIT Shares Actually or
  Constructively Owned by Limited Partners Other
  than those Acquired Pursuant to an Exchange                    70
  
        AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                 OF
                        PARKWAY PROPERTIES LP
  
            THIS AMENDED AND RESTATED AGREEMENT OF LIMITED
  PARTNERSHIP, dated as of January 1, 1998, is entered into by and
  among Parkway Properties Inc., a Maryland corporation (the
  "Company"), Parkway Properties General Partners Inc. ("PPGP"),
  together with any other Persons who become Partners in the
  Partnership as provided herein.
  
            WHEREAS, the limited partnership was formed pursuant to
  the Revised Uniform Limited Partnership Act of the State of
  Delaware by filing a certificate of limited partnership on
  January 6, 1997;
  
            WHEREAS, the Agreement of Limited Partnership of
  Parkway Properties LP was executed on January 3, 1997 with PPGP
  as the original general partner and the Company as the original
  Limited Partner, and amended on November 1, 1997;
  
            WHEREAS, the Company proposes to restructure its
  operations by contributing substantially all of its assets and
  properties to the Partnership in exchange for additional Limited
  Partnership interests;
  
            NOW, THEREFORE, BE IT RESOLVED, that for good and
  adequate consideration, the receipt of which is hereby
  acknowledged, the parties hereto agree as follows:
  
                              ARTICLE 1
                            DEFINED TERMS
  
            Section 1.1    DEFINITIONS
  
            The following definitions shall be for all purposes,
  unless otherwise clearly indicated to the contrary, applied to
  the terms used in this Agreement:
  
            "ACT" means the Delaware Revised Uniform Limited
  Partnership Act, as it may be amended from time to time, and any
  successor to such statute.
  
            "ADDITIONAL FUNDS" shall have the meaning set forth in
  Section 0.
  
            "ADDITIONAL LIMITED PARTNER" means a Person admitted to
  the Partnership as a Limited Partner pursuant to Section 0 hereof
  and who is shown as such on the books and records of the
  Partnership.
  
            "ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect
  to any Partner, the deficit balance, if any, in such Partner's
  Capital Account as of the end of the relevant fiscal year, after
  giving effect to the following adjustments:
  
            (a)  decrease such deficit by any amounts which such
  Partner is obligated, or is treated as obligated, to restore
  pursuant to this Agreement or is deemed to be obligated to
  restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or
  the penultimate sentence of each of Regulations Sections
  1.704-2(i)(5) and 1.704-2(g)(1); and
  
            (b)  increase such deficit by the items described in
  Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).
  
            The foregoing definition of Adjusted Capital Account
  Deficit is intended to comply with the provisions of Regulations
  Section 1.704-1(b)(2)(ii)(d) and
  shall be interpreted consistently therewith.
  
            "ADJUSTMENT DATE" means, with respect to any Capital
  Contribution, the close of business on the Business Day last
  preceding the date of the Capital Contribution, PROVIDED THAT, if
  such Capital Contribution is being made by the Company in respect
  of the proceeds from the issuance of REIT Shares (or the issuance
  of the Company's securities exercisable for, convertible into or
  exchangeable for REIT Shares), then the Adjustment Date shall be
  as of the close of business on the Business Day last preceding
  the date of the issuance of such securities.
  
            "AFFILIATE" means, with respect to any Person, any
  Person directly or indirectly controlling, controlled by or under
  common control with such Person.
  
            "AGENT" shall have the meaning set forth in Section 0.
  
            "AGREED VALUE" means (i) in the case of any Contributed
  Property set forth in Exhibit 0 and as of the time of its
  contribution to the Partnership, the Agreed Value of such
  property as set forth in Exhibit 0; (ii) in the case of any
  Contributed Property not set forth in Exhibit 0 and as of the
  time of its contribution to the Partnership, the fair market
  value of such property or other consideration as determined by
  the General Partner, reduced by any liabilities either assumed by
  the Partnership upon such contribution or to which such property
  is subject when contributed; and (iii) in the case of any
  property distributed to a Partner by the Partnership, the fair
  market value of such property as determined by the General
  Partner at the time such property is distributed, reduced by any
  liabilities either assumed by such Partner upon such distribution
  or to which such property is subject at the time of the
  distribution as determined under Section 752 of the Code and the
  Regulations thereunder.
  
            "AGREEMENT" means this Amended and Restated Agreement
  of Limited Partnership, as it may be amended, supplemented or
  restated from time to time.
  
            "APPRAISAL" means, with respect to any assets, the
  opinion of an independent third party experienced in the
  valuation of similar assets, selected by the General Partner in
  good faith; such opinion may be in the form of an opinion by such
  independent third party that the value for such property or asset
  as set by the General Partner is fair, from a financial point of
  view, to the Partnership.
  
            "ASSIGNEE" means a Person to whom one or more
  Partnership Units have been transferred in a manner permitted
  under this Agreement, but who has not become a Substituted
  Limited Partner, and who has the rights set forth in Section 0.
  
            "AVAILABLE CASH" means, with respect to any period for
  which such calculation is being made,
  
            (a)  the sum of:
  
                 (i)  the Partnership's Net Income or Net Loss (as
  the case may be) for such period,
  
                 (ii) Depreciation and all other noncash charges
  deducted in determining Net Income or Net Loss for such period,
  
                 (iii)     the amount of any reduction in reserves
  of the Partnership referred to in clause (b)(vi) below
  (including, without limitation, reductions resulting because the
  General Partner determines such amounts are no longer necessary),
  
                 (iv) the excess of the net proceeds from the sale,
  exchange, disposition, or refinancing of Partnership property for
  such period over the gain (or loss, as the case may be)
  recognized from any such sale, exchange, disposition, or
  refinancing during such period (excluding Terminating Capital
  Transactions), and
  
                 (v)  all other cash received by the Partnership
  for such period that was not included in determining Net Income
  or Net Loss for such period;
  
            (b)  less the sum of:
  
                 (vi) all principal debt payments made during such
  period by the Partnership,
  
                 (vii)     capital expenditures made by the
  Partnership during such period,
  
                 (viii)    investments in any entity (including
  loans made thereto) to the extent that such investments are not
  otherwise described in clause (vi) or (vii),
  
                 (ix) all other expenditures and payments not
  deducted in determining Net Income or Net Loss for such period,
  
                 (x)  any amount included in determining Net Income
  or Net Loss for such period that was not received by the
  Partnership during such period,
  
                 (xi) the amount of any increase in reserves
  established during such period which the General Partner
  determines are necessary or appropriate in its sole and absolute
  discretion, and
  
                 (xii)     the amount of any working capital
  accounts and other cash or similar balances which the General
  Partner determines to be necessary or appropriate in its sole and
  absolute discretion.
  
            Notwithstanding the foregoing, Available Cash shall not
  include any cash received or reductions in reserves, or take into
  account any disbursements made or reserves, established, after
  commencement of the dissolution and liquidation of the
  Partnership.
  
            "BUSINESS DAY" means any day except a Saturday, Sunday
  or other day on which commercial banks in New York, New York are
  authorized or required by law to be closed.
  
            "CAPITAL ACCOUNT" means, with respect to any Partner,
  the Capital Account maintained for such Partner in accordance
  with the following provisions:
  
            (a)  To each Partner's Capital Account there shall be
  added such Partner's Capital Contributions, such Partner's share
  of Net Income and any items in the nature of income or gain which
  are specially allocated pursuant to Section 0 hereof, and the
  amount of any Partnership liabilities assumed by such Partner or
  which are secured by any property distributed to such Partner.
  
            (b)  From each Partner's Capital Account there shall be
  subtracted the amount of cash and the Gross Asset Value of any
  property distributed to such Partner pursuant to any provision of
  this Agreement, such Partner's distributive share of Net Losses
  and any items in the nature of expenses or losses which are
  specially allocated pursuant to Section 0 hereof, and the amount
  of any liabilities of such Partner assumed by the Partnership or
  which are secured by any property contributed by such Partner to
  the Partnership.
  
            (c)  In the event any interest in the Partnership is
  transferred in accordance with the terms of this Agreement (which
  does not result in a termination of the Partnership for federal
  income tax purposes), the transferee shall succeed to the Capital
  Account of the transferor to the extent it relates to the
  transferred interest.
  
            (d)  In determining the amount of any liability for
  purposes of subsections (a) and (b) hereof, there shall be taken
  into account Code section 752(c) and any other applicable
  provisions of the Code and Regulations.
  
            (e)  The foregoing provisions and the other provisions
  of this Agreement relating to the maintenance of Capital Accounts
  are intended to comply with Regulations Sections 1.704-1(b) and
  1.704-2, and shall be interpreted and applied in a manner
  consistent with such Regulations.  In the event the General
  Partner shall determine that it is prudent to modify the manner
  in which the Capital Accounts, or any debits or credits thereto
  (including, without limitation, debits or credits relating to
  liabilities which are secured by contributed or distributed
  property or which are assumed by the Partnership, the General
  Partner, or the Limited Partners) are computed in order to comply
  with such Regulations, the General Partner may make such
  modification, PROVIDED THAT it is not likely to have a material
  effect on the amounts distributable to any Person pursuant to
  Article 0 of the Agreement upon the dissolution of the
  Partnership.  The General Partner also shall (i) make any
  adjustments that are necessary or appropriate to maintain
  equality between the Capital Accounts of the Partners and the
  amount of Partnership capital reflected on the Partnership's
  balance sheet, as computed for book purposes, in accordance with
  Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any
  appropriate modifications in the event unanticipated events might
  otherwise cause this Agreement not to comply with Regulations
  Section 1.704-1(b) or Section 1.704-2.
  
            "CAPITAL CONTRIBUTION" means, with respect to any
  Partner, the amount of money and the initial Gross Asset Value of
  any property (other than money) contributed to the Partnership by
  such Partner.
  
            "CASH AMOUNT" means, with respect to any Partnership
  Units subject to a Redemption, an amount of cash equal to the
  Deemed Partnership Interest Value attributable to such
  Partnership Units.
  
            "CERTIFICATE" means the Certificate of Limited
  Partnership relating to the Partnership filed in the office of
  the Secretary of State of Delaware, as amended from time to time
  in accordance with the terms hereof and the Act.
  
            "CHARTER" means the Articles of Incorporation of the
  Company filed with the Maryland State Department of Assessments
  and Taxation on May 17, 1996, as amended or restated from time to
  time.
  
            "CODE" means the Internal Revenue Code of 1986, as
  amended from time to time or any successor statute thereto, as
  interpreted by the applicable regulations thereunder.  Any
  reference herein to a specific section or sections of the Code
  shall be deemed to include a reference to any corresponding
  provision of future law.
  
            "CONSENT" means the consent to, approval of, or vote on
  a proposed action by a Partner given in accordance with Article 0
  hereof.
  
            "CONSENT OF THE LIMITED PARTNERS" means the Consent of
  a Majority In Interest of the Limited Partners, which Consent
  shall be obtained prior to the taking of any action for which it
  is required by this Agreement and may be given or withheld by a
  Majority in Interest of the Limited Partners, unless otherwise
  expressly provided herein, in their sole and absolute discretion.
  
            "CONSENT OF THE PARTNERS" means the Consent of Partners
  holding Percentage Interests that, in the aggregate are equal to
  or greater than 66 2/3% of the aggregate Percentage Interests of
  all Partners, which Consent shall be obtained prior to the taking
  of any action for which it is required by this Agreement and may
  be given or withheld by such Partners, in their sole and absolute
  discretion.
  
            "CONSENT OF THE SUPER MAJORITY LIMITED PARTNERS" means
  the consent of Limited Partners (other than the General Partner
  and any Limited Partner 50% or more of whose equity is owned,
  directly or indirectly, by the General Partner) holding
  Percentage Interests that, in the aggregate are equal to or
  greater than 66 2/3% of the aggregate Percentage Interests of all
  Limited Partners (other than the General Partner and any Limited
  Partner 50% or more of whose equity is owned, directly or
  indirectly, by the General Partner), which Consent shall be
  obtained prior to the taking of any action for which it is
  required by this Agreement and may be given or withheld by such
  Limited Partners, in their sole and absolute discretion.
  
            "CONSTRUCTIVELY OWN" means ownership under the
  constructive ownership rules of Section 856(d)(5) of the Code.
  
            "CONTRIBUTED PROPERTY" means each property or other
  asset, in such form as may be permitted by the Act, but excluding
  cash, contributed or deemed contributed to the Partnership (or,
  to the extent provided in applicable regulations, deemed
  contributed to the Partnership on termination and reconstitution
  thereof pursuant to Section 708 of the Code).
  
            "DEBT" means, as to any Person, as of any date of
  determination, (i) all indebtedness of such Person for borrowed
  money or for the deferred purchase price of property or services;
  (ii) all amounts owed by such Person to banks or other Persons in
  respect to reimbursement obligations under letters of credit,
  surety bonds and other similar instruments guaranteeing payment
  or other performance of obligations by such Person; (iii) all
  indebtedness for borrowed money or for the deferred purchase
  price of property or services secured by any lien on any property
  owned by such Person, to the extent attributable to such Person's
  interest in such property, even though such Person has not
  assumed or become liable for the payment thereof; and (iv) lease
  obligations of such Person which, in accordance with generally
  accepted accounting principles, should be capitalized.
  
            "DEEMED PARTNERSHIP INTEREST VALUE" means, as of any
  date with respect to any class of Partnership Interests, the
  Deemed Value of the Partnership Interests of such class
  multiplied by the applicable Partner's Percentage Interest of
  such class.
  
            "DEEMED VALUE OF THE PARTNERSHIP INTERESTS" means, as
  of any date with respect to any class of Partnership Interests,
  (i) the total number of shares of capital stock of the Company
  corresponding to the Percentage Interest of the Company in such
  class of Partnership Interests issued and outstanding as of the
  close of business on such date (excluding any treasury shares)
  multiplied by the Fair Market Value of a share of such capital
  stock on such date; (ii) DIVIDED BY the Percentage Interest of
  the General Partner in such class of Partnership Interests on
  such date.
  
            "DEPRECIATION" means, for each fiscal year or other
  period, an amount equal to the depreciation, amortization or
  other cost recovery deduction allowable with respect to an asset
  for such year or other period, except that if the Gross Asset
  Value of an asset differs from its adjusted basis for federal
  income tax purposes at the beginning of such year or other
  period, Depreciation shall be an amount which bears the same
  ratio to such beginning Gross Asset Value as the federal income
  tax depreciation, amortization or other cost recovery deduction
  for such year or other period bears to such beginning adjusted
  tax basis; PROVIDED, HOWEVER, that if the federal income tax
  depreciation, amortization or other cost recovery deduction for
  such year is zero, Depreciation shall be determined with
  reference to such beginning Gross Asset Value using any
  reasonable method selected by the General Partner.
  
            "EFFECTIVE DATE" means the date upon which
  contributions set forth on Exhibit 0 shall become completed.
  
            "ERISA" means the Employee Retirement Income Security
  Act of 1974, as amended, or any successor statute.
  
            "FAIR MARKET VALUE" means, with respect to any share of
  capital stock of the Company, the average of the daily market
  price for the ten (10) consecutive trading days immediately
  preceding the date with respect to which "Fair Market Value" must
  be determined hereunder or, if such date is not a Business Day,
  the immediately preceding Business Day.  The market price for
  each such trading day shall be: (i) if such shares are listed or
  admitted to trading on any securities exchange or the Nasdaq
  National Market, the closing price, regular way, on such day, or
  if no such sale takes place on such day, the average of the
  closing bid and asked prices on such day, (ii) if such shares are
  not listed or admitted to trading on any securities exchange or
  the Nasdaq National Market, the last reported sale price on such
  day or, if no sale takes place on such day, the average of the
  closing bid and asked prices on such day, as reported by a
  reliable quotation source designated by the Company, or (iii) if
  such shares are not listed or admitted to trading on any
  securities exchange or the Nasdaq National Market and no such
  last reported sale price or closing bid and asked prices are
  available, the average of the reported high bid and low asked
  prices on such day, as reported by a reliable quotation source
  designated by the Company, or if there shall be no bid and asked
  prices on such day, the average of the high bid and low asked
  prices, as so reported, on the most recent day (not more than 10
  days prior to the date in question) for which prices have been so
  reported; PROVIDED THAT, if there are no bid and asked prices
  reported during the 10 days prior to the date in question, the
  Fair Market Value of such shares shall be determined by the
  General Partner acting in good faith on the basis of such
  quotations and other information as it considers, in its
  reasonable judgment, appropriate.  In the event the REIT Shares
  Amount for such shares includes rights that a holder of such
  shares would be entitled to receive, then the Fair Market Value
  of such rights shall be determined by the General Partner acting
  in good faith on the basis of such quotations and other
  information as it considers, in its reasonable judgment,
  appropriate; and PROVIDED FURTHER THAT, in connection with
  determining the Deemed Value of the Partnership Interests for
  purposes of determining the number of additional Partnership
  Units issuable upon a Capital Contribution funded by an
  underwritten public offering of shares of capital stock of the
  Company, the Fair Market Value of such shares shall be the public
  offering price per share of such class of capital stock sold.
  
            "FUNDING DEBT" means the incurrence of any Debt by or
  on behalf of the General Partner for the purpose of providing
  funds to the Partnership.
  
            "GENERAL PARTNER" means Parkway Properties General
  Partners, Inc. or its successors as general partner of the
  Partnership.
  
            "GENERAL PARTNER INTEREST" means a Partnership Interest
  held by the General Partner.  A General Partner Interest may be
  expressed as a number of Partnership Units.
  
            "GENERAL PARTNER LOAN" shall have the meaning set forth
  in Section 0.
  
            "GENERAL PARTNER PAYMENT" shall have the meaning set
  forth in Section 0.
  
            "GROSS ASSET VALUE" means, with respect to any asset,
  the asset's adjusted basis for federal income tax purposes,
  except as follows:
  
            (a)  The initial Gross Asset Value of any asset
  contributed by a Partner to the Partnership shall be the gross
  fair market value of such asset, as determined by the
  contributing Partner and the General Partner (as set forth on
  Exhibit 0 attached hereto, as such Exhibit may be amended from
  time to time); PROVIDED THAT, if the contributing Partner is the
  General Partner then, except with respect to the General
  Partner's initial Capital Contribution which shall be determined
  as set forth on Exhibit 0, or capital contributions of cash, REIT
  Shares or other shares of capital stock of the General Partner,
  the determination of the fair market value of the contributed
  asset shall be determined by the price paid by the General
  Partner if the asset is acquired by the General Partner
  contemporaneously with its contribution to the Partnership.
  
            (b)  As of the times listed below, the Gross Asset
  Values of all Partnership assets shall be adjusted to equal their
  respective gross fair market values, as determined by the General
  Partner using such reasonable method of valuation as it may
  adopt, PROVIDED, HOWEVER, that for such purpose, the net value of
  all of the Partnership assets, in the aggregate, shall be equal
  to the Deemed Value of the Partnership Interests of all classes
  of Partnership Interests then outstanding, regardless of the
  method of valuation adopted by the General Partner:
  
                 (i)  the acquisition of an additional interest in
  the Partnership by a new or existing Partner in exchange for more
  than a de minimis Capital Contribution, if the General Partner
  reasonably determines that such adjustment is necessary or
  appropriate to reflect the relative economic interests of the
  Partners in the Partnership;
  
                 (ii) the distribution by the Partnership to a
  Partner of more than a de minimis amount of Partnership property
  as consideration for an interest in the Partnership if the
  General Partner reasonably determines that such adjustment is
  necessary or appropriate to reflect the relative economic
  interests of the Partners in the Partnership;
  
                 (iii)     the liquidation of the Partnership
  within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);
  and
  
                 (iv) at such other times as the General Partner
  shall reasonably determine necessary or advisable in order to
  comply with Regulations Sections 1.704-1(b) and 1.704-2.
  
            (c)  The Gross Asset Value of any Partnership asset
  distributed to a Partner shall be the gross fair market value of
  such asset (taking Section 7701(g) of the Code into account),
  without reduction for liabilities, on the date of distribution as
  determined by the distributee and the General Partner, or if the
  distributee and the General Partner cannot agree on such a
  determination, by Appraisal.
  
            (d)  The Gross Asset Values of Partnership assets shall
  be increased (or decreased) to reflect any adjustments to the
  adjusted basis of such assets pursuant to Code Section 734(b) or
  Code Section 743(b), but only to the extent that such adjustments
  are taken into account in determining Capital Accounts pursuant
  to Regulations Section 1.704-1(b)(2)(iv)(m); PROVIDED, HOWEVER,
  that Gross Asset Values shall not be adjusted pursuant to this
  subparagraph (d) to the extent that the General Partner
  reasonably determines that an adjustment pursuant to subparagraph
  (b) is necessary or appropriate in connection with a transaction
  that would otherwise result in an adjustment pursuant to this
  subparagraph (d).
  
            (e)  If the Gross Asset Value of a Partnership asset
  has been determined or adjusted pursuant to subparagraph (a), (b)
  or (d), such Gross Asset Value shall thereafter be adjusted by
  the Depreciation taken into account with respect to such asset
  for purposes of computing Net Income and Net Losses.
  
            "HOLDER" means either the Partner or Assignee owning a
  Partnership Unit.
  
            "IMMEDIATE FAMILY" means, with respect to any natural
  Person, such natural Person's estate or heirs or current spouse,
  parents, parents-in-law, children, siblings and grandchildren and
  any trust or estate, all of the beneficiaries of which consist of
  such Person or such Person's current spouse, parents,
  parents-in-law, children, siblings or grandchildren.
  
            "INCAPACITY" or "INCAPACITATED" means, (i) as to any
  individual Partner, death, total physical disability or entry by
  a court of competent jurisdiction adjudicating him or her
  incompetent to manage his or her Person or his or her estate;
  (ii) as to any corporation which is a Partner, the filing of a
  certificate of dissolution, or its equivalent, for the
  corporation or the revocation of its charter; (iii) as to any
  partnership which is a Partner, the dissolution and commencement
  of winding up of the partnership; (iv) as to any estate which is
  a Partner, the distribution by the fiduciary of the estate's
  entire interest in the Partnership; (v) as to any trustee of a
  trust which is a Partner, the termination of the trust (but not
  the substitution of a new trustee); or (vi) as to any Partner,
  the bankruptcy of such Partner.  For purposes of this definition,
  bankruptcy of a Partner shall be deemed to have occurred when (a)
  the Partner commences a voluntary proceeding seeking liquidation,
  reorganization or other relief under any bankruptcy, insolvency
  or other similar law now or hereafter in effect, (b) the Partner
  is adjudged as bankrupt or insolvent, or a final and
  nonappealable order for relief under any bankruptcy, insolvency
  or similar law now or hereafter in effect has been entered
  against the Partner, (c) the Partner executes and delivers a
  general assignment for the benefit of the Partner's creditors,
  (d) the Partner files an answer or other pleading admitting or
  failing to contest the material allegations of a petition filed
  against the Partner in any proceeding of the nature described in
  clause (b) above, (e) the Partner seeks, consents to or
  acquiesces in the appointment of a trustee, receiver or
  liquidator for the Partner or for all or any substantial part of
  the Partner's properties, (f) any proceeding seeking liquidation,
  reorganization or other relief under any bankruptcy, insolvency
  or other similar law now or hereafter in effect has not been
  dismissed within 120 days after the commencement thereof, (g) the
  appointment without the Partner's consent or acquiescence of a
  trustee, receiver or liquidator has not been vacated or stayed
  within 90 days of such appointment, or (h) an appointment
  referred to in clause (g) is not vacated within 90 days after the
  expiration of any such stay.
  
            "INDEMNITEE" means (i) any Person subject to a claim or
  demand or made or threatened to be made a party to, or involved
  or threatened to be involved in, a proceeding by reason of his or
  her status as (A) the General Partner or (B) a director or
  officer of the Partnership or the General Partner, and (ii) such
  other Persons (including Affiliates of the General Partner or the
  Partnership) as the General Partner may designate from time to
  time, in its sole and absolute discretion.
  
            "INDEPENDENT TRUST MANAGER" means a member of the
  General Partner's or the Company's Board of Directors who is not
  an officer of the General Partner or the Company.
  
            "IRS" means the Internal Revenue Service, which
  administers the internal revenue laws of the United States.
  
            "LIMITED PARTNER" means any Person named as a Limited
  Partner in Exhibit 0 attached hereto, as such Exhibit may be
  amended from time to time, or any Substituted Limited Partner or
  Additional Limited Partner, in such Person's capacity as a
  Limited Partner in the Partnership.
  
            "LIMITED PARTNERSHIP INTEREST" means a Partnership
  Interest of a Limited Partner representing a fractional part of
  the Partnership Interests of all Limited Partners and includes
  any and all benefits to which the holder of such a Partnership
  Interest may be entitled as provided in this Agreement, together
  with all obligations of such Person to comply with the terms and
  provisions of this Agreement.  A Limited Partnership Interest may
  be expressed as a number of Partnership Units.
  
            "LIQUIDATING EVENTS" shall have the meaning set forth
  in Section 0.
  
            "LIQUIDATOR" shall have the meaning set forth in
  Section 0.
  
            "MAJORITY IN INTEREST OF THE LIMITED PARTNERS" means
  Limited Partners (other than the General Partner and any Limited
  Partner 50% or more of whose equity is owned, directly or
  indirectly, by the General Partner) holding Percentage Interests
  that in the aggregate are greater than fifty percent (50%) of the
  aggregate Percentage Interests of all Limited Partners (other
  than the General Partner and any Limited Partner 50% or more of
  whose equity is owned, directly or indirectly, by the General
  Partner).
  
            "MAJORITY OF REMAINING PARTNERS" means Partners other
  than the General Partner owning (i) greater than fifty percent
  (50%) of the profits interests in the Partnership held by all
  Partners other than the General Partner, determined and allocated
  based on any reasonable estimate of profits from the relevant
  date to the projected termination of the Partnership and taking
  into account present and future allocations of profits under this
  Agreement as it is in effect on the relevant date, and (ii)
  greater than fifty percent (50%) of the capital interests in the
  Partnership, determined as of the relevant date under this
  Agreement, owned by all the Partners other than the General
  Partner.
  
            "NET INCOME" or "NET LOSS" means, for each fiscal year
  of the Partnership, an amount equal to the Partnership's taxable
  income or loss for such fiscal year, determined in accordance
  with Code Section 703(a) (for this purpose, all items of income,
  gain, loss, or deduction required to be stated separately
  pursuant to Code Section 703(a)(1) shall be included in taxable
  income or loss), with the following adjustments:
  
            (a)  Any income of the Partnership that is exempt from
  federal income tax and not otherwise taken into account in
  computing Net Income or Net Loss pursuant to this definition of
  Net Income or Net Loss shall be added to such taxable income or
  loss;
  
            (b)  Any expenditures of the Partnership described in
  Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
  expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)
  and not otherwise taken into account in computing Net Income or
  Net Loss pursuant to this definition of Net Income or Net Loss
  shall be subtracted from such taxable income or loss;
  
            (c)  In the event the Gross Asset Value of any
  Partnership asset is adjusted pursuant to subparagraph (b) or
  subparagraph (c) of the definition of Gross Asset Value, the
  amount of such adjustment shall be taken into account as gain or
  loss from the disposition of such asset for purposes of computing
  Net Income or Net Loss;
  
            (d)  Gain or loss resulting from any disposition of
  property with respect to which gain or loss is recognized for
  federal income tax purposes shall be computed by reference to the
  Gross Asset Value of the property disposed of, notwithstanding
  that the adjusted tax basis of such property differs from its
  Gross Asset Value;
  
            (e)  In lieu of the depreciation, amortization, and
  other cost recovery deductions taken into account in computing
  such taxable income or loss, there shall be taken into account
  Depreciation for such fiscal year;
  
            (f)  To the extent an adjustment to the adjusted tax
  basis of any Partnership asset pursuant to Code Section 734(b) or
  Code Section 743(b) is required pursuant to Regulations Section
  1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining
  Capital Accounts as a result of a distribution other than in
  liquidation of a Partner's interest in the Partnership, the
  amount of such adjustment shall be treated as an item of gain (if
  the adjustment increases the basis of the asset) or loss (if the
  adjustment decreases the basis of the asset) from the disposition
  of the asset and shall be taken into account for purposes of
  computing Net Income or Net Loss; and
  
            (g)  Notwithstanding any other provision of this
  definition of Net Income or Net Loss, any items which are
  specially allocated pursuant to Section 0 hereof shall not be
  taken into account in computing Net Income or Net Loss.  The
  amounts of the items of Partnership income, gain, loss, or
  deduction available to be specially allocated pursuant to Section
  0 hereof shall be determined by applying rules analogous to those
  set forth in this definition of Net Income or Net Loss.
  
            "NEW SECURITIES" means (i) any rights, options,
  warrants or convertible or exchangeable securities having the
  right to subscribe for or purchase REIT Shares or other shares of
  capital stock of the Company, excluding grants under any Stock
  Plan, or (ii) any Debt issued by the Company that provides any of
  the rights described in clause (i).
  
            "NONRECOURSE DEDUCTIONS" shall have the meaning set
  forth in Regulations Section 1.704-2(b)(1), and the amount of
  Nonrecourse Deductions for a Partnership Year shall be determined
  in accordance with the rules of Regulations Section 1.704-2(c).
  
            "NONRECOURSE LIABILITY" shall have the meaning set
  forth in Regulations Section 1.752-1(a)(2).
  
            "NOTICE OF REDEMPTION" means the Notice of Redemption
  substantially in the form of Exhibit 0 to this Agreement.
  
            "PARTNER" means a General Partner or a Limited Partner,
  and "PARTNERS" means the General Partner and the Limited
  Partners.
  
            "PARTNER MINIMUM GAIN" means an amount, with respect to
  each Partner Nonrecourse Debt, equal to the Partnership Minimum
  Gain that would result if such Partner Nonrecourse Debt were
  treated as a Nonrecourse Liability, determined in accordance with
  Regulations Section 1.704-2(i)(3).
  
            "PARTNER NONRECOURSE DEBT" shall have the meaning set
  forth in Regulations Section 1.704-2(b)(4).
  
            "PARTNER NONRECOURSE DEDUCTIONS" shall have the meaning
  set forth in Regulations Section 1.704-2(i)(2), and the amount of
  Partner Nonrecourse Deductions with respect to a Partner
  Nonrecourse Debt for a Partnership Year shall be determined in
  accordance with the rules of Regulations Section 1.704-2(i)(2).
  
            "PARTNERSHIP" means the limited partnership formed
  under the Act and pursuant to this Agreement, and any successor
  thereto.
  
            "PARTNERSHIP INTEREST" means an ownership interest in
  the Partnership of either a Limited Partner or the General
  Partner and includes any and all benefits to which the holder of
  such a Partnership Interest may be entitled as provided in this
  Agreement, together with all obligations of such Person to comply
  with the terms and provisions of this Agreement.  There may be
  one or more classes of Partnership Interests as provided in
  Section 0.  A Partnership Interest may be expressed as a number
  of Partnership Units.  Unless otherwise expressly provided for by
  the General Partner at the time of the original issuance of any
  Partnership Interests, all Partnership Interests (whether of a
  Limited Partner or a General Partner) shall be of the same class.
  
            "PARTNERSHIP MINIMUM GAIN" shall have the meaning set
  forth in Regulations Section 1.704-2(b)(2), and the amount of
  Partnership Minimum Gain, as well as any net increase or decrease
  in Partnership Minimum Gain, for a Partnership Year shall be
  determined in accordance with the rules of Regulations Section
  1.704-2(d).
  
            "PARTNERSHIP RECORD DATE" means the record date
  established by the General Partner for the distribution of
  Available Cash pursuant to Section 0 hereof which record date
  shall be the same as the record date established by the General
  Partner for a distribution to its stockholders of some or all of
  its portion of such distribution.
  
            "PARTNERSHIP UNIT" means, with respect to any class of
  Partnership Interest, a fractional, undivided share of such class
  of Partnership Interest issued pursuant to Sections 0 and 0.  The
  ownership of Partnership Units may be evidenced by a certificate
  for units substantially as the General Partner may determine with
  respect to any class of Partnership Units issued from time to
  time under Sections 0 and 0.
  
            "PARTNERSHIP YEAR" means the fiscal year of the
  Partnership, which shall be the calendar year.
  
            "PERCENTAGE INTEREST" means, as to a Partner holding a
  class of Partnership Interests, its interest in the Partnership
  as determined by dividing the Partnership Units of such class
  owned by such Partner by the total number of Partnership Units of
  such class then outstanding as specified in Exhibit 0 attached
  hereto, as such Exhibit may be amended from time to time.  If the
  Partnership issues more than one class of Partnership Interest,
  the interest in the Partnership among the classes of Partnership
  Interests shall be determined as set forth in the amendment to
  the Partnership Agreement setting forth the rights and privileges
  of such additional classes of Partnership Interest, if any, as
  contemplated by Section 0 hereof.
  
            "PERSON" means an individual or a corporation,
  partnership, limited liability company, trust, unincorporated
  organization, association or other entity.
  
            "PLEDGE" shall have the meaning set forth in Section 0.
  
            "PROPERTIES" means such interests in real property and
  personal property including, without limitation, fee interests,
  interests in ground leases, interests in joint ventures,
  interests in mortgages, and Debt instruments, as the Partnership
  may hold from time to time.
  
            "QUALIFIED REIT SUBSIDIARY" means any Subsidiary of the
  Company that is a "qualified REIT subsidiary" within the meaning
  of Section 856(i) of the Code.
  
            "QUALIFIED TRANSFEREE" means an "Accredited Investor"
  as defined in Rule 501 promulgated under the Securities Act.
  
            "REDEMPTION" shall have the meaning set forth in
  Section 0.
  
            "REGULATIONS" means the Income Tax Regulations
  promulgated under the Code, as such regulations may be amended
  from time to time (including corresponding provisions of
  succeeding regulations).
  
            "REGULATORY ALLOCATIONS" shall have the meaning set
  forth in Section 0 of this Agreement.
  
            "REIT" means a real estate investment trust under
  Section 856 of the Code.
  
            "REIT REQUIREMENTS" shall have the meaning set forth in
  Section 0.
  
            "REIT SHARE" means a share of common stock of the
  Company.
  
            "REIT SHARES AMOUNT" means, as of any date, (i) with
  respect to Tendered Units, an aggregate number of REIT Shares
  equal to the number of such Tendered Units, as adjusted pursuant
  to Section 0 (in the event the Company acquires material assets,
  other than on behalf of the Partnership) and for stock dividends
  and distributions, stock splits and subdivisions, reverse stock
  splits and combinations, distributions of rights, warrants or
  options, and distributions of evidences of indebtedness or assets
  received by the Company pursuant to a distribution by the
  Partnership other than a pro rata distribution to all Partners
  based on their respective Percentage Interests, and (ii) with
  respect to Partnership Units in any other context, the amount of
  REIT Shares determined in accordance with clause (i) assuming for
  such purpose that all such Partnership Units are Tendered Units.
  
            "SECURITIES ACT" means the Securities Act of 1933, as
  amended, and the rules and regulations of the Securities and
  Exchange Commission promulgated thereunder.
  
            "SECURITIES EXCHANGE ACT" means the Securities Act of
  1934, as amended, and the rules and regulations of the Securities
  and Exchange Commission promulgated thereunder.
  
            "SPECIFIED REDEMPTION DATE" means the day of receipt by
  the General Partner of a Notice of Redemption.
  
            "STOCK PLAN" means any stock incentive, stock option,
  stock ownership or employee benefits plan of the Company.
  
            "SUBSIDIARY" means, with respect to any Person, any
  corporation or other entity of which a majority of (i) the voting
  power of the voting equity securities or (ii) the outstanding
  equity interests is owned, directly or indirectly, by such
  Person.
  
            "SUBSIDIARY PARTNERSHIP" means any partnership that is
  a Subsidiary of the Partnership.
  
            "SUBSTITUTE GENERAL PARTNER" means a Person who is
  admitted as a successor General Partner to the Partnership
  pursuant to Section 0.
  
            "SUBSTITUTED LIMITED PARTNER" means a Person who is
  admitted as a Limited Partner to the Partnership pursuant to
  Section 0.
  
            "TAX ITEMS" shall have the meaning set forth in Section
  0.
  
            "TENANT" means any tenant from which the Company
  derives rent either directly or indirectly through partnerships,
  including the Partnership.
  
            "TENDERED UNITS" shall have the meaning set forth in
  Section 0.
  
            "TENDERING PARTNER" shall have the meaning set forth in
  Section 0.
  
            "TERMINATING CAPITAL TRANSACTION" means any sale or
  other disposition of all or substantially all of the assets of
  the Partnership or a related series of transactions that, taken
  together, result in the sale or other disposition of all or
  substantially all of the assets of the Partnership.
  
                              ARTICLE 2
                       ORGANIZATIONAL MATTERS
  
                      Section 2.1    ORGANIZATION
  
            The Partnership is a limited partnership formed
  pursuant to the provisions of the Act and upon the terms and
  conditions set forth in this Agreement.  Except as expressly
  provided herein, the rights and obligations of the Partners and
  the administration and termination of the Partnership shall be
  governed by the Act.  The Partnership Interest of each Partner
  shall be personal property for all purposes.
  
                      Section 2.2    NAME
  
            The name of the Partnership is Parkway Properties LP.
  The Partnership's business may be conducted under any other name
  or names deemed advisable by the General Partner, including the
  name of the General Partner or any Affiliate thereof.  The words
  "Limited Partnership," "L.P.," "Ltd." or similar words or letters
  shall be included in the Partnership's name where necessary for
  the purposes of complying with the laws of any jurisdiction that
  so requires.  The General Partner in its sole and absolute
  discretion may change the name of the Partnership at any time and
  from time to time and shall notify the Limited Partners of such
  change in the next regular communication to the Limited Partners.
  
                      Section 2.3    RESIDENT AGENT; PRINCIPAL
                      OFFICE
  
            The name and address of the resident agent of the
  Partnership in the State of Delaware shall be United Corporate
  Services, Inc., 15 Corporation Trust Center, 1209 Charge Street,
  Wilmington, New Castle County, Delaware 19801 or such other
  person as the General Partner may select in its sole discretion.
  The registered office of the Partnership in the State of Delaware
  shall be United Corporate Services, Inc. at such address or such
  other location as the General Partner may select in its sole
  discretion.  The Partnership may maintain offices at such other
  place or places within or outside the State of Delaware as the
  General Partner deems advisable.
  
                      Section 2.4    POWER OF ATTORNEY
  
            (a)  Each Limited Partner and each Assignee constitutes
  and appoints the General Partner, any Liquidator, and authorized
  officers and attorneys-in-fact of each, and each of those acting
  singly, in each case with full power of substitution, as its true
  and lawful agent and attorney-in-fact, with full power and
  authority in its name, place and stead to:
  
                 (i)  execute, swear to, acknowledge, deliver, file
  and record in the appropriate public offices (a) all
  certificates, documents and other instruments (including, without
  limitation, this Agreement and the Certificate and all amendments
  or restatements thereof) that the General Partner or the
  Liquidator deems appropriate or necessary to form, qualify or
  continue the existence or qualification of the Partnership as a
  limited partnership (or a partnership in which the Limited
  Partners have limited liability) in the State of Delaware and in
  all other jurisdictions in which the Partnership may conduct
  business or own property; (b) all instruments that the General
  Partner or any Liquidator deems appropriate or necessary to
  reflect any amendment, change, modification or restatement of
  this Agreement in accordance with its terms; (c) all conveyances
  and other instruments or documents that the General Partner or
  any Liquidator deems appropriate or necessary to reflect the
  dissolution and liquidation of the Partnership pursuant to the
  terms of this Agreement, including, without limitation, a
  certificate of cancellation; (d) all instruments relating to the
  admission, withdrawal, removal or substitution of any Partner
  pursuant to, or other events described in, Article 0, 0 or 0
  hereof or the Capital Contribution of any Partner; and (e) all
  certificates, documents and other instruments relating to the
  determination of the rights, preferences and privileges of
  Partnership Interests; and
  
                 (ii) execute, swear to, acknowledge and file all
  ballots, consents, approvals, waivers, certificates and other
  instruments appropriate or necessary, in the sole and absolute
  discretion of the General Partner or any Liquidator, to make,
  evidence, give, confirm or ratify any vote, consent, approval,
  agreement or other action which is made or given by the Partners
  hereunder or is consistent with the terms of this Agreement or
  appropriate or necessary, in the sole discretion of the General
  Partner or any Liquidator, to effectuate the terms or intent of
  this Agreement.
  
            Nothing contained herein shall be construed as
  authorizing the General Partner or any Liquidator to amend this
  Agreement except in accordance with Article 0 hereof or as may be
  otherwise expressly provided for in this Agreement.
  
            (b)  The foregoing power of attorney is hereby declared
  to be irrevocable and a power coupled with an interest, in
  recognition of the fact that each of the Partners will be relying
  upon the power of the General Partner and any Liquidator to act
  as contemplated by this Agreement in any filing or other action
  by it on behalf of the Partnership, and it shall survive and not
  be affected by the subsequent Incapacity of any Limited Partner
  or Assignee and the transfer of all or any portion of such
  Limited Partner's or Assignee's Partnership Units and shall
  extend to such Limited Partner's or Assignee's heirs, successors,
  assigns and personal representatives.  Each such Limited Partner
  or Assignee hereby agrees to be bound by any representation made
  by the General Partner or any Liquidator, acting in good faith
  pursuant to such power of attorney; and each such Limited Partner
  or Assignee hereby waives any and all defenses which may be
  available to contest, negate or disaffirm the action of the
  General Partner or any Liquidator, taken in good faith under such
  power of attorney and in accordance with the provisions of this
  Agreement.  Each Limited Partner or Assignee shall execute and
  deliver to the General Partner or any Liquidator, within 15 days
  after receipt of the General Partner's or Liquidator's request
  therefor, such further designation, powers of attorney and other
  instruments as the General Partner or the Liquidator, as the case
  may be, deems necessary to effectuate this Agreement and the
  purposes of the Partnership.
  
                      Section 2.5    TERM
  
            The term of the Partnership commenced on January 6,
  1997 and shall continue until December 31, 2057 unless it is
  dissolved sooner pursuant to the provisions of Article 0 or as
  otherwise provided by law.
  
                              ARTICLE 3
                               PURPOSE
  
                      Section 3.1    PURPOSE AND BUSINESS
  
            The purpose and nature of the business to be conducted
  by the Partnership is (i) to conduct any business that may be
  lawfully conducted by a limited partnership organized pursuant to
  the Act, PROVIDED, HOWEVER, that such business shall be limited
  to and conducted in such a manner as to permit the Company at all
  times to be classified as a REIT for federal income tax purposes,
  unless the Company ceases to qualify as a REIT for reasons other
  than the conduct of the business of the Partnership, (ii) to
  enter into any partnership, joint venture or other similar
  arrangement to engage in any business described in the foregoing
  clause (i) or to own interests in any entity engaged, directly or
  indirectly, in any such business and (iii) to do anything
  necessary or incidental to the foregoing.  In connection with the
  foregoing, and without limiting the Company's right in its sole
  discretion to cease qualifying as a REIT, the Partners
  acknowledge that the Company's current status as a REIT inures to
  the benefit of all the Partners and not solely the Company.
  
                      Section 3.2    POWERS
  
            The Partnership is empowered to do any and all acts and
  things necessary, appropriate, proper, advisable, incidental to
  or convenient for the furtherance and accomplishment of the
  purposes and business described herein and for the protection and
  benefit of the Partnership, including, without limitation, full
  power and authority, directly or through its ownership interest
  in other entities, to enter into, perform and carry out contracts
  of any kind, borrow money and issue evidences of indebtedness,
  whether or not secured by mortgage, deed of trust, pledge or
  other lien, acquire and develop real property, and manage, lease,
  sell, transfer and dispose of real property; PROVIDED, HOWEVER,
  that the Partnership shall not take, or refrain from taking, any
  action which, in the judgment of the General Partner, in its sole
  and absolute discretion, (i) could adversely affect the ability
  of the Company to continue to qualify as a REIT, (ii) could
  subject the Company to any taxes under Section 857 or Section
  4981 of the Code, or (iii) could violate any law or regulation of
  any governmental body or agency having jurisdiction over the
  Company or its securities, unless any such action (or inaction)
  under (i), (ii) or (iii) shall have been specifically consented
  to by the Company in writing.
  
                      Section 3.3    PARTNERSHIP ONLY FOR PURPOSES
                      SPECIFIED
  
            The Partnership shall be a partnership only for the
  purposes specified in Section 0 hereof, and this Agreement shall
  not be deemed to create a partnership among the Partners with
  respect to any activities whatsoever other than the activities
  within the purposes of the Partnership as specified in Section 0
  hereof.  Except as otherwise provided in this Agreement, no
  Partner shall have any authority to act for, bind, commit or
  assume any obligation or responsibility on behalf of the
  Partnership, its properties or any other Partner.  No Partner, in
  its capacity as a Partner under this Agreement, shall be
  responsible or liable for any indebtedness or obligation of
  another Partner, nor shall the Partnership be responsible or
  liable for any indebtedness or obligation of any Partner,
  incurred either before or after the execution and delivery of
  this Agreement by such Partner, except as to those
  responsibilities, liabilities, indebtedness or obligations
  incurred pursuant to and as limited by the terms of this
  Agreement and the Act.
  
                      Section 3.4    REPRESENTATIONS AND WARRANTIES
                      BY THE PARTIES
  
            (a)  Each Partner that is an individual represents and
  warrants to each other Partner that (i) such Partner has, in the
  case of any Person other than an individual, the power and
  authority, and in the case of an individual, the legal capacity
  to enter into this Agreement and perform such Partner's
  obligations hereunder, (ii) the consummation of the transactions
  contemplated by this Agreement to be performed by such Partner
  will not result in a breach or violation of, or a default under,
  any agreement by which such Partner or any of such Partner's
  property is or are bound, or any statute, regulation, order or
  other law to which such Partner is subject, (iii) such Partner is
  neither a "foreign person" within the meaning of Section 1445(f)
  of the Code nor a "foreign partner" within the meaning of Section
  1446(e) of the Code, and (iv) this Agreement has been duly
  executed and delivered by such Partner and is binding upon, and
  enforceable against, such Partner in accordance with its terms.
  
            (b)  Each Partner that is not an individual represents
  and warrants to each other Partner that (i) it has the requisite
  corporate or other power and authority to enter into this
  Agreement, (ii) its execution and delivery of this Agreement, and
  performance of all transactions contemplated by this Agreement to
  be performed by it, have been duly authorized by all necessary
  action, including, without limitation, that of its general
  partner(s), committee(s), trustee(s), beneficiaries, directors
  and/or stockholder(s), as the case may be, as required, (iii) the
  consummation of such transactions shall not result in a breach or
  violation of, or a default under, its certificate of limited
  partnership, partnership agreement, trust agreement, limited
  liability company operating agreement, charter, by-laws or other
  organizational documents, as the case may be, any agreement by
  which such Partner or any of such Partner's properties or any of
  its partners, beneficiaries, trustees or stockholders, as the
  case may be, is or are bound, or any statute, regulation, order
  or other law to which such Partner or any of its partners,
  trustees, beneficiaries or stockholders, as the case may be, is
  or are subject, (iv) such Partner is neither a "foreign person"
  within the meaning of Section 1445(f) of the Code nor a "foreign
  partner" within the meaning of Section 1446(e) of the Code, and
  (v) this Agreement has been duly executed and delivered by such
  Partner and is binding upon, and enforceable against, such
  Partner in accordance with its terms.
  
            (c)  Each Partner represents, warrants and agrees that
  it has acquired and continues to hold its interest in the
  Partnership for its own account for investment only and not for
  the purpose of, or with a view toward, the resale or distribution
  of all or any part thereof, nor with a view toward selling or
  otherwise distributing such interest or any part thereof at any
  particular time or under any predetermined circumstances.  Each
  Partner further represents and warrants that it is a
  sophisticated investor, able and accustomed to handling
  sophisticated financial matters for itself, particularly real
  estate investments, and that it has a sufficiently high net worth
  that it does not anticipate a need for the funds it has invested
  in the Partnership in what it understands to be a highly
  speculative and illiquid investment.
  
            (d)  Each Partner further represents, warrants and
  agrees as follows:
  
                 (i)  Except as provided in Exhibit 0, it does not
  and will not, without the prior written consent of the General
  Partner, actually own or Constructively Own (a) with respect to
  any Tenant that is a corporation, any stock of such Tenant, and
  (b) with respect to any Tenant that is not a corporation, any
  interests in either the assets or net profits of such Tenant;
  PROVIDED, HOWEVER, that so long as there are fewer than 20
  Partners, each partner may own or Constructively Own (x) with
  respect to any Tenant that is a corporation, stock of such Tenant
  possessing up to, but not more than, one-half of one percent
  (0.5%) of the total combined voting power of all classes of stock
  entitled to vote and one-half of one percent (0.5%) of the total
  number of shares of all classes of stock of such Tenant and (y)
  with respect to any Tenant that is not a corporation, interests
  in such Tenant representing up to, but not more than, one-half of
  one percent (0.5%) of the assets and one-half of one percent
  (0.5%) of the net profits of such Tenant, so long as such actual
  or Constructive Ownership otherwise permitted under clause (x) or
  (y) would not cause the General Partner to receive amounts
  described in Section 856(d)(2)(B) of the Code.
  
                 (ii) Except as provided in Exhibit 0, it does not,
  and agrees that it will not without the prior written consent of
  the General Partner, actually own or Constructively Own, any
  stock in the Company, other than any REIT Shares or other shares
  of capital stock of the Company such Partner may acquire (a) as a
  result of an exchange of Tendered Units pursuant to Section 0 or
  (b) upon the exercise of options granted or delivery of REIT
  Shares pursuant to any Stock Plan, or (c) in open market
  transactions, in each case subject to the ownership limitations
  set forth in the Charter.
  
                 (iii)     Upon request of the General Partner, it
  will disclose to the General Partner the amount of REIT Shares or
  other shares of capital stock of the Company that it actually
  owns or Constructively Owns.
  
                 (iv) It understands that if, for any reason, (a)
  the representations, warranties or agreements set forth in d(i)
  or (ii) above are violated, or (b) the Partner's actual or
  Constructive ownership of REIT Shares or other shares of capital
  stock of the Company violates the limitations set forth in the
  Charter, then (1) some or all of the Redemption rights of the
  Partners may become non-exercisable, and (2) some or all of the
  REIT Shares owned by the Partners may be automatically converted
  to Excess Shares, as provided in the Charter.
  
            (e)  The representations and warranties contained in
  Sections 0 - 0 hereof shall survive the execution and delivery of
  this Agreement by each Partner and the dissolution and windup of
  the Partnership.
  
            (f)  Each Partner hereby acknowledges that no
  representations as to potential profit, cash flows, funds from
  operations or yield, if any, in respect of the Partnership or the
  General Partner have been made by any Partner or any employee or
  representative or Affiliate of any Partner, and that projections
  and any other information, including, without limitation,
  financial and descriptive information and documentation, which
  may have been in any manner submitted to such Partner shall not
  constitute any representation or warranty of any kind or nature,
  express or implied.
  
                              ARTICLE 4
                        CAPITAL CONTRIBUTIONS
  
                      Section 4.1    CAPITAL CONTRIBUTIONS OF THE
                      PARTNERS
  
            The Partners confirm that they have made the Capital
  Contributions as set forth in Exhibit 0 to this Agreement.  The
  Partners shall own Partnership Units of the class and in the
  amounts set forth in Exhibit 0 and shall have a Percentage
  Interest in the Partnership as set forth in Exhibit 0, which
  Percentage Interest shall be adjusted in Exhibit 0 from time to
  time by the General Partner to the extent necessary to reflect
  accurately exchanges, redemptions, Capital Contributions, the
  issuance of additional Partnership Units or similar events having
  an effect on a Partner's Percentage Interest.  Except as required
  by law or as otherwise provided in Sections 0, 0 and 0, no
  Partner shall be required or permitted to make any additional
  Capital Contributions or loans to the Partnership.  Unless
  otherwise specified by the General Partner at the time of the
  creation of any class of Partnership Interests, the corresponding
  class of capital stock for any Partnership Units issued shall be
  REIT Shares.
  
                      Section 4.2    LOANS BY THIRD PARTIES
  
            Subject to Section 0, the Partnership may incur Debt,
  or enter into other similar credit, guarantee, financing or
  refinancing arrangements for any purpose (including, without
  limitation, in connection with any further acquisition of
  Properties) with any Person that is not the General Partner upon
  such terms as the General Partner determines appropriate.
  
                      Section 4.3    ADDITIONAL FUNDING AND CAPITAL
                      CONTRIBUTIONS
  
            (a)  GENERAL.  The General Partner may, at any time and
  from time to time, determine that the Partnership requires
  additional funds ("Additional Funds") for the acquisition of
  additional Properties or for such other Partnership purposes as
  the General Partner may determine.  Additional Funds may be
  raised by the Partnership, at the election of the General
  Partner, in any manner provided in, and in accordance with, the
  terms of this Section 0.  No Person shall have any preemptive,
  preferential or similar right or rights to subscribe for or
  acquire any Partnership Interest.
  
            (b)  GENERAL PARTNER LOANS.  The General Partner or an
  Affiliate may enter into a Funding Debt, including, without
  limitation, a Funding Debt that is convertible into REIT shares,
  and lend the Additional Funds to the Partnership (a "General
  Partner Loan").  If the General Partner enters into such a
  Funding Debt, the General Partner Loan will consist of the net
  proceeds from such Funding Debt and will be on comparable terms
  and conditions, including principal amount, interest rate,
  repayment schedule and costs and expenses, as shall be applicable
  with respect to or incurred in connection with such Funding Debt.
  
            (c)  ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS.  The
  General Partner, in its sole and absolute discretion, may raise
  all or any portion of the Additional Funds by accepting
  additional Capital Contributions, including, without limitation,
  the issuance of Partnership Units for interests in real property.
  In connection with any such additional Capital Contributions (of
  cash or property), the General Partner is hereby authorized to
  cause the Partnership from time to time to issue to Partners
  (including the General Partner or the Company) or other persons
  (including, without limitation, in connection with the
  contribution of property to the Partnership) additional
  Partnership Units or other Partnership Interests in one or more
  classes, or one or more series of any of such classes, with such
  designations, preferences and relative, participating, optional
  or other special rights, powers, and duties, including rights,
  powers, and duties senior to then existing Limited Partnership
  Interests, all as shall be determined by the General Partner in
  its sole and absolute discretion subject to Delaware law, and as
  set forth in an amendment to this Agreement, including, without
  limitation, (i) the allocations of items of Partnership income,
  gain, loss, deduction, and credit to such class or series of
  Partnership Interests; (ii) the right of each such class or
  series of Partnership Interests to share in Partnership
  distributions; (iii) the rights of each such class or series of
  Partnership Interests upon dissolution and liquidation of the
  Partnership; and (iv) the right to vote; PROVIDED THAT no such
  additional Partnership Units or other Partnership Interests shall
  be issued to the Company unless either (a) the additional
  Partnership Interests are issued in connection with the grant,
  award, or issuance of shares of the General Partner pursuant to
  Section 0 below, which shares have designations, preferences, and
  other rights (except voting rights) such that the economic
  interests attributable to such shares are substantially similar
  to the designations, preferences and other rights of the
  additional Partnership Interests issued to the Company in
  accordance with this Section 0, (b) the additional Partnership
  Interests are issued to all Partners holding Partnership
  Interests in the same class in proportion to their respective
  Percentage Interests in such class or (c) pursuant to Section 0;
  PROVIDED FURTHER, that no such additional Partnership Units or
  Partnership Interests shall be issued if such issuance would
  cause, or in the opinion of counsel selected by the General
  Partner, could cause (i) the Partnership to become, with respect
  to any employee benefit plan subject to Title I of ERISA or
  Section 4975 of the Code, a "party in interest" (as defined in
  Section 3(14) of ERISA) or a "disqualified person" (as defined in
  Section 4975(e) of the Code); and (ii) any portion of the assets
  of the Partnership to constitute assets of any employee benefit
  plan pursuant to Section 2510.3-101 of the regulations of the
  United States Department of Labor.  In the event that the
  Partnership issues additional Partnership Units or Partnership
  Interests pursuant to this Section 0, the General Partner shall
  make such revisions to this Agreement (including but not limited
  to the revisions described in Section 0, Section 0, and Section
  0) as it determines are necessary to reflect the issuance of such
  additional Partnership Interests.
  
            (d)  ISSUANCE OF REIT SHARES OR OTHER SECURITIES BY THE
  COMPANY.  Except as contemplated by Section 0, the Company shall
  not issue any additional REIT Shares (other than REIT Shares
  issued pursuant to Section 0 hereof or pursuant to a dividend or
  distribution (including any stock split) of REIT Shares to all of
  its stockholders), other shares of capital stock of the Company
  or New Securities unless the Company shall make a Capital
  Contribution of the net proceeds from the issuance of such
  additional REIT Shares, other shares of capital stock or New
  Securities, as the case may be, and from the exercise of the
  rights contained in such additional New Securities, as the case
  may be.  The Company's Capital Account shall be increased by the
  amount of cash so contributed.
  
            (e)  PERCENTAGE INTEREST ADJUSTMENTS IN THE CASE OF
  CAPITAL CONTRIBUTIONS FOR PARTNERSHIP UNITS.  Upon the acceptance
  of additional Capital Contributions in exchange for Partnership
  Units, the Percentage Interest related to such Partnership Units
  shall be equal to a fraction, the numerator of which is equal to
  the amount of cash and the Agreed Value of the Property
  contributed as of the Business Day immediately preceding the date
  on which the additional Capital Contributions are made (an
  "Adjustment Date") and the denominator of which is equal to the
  sum of (i) the Deemed Value of the Partnership Interests of such
  class (computed as of the Business Day immediately preceding the
  Adjustment Date) and (ii) the aggregate amount of additional
  Capital Contributions contributed to the Partnership on such
  Adjustment Date in respect of such class of Partnership
  Interests.  The Percentage Interest of each other Partner holding
  Partnership Interests of such class not making a full pro rata
  Capital Contribution shall be adjusted to equal a fraction, the
  numerator of which is equal to the sum of (i) the Deemed
  Partnership Interest Value of such Limited Partner of such class
  (computed as of the Business Day immediately preceding the
  Adjustment Date) and (ii) the amount of additional Capital
  Contributions made by such Partner to the Partnership in respect
  of such class of Partnership Interests as of such Adjustment
  Date, and the denominator of which is equal to the sum of (i) the
  Deemed Value of the Partnership Interests of such class (computed
  as of the Business Day immediately preceding the Adjustment
  Date), and (ii) the aggregate amount of additional Capital
  Contributions contributed to the Partnership on such Adjustment
  Date in respect of such class.  Notwithstanding the foregoing,
  solely for purposes of calculating a Partner's Percentage
  Interest pursuant to this Section 0, cash Capital Contributions
  by the Company will be deemed to equal the cash contributed by
  the Company plus, in the case of cash contributions funded by an
  offering of any capital stock of the Company, the offering costs
  attributable to the cash contributed to the Partnership.
  
                      Section 4.4    STOCK PLAN
  
            If at any time or from time to time the Company sells
  or issues REIT Shares pursuant to any Stock Plan, the Company
  shall contribute any proceeds therefrom to the Partnership as an
  additional Capital Contribution and shall receive an amount of
  additional Partnership Units equal to the number of REIT Shares
  so sold or issued.  The Company's Capital Account shall be
  increased by the amount of cash so contributed.
  
                      Section 4.5    NO THIRD PARTY BENEFICIARY
  
            No creditor or other third party having dealings with
  the Partnership shall have the right to enforce the right or
  obligation of any Partner to make Capital Contributions or loans
  or to pursue any other right or remedy hereunder or at law or in
  equity, it being understood and agreed that the provisions of
  this Agreement shall be solely for the benefit of, and may be
  enforced solely by, the parties hereto and their respective
  successors and assigns.  None of the rights or obligations of the
  Partners herein set forth to make Capital Contributions or loans
  to the Partnership shall be deemed an asset of the Partnership
  for any purpose by any creditor or other third party, nor may
  such rights or obligations be sold, transferred or assigned by
  the Partnership or pledged or encumbered by the Partnership to
  secure any debt or other obligation of the Partnership or of any
  of the Partners.
  
                      Section 4.6    OTHER CONTRIBUTION PROVISIONS
  
            In the event that any Partner is admitted to the
  Partnership and is given a Capital Account in exchange for
  services rendered to the Partnership, such transaction shall be
  treated by the Partnership and the affected Partner as if the
  Partnership had compensated such Partner in cash, and the Partner
  had contributed such cash to the capital of the Partnership.  In
  addition, with the consent of the General Partner, one or more
  Limited Partners may enter into contribution agreements with the
  Partnership which have the effect of providing a guarantee of
  certain obligations of the Partnership.
  
                              ARTICLE 5
                            DISTRIBUTIONS
  
                      Section 5.1    REQUIREMENT AND
                      CHARACTERIZATION OF DISTRIBUTIONS
  
            The General Partner shall cause the Partnership to
  distribute quarterly all, or such portion as the General Partner
  may in its discretion determine, of Available Cash generated by
  the Partnership during such quarter to the Partners who are
  Partners on the Partnership Record Date with respect to such
  quarter, (1) first, with respect to any Partnership Interests
  that are entitled to any preference in distribution, in
  accordance with the rights of such class of Partnership Interests
  (and within such class, pro rata in proportion to the respective
  Percentage Interests on such Partnership Record Date), and, (2)
  second, with respect to Partnership Interests that are not
  entitled to any preference in distribution, pro rata to each such
  class in accordance with the terms of such class (and within each
  such class, pro rata in proportion with the respective Percentage
  Interests on such Partnership Record Date).  Unless otherwise
  expressly provided for herein or in an agreement at the time a
  new class of Partnership Interests is created in accordance with
  Article 0 hereof, no Partnership Interest shall be entitled to a
  distribution in preference to any other Partnership Interest.
  The General Partner shall take such reasonable efforts, as
  determined by it in its sole and absolute discretion, and
  consistent with the qualification of the Company as a REIT, to
  cause the Partnership to distribute sufficient amounts to enable
  the Company to pay stockholder dividends that will (a) satisfy
  the requirements for qualifying as a REIT under the Code and
  Regulations ("REIT Requirements"), and (b) avoid any federal
  income or excise tax liability of the Company.
  
                      Section 5.2    DISTRIBUTIONS IN KIND
  
            No right is given to any Partner to demand and receive
  property other than cash.  The General Partner may determine, in
  its sole and absolute discretion, to make a distribution in kind
  to the Partners of Partnership assets, and such assets shall be
  distributed in such a fashion as to ensure that the fair market
  value is distributed and allocated in accordance with Articles 0,
  0 and 0.
  
                      Section 5.3    DISTRIBUTIONS UPON LIQUIDATION
  
            Proceeds from a Terminating Capital Transaction shall
  be distributed to the Partners in accordance with Section 0.
  
                      Section 5.4    DISTRIBUTIONS TO REFLECT
                      ISSUANCE OF ADDITIONAL PARTNERSHIP INTERESTS
  
            In the event that the Partnership issues additional
  Partnership Interests to the General Partner, the Company, or any
  Additional Limited Partner pursuant to Section 0 or 0 hereof, the
  General Partner shall make such revisions to this Article 0 as it
  determines are necessary to reflect the issuance of such
  additional Partnership Interests.
  
                              ARTICLE 6
                             ALLOCATIONS
  
                      Section 6.1    TIMING AND AMOUNT OF
                      ALLOCATIONS OF NET INCOME AND NET LOSS
  
            Net Income and Net Loss of the Partnership shall be
  determined and allocated with respect to each fiscal year of the
  Partnership as of the end of each such year.  Subject to the
  other provisions of this Article 0, an allocation to a Partner of
  a share of Net Income or Net Loss shall be treated as an
  allocation of the same share of each item of income, gain, loss
  or deduction that is taken into account in computing Net Income
  or Net Loss.
  
                      Section 6.2    GENERAL ALLOCATIONS
  
            (a)  IN GENERAL.  Except as otherwise provided in this
  Article 0, Net Income and Net Loss shall be allocated to each of
  the Partners holding the same class of Partnership Interests in
  accordance with their respective Percentage Interest of such
  class.
  
            (b)  ALLOCATIONS TO REFLECT ISSUANCE OF ADDITIONAL
  PARTNERSHIP INTERESTS.  In the event that the Partnership issues
  additional Partnership Interests to the General Partner, the
  Company, or any Additional Limited Partner pursuant to Section 0
  or 0 hereof, the General Partner shall make such revisions to
  this Section 0 as it determines are necessary to reflect the
  terms of the issuance of such additional Partnership Interests,
  including making preferential allocations to certain classes of
  Partnership Interests.
  
                      Section 6.3    ADDITIONAL ALLOCATION
                      PROVISIONS
  
            Notwithstanding the foregoing provisions of this
  Article 0:
  
            (a)  REGULATORY ALLOCATIONS.
  
                 (i)  MINIMUM GAIN CHARGEBACK.  Except as otherwise
  provided in Regulations Section 1.704-2(f), notwithstanding the
  provisions of Section 0 of the Agreement, or any other provision
  of this Article 0, if there is a net decrease in Partnership
  Minimum Gain during any fiscal year, each Partner shall be
  specially allocated items of Partnership income and gain for such
  year (and, if necessary, subsequent years) in an amount equal to
  such Partner's share of the net decrease in Partnership Minimum
  Gain, as determined under Regulations Section 1.704-2(g).
  Allocations pursuant to the previous sentence shall be made in
  proportion to the respective amounts required to be allocated to
  each Partner pursuant thereto.  The items to be allocated shall
  be determined in accordance with Regulations Sections
  1.704-2(f)(6) and 1.704-2(j)(2).  This Section 0 is intended to
  qualify as a "minimum gain chargeback" within the meaning of
  Regulation Section 1.704-2(f) which shall be controlling in the
  event of a conflict between such Regulation and this Section 0.
  
                 (ii) PARTNER MINIMUM GAIN CHARGEBACK.  Except as
  otherwise provided in Regulations Section 1.704-2(i)(4), and
  notwithstanding the provisions of Section 0 of the Agreement, or
  any other provision of this Article 0 (except Section 0), if
  there is a net decrease in Partner Minimum Gain attributable to a
  Partner Nonrecourse Debt during any fiscal year, each Partner who
  has a share of the Partner Minimum Gain attributable to such
  Partner Nonrecourse Debt, determined in accordance with
  Regulations Section 1.704-2(i)(5), shall be specially allocated
  items of Partnership income and gain for such year (and, if
  necessary, subsequent years) in an amount equal to such Partner's
  share of the net decrease in Partner Minimum Gain attributable to
  such Partner Nonrecourse Debt, determined in accordance with
  Regulations Section 1.704-2(i)(4).  Allocations pursuant to the
  previous sentence shall be made in proportion to the respective
  amounts required to be allocated to each General Partner and
  Limited Partner pursuant thereto.  The items to be so allocated
  shall be determined in accordance with Regulations Sections
  1.704-2(i)(4) and 1.704-2(j)(2).  This Section 0 is intended to
  qualify as a "chargeback of partner nonrecourse debt minimum
  gain" within the meaning of Regulation Section 1.704-2(i) which
  shall be controlling in the event of a conflict between such
  Regulation and this Section 0.
  
                 (iii)     NONRECOURSE DEDUCTIONS AND PARTNER
  NONRECOURSE DEDUCTIONS.  Any Nonrecourse Deductions for any
  fiscal year shall be specially allocated to the Partners in
  accordance with their Percentage Interests.  Any Partner
  Nonrecourse Deductions for any fiscal year shall be specially
  allocated to the Partner(s) who bears the economic risk of loss
  with respect to the Partner Nonrecourse Debt to which such
  Partner Nonrecourse Deductions are attributable, in accordance
  with Regulations Sections 1.704-2(b)(4) and 1.704-2(i).
  
                 (iv) QUALIFIED INCOME OFFSET.  If any Partner
  unexpectedly receives an adjustment, allocation or distribution
  described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or
  (6), items of Partnership income and gain shall be allocated, in
  accordance with Regulations Section 1.704-1(b)(2)(ii)(d), to the
  Partner in an amount and manner sufficient to eliminate, to the
  extent required by such Regulations, the Adjusted Capital Account
  Deficit of the Partner as quickly as possible provided that an
  allocation pursuant to this Section 0 shall be made if and only
  to the extent that such Partner would have an Adjusted Capital
  Account Deficit after all other allocations provided in this
  Article 0 have been tentatively made as if this Section 0 were
  not in the Agreement.  It is intended that this Section 0 qualify
  and be construed as a "qualified income offset" within the
  meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be
  controlling in the event of a conflict between such Regulations
  and this Section 0.
  
                 (v)  GROSS INCOME ALLOCATION.  In the event any
  Partner has a deficit Capital Account at the end of any fiscal
  year which is in excess of the sum of (1) the amount (if any)
  such Partner is obligated to restore to the Partnership, and (2)
  the amount such Partner is deemed to be obligated to restore
  pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the
  penultimate sentences of Regulations Sections 1.704-2(g)(1) and
  1.704-2(i)(5), each such Partner shall be specially allocated
  items of Partnership income and gain in the amount of such excess
  as quickly as possible, PROVIDED THAT an allocation pursuant to
  this Section 0 shall be made if and only to the extent that such
  Partner would have a deficit Capital Account in excess of such
  sum after all other allocations provided in this Article 0 have
  been tentatively made as if this Section 0 and Section 0 were not
  in the Agreement.
  
                 (vi) LIMITATION ON ALLOCATION OF NET LOSS.  To the
  extent any allocation of Net Loss would cause or increase an
  Adjusted Capital Account Deficit as to any Partner, such
  allocation of Net Loss shall be reallocated among the other
  Partners in accordance with their respective Percentage
  Interests, subject to the limitations of this Section 0.
  
                 (vii)     SECTION 754 ADJUSTMENT.  To the extent
  an adjustment to the adjusted tax basis of any Partnership asset
  pursuant to Code Section 734(b) or Code Section 743(b) is
  required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2)
  or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into
  account in determining Capital Accounts as the result of a
  distribution to a Partner in complete liquidation of his interest
  in the Partnership, the amount of such adjustment to the Capital
  Accounts shall be treated as an item of gain (if the adjustment
  increases the basis of the asset) or loss (if the adjustment
  decreases such basis) and such gain or loss shall be specially
  allocated to the Partners in accordance with their interests in
  the Partnership in the event that Regulations Section
  1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such
  distribution was made in the event that Regulations Section
  1.704-1(b)(2)(iv)(m)(4) applies.
  
                 (viii)    CURATIVE ALLOCATION.  The allocations
  set forth in Sections 0, (ii), (iii), (iv), (v), (vi), and (vii)
  (the "Regulatory Allocations") are intended to comply with
  certain regulatory requirements, including the requirements of
  Regulations Sections 1.704-1(b) and 1.704-2.  Notwithstanding the
  provisions of Sections 0 and 0, the Regulatory Allocations shall
  be taken into account in allocating other items of income, gain,
  loss and deduction among the Partners so that, to the extent
  possible, the net amount of such allocations of other items and
  the Regulatory Allocations to each Partner shall be equal to the
  net amount that would have been allocated to each such Partner if
  the Regulatory Allocations had not occurred.
  
                      Section 6.4    TAX ALLOCATIONS
  
            (a)  IN GENERAL.  Except as otherwise provided in this
  Section 0, for income tax purposes each item of income, gain,
  loss and deduction (collectively, "Tax Items") shall be allocated
  among the Partners in the same manner as its correlative item of
  "book" income, gain, loss or deduction is allocated pursuant to
  Sections 0 and 0.
  
            (b)  ALLOCATIONS RESPECTING SECTION 704(C)
  REVALUATIONS.  Notwithstanding Section 0, Tax Items with respect
  to Partnership property that is contributed to the Partnership by
  a Partner shall be shared among the Partners for income tax
  purposes pursuant to Regulations promulgated under Section 704(c)
  of the Code, so as to take into account the variation, if any,
  between the basis of the property to the Partnership and its
  initial Gross Asset Value.  With respect to Partnership property
  that is initially contributed to the Partnership upon its
  formation pursuant to Section 0, such variation between basis and
  initial Gross Asset Value shall be taken into account under the
  "traditional without curative allocations method" of Regulations
  Section 1.704-3.  With respect to properties subsequently
  contributed to the Partnership, the Partnership shall account for
  such variation under any method approved under Section 704(c) of
  the Code and the applicable regulations as chosen by the General
  Partner.  In the event the Gross Asset Value of any Partnership
  asset is adjusted pursuant to subparagraph (b) of the definition
  of Gross Asset Value (provided in Article 0 of this Agreement),
  subsequent allocations of Tax Items with respect to such asset
  shall take account of the variation, if any, between the adjusted
  basis of such asset and its Gross Asset Value in the same manner
  as under Section 704(c) of the Code and the applicable
  regulations consistent with the requirements of Regulations
  Section 1.704-1(b)(2)(iv)(g) using any method approved under
  704(c) of the Code and the applicable regulations as chosen by
  the General Partner.
  
                              ARTICLE 7
                MANAGEMENT AND OPERATIONS OF BUSINESS
  
                      Section 7.1    MANAGEMENT
  
            (a)  Except as otherwise expressly provided in this
  Agreement, all management powers over the business and affairs of
  the Partnership are exclusively vested in the General Partner,
  and no Limited Partner shall have any right to participate in or
  exercise control or management power over the business and
  affairs of the Partnership.  The General Partner may not be
  removed by the Limited Partners with or without cause, except
  with the consent of the General Partner.  In addition to the
  powers now or hereafter granted a General Partner of a limited
  partnership under applicable law or which are granted to the
  General Partner under any other provision of this Agreement, the
  General Partner, subject to the other provisions hereof including
  Section 0, shall have full power and authority to do all things
  deemed necessary or desirable by it to conduct the business of
  the Partnership, to exercise all powers set forth in Section 0
  hereof and to effectuate the purposes set forth in Section 0
  hereof, including, without limitation:
  
                 (i)  the making of any expenditures, the lending
  or borrowing of money (including, without limitation, making
  prepayments on loans and borrowing money to permit the
  Partnership to make distributions to its Partners in such amounts
  as will permit the Company (so long as the Company has determined
  to qualify as a REIT) to avoid the payment of any federal income
  tax (including, for this purpose, any excise tax pursuant to
  Section 4981 of the Code) and to make distributions to its
  stockholders sufficient to permit the Company to maintain REIT
  status), the assumption or guarantee of, or other contracting
  for, indebtedness and other liabilities, the issuance of
  evidences of indebtedness (including the securing of same by
  mortgage, deed of trust or other lien or encumbrance on all or
  any of the Partnership's assets) and the incurring of any
  obligations it deems necessary for the conduct of the activities
  of the Partnership;
  
                 (ii) the making of tax, regulatory and other
  filings, or rendering of periodic or other reports to
  governmental or other agencies having jurisdiction over the
  business or assets of the Partnership;
  
                 (iii)     the acquisition, disposition, mortgage,
  pledge, encumbrance, hypothecation or exchange of any assets of
  the Partnership or the merger or other combination of the
  Partnership with or into another entity;
  
                 (iv) the mortgage, pledge, encumbrance or
  hypothecation of all or any assets of the Partnership, and the
  use of the assets of the Partnership (including, without
  limitation, cash on hand) for any purpose consistent with the
  terms of this Agreement and on any terms it sees fit, including,
  without limitation, the financing of the conduct or the
  operations of the General Partner, the Company, or the
  Partnership, the lending of funds to other Persons (including,
  without limitation, the General Partner or the Company (if
  necessary to permit the financing or capitalization of a
  subsidiary of the General Partner, the Company, or the
  Partnership) or any Subsidiaries of the Partnership) and the
  repayment of obligations of the Partnership, the Company, any of
  its Subsidiaries and any other Person in which it has an equity
  investment;
  
                 (v)  the negotiation, execution, and performance
  of any contracts, leases, conveyances or other instruments that
  the General Partner considers useful or necessary to the conduct
  of the Partnership's operations or the implementation of the
  General Partner's powers under this Agreement;
  
                 (vi) the distribution of Partnership cash or other
  Partnership assets in accordance with this Agreement;
  
                 (vii)     the selection and dismissal of employees
  of the Partnership (including, without limitation, employees
  having titles such as "president," "vice president," "secretary"
  and "treasurer"), and agents, outside attorneys, accountants,
  consultants and contractors of the Partnership, the determination
  of their compensation and other terms of employment or hiring,
  including waivers of conflicts of interest and the payment of
  their expenses and compensation out of the Partnership's assets;
  
                 (viii)    the maintenance of such insurance for
  the benefit of the Partnership and the Partners as it deems
  necessary or appropriate;
  
                 (ix) the formation of, or acquisition of an
  interest in, and the
  contribution of property to, any further limited or general
  partnerships, joint ventures or other relationships that it deems
  desirable (including, without limitation, the acquisition of
  interests in, and the contributions of property to any Subsidiary
  and any other Person in which it has an equity investment from
  time to time); PROVIDED THAT, as long as the Company has
  determined to continue to qualify as a REIT, the Partnership may
  not engage in any such formation, acquisition or contribution
  that would cause the Company to fail to qualify as a REIT;
  
                 (x)  the control of any matters affecting the
  rights and obligations of the Partnership, including the conduct
  of litigation and the incurring of legal expense and the
  settlement of claims and litigation, and the indemnification of
  any Person against liabilities and contingencies to the extent
  permitted by law;
  
                 (xi) the undertaking of any action in connection
  with the Partnership's direct or indirect investment in any
  Person (including, without limitation, contributing or loaning
  Partnership funds to, incurring indebtedness on behalf of, or
  guarantying the obligations of any such Persons);
  
                 (xii)     subject to the other provisions in this
  Agreement, the determination of the fair market value of any
  Partnership property distributed in kind using such reasonable
  method of valuation as it may adopt, PROVIDED THAT such methods
  are otherwise consistent with requirements of this Agreement;
  
                 (xiii)    the management, operation, leasing,
  landscaping, repair, alteration, demolition or improvement of any
  real property or improvements owned by the Partnership or any
  Subsidiary of the Partnership or any Person in which the
  Partnership has made a direct or indirect equity investment;
  
                 (xiv)     holding, managing, investing and
  reinvesting cash and other assets of the Partnership;
  
                 (xv) the collection and receipt of revenues and
  income of the Partnership;
  
                 (xvi)     the exercise, directly or indirectly
  through any attorney-in-fact acting under a general or limited
  power of attorney, of any right, including the right to vote,
  appurtenant to any asset or investment held by the Partnership;
  
                 (xvii)    the exercise of any of the powers of the
  General Partner enumerated in this Agreement on behalf of or in
  connection with any Subsidiary of the Partnership or any other
  Person in which the Partnership has a direct or indirect
  interest, or jointly with any such Subsidiary or other Person;
  
                 (xviii)   the exercise of any of the powers of the
  General Partner enumerated in this Agreement on behalf of any
  Person in which the Partnership does not have an interest
  pursuant to contractual or other arrangements with such Person;
  and
  
                 (xix)     the making, execution and delivery of
  any and all deeds, leases, notes, deeds to secure debt,
  mortgages, deeds of trust, security agreements, conveyances,
  contracts, guarantees, warranties, indemnities, waivers, releases
  or legal instruments or agreements in writing necessary or
  appropriate in the judgment of the General Partner for the
  accomplishment of any of the powers of the General Partner
  enumerated in this Agreement.
  
            (b)  Each of the Limited Partners agrees that the
  General Partner is authorized to execute, deliver and perform the
  above-mentioned agreements and transactions on behalf of the
  Partnership without any further act, approval or vote of the
  partners, notwithstanding any other provisions of this Agreement
  (except as provided in Section 0), the Act or any applicable law,
  rule or regulation.  The execution, delivery or performance by
  the General Partner or the Partnership of any agreement
  authorized or permitted under this Agreement shall not constitute
  a breach by the General Partner of any duty that the General
  Partner may owe the Partnership or the Limited Partners or any
  other Persons under this Agreement or of any duty stated or
  implied by law or equity.
  
            (c)  At all times from and after the date hereof, the
  General Partner may cause the Partnership to obtain and maintain
  (i) casualty, liability and other insurance on the properties of
  the Partnership and (ii) liability insurance for the Indemnitees
  hereunder.
  
            (d)  At all times from and after the date hereof, the
  General Partner may cause the Partnership to establish and
  maintain working capital and other reserves in such amounts as
  the General Partner, in it sole and absolute discretion, deems
  appropriate and reasonable from time to time.
  
            (e)  Other than as set forth in the following sentence,
  and subject to Section 0, in exercising its authority under this
  Agreement, the General Partner may, but shall be under no
  obligation to, take into account the tax consequences to any
  Partner (including the General Partner or the Company) of any
  action taken by it.  The General Partner, on behalf of the
  Partnership, shall use commercially reasonable efforts to
  cooperate with the Limited Partners to minimize any taxes payable
  in connection with any repayment, refinancing, replacement or
  restructuring of Debt, or any sale, exchange or any other
  disposition of assets, of the Partnership, including, without
  limitation, amending this Agreement to provide obligations on the
  part of any affected Partner to restore deficit balances in their
  Capital Accounts as of the time of liquidation of the Partnership
  and to maintain a corresponding level of recourse debt to match
  such obligations or maintaining a level of non-recourse debt that
  can be allocated to, and included in the Partnership tax basis
  of, such Partners, pursuant to the regulations under Section 752
  of the Code.  The General Partner and the Partnership shall not
  have liability to a Limited Partner under any circumstances as a
  result of an income tax liability incurred by such Limited
  Partner as a result of an action (or inaction) by the General
  Partner pursuant to its authority under this Agreement.
  
            (f)  Except as otherwise provided herein, to the extent
  the duties of the
  General Partner require expenditures of funds to be paid to third
  parties, the General Partner shall not have any obligations
  hereunder except to the extent that Partnership funds are
  reasonably available to it for the performance of such duties,
  and nothing herein contained shall be deemed to authorize or
  require the General Partner, in its capacity as such, to expend
  its individual funds for payment to third parties or to undertake
  any individual liability or obligation on behalf of the
  Partnership.
  
                      Section 7.2    CERTIFICATE OF LIMITED
                      PARTNERSHIP
  
            To the extent that such action is determined by the
  General Partner to be reasonable and necessary or appropriate,
  the General Partner shall file amendments to and restatements of
  the Certificate and do all the things to maintain the Partnership
  as a limited partnership (or a partnership in which the limited
  partners have limited liability) under the laws of the State of
  Delaware and each other state, the District of Columbia or other
  jurisdiction, in which the Partnership may elect to do business
  or own property.  Subject to the terms of Section 0 hereof, the
  General Partner shall not be required, before or after filing, to
  deliver or mail a copy of the Certificate or any amendment
  thereto to any Limited Partner.  The General Partner shall use
  all reasonable efforts to cause to be filed such other
  certificates or documents as may be reasonable and necessary or
  appropriate for the formation, continuation, qualification and
  operation of a limited partnership (or a partnership in which the
  limited partners have limited liability) in the State of
  Delaware, any other state, the District of Columbia or other
  jurisdiction, in which the Partnership may elect to do business
  or own property.
  
                      Section 7.3    RESTRICTIONS ON GENERAL
                      PARTNER'S AUTHORITY
  
            (a)  The General Partner may not take any action in
  contravention of an
  express prohibition or limitation of this Agreement, including,
  without limitation:
  
                 (i)  take any action that would make it impossible
  to carry on the ordinary business of the Partnership, except as
  otherwise provided in this Agreement;
  
                 (ii) possess Partnership property, or assign any
  rights in specific Partnership property, for other than a
  Partnership purpose except as otherwise provided in this
  Agreement;
  
                 (iii)     admit a Person as a Partner, except as
  otherwise provided in this Agreement;
  
                 (iv) perform any act that would subject a Limited
  Partner to liability as a general partner in any jurisdiction or
  any other liability except as provided herein or under the Act;
  or
  
                 (v)  enter into any contract, mortgage, loan or
  other agreement that expressly prohibits or restricts, or has the
  effect of limiting or restricting, the ability of a Limited
  Partner to exercise its rights to a Redemption in full, except
  with the written consent of such Limited Partner.
  
            (b)  The General Partner shall not, without the prior
  Consent of the Partners, undertake, on behalf of the Partnership,
  any of the following actions or enter into any transaction which
  would have the effect of such actions:
  
                 (i)  except as provided in Section 0, amend,
  modify or terminate this Agreement other than to reflect the
  admission, substitution, termination or withdrawal of partners
  pursuant to Article 0 hereof;
  
                 (ii) make a general assignment for the benefit of
  creditors or appoint or acquiesce in the appointment of a
  custodian, receiver or trustee for all or substantially all of
  the assets of the Partnership;
  
                 (iii)     institute any proceeding for bankruptcy
  on behalf of the Partnership; or
  
                 (iv) confess a judgment against the Partnership.
  
            (c)  The General Partner shall not, without the prior
  Consent of the Super Majority Limited Partners, undertake, on
  behalf of the Partnership, any of the following actions or enter
  into any transaction which would have the effect of such actions:
  
                 (i)  approve or acquiesce to the transfer of the
  Partnership Interest of the General Partner to any Person other
  than the Partnership or an Affiliate of the General Partner; or
  
                 (ii) admit into the Partnership any Additional or
  Substitute General Partners, other than Affiliates of the General
  Partner.
  
            (d)  Notwithstanding Sections 0, and 0 hereof, the
  General Partner shall have the exclusive power to amend this
  Agreement as may be required to facilitate or implement any of
  the following purposes:
  
                 (i)  to add to the obligations of the General
  Partner or surrender any right or power granted to the General
  Partner or any Affiliate of the General Partner for the benefit
  of the Limited Partners;
  
                 (ii) to reflect the issuance of additional
  Partnership Interests pursuant to Section 0 or 0 or the
  admission, substitution, termination, or withdrawal of Partners
  in accordance with this Agreement;
  
                 (iii)     to reflect a change that is of an
  inconsequential nature and does not adversely affect the Limited
  Partners in any material respect, or to cure any ambiguity,
  correct or supplement any provision in this Agreement not
  inconsistent with law or with other provisions, or make other
  changes with respect to matters arising under this Agreement that
  will not be inconsistent with law or with the provisions of this
  Agreement;
  
                 (iv) to satisfy any requirements, conditions, or
  guidelines contained in any order, directive, opinion, ruling or
  regulation of a federal or state agency or contained in federal
  or state law;
  
                 (v)  to reflect such changes as are reasonably
  necessary for the Company to maintain status as a REIT, including
  changes which may be necessitated due to a change in applicable
  law (or an authoritative interpretation thereof) or a ruling of
  the IRS; and
  
                 (vi) to modify, as set forth in the definition of
  "Capital Account," the manner in which Capital Accounts are
  computed.
  
            The General Partner will provide notice to the Limited
  Partners when any action under this Section 0 is taken.
  
            (e)  Notwithstanding Sections 0, 0 and 0 hereof, this
  Agreement shall not be amended with respect to any Partner
  adversely affected, and no action may be taken by the General
  Partner, without the Consent of such Partner adversely affected
  if such amendment or action would (i) convert a Limited Partner's
  interest in the Partnership into a general partner's interest
  (except as the result of the General Partner acquiring such
  interest), (ii) modify the limited liability of a Limited
  Partner, (iii) alter rights of the Partner to receive
  distributions pursuant to Article 0 or Section 0, or the
  allocations specified in Article 0 (except as permitted pursuant
  to Section 0 and Section 0 hereof), (iv) materially alter or
  modify the rights to a Redemption or the REIT Shares Amount as
  set forth in Section 0, and related definitions hereof or (v)
  amend this Section 0.  Further, no amendment may alter the
  restrictions on the General Partner's authority set forth
  elsewhere in this Section 0 without the Consent specified in such
  section.  In addition, notwithstanding Sections 0, 0 and 0
  hereof, Section 0 of this Agreement shall not be amended, and no
  action in contravention of Section 0 hereof shall be taken,
  without the Consent of the Limited Partners.  This Section 7.3(e)
  does not require unanimous consent of all Partners adversely
  affected unless the amendment is to be effective against all
  Partners adversely affected.
  
                      Section 7.4    REIMBURSEMENT OF THE GENERAL
                      PARTNER
  
            (a)  Except as provided in this Section 0 and elsewhere
  in this Agreement (including the provisions of Articles 0 and 0
  regarding distributions, payments and allocations to which it may
  be entitled), the General Partner shall not be compensated for
  its services as general partner of the Partnership.
  
            (b)  Subject to Section 0, the General Partner shall be
  reimbursed on a monthly basis, or such other basis as the General
  Partner may determine in its sole and absolute discretion, for
  all expenses it incurs relating to the ownership of interests in
  and operation of, or for the benefit of, the Partnership.  The
  General Partner shall not, however, be reimbursed for expenses it
  incurs relating to the organization of the Partnership or any
  public offerings of REIT Shares, other shares of capital stock or
  Funding Debt by the General Partner, but shall be reimbursed for
  expenses it incurs with respect to any other issuance of
  additional Partnership Interests pursuant to the provisions
  hereof.  Such reimbursements shall be in addition to any
  reimbursement to the General Partner as a result of
  indemnification pursuant to Section 0 hereof.
  
            (c)  If and to the extent any reimbursements to the
  General Partner pursuant
  to this Section 0 constitute gross income of the General Partner
  (as opposed to the repayment of advances made by the General
  Partner on behalf of the Partnership), such amounts shall
  constitute guaranteed payments within the meaning of Section
  707(c) of the Code, shall be treated consistently therewith by
  the Partnership and all Partners, and shall not be treated as
  distributions for purposes of computing the Partners' Capital
  Accounts.
  
                      Section 7.5    CONTRACTS WITH AFFILIATES
  
            (a)  The Partnership may lend or contribute to Persons
  in which it has an equity investment, and such Persons may borrow
  funds from the Partnership, on terms and conditions established
  in the sole and absolute discretion of the General Partner.  The
  foregoing authority shall not create any right or benefit or
  favor of any Person.
  
            (b)  Except as provided in Section 0, the Partnership
  may transfer assets to joint ventures, other partnerships,
  corporations, limited liability companies or other business
  entities in which it is or thereby becomes a participant upon
  such terms and subject to such conditions consistent with this
  Agreement and applicable law.
  
            (c)  The General Partner, in its sole and absolute
  discretion and without the approval of the Limited Partners, may
  propose and adopt on behalf of the Partnership employee benefit
  plans funded by the Partnership for the benefit of employees of
  the General Partner, the Partnership, Subsidiaries of the
  Partnership or any Affiliate of any of them in respect of
  services performed, directly or indirectly, for the benefit of
  the Partnership, the General Partner, or any of the Partnership's
  Subsidiaries.  The General Partner also is expressly authorized
  to cause the Partnership to issue to it Partnership Units
  corresponding to REIT Shares issued by the Company pursuant to
  any Stock Plan or any similar or successor plan and to repurchase
  such Partnership Units from the Company to the extent necessary
  to permit the General Partner to repurchase such REIT Shares in
  accordance with such plan.
  
            (d)  The General Partner is expressly authorized to
  enter into, in the name and on behalf of the Partnership, a right
  of first opportunity arrangement and other conflict avoidance
  agreements with various Affiliates of the Partnership and the
  General Partner, on such terms as the General Partner, in its
  sole and absolute discretion, believes are advisable.
  
                      Section 7.6    INDEMNIFICATION
  
            (a)  The Partnership shall indemnify an Indemnitee from
  and against any and all losses, claims, damages, liabilities,
  joint or several, expenses (including legal fees and expenses),
  judgments, fines, settlements, and other amounts arising from any
  and all claims, demands, actions, suits or proceedings, civil,
  criminal, administrative or investigative, including, without
  limitation, reasonable attorneys' fees and expenses, that relate
  to the operations of the Partnership as set forth in this
  Agreement in which any Indemnitee may be involved, or is
  threatened to be involved, as a party or otherwise, unless it is
  established that: (i) the act or omission of the Indemnitee was
  material to the matter giving rise to the proceeding and either
  was committed in bad faith or was the result of active and
  deliberate dishonesty; (ii) the Indemnitee actually received an
  improper personal benefit in money, property or services; or
  (iii) in the case of any criminal proceeding, the Indemnitee had
  reasonable cause to believe that the act or omission was
  unlawful.  Except as otherwise specifically provided in writing
  to the contrary, without limitation, the foregoing indemnity
  shall extend to any liability of any Indemnitee, pursuant to a
  loan guaranty or otherwise, for any indebtedness of the
  Partnership or any Subsidiary of the Partnership (including,
  without limitation, any indebtedness which the Partnership or any
  Subsidiary of the Partnership has assumed or taken subject to),
  and the General Partner is hereby authorized and empowered, on
  behalf of the Partnership, to enter into one or more indemnity
  agreements consistent with the provisions of this Section 0 in
  favor of any Indemnitee having or potentially having liability
  for any such indebtedness.  The termination of any proceeding by
  judgment, order or settlement does not create a presumption that
  the Indemnitee did not meet the requisite standard of conduct set
  forth in this Section 0.  The termination of any proceeding by
  conviction or upon a plea of nolo contendere or its equivalent,
  or any entry of an order of probation prior to judgment, creates
  a rebuttable presumption that the Indemnitee acted in a manner
  contrary to that specified in this Section 0 with respect to
  subject matter of such proceeding.  Any indemnification pursuant
  to this Section 0 shall be made only out of the assets of the
  Partnership.
  
            (b)  Reasonable expenses incurred by an Indemnitee in
  connection with any proceeding which are otherwise indemnifiable
  under this Section 0 may be paid or reimbursed by the Partnership
  in advance of the final disposition of the proceeding upon
  receipt by the Partnership of (i) a written affirmation by the
  Indemnitee of the Indemnitee's good faith belief that the
  standard of conduct necessary for indemnification by the
  Partnership as authorized in this Section 0 has been met, and
  (ii) a written undertaking by or on behalf of the Indemnitee to
  repay the amount if it shall ultimately be determined that the
  standard of conduct has not been met.
  
            (c)  The indemnification provided by this Section 0
  shall be in addition to any other rights to which an Indemnitee
  or any other Person may be entitled under any agreement, pursuant
  to any vote of the Partners, as a matter of law or otherwise, and
  shall continue as to an Indemnitee who has ceased to serve in
  such capacity.
  
            (d)  The Partnership may purchase and maintain
  insurance, on behalf of the Indemnitees and such other Persons as
  the General Partner shall determine, against any liability that
  may be asserted against or expenses that may be incurred by such
  Person in connection with the Partnership's activities,
  regardless of whether the Partnership would have the power to
  indemnify such Person against such liability under the provisions
  of this Agreement.
  
            (e)  For purposes of this Section 0, the Partnership
  shall be deemed to have requested an Indemnitee to serve as
  fiduciary of an employee benefit plan whenever the performance by
  it of its duties to the Partnership also imposes duties on, or
  otherwise involves services by, it to the plan or participants or
  beneficiaries of the plan; excise taxes assessed on an Indemnitee
  with respect to an employee benefit plan pursuant to applicable
  law shall constitute fines within the meaning of Section 0; and
  actions taken or omitted by the Indemnitee with respect to an
  employee benefit plan in the performance of its duties for a
  purpose reasonably believed by it to be in the interest of the
  participants and beneficiaries of the plan shall be deemed to be
  for a purpose which is not opposed to the best interests of the
  Partnership.
  
            (f)  In no event may an Indemnitee subject the Limited
  Partners to personal liability by reason of the indemnification
  provisions set forth in this Agreement.
  
            (g)  An Indemnitee shall not be denied indemnification
  in whole or in part under this Section 0 because the Indemnitee
  had an interest in the transaction with respect to which the
  indemnification applies if the transaction was otherwise
  permitted by the terms of this Agreement.
  
            (h)  The provisions of this Section 0 are for the
  benefit of the Indemnitees, their heirs, successors, assigns and
  administrators and shall not be deemed to create any rights for
  the benefit of any other Persons.  Any amendment, modification or
  repeal of this Section 0 or any provision hereof shall be
  prospective only and shall not in any way affect the limitations
  on the Partnership's liability to any Indemnitee under this
  Section 0 as in effect immediately prior to such amendment,
  modification or repeal with respect to claims arising from or
  relating to matters occurring, in whole or in part, prior to such
  amendment, modification or repeal, regardless of when such claims
  may arise or be asserted.
  
            (i)  If and to the extent any reimbursements to the
  General Partner pursuant to this Section 0 constitute gross
  income of the General Partner (as opposed to the repayment of
  advances made by the General Partner on behalf of the
  Partnership) such amounts shall constitute guaranteed payments
  within the meaning of Section 707(c) of the Code, shall be
  treated consistently therewith by the Partnership and all
  Partners, and shall not be treated as distributions for purposes
  of computing the Partners' Capital Accounts.
  
            (j)  Any indemnification hereunder is subject to, and
  limited by, the provisions of Section 17-108 of the Act.
  
            (k)  In the event the Partnership is made a party to
  any litigation or otherwise incurs any loss or expenses as a
  result of or in connection with any Partner's personal
  obligations or liabilities unrelated to Partnership business,
  such Partner shall indemnify and reimburse the Partnership for
  all such loss and expense incurred, including legal fees, and the
  Partnership Interest of such Partner may be charged therefor.
  The liability of a Partner under this Section 0 shall not be
  limited to such Partner's Partnership Interest, but shall be
  enforceable against such Partner personally.
  
                      Section 7.7    LIABILITY OF THE GENERAL
                      PARTNER
  
            (a)  Notwithstanding anything to the contrary set forth
  in this Agreement, neither the General Partner nor any director,
  officer, employee or agent of the Partnership or the General
  Partner (each, an "Agent") shall be liable or accountable in
  damages or otherwise to the Partnership, any Partners or any
  Assignees for losses sustained, liabilities incurred or benefits
  not derived as a result of errors in judgment or mistakes of fact
  or law or any act or omission if such Person acted in good faith.
  
            (b)  The Limited Partners expressly acknowledge that
  the General Partner is acting for the benefit of the Partnership,
  the Limited Partners and the Company's stockholders collectively,
  that the General Partner is under no obligation to give priority
  to the separate interests of the Limited Partners or the
  Company's stockholders (including, without limitation, the tax
  consequences to Limited Partners or Assignees or to stockholders)
  in deciding whether to cause the Partnership to take (or decline
  to take) any actions and that the General Partner shall not be
  liable to the Partnership or to any Limited Partner for monetary
  damages for losses sustained, liabilities incurred, or benefits
  not derived by Limited Partners in connection with such
  decisions, PROVIDED THAT the General Partner has acted in good
  faith.
  
            (c)  Subject to its obligations and duties as General
  Partner set forth in Section 0 hereof, the General Partner may
  exercise any of the powers granted to it by this Agreement and
  perform any of the duties imposed upon it hereunder either
  directly or by or through its Agents.  The General Partner shall
  not be responsible for any misconduct or negligence on the part
  of any such Agent appointed by it in good faith.
  
            (d)  Any amendment, modification or repeal of this
  Section 0 or any provision hereof shall be prospective only and
  shall not in any way affect the limitations on the General
  Partner's or any Agent's liability to the Partnership and the
  Limited Partners under this Section 0 as in effect immediately
  prior to such amendment, modification or repeal with respect to
  claims arising from or relating to matters occurring, in whole or
  in part, prior to such amendment, modification or repeal,
  regardless of when such claims may arise or be asserted.
  
                      Section 7.8    OTHER MATTERS CONCERNING THE
                      GENERAL PARTNER
  
            (a)  The General Partner and any Agent may rely and
  shall be protected in
  acting or refraining from acting upon any resolution,
  certificate, statement, instrument, opinion, report, notice,
  request, consent, order, bond, debenture, or other paper or
  document believed by it to be genuine and to have been signed or
  presented by the proper party or parties.
  
            (b)  The General Partner and any Agent may consult with
  legal counsel, accountants, appraisers, management consultants,
  investment bankers and other consultants and advisers selected by
  it, and any act taken or omitted to be taken in reliance upon the
  opinion of such Persons as to matters which such General Partner
  or Agent reasonably believes to be within such Person's
  professional or expert competence shall be conclusively presumed
  to have been done or omitted in good faith and in accordance with
  such opinion.
  
            (c)  The General Partner shall have the right, in
  respect of any of its powers or obligations hereunder, to act
  through any of its duly authorized officers and a duly appointed
  attorney or attorneys-in-fact.  Each such attorney shall, to the
  extent provided by the General Partner in the power of attorney,
  have full power and authority to do and perform all and every act
  and duty which is permitted or required to be done by the General
  Partner hereunder.
  
            (d)  Notwithstanding any other provisions of this
  Agreement or any non-mandatory provision of the Act, any action
  of the General Partner on behalf of the Partnership or any
  decision of the General Partner to refrain from acting on behalf
  of the Partnership, undertaken in the good faith belief that such
  action or omission is necessary or advisable in order (i) to
  protect the ability of the Company to continue to qualify as a
  REIT or (ii) to avoid the Company incurring any taxes under
  Section 857 or Section 4981 of the Code, is expressly authorized
  under this Agreement and is deemed approved by all of the Limited
  Partners.
  
                      Section 7.9    TITLE TO PARTNERSHIP ASSETS
  
            Title to Partnership assets, whether real, personal or
  mixed and whether tangible or intangible, shall be deemed to be
  owned by the Partnership as an entity, and no Partners,
  individually or collectively, shall have any ownership interest
  in such Partnership assets or any portion thereof.  Title to any
  or all of the Partnership assets may be held in the name of the
  Partnership, the General Partner or one or more nominees, as the
  General Partner may determine, including Affiliates of the
  General Partner.  The General Partner hereby declares and
  warrants that any Partnership assets for which legal title is
  held in the name of the General Partner or any nominee or
  Affiliate of the General Partner shall be deemed held by the
  General Partner or such nominee or Affiliate for the use and
  benefit of the Partnership in accordance with the provisions of
  this Agreement; PROVIDED, HOWEVER, that the General Partner shall
  use its best efforts to cause beneficial and record title to such
  assets to be vested in the Partnership as soon as reasonably
  practicable.  All Partnership assets shall be recorded as the
  property of the Partnership in its books and records,
  irrespective of the name in which legal title to such Partnership
  assets is held.
  
                      Section 7.10   RELIANCE BY THIRD PARTIES
  
            Notwithstanding anything to the contrary in this
  Agreement, any Person dealing with the Partnership shall be
  entitled to assume that the General Partner has full power and
  authority to encumber, sell or otherwise use in any manner any
  and all assets of the Partnership and to enter into any contracts
  on behalf of the Partnership, and such Person shall be entitled
  to deal with the General Partner as if it were the Partnership's
  sole party in interest, both legally and beneficially.  Each
  Limited Partner hereby waives any and all defenses or other
  remedies which may be available against such Person to contest,
  negate or disaffirm any action of the General Partner in
  connection with any such dealing.  In no event shall any Person
  dealing with the General Partner or its representatives be
  obligated to ascertain that the terms of this Agreement have been
  complied with or to inquire into the necessity or expedience of
  any act or action of the General Partner or its representatives.
  Each and every certificate, document or other instrument executed
  on behalf of the Partnership by the General Partner or its
  representatives shall be conclusive evidence in favor of any and
  every Person relying thereon or claiming thereunder that (i) at
  the time of the execution and delivery of such certificate,
  document or instrument, this Agreement was in full force and
  effect, (ii) the Person executing and delivering such
  certificate, document or instrument was duly authorized and
  empowered to do so for and on behalf of the Partnership and (iii)
  such certificate, document or instrument was duly executed and
  delivered in accordance with the terms and provisions of this
  Agreement and is binding upon the Partnership.
  
                              ARTICLE 8
             RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
  
                      Section 8.1    LIMITATION OF LIABILITY
  
            The Limited Partners shall have no liability under this
  Agreement except as expressly provided in this Agreement or under
  the Act.
  
                      Section 8.2    MANAGEMENT OF BUSINESS
  
            No Limited Partner or Assignee (other than the General
  Partner, any of its Affiliates or any officer, director,
  employee, partner (other than a Limited Partner), agent or
  trustee of the General Partner, the Partnership or any of their
  Affiliates, in their capacity as such) shall take part in the
  operations, management or control (within the meaning of the Act)
  of the Partnership's business, transact any business in the
  Partnership's name or have the power to sign documents for or
  otherwise bind the Partnership.  The transaction of any such
  business by the General Partner, any of its Affiliates or any
  officer, director, employee, partner (other than a Limited
  Partner), agent or trustee of the General Partner, the
  Partnership or any of their Affiliates, in their capacity as
  such, shall not affect, impair or eliminate the limitations on
  the liability of the Limited Partners or Assignees under this
  Agreement.
  
                      Section 8.3    OUTSIDE ACTIVITIES OF LIMITED
                      PARTNERS
  
            Subject to any agreements entered into by a Limited
  Partner or its Affiliates with the General Partner, Partnership
  or a Subsidiary thereof, any Limited Partner and any officer,
  director, employee, agent, trustee, Affiliate or stockholder of
  any Limited Partner shall be entitled to and may have business
  interests and engage in business activities in addition to those
  relating to the Partnership, including business interests and
  activities in direct competition with the Partnership or that are
  enhanced by the activities of the Partnership.  Neither the
  Partnership nor any Partners shall have any rights by virtue of
  this Agreement in any business ventures, or the income or profits
  derived therefrom, of any Limited Partner or Assignee.  Subject
  to such agreements, none of the Limited Partners nor any other
  Person shall have any rights by virtue of this Agreement or the
  partnership relationship established hereby in any business
  ventures of any other Person, other than the Limited Partners
  benefitting from the business conducted by the General Partner,
  and such Person shall have no obligation pursuant to this
  Agreement to offer any interest in any such business ventures to
  the Partnership, any Limited Partner or any such other Person,
  even if such opportunity is of a character which, if presented to
  the Partnership, any Limited Partner or such other Person, could
  be taken by such other Person.
  
                      Section 8.4    RETURN OF CAPITAL
  
            Except pursuant to the rights of Redemption set forth
  in Section 0, no Limited Partner shall be entitled to the
  withdrawal or return of his or her Capital Contribution, except
  to the extent of distributions made pursuant to this Agreement or
  upon termination of the Partnership as provided herein.  Except
  as otherwise expressly set forth in this Agreement, no Limited
  Partner or Assignee shall have priority over any other Limited
  Partner or Assignee either as to the return of Capital
  Contributions or as to profits, losses, distributions or credits.
  
                      Section 8.5    RIGHTS OF LIMITED PARTNERS
                      RELATING TO THE PARTNERSHIP
  
            (a)  In addition to other rights provided by this
  Agreement or by the Act, and except as limited by Section 8.5(b)
  hereof, each Limited Partner shall have the right, for a purpose
  reasonably related to such Limited Partner's interest as a
  limited partner in the Partnership, upon written demand with a
  statement of the purpose of such demand and at the Partnership's
  expense:
  
                 (i)  to obtain a copy of the most recent annual
  and quarterly reports filed with the Securities and Exchange
  Commission by the Company pursuant to the Securities Exchange
  Act, and each communication sent to the stockholders of the
  Company;
  
                 (ii) to obtain a copy of the Partnership's
  federal, state and local income tax returns for each Partnership
  Year;
  
                 (iii)     to obtain a copy of this Agreement and
  the Certificate and all amendments thereto, together with
  executed copies of all powers of attorney pursuant to which this
  Agreement, the Certificate and all amendments thereto have been
  executed; and
  
                 (iv) to obtain true and full information regarding
  the amount of cash and a description and statement of any other
  property or services contributed by each Partner and which each
  Partner has agreed to contribute in the future, and the date on
  which each became a Partner.
  
            (b)  Notwithstanding any other provision of this
  Section 0, the General Partner may keep confidential from the
  Limited Partners, for such period of time as the General Partner
  determines in its sole and absolute discretion to be reasonable,
  any information that (i) the General Partner believes to be in
  the nature of trade secrets or other information the disclosure
  of which the General Partner in good faith believes is not in the
  best interests of the Partnership or (ii) the Partnership or the
  General Partner is required by law or by agreements with
  unaffiliated third parties to keep confidential.
  
                      Section 8.6    REDEMPTION RIGHTS
  
            (a)  On or after January 1, 2000, each Limited Partner
  shall have the right (subject to the terms and conditions set
  forth herein), but not the obligation, to require the Partnership
  to redeem all or a portion of the Partnership Units held by such
  Limited Partner (such Partnership Units being hereafter referred
  to as "Tendered Units") in exchange for the Cash Amount (a
  "Redemption"); provided that the terms of such Partnership Units
  do not provide that such Partnership Units are not entitled to a
  right of Redemption.  Unless otherwise expressly provided in this
  Agreement or in a separate agreement entered into between the
  Partnership and the holders of such Partnership Units, all
  Partnership Units shall be entitled to a right of Redemption
  hereunder.  Any Redemption shall be exercised pursuant to a
  Notice of Redemption delivered to the General Partner and the
  Company, by the Limited Partner who is exercising the right (the
  "Tendering Partner").  The Cash Amount shall be delivered as a
  certified check payable to the Tendering Partner within ten (10)
  days of the Specified Redemption Date in accordance with the
  instructions set forth in the Notice of Redemption.
  
            (b)  Notwithstanding Section 0 above, if a Limited
  Partner has delivered to the General Partner a Notice of
  Redemption, then the Company may, in its sole and absolute
  discretion (subject to the limitations on ownership and transfer
  of REIT Shares set forth in the Charter), elect to acquire some
  or all of the Tendered Units from the Tendering Partner in
  exchange for the REIT Shares Amount (as of the Specified
  Redemption Date) and, if the Company so elects, the Tendering
  Partner shall sell the Tendered Units to the Company in exchange
  for the REIT Shares Amount.  In such event, the Tendering Partner
  shall have no right to cause the Partnership to redeem such
  Tendered Units.  The Company shall promptly give the General
  Partner and the Tendering Partner written notice of its election,
  and the Tendering Partner may elect by written notice to the
  Partnership to withdraw its redemption request at any time prior
  to the acceptance of the Cash Amount or REIT Shares Amount by
  such Tendering Partner.
  
            (c)  The REIT Shares Amount, if applicable, shall be
  delivered as duly authorized, validly issued, fully paid and
  nonassessable REIT Shares and, if applicable, free of any pledge,
  lien, encumbrance or restriction, other than those provided in
  the Charter, the Bylaws of the Company, the Securities Act,
  relevant state securities or blue sky laws and any applicable
  registration rights agreement with respect to such REIT Shares
  entered into by the Tendering Partner.  The REIT Shares Amount
  shall be registered in the name and otherwise delivered as set
  forth in the Notice of Redemption.  Notwithstanding any delay in
  such delivery (but subject to Section 0), the Tendering Partner
  shall be deemed the owner of such REIT Shares for all purposes,
  including without limitation, rights to vote or consent, and
  receive dividends, as of the Specified Redemption Date.  Each
  Limited Partner covenants and agrees with the General Partner and
  the Company that all Tendered Units shall be delivered to the
  General Partner free and clear of all liens, claims and
  encumbrances whatsoever and should any such liens, claims and/or
  encumbrances exist or arise with respect to such Tendered Units,
  the General Partner and the Company shall be under no obligation
  to acquire the same.  Each Limited Partner further agrees that,
  in the event any state or local property transfer tax is payable
  as a result of the transfer of its Tendered Units, such Limited
  Partner shall assume and pay such transfer tax.  Each Limited
  Partner further agrees that it shall enter into such
  documentation with respect to a Redemption for cash or an
  exchange for REIT Shares as the Partnership, the Company, or the
  General Partner shall reasonably request.
  
            (d)  Each Limited Partner covenants and agrees with the
  General Partner and the Company, as the case may be, that all
  Tendered Units shall be delivered to the General Partner or the
  Company free and clear of all liens, claims and encumbrances
  whatsoever and should any such liens, claims and/or encumbrances
  exist or arise with respect to such Tendered Units, the General
  Partner and the Company shall be under no obligation to acquire
  the same.  Each Limited Partner further agrees that, in the event
  any state or local property transfer tax is payable as a result
  of the transfer of its Tendered Units to the General Partner or
  the Company (or the designee), such Limited Partner shall assume
  and pay such transfer tax.
  
            (e)  Notwithstanding the provisions of Section 0, 0, 0
  or any other provision of this Agreement, a Limited Partner (i)
  shall not be entitled to effect a Redemption for cash or an
  exchange for REIT Shares to the extent the ownership or right to
  acquire REIT Shares pursuant to such exchange by such Partner on
  the Specified Redemption Date would cause such Partner or another
  Person, or, in the opinion of counsel selected by the General
  Partner, may cause such Partner or any other Person, to violate
  the restrictions on ownership and transfer of REIT Shares set
  forth in the Charter and (ii) shall have no rights under this
  Agreement to acquire REIT Shares which would otherwise be
  prohibited under the Charter.  To the extent any attempted
  Redemption or exchange for REIT Shares would be in violation of
  this Section 0, it shall be null and void AB INITIO and such
  Limited Partner shall not acquire any rights or economic interest
  in the cash otherwise payable upon such Redemption or the REIT
  Shares otherwise issuable upon such exchange.
  
            (f)  Notwithstanding anything herein to the contrary
  (but subject to Section 0), with respect to any Redemption or
  exchange for REIT Shares pursuant to this Section 0:
  
                 (i)  All Partnership Units acquired by the General
  Partner pursuant thereto shall automatically, and without further
  action required, be converted into and deemed to be General
  Partner Interests comprised of the same number and class of
  Partnership Units.
  
                 (ii) All Partnership Units acquired by the Company
  shall maintain their status as Limited Partnership Interests of
  the same number and class as the Partnership Units so acquired.
  
                 (iii)     Without the consent of the General
  Partner, each Limited Partner may not effect a Redemption for
  less than 500 Partnership Units or, if the Limited Partner holds
  less than 500 Partnership Units, all of the Partnership Units
  held by such Limited Partner.
  
                 (iv) Without the consent of the General Partner,
  each Limited Partner may not effect a Redemption during the
  period after the Partnership Record Date with respect to a
  distribution and before the record date established by the
  Company for a distribution to its stockholders of some or all of
  its portion of such distribution.
  
                 (v)  The consummation of any Redemption or
  exchange for REIT Shares shall be subject to the expiration or
  termination of the applicable waiting period, if any, under the
  Hart-Scott-Redino Antitrust Improvements Act of 1976, as amended.
  
                 (vi) Each Tendering Partner shall continue to own
  all Partnership Units subject to any Redemption or exchange for
  REIT Shares, and be treated as a Limited Partner with respect to
  such Partnership Units for all purposes of this Agreement, until
  such Partnership Units are transferred to the General Partner or
  the Company, as the case may be, and paid for or exchanged on the
  Specified Redemption Date.  Until a Specified Redemption Date,
  the Tendering Partner shall have no rights as a stockholder of
  the Company with respect to such Tendering Partner's Partnership
  Units.
  
            (g)  In the event that the Partnership issues
  additional Partnership Interests to any Additional Limited
  Partner pursuant to Section 0 hereof, the General Partner shall
  make such revisions to this Section 0 as it determines are
  necessary to reflect the issuance of such additional Partnership
  Interests.
  
            (h)  If, at any time, the General Partner acquires
  material assets (other than on behalf of the Partnership) the
  definition of "REIT Shares Amount" shall be adjusted, as
  reasonably agreed to by the General Partner and a Majority in
  Interest of the Limited Partners, to reflect the relative Fair
  Market Value of a share of capital stock of the General Partner
  relative to the Deemed Partnership Interest Value of the related
  Partnership Unit.
  
            (i)  The Partnership shall notify each Limited Partner
  in writing of any adjustment made in the calculation of the REIT
  Shares Amount within 10 Business Days of the date such change
  becomes effective.
  
                              ARTICLE 9
               BOOKS, RECORDS, ACCOUNTING AND REPORTS
  
                      Section 9.1    RECORDS AND ACCOUNTING
  
            The General Partner shall keep or cause to be kept at
  the principal office of the Partnership appropriate books and
  records with respect to the Partnership's business, including
  without limitation, all books and records necessary to provide to
  the Limited Partners any information, lists and copies of
  documents required to be provided pursuant to Section 0 or 0
  hereof.  Any records maintained by or on behalf of the
  Partnership in the regular course of its business may be kept on,
  or be in the form of, punch cards, magnetic tape, photographs,
  micrographics or any other information storage device, PROVIDED
  THAT the records so maintained are convertible into clearly
  legible written form within a reasonable period of time.  The
  books of the Partnership shall be maintained, for financial and
  tax reporting purposes, on an accrual basis in accordance with
  generally accepted accounting principles.
  
                      Section 9.2    FISCAL YEAR
  
            The fiscal year of the Partnership shall be the
  calendar year.
  
                      Section 9.3    REPORTS
  
            As soon as practicable, but in no event later than 105
  days after the close of each Partnership Year, or such earlier
  date as they are filed with the Securities and Exchange
  Commission, the General Partner shall cause to be mailed to each
  Limited Partner as of the close of the Partnership Year, an
  annual report containing financial statements of the Partnership,
  or of the General Partner if such statements are prepared solely
  on a consolidated basis with the General Partner, for such
  Partnership Year, presented in accordance with generally accepted
  accounting principles, such statements to be audited by a
  nationally recognized firm of independent public accountants
  selected by the General Partner.
  
                             ARTICLE 10
                             TAX MATTERS
  
                      Section 10.1   PREPARATION OF TAX RETURNS
  
            The General Partner shall arrange for the preparation
  and timely filing of all returns of the Partnership and, to the
  extent applicable, Subsidiary Partnership income, gains,
  deductions, losses and other items required of the Partnership
  for federal and state income tax purposes and shall use all
  reasonable efforts to furnish, within 90 days of the close of
  each taxable year, the tax information reasonably required by
  Limited Partners for federal and state income tax reporting
  purposes.
  
                      Section 10.2   TAX ELECTIONS
  
            Except as otherwise provided herein, the General
  Partner shall, in its sole and absolute discretion, determine
  whether to make any available election pursuant to the Code,
  including the election under Section 754 of the Code.  The
  General Partner shall have the right to seek to revoke any such
  election (including without limitation, any election under
  Section 754 of the Code) upon the General Partner's determination
  in its sole and absolute discretion that such revocation is in
  the best interests of the Partners.
  
                      Section 10.3   TAX MATTERS PARTNER
  
            (a)  The General Partner shall be the "tax matters
  partner" of the Partnership for federal income tax purposes.
  Pursuant to Section 6223(c) of the Code, upon receipt of notice
  from the IRS of the beginning of an administrative proceeding
  with respect to the Partnership, the tax matters partner shall
  furnish the IRS with the name, address and profit interest of
  each of the Limited Partners and Assignees; PROVIDED, HOWEVER,
  that such information is provided to the Partnership by the
  Limited Partners and Assignees.
  
            (b)  The tax matters partner is authorized, but not
  required:
  
                 (i)  to enter into any settlement with the IRS
  with respect to any administrative or judicial proceedings for
  the adjustment of Partnership items required to be taken into
  account by a Partner for income tax purposes (such administrative
  proceedings being referred to as a "tax audit" and such judicial
  proceedings being referred to as "judicial review"), and in the
  settlement agreement the tax matters partner may expressly state
  that such agreement shall bind all Partners, except that such
  settlement agreement shall not bind any Partner (i) who (within
  the time prescribed pursuant to the Code and Regulations) files a
  statement with the IRS providing that the tax matters partner
  shall not have the authority to enter into a settlement agreement
  on behalf of such Partner or (ii) who is a "notice partner" (as
  defined in Section 6231 of the Code) or a member of a "notice
  group" (as defined in Section 6223(b)(2) of the Code);
  
                 (ii) in the event that a notice of a final
  administrative adjustment at the Partnership level of any item
  required to be taken into account by a Partner for tax purposes
  (a "final adjustment") is mailed to the tax matters partner, to
  seek judicial review of such final adjustment, including the
  filing of a petition for readjustment with the Tax Court or the
  United States Claims Court, or the filing of a complaint for
  refund with the District Court of the United States for the
  district in which the Partnership's principal place of business
  is located;
  
                 (iii)     to intervene in any action brought by
  any other Partner for judicial review of a final adjustment;
  
                 (iv) to file a request for an administrative
  adjustment with the IRS at any time and, if any part of such
  request is not allowed by the IRS, to file an appropriate
  pleading (petition or complaint) for judicial review with respect
  to such request;
  
                 (v)  to enter into an agreement with the IRS to
  extend the period for assessing any tax which is attributable to
  any item required to be taken into account by a Partner for tax
  purposes, or an item affected by such item; and
  
                 (vi) to take any other action on behalf of the
  Partners of the Partnership in connection with any tax audit or
  judicial review proceeding to the extent permitted by applicable
  law or regulations.
  
            The taking of any action and the incurring of any
  expense by the tax matters partner in connection with any such
  proceeding, except to the extent required by law, is a matter in
  the sole and absolute discretion of the tax matters partner and
  the provisions relating to indemnification of the General Partner
  set forth in Section 0 of this Agreement shall be fully
  applicable to the tax matters partner in its capacity as such.
  
            (c)  The tax matters partner shall receive no
  compensation for its services.  All third party costs and
  expenses incurred by the tax matters partner in performing its
  duties as such (including legal and accounting fees) shall be
  borne by the Partnership.  Nothing herein shall be construed to
  restrict the Partnership from engaging an accounting firm to
  assist the tax matters partner in discharging its duties
  hereunder, so long as the compensation paid by the Partnership
  for such services is reasonable.
  
                      Section 10.4   ORGANIZATIONAL EXPENSES
  
            The Partnership shall elect to deduct expenses, if any,
  incurred by it in organizing the Partnership ratably over a
  60-month period as provided in Section 709 of the Code.
  
                      Section 10.5   WITHHOLDING
  
            Each Limited Partner hereby authorizes the Partnership
  to withhold from or pay on behalf of or with respect to such
  Limited Partner any amount of federal, state, local, or foreign
  taxes that the General Partner determines that the Partnership is
  required to withhold or pay with respect to any amount
  distributable or allocable to such Limited Partner pursuant to
  this Agreement, including, without limitation, any taxes required
  to be withheld or paid by the Partnership pursuant to Section
  1441, 1442, 1445 or 1446 of the Code.  Any amount paid on behalf
  of or with respect to a Limited Partner shall constitute a loan
  by the Partnership to such Limited Partner, which loan shall be
  repaid by such Limited Partner within 15 days after notice from
  the General Partner that such payment must be made unless (i) the
  Partnership withholds such payment from a distribution which
  would otherwise be made to the Limited Partner or (ii) the
  General Partner determines, in its sole and absolute discretion,
  that such payment may be satisfied out of the available funds of
  the Partnership which would, but for such payment, be distributed
  to the Limited Partner.  Any amounts withheld pursuant to the
  foregoing clauses (i) or (ii) shall be treated as having been
  distributed to such Limited Partner.  Each Limited Partner hereby
  unconditionally and irrevocably grants to the Partnership a
  security interest in such Limited Partner's Partnership Interest
  to secure such Limited Partner's obligation to pay to the
  Partnership any amounts required to be paid pursuant to this
  Section 0.  In the event that a Limited Partner fails to pay any
  amounts owed to the Partnership pursuant to this Section 0 when
  due, the General Partner may, in its sole and absolute
  discretion, elect to make the payment to the Partnership on
  behalf of such defaulting Limited Partner, and in such event
  shall be deemed to have loaned such amount to such defaulting
  Limited Partner and shall succeed to all rights and remedies of
  the Partnership as against such defaulting Limited Partner
  (including, without limitation, the right to receive
  distributions and the holding of a security interest in such
  Limited Partner's Partnership Interest).  Any amounts payable by
  a Limited Partner hereunder shall bear interest at the base rate
  on corporate loans at large United States money center commercial
  banks, as published from time to time in the WALL STREET JOURNAL,
  plus two percentage points (but not higher than the maximum
  lawful rate) from the date such amount is due (i.e., 15 days
  after demand) until such amount is paid in full.  Each Limited
  Partner shall take such actions as the Partnership or the General
  Partner shall request in order to perfect or enforce the security
  interest created hereunder.
  
                             ARTICLE 11
                      TRANSFERS AND WITHDRAWALS
  
                      Section 11.1   TRANSFER
  
            (a)  The term "transfer," when used in this Article 0
  with respect to a Partnership Interest, shall be deemed to refer
  to a transaction by which the General Partner purports to assign
  all or any portion of its General Partner Interest to another
  person or by which a Limited Partner purports to assign all or
  any portion of its Limited Partnership Interest to another
  Person, and includes a sale, assignment, gift (outright or in
  trust), pledge, encumbrance, hypothecation, mortgage, exchange or
  any other disposition by law or otherwise.  The term "transfer"
  when used in this Article 0 does not include any Redemption or
  exchange for REIT Shares pursuant to Section 0.  No part of the
  interest of a Limited Partner shall be subject to the claims of
  any creditor, any spouse for alimony or support, or to legal
  process, and may not be voluntarily or involuntarily alienated or
  encumbered except as may be specifically provided for in this
  Agreement.
  
            (b)  No Partnership Interest shall be transferred, in
  whole or in part, except in accordance with the terms and
  conditions set forth in this Article 0.  Any transfer or
  purported transfer of a Partnership Interest not made in
  accordance with this Article 0 shall be null and void.
  
                      Section 11.2   TRANSFER OF GENERAL PARTNER'S
                      PARTNERSHIP INTEREST
  
            (a)  The General Partner shall not withdraw from the
  Partnership and shall not transfer all or any portion of its
  interest in the Partnership (whether by sale, statutory merger or
  consolidation, liquidation or otherwise) without the Consent of
  the Majority in Interest of the Limited Partners, which may be
  given or withheld by each Limited Partner in its sole and
  absolute discretion, and only, in the case of a purported
  transfer of all of the General Partner's General Partner
  Interest, upon the appointment and admission of a successor
  General Partner  pursuant to Section 0 and 0.  Upon any transfer
  of all of the General Partner's General Partner Interest in
  accordance with the provisions of this Section 0, the transferee
  shall become a Substitute General Partner for all purposes
  herein, and shall be vested with the powers and rights of the
  transferor General Partner, and shall be liable for all
  obligations and responsible for all duties of the General
  Partner, once such transferee has executed such instruments as
  may be necessary to effectuate such admission and to confirm the
  agreement of such transferee to be bound by all the terms and
  provisions of this Agreement with respect to the Partnership
  Interest so acquired.  It is a condition to any transfer
  otherwise permitted hereunder that the transferee assumes, by
  operation of law or express agreement, all of the obligations of
  the transferor General Partner under this Agreement with respect
  to such transferred Partnership Interest, and no such transfer
  (other than pursuant to a statutory merger or consolidation
  wherein all obligations and liabilities of the transferor General
  Partner are assumed by a successor corporation by operation of
  law) shall relieve the transferor General Partner of its
  obligations under this Agreement without the Consent of the Super
  Majority Limited Partners, in their reasonable discretion.
  Subject to Section 0, in the event the General Partner withdraws
  from the Partnership, in violation of this Agreement or
  otherwise, or otherwise dissolves or terminates, or upon the
  Incapacity of the General Partner, all of the remaining Partners
  may elect to continue the Partnership business by selecting a
  Substitute General Partner in accordance with the Act.
  
            (b)  Except as otherwise provided in Section 0, the
  General Partner shall not engage in any merger, consolidation or
  other combination with or into another person, sale of all or
  substantially all of its assets or any reclassification,
  recapitalization or change of its outstanding equity interests
  (each, a "Termination Transaction"), unless the Termination
  Transaction has been approved by a Consent of the Partners and in
  connection with which all Limited Partners either will receive,
  or will have the right to elect to receive, for each Partnership
  Unit an amount of cash, securities, or other property equal to
  the product of the REIT Shares Amount and the greatest amount of
  cash, securities or other property paid to a holder of one REIT
  Share in consideration of one REIT Share pursuant to the terms of
  the Termination Transaction; PROVIDED THAT, if, in connection
  with the Termination Transaction, a purchase, tender or exchange
  offer shall have been made to and accepted by the holders of more
  than thirty-three and one-third percent (33 1/3%) of the
  outstanding REIT Shares, each holder of Partnership Units shall
  receive, or shall have the right to elect to receive, the
  greatest amount of cash, securities, or other property which such
  holder would have received had it exercised its right to
  Redemption (as set forth in Section 0) and received REIT Shares
  in exchange for its Partnership Units immediately prior to the
  expiration of such purchase, tender or exchange offer and had
  thereupon accepted such purchase, tender or exchange offer.
  
            (c)  Notwithstanding Section 0, the General Partner may
  merge, or otherwise combine its assets, with another entity if:
  (i) immediately after such merger or other combination,
  substantially all of the assets directly or indirectly owned by
  the surviving entity, other than Partnership Units held by such
  General Partner, are owned directly or indirectly by the
  Partnership or another limited partnership or limited liability
  company which is the survivor of a merger, consolidation or
  combination of assets with the Partnership (in each case, the
  "Surviving Partnership"); (ii) the Limited Partners own a
  percentage interest of the Surviving Partnership based on the
  relative fair market value of the net assets of the Partnership
  (as determined pursuant to Section 0 and the other net assets of
  the Surviving Partnership (as determined pursuant to Section 0)
  immediately prior to the consummation of such transaction; (iii)
  the rights, preferences and privileges of the Limited Partners in
  the Surviving Partnership are at least as favorable as those in
  effect immediately prior to the consummation of such transaction
  and as those applicable to any other limited partners or
  non-managing members of the Surviving Partnership; and (iv) such
  rights of the Limited Partners include the right to exchange
  their interests in the Surviving Partnership for at least one of:
  (a) the consideration available to such Limited Partners pursuant
  to Section 0 or (b) if the ultimate controlling person of the
  Surviving Partnership has publicly traded common equity
  securities, such common equity securities, with an exchange ratio
  based on the relative fair market value of such securities (as
  determined pursuant to Section 0) and the REIT Shares.
  
            (d)  In connection with any transaction permitted by
  Section 0 or Section 0 hereof, the General Partner shall use its
  commercially reasonable efforts to structure such Termination
  Transaction to avoid causing the Limited Partners to recognize
  gain for federal income tax purposes by virtue of the occurrence
  of or their participation in such Termination Transaction.  The
  sole remedy for a breach by the General Partner of this Section 0
  shall be a claim for damages.
  
            (e)  In connection with any transaction permitted by
  Section 0 or 0, the relative fair market values shall be
  reasonably determined by the General Partner as of the time of
  such transaction and, to the extent applicable, shall be no less
  favorable to the Limited Partners than the relative values
  reflected in the terms of such transaction.
  
                      Section 11.3   LIMITED PARTNERS' RIGHTS TO
                      TRANSFER
  
            (a)  Prior to January 1, 2000, no Limited Partner shall
  transfer all or any portion of its Partnership Interest to any
  transferee without the consent of the General Partner, which
  consent is to be exercised by its Independent Trust Managers and
  may be withheld in its sole and absolute discretion; PROVIDED,
  HOWEVER, that any Limited Partner may, at any time, without the
  consent of the General Partner, (i) transfer all or any portion
  of its Partnership Interest to the General Partner, (ii) transfer
  all or any portion of its Partnership Interest to an Affiliate of
  such Limited Partner, another original Limited Partner or to an
  Immediate Family member, subject to the provisions of Section 0,
  (iii) transfer all or any portion of its Partnership Interest to
  a trust for the benefit of a charitable beneficiary or to a
  charitable foundation, subject to the provisions of Section 0,
  and (iv) subject to the provisions of Section 0, pledge (a
  "Pledge") all or any portion of its Partnership Interest to a
  lending institution, which is not an Affiliate of such Limited
  Partner, as collateral or security for a bona fide loan or other
  extension of credit, and transfer such pledged Partnership
  Interest to such lending institution in connection with the
  exercise of remedies under such loan or extension or credit, and
  the transfer of such pledged Partnership Interest by the lender
  to any transferee.  Each Limited Partner or Assignee (resulting
  from a transfer made pursuant to clauses (i)-(iv) of the proviso
  of the preceding sentence) shall have the right to transfer all
  or any portion of its Partnership Interest, subject to the
  satisfaction of each of the following conditions (in addition to
  the right of each such Limited Partner or Assignee to continue to
  make any such transfer permitted by clauses (i)-(iv) of such
  proviso without satisfying either of the following conditions):
  
                 (i)  GENERAL PARTNER RIGHT OF FIRST REFUSAL.  The
  transferring Partner shall give written notice of the proposed
  transfer to the General Partner, which notice shall state (i) the
  identity of the proposed transferee, and (ii) the amount and type
  of consideration proposed to be received for the transferred
  Partnership Units.  The General Partner shall have ten (10) days
  upon which to give the transferring Partner notice of its
  election to acquire the Partnership Units on the proposed terms.
  If it so elects, it shall purchase the Partnership Units on such
  terms within ten (10) days after giving notice of such election.
  If it does not so elect, the transferring Partner may transfer
  such Partnership Units to such third party, on economic terms no
  more favorable to the transferee than the proposed terms, subject
  to the other conditions of this Section 0, for a period of ninety
  (90) days, after which such transfer shall again be subject to
  compliance herewith.
  
                 (ii) QUALIFIED TRANSFEREE.  Any transfer of a
  Partnership Interest shall be made only to Qualified Transferees.
  It is a condition to any transfer otherwise permitted hereunder
  that the transferee assumes by operation of law or express
  agreement all of the obligations of the transferor Limited
  Partner under this Agreement with respect to such transferred
  Partnership Interest and no such transfer (other than pursuant to
  a statutory merger or consolidation wherein all obligations and
  liabilities of the transferor Partner are assumed by a successor
  corporation by operation of law) shall relieve the transferor
  Partner of its obligations under this Agreement without the
  approval of the General Partner, in its reasonable discretion.
  Notwithstanding the foregoing, any transferee of any transferred
  Partnership Interest shall be subject to any and all ownership
  limitations contained in the Charter and the representations in
  Section 0.  Any transferee, whether or not admitted as a
  Substituted Limited Partner, shall take subject to the
  obligations of the transferor hereunder.  Unless admitted as a
  Substituted Limited Partner, no transferee, whether by a
  voluntary transfer, by operation of law or otherwise, shall have
  rights hereunder, other than the rights of an Assignee as
  provided in Section 0.
  
            (b)  If a Limited Partner is subject to Incapacity, the
  executor, administrator, trustee, committee, guardian,
  conservator, or receiver of such Limited Partner's estate shall
  have all the rights of a Limited Partner, but not more rights
  than those enjoyed by other Limited Partners, for the purpose of
  settling or managing the estate, and such power as the
  Incapacitated Limited Partner possessed to transfer all or any
  part of his or its interest in the Partnership.  The Incapacity
  of a Limited Partner, in and of itself, shall not dissolve or
  terminate the Partnership.
  
            (c)  The General Partner may prohibit any transfer
  otherwise permitted under Section 0 by a Limited Partner of such
  Limited Partner's Partnership Units if, in the opinion of legal
  counsel to the Partnership, such transfer would require the
  filing of a registration statement under the Securities Act by
  the Partnership or would otherwise violate any federal or state
  securities laws or regulations applicable to the Partnership or
  the Partnership Units.
  
            (d)  No transfer by a Limited Partner of such Limited
  Partner's Partnership Units (including any Redemption or exchange
  for REIT Shares pursuant to Section 0) may be made to any person
  if (i) in the opinion of legal counsel for the Partnership, it
  would result in the Partnership being treated as an association
  taxable as a corporation, or (ii) such transfer is effectuated
  through an "established securities market" or a "secondary market
  (or the substantial equivalent thereof)" within the meaning of
  Section 7704 of the Code.
  
            (e)  No transfer of any Partnership Units may be made
  to a lender to the Partnership or any Person who is related
  (within the meaning of Section 1.752-4(b) of the Regulations) to
  any lender to the Partnership whose loan constitutes a
  Nonrecourse Liability, without the consent of the General
  Partner, in its sole and absolute discretion; PROVIDED THAT, as a
  condition to such consent, the lender will be required to enter
  into an arrangement with the Partnership and the General Partner
  to redeem or exchange for the REIT Shares Amount any Partnership
  Units in which a security interest is held simultaneously with
  the time at which such lender would be deemed to be a partner in
  the Partnership for purposes of allocating liabilities to such
  lender under Section 752 of the Code.
  
            (f)  In addition to any other restrictions on transfer
  contained in this Agreement, in no event may any transfer of any
  Partnership Units by any Partner be made if such transfer would
  cause, or in the opinion of counsel selected by the General
  Partner, could cause (i) the Partnership to become, with respect
  to any employee benefit plan subject to Title I of ERISA or
  Section 4975 of the Code, a "party-in-interest" (as defined in
  Section 3(14) of ERISA) or a "disqualified person" (as defined in
  Section 4975(c) of the Code); or (ii) any portion of the assets
  of the Partnership to constitute assets of any employee benefit
  plan pursuant to Section 2510.3-101 of the regulations of the
  United States Department of Labor.
  
                      Section 11.4   SUBSTITUTED LIMITED PARTNERS
  
            (a)  No Limited Partner shall have the right to
  substitute a transferee as a Limited Partner in such Limited
  Partner's place (including any transferee permitted by Section
  0).  The General Partner shall, however, have the right to
  consent to the admission of a transferee permitted under Section
  0 of the interest of a Limited Partner as a Substituted Limited
  Partner pursuant to this Section 0, which consent may be given or
  withheld by the General Partner in its sole and absolute
  discretion.  The General Partner's failure or refusal to permit a
  transferee of any such interests to become a Substituted Limited
  Partner shall not give rise to any cause of action against the
  Partnership or any Partner.
  
            (b)  A transferee who has been admitted as a
  Substituted Limited Partner in accordance with this Article 0
  shall have all the rights and powers and be subject to all the
  restrictions and liabilities of a Limited Partner under this
  Agreement.  The admission of any transferee as a Substituted
  Limited Partner shall be subject to the transferee executing and
  delivering to the Partnership an acceptance of all of the terms
  and conditions of this Agreement (including, without limitation,
  the provisions of Section 0 and such other documents or
  instruments as may be required in the discretion of the General
  Partner to effect the admission, each in form and substance
  satisfactory to the General Partner) and the acknowledgment by
  such transferee that each of the representations and warranties
  set forth in Section 0 hereof are true and correct with respect
  to such transferee as of the date of the transfer of the
  Partnership Interest to such transferee.
  
            (c)  Upon the admission of a Substituted Limited
  Partner, the General Partner shall amend Exhibit 0 to reflect the
  name, address, number of Partnership Units, and Percentage
  Interest of such Substituted Limited Partner and to eliminate or
  adjust, if necessary, the name, address and interest of the
  predecessor of such Substituted Limited Partner.
  
                      Section 11.5   ASSIGNEES
  
            If the General Partner, in its sole and absolute
  discretion, does not consent to the admission of any permitted
  transferee under Section 0 as a Substituted Limited Partner, as
  described in Section 0, such transferee shall be considered an
  Assignee for purposes of this Agreement.  An Assignee shall be
  entitled to all the rights of an assignee of a limited
  partnership interest under the Act, including the right to
  receive distributions from the Partnership and the share of Net
  Income, Net Losses, gain and loss attributable to the Partnership
  Units assigned to such transferee, the rights to transfer the
  Partnership Units provided in this Article 0, and the right of
  Redemption provided in Section 0, but shall not be deemed to be a
  holder of Partnership Units for any other purpose under this
  Agreement, and shall not be entitled to effect a Consent with
  respect to such Partnership Units on any matter presented to the
  Limited Partners for approval (such Consent remaining with the
  transferor Limited Partner).  In the event any such transferee
  desires to make a further assignment of any such Partnership
  Units, such transferee shall be subject to all the provisions of
  this Article 0 to the same extent and in the same manner as any
  Limited Partner desiring to make an assignment of Partnership
  Units.
  
                      Section 11.6   GENERAL PROVISIONS
  
            (a)  No Limited Partner may withdraw from the
  Partnership other than as a result of (i) a permitted transfer of
  all of such Limited Partner's Partnership Units in accordance
  with this Article 0 and the transferee(s) of such Units being
  admitted to the Partnership as a Substituted Limited Partner or
  (ii) pursuant to a Redemption or exchange for REIT Shares of all
  of such Limited Partner's Partnership Units under Section 0.
  
            (b)  Any Limited Partner who shall transfer all of such
  Limited Partner's Partnership Units in a transfer permitted
  pursuant to this Article 0 where such transferee was admitted as
  a Substituted Limited Partner or pursuant to a Redemption or
  exchange for REIT Shares of all of such Limited Partner's
  Partnership Units under Section 0 shall cease to be a Limited
  Partner.
  
            (c)  Transfers pursuant to this Article 0 may only be
  made on the first day of a fiscal quarter of the Partnership,
  unless the General Partner otherwise agrees.
  
            (d)  If any Partnership Interest is transferred or
  assigned during any quarterly segment of the Partnership's fiscal
  year in compliance with the provisions of this Article 0 or
  transferred or redeemed pursuant to Section 0, on any day other
  than the first day of a Partnership Year, then Net Income, Net
  Losses, each item thereof and all other items attributable to
  such Partnership Interest for such fiscal year shall be divided
  and allocated between the transferor Partner and the transferee
  Partner by taking into account their varying interests during the
  fiscal year in accordance with Section 706(d) of the Code, using
  the pro-ration of items method.  Except as otherwise required by
  Section 706(d) of the Code, solely for purposes of making such
  allocations, each of such items for the calendar quarter in which
  the transfer, assignment or redemption occurs shall be allocated
  to the Person who is a Partner as of midnight on the Partnership
  Record Date and none of such items for the calendar quarter in
  which a redemption occurs will be allocated to the redeeming
  Partner.  All distributions of Available Cash with respect to
  which the Partnership Record Date is before the date of such
  transfer, assignment or redemption shall be made to the
  transferor Partner, and all distributions of Available Cash
  thereafter, in the case of a transfer or assignment other than a
  redemption, shall be made to the transferee Partner.
  
            (e)  In addition to any other restrictions on transfer
  herein contained, including without limitation the provisions of
  this Article 0, in no event may any transfer or assignment of a
  Partnership Interest by any Partner (including by way of a
  Redemption) be made (i) to any person or entity who lacks the
  legal right, power or capacity to own a Partnership Interest;
  (ii) in violation of applicable law; (iii) of any component
  portion of a Partnership Interest, such as the Capital Account,
  or rights to distributions, separate and apart from all other
  components of a Partnership Interest; (iv) if in the opinion of
  legal counsel to the Partnership such transfer would cause a
  termination of the Partnership for federal or state income tax
  purposes (except as a result of the Redemption or exchange for
  REIT Shares of all Partnership Units held by all Limited Partners
  or pursuant to a Termination Transaction expressly permitted
  under Section 0); (v) if in the opinion of counsel to the
  Partnership such transfer would cause the Partnership to cease to
  be classified as a partnership for federal or state income tax
  purposes (except as a result of the Redemption or exchange for
  REIT Shares of all Partnership Units held by all Limited
  Partners); (vi) if such transfer requires the registration of
  such Partnership Interest pursuant to any applicable federal or
  state securities laws; (vii) if such transfer is effectuated
  through an "established securities market" or a "secondary
  market" (or the substantial equivalent thereof) within the
  meaning of Section 7704 of the Code or such transfer causes the
  Partnership to become a "Publicly Traded Partnership," as such
  term is defined in Sections 469(k)(2) or 7704(b) of the Code;
  (viii) if such transfer subjects the Partnership to be regulated
  under the Investment Company Act of 1940, the Investment Advisors
  Act of 1940 or the Employee Retirement Income Security Act of
  1974, each as amended; (ix) if the transferee or assignee of such
  Partnership Interest is unable to make the representations set
  forth in Section 0 or such transfer could otherwise adversely
  affect the ability of the Company to remain qualified as a REIT;
  or (x) if in the opinion of legal counsel for the Partnership
  such transfer would adversely affect the ability of the Company
  to continue to qualify as a REIT or subject the Company to any
  additional taxes under Section 857 or Section 4981 of the Code.
  
            (f)  The General Partner shall monitor the transfers of
  interests in the Partnership to determine (i) if such interests
  are being traded on an "established securities market" or a
  "secondary market (or the substantial equivalent thereof)" within
  the meaning of Section 7704 of the Code, and (ii) whether
  additional transfers of interests would result in the Partnership
  being unable to qualify for at least one of the "safe harbors"
  set forth in regulations Section 1.7704-1 (or such other guidance
  subsequently published by the IRS setting forth safe harbors
  under which interests will not be treated as "readily tradable on
  a secondary market (or the substantial equivalent thereof)"
  within the meaning of Section 7704 of the Code) (the "Safe
  Harbors").  The General Partner shall take all steps reasonably
  necessary or appropriate to prevent any trading of interests or
  any recognition by the Partnership of transfers made on such
  markets and, except as otherwise provided herein, to insure that
  at least one of the Safe Harbors is met.
  
                             ARTICLE 12
                        ADMISSION OF PARTNERS
  
                      Section 12.1   ADMISSION OF SUCCESSOR GENERAL
                      PARTNER
  
            A successor to all of the General Partner's General
  Partner Interest pursuant to Section 0 hereof who is proposed to
  be admitted as a successor General Partner shall be admitted to
  the Partnership as the General Partner, effective upon such
  transfer.  Any such transferee shall carry on the business of the
  Partnership without dissolution.  In each case, the admission
  shall be subject to the successor General Partner executing and
  delivering to the Partnership an acceptance of all of the terms
  and conditions of this Agreement and such other documents or
  instruments as may be required to effect the admission.  In the
  case of such admission on any day other than the first day of a
  Partnership Year, all items attributable to the General Partner's
  Partnership Interest for such Partnership Year shall be allocated
  between the transferring General Partner and such successor as
  provided in Article 0 hereof.
  
                      Section 12.2   ADMISSION OF ADDITIONAL
                      LIMITED PARTNERS
  
            (a)  After the admission to the Partnership of the
  Limited Partner on the date hereof, a Person who makes a Capital
  Contribution to the Partnership in accordance with this Agreement
  shall be admitted to the Partnership as an Additional Limited
  Partner only upon furnishing to the General Partner (i) evidence
  of acceptance in form satisfactory to the General Partner of all
  of the terms and conditions of this Agreement, including, without
  limitation, the power of attorney granted in Section 0 hereof and
  (ii) such other documents or instruments as may be required in
  the discretion of the General Partner in order to effect such
  Person's admission as an Additional Limited Partner.
  
            (b)  Notwithstanding anything to the contrary in this
  Section 0, no Person shall be admitted as an Additional Limited
  Partner without the consent of the General Partner, which consent
  may be given or withheld in the General Partner's sole and
  absolute discretion.  The admission of any Person as an
  Additional Limited Partner shall become effective on the date
  upon which the name of such Person is recorded on the books and
  records of the Partnership, following the receipt of the Capital
  Contribution in respect of such Limited Partner, the documents
  and instruments described in Section 0 and the consent of the
  General Partner to such admission.  If any Additional Limited
  Partner is admitted to the Partnership on any day other than the
  first day of a Partnership Year, then Net Income, Net Losses,
  each item thereof and all other items allocable among Partners
  and Assignees for such Partnership Year shall be allocated among
  such Additional Limited Partner and all other Partners and
  Assignees by taking into account their varying interests during
  the Partnership Year in accordance with Section 706(d) of the
  Code, using the interim closing of the books method unless the
  General Partner, in its sole and absolute discretion, elects to
  adopt another reasonable method permitted by law.  Solely for
  purposes of making such allocations, each of such items for the
  calendar month in which an admission of an Additional Limited
  Partner occurs shall be allocated among all the Partners and
  Assignees including such Additional Limited Partner.  All
  distributions of Available Cash with respect to which the
  Partnership Record Date is before the date of such admission
  shall be made solely to Partners and Assignees other than the
  Additional Limited Partner (other than in its capacity as an
  Assignee) and, except as otherwise agreed to by the Additional
  Limited Partners and the General Partner, all distributions of
  Available Cash thereafter shall be made to all Partners and
  Assignees including such Additional Limited Partner.
  
                      Section 12.3   AMENDMENT OF AGREEMENT AND
                      CERTIFICATE OF LIMITED PARTNERSHIP
  
            For the admission to the Partnership of any Partner,
  the General Partner shall take all steps necessary and
  appropriate under the Act to amend the records of the Partnership
  and, if necessary, to prepare as soon as practical an amendment
  of this Agreement (including an amendment of Exhibit 0) and, if
  required by law, shall prepare and file an amendment to the
  Certificate and may for this purpose exercise the power of
  attorney granted pursuant to Section 0 hereof.
  
                             ARTICLE 13
                     DISSOLUTION AND LIQUIDATION
  
                      Section 13.1   DISSOLUTION
  
            The Partnership shall not be dissolved by the admission
  of Substituted Limited Partners or Additional Limited Partners or
  by the admission of a successor General Partner in accordance
  with the terms of this Agreement.  Upon the withdrawal of the
  General Partner, any successor General Partner (selected as
  described in Section 0 below) shall continue the business of the
  Partnership.  The Partnership shall dissolve, and its affairs
  shall be wound up, upon the first to occur of any of the
  following ("Liquidating Events"):
  
            (a)  the expiration of its term as provided in Section
  0 hereof;
  
            (b)  an event of withdrawal of the General Partner, as
  defined in the Act, unless, within 90 days after the withdrawal,
  all of the remaining Partners agree in writing, in their sole and
  absolute discretion, to continue the business of the Partnership
  and to the appointment, effective as of the date of withdrawal,
  of a successor General Partner;
  
            (c)  an election to dissolve the Partnership made by
  the General Partner;
  
            (d)  entry of a decree of judicial dissolution of the
  Partnership pursuant to the provisions of the Act;
  
            (e)  the sale of all or substantially all of the assets
  and properties of the Partnership for cash or marketable
  securities;
  
            (f)  the Incapacity of the General Partner, unless all
  of the remaining Partners in their sole and absolute discretion
  agree in writing to continue the business of the Partnership and
  to the appointment, effective as of a date prior to the date of
  such Incapacity, of a substitute General Partner; or
  
            (g)  the Redemption or exchange for REIT Shares of all
  Partnership Units (other than those of the General Partner).
  
                      Section 13.2   WINDING UP
  
            (a)  Upon the occurrence of a Liquidating Event, the
  Partnership shall continue solely for the purposes of winding up
  its affairs in an orderly manner, liquidating its assets, and
  satisfying the claims of its creditors and Partners.  No Partner
  shall take any action that is inconsistent with, or not necessary
  to or appropriate for, the winding up of the Partnership's
  business and affairs.  The General Partner (or, in the event
  there is no remaining General Partner, any Person elected by a
  Majority in Interest of the Limited Partners) (the "Liquidator")
  shall be responsible for overseeing the winding up and
  dissolution of the Partnership and shall take full account of the
  Partnership's liabilities and assets and the Partnership property
  shall be liquidated as promptly as is consistent with obtaining
  the fair value thereof, and the proceeds therefrom (which may, to
  the extent determined by the General Partner, include shares of
  stock of the General Partner) shall be applied and distributed in
  the following order:
  
                 (i)  First, to the payment and discharge of all of
  the Partnership's debts and liabilities to creditors other than
  the Partners;
  
                 (ii) Second, to the payment and discharge of all
  of the Partnership's debts and liabilities to the General
  Partner;
  
                 (iii)     Third, to the payment and discharge of
  all of the Partnership's debts and liabilities to the other
  Partners; and
  
                 (iv) The balance, if any, to the General Partner
  and Limited Partners in accordance with their positive Capital
  Account balances, determined after taking into account all
  Capital Account adjustments for the Partnership taxable year
  during which the liquidation occurs (other than those made as a
  result of the liquidating distribution set forth in this Section
  0).
  
            The General Partner shall not receive any additional
  compensation for any services performed pursuant to this Article
  0 other than reimbursement of its expenses as provided in Section
  0.
  
            (b)  Notwithstanding the provisions of Section 0
  hereof, but subject to the order of priorities set forth therein,
  if prior to or upon dissolution of the Partnership the Liquidator
  determines that an immediate sale of part or all of the
  Partnership's assets would be impractical or would cause undue
  loss to the Partners, the Liquidator may, in its sole and
  absolute discretion, defer for a reasonable time the liquidation
  of any assets except those necessary to satisfy liabilities of
  the Partnership (including to those Partners as creditors) and/or
  distribute to the Partners, in lieu of cash, as tenants in common
  and in accordance with the provisions of Section 0 hereof,
  undivided interests in such Partnership assets as the Liquidator
  deems not suitable for liquidation.  Any such distributions in
  kind shall be made only if, in the good faith judgment of the
  Liquidator, such distributions in kind are in the best interest
  of the Partners, and shall be subject to such conditions relating
  to the disposition and management of such properties as the
  Liquidator deems reasonable and equitable and to any agreements
  governing the operation of such properties at such time.  The
  Liquidator shall determine the fair market value of any property
  distributed in kind using such reasonable method of valuation as
  it may adopt.
  
                      Section 13.3   COMPLIANCE WITH TIMING
                      REQUIREMENTS OF REGULATIONS
  
            In the event the Partnership is "liquidated" within the
  meaning of Regulations Section 1.704-1(b)(2)(ii)(g),
  distributions shall be made pursuant to this Article 0 to the
  General Partner and Limited Partners who have positive Capital
  Accounts in compliance with Regulations Section
  1.704-1(b)(2)(ii)(b)(2).  If any Partner has a deficit balance in
  his or her Capital Account (after giving effect to all
  contributions, distributions and allocations for the taxable
  years, including the year during which such liquidation occurs),
  such Partner shall have no obligation to make any contribution to
  the capital of the Partnership with respect to such deficit, and
  such deficit shall not be considered a debt owed to the
  Partnership or to any other Person for any purpose whatsoever.
  In the discretion of the Liquidator, a pro rata portion of the
  distributions that would otherwise be made to the General Partner
  and Limited Partners pursuant to this Article 0 may be:
  
            (a)  distributed to a trust established for the benefit
  of the Partners for the purposes of liquidating Partnership
  assets, collecting amounts owed to the Partnership, and paying
  any contingent or unforeseen liabilities or obligations of the
  Partnership or of the General Partner arising out of or in
  connection with the Partnership.  The assets of any such trust
  shall be distributed to the Partners from time to time, in the
  reasonable discretion of the Liquidator, in the same proportions
  and the amount distributed to such trust by the Partnership would
  otherwise have been distributed to the General Partner and
  Limited Partners pursuant to this Agreement; or
  
            (b)  withheld to provide a reasonable reserve for
  Partnership liabilities (contingent or otherwise) and to reflect
  the unrealized portion of any installment obligations owed to the
  Partnership, PROVIDED THAT when the Liquidator determines that
  the withheld amounts are no longer appropriate such withheld
  amounts shall be distributed to the Partners as soon as
  practicable in the manner and order of priority set forth in
  Section 0.
  
                      Section 13.4   RIGHTS OF LIMITED PARTNERS
  
            Except as otherwise provided in this Agreement, each
  Limited Partner shall look solely to the assets of the
  Partnership for the return of such Limited Partner's Capital
  Contribution and shall have no right or power to demand or
  receive property from the General Partner.  Except as otherwise
  provided in this Agreement, no Limited Partner shall have
  priority over any other Limited Partner as to the return of his
  Capital Contributions, distributions or allocations.
  
                      Section 13.5   NOTICE OF DISSOLUTION
  
            In the event a Liquidating Event occurs or an event
  occurs that would, but for provisions of Section 0, result in a
  dissolution of the Partnership, the General Partner shall, within
  30 days thereafter, provide written notice thereof to each of the
  Partners and to all other parties with whom the Partnership
  regularly conducts business (as determined in the discretion of
  the General Partner) and shall publish notice thereof in a
  newspaper of general circulation in each place in which the
  Partnership regularly conducts business (as determined in the
  discretion of the General Partner).
  
                      Section 13.6   CANCELLATION OF CERTIFICATE OF
                      LIMITED PARTNERSHIP
  
            Upon the completion of the liquidation of the
  Partnership cash and property as provided in Section 0 hereof,
  the Partnership shall be terminated and the Certificate and all
  qualifications of the Partnership as a foreign limited
  partnership in jurisdictions other than the State of Delaware
  shall be canceled and such other actions as may be necessary to
  terminate the Partnership shall be taken.
  
                      Section 13.7   REASONABLE TIME FOR WINDING UP
  
            A reasonable time shall be allowed for the orderly
  winding up of the business and affairs of the Partnership and the
  liquidation of its assets pursuant to Section 0 hereof, in order
  to minimize any losses otherwise attendant upon such winding up,
  and the provisions of this Agreement shall remain in effect
  between the Partners during the period of liquidation.
  
                      Section 13.8   WAIVER OF PARTITION
  
            Each Partner hereby waives any right to partition of
  the Partnership property.
  
                             ARTICLE 14
            AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS
  
                      Section 14.1   AMENDMENTS
  
            (a)  The actions requiring consent or approval of the
  Partners or of the Limited Partners pursuant to this Agreement,
  including Section 0, or otherwise pursuant to applicable law, are
  subject to the procedures in this Article 0.
  
            (b)  Amendments to this Agreement requiring the consent
  or approval of Limited Partners may be proposed by the General
  Partner or by Limited Partners who hold 25% or more of the
  Partnership Interests held by Limited Partners.  Following such
  proposal, the General Partner shall submit any proposed amendment
  to the Partners or the Limited Partners, as applicable.  The
  General Partner shall seek the written consent or approval of the
  Partners or Limited Partners on the proposed amendment or shall
  call a meeting to vote thereon and to transact any other business
  that it may deem appropriate.  For purposes of obtaining a
  written consent, the General Partner may require a response
  within a reasonable specified time, but not less than 15 days,
  and failure to respond in such time period shall constitute a
  consent which is consistent with the General Partner's
  recommendation (if so recommended) with respect to the proposal;
  PROVIDED THAT, an action shall become effective at such time as
  requisite consents are received even if prior to such specified
  time.
  
                      Section 14.2   ACTION BY THE PARTNERS
  
            (a)  Meetings of the Partners may be called by the
  General Partner and shall be called upon the receipt by the
  General Partner of a written request by Limited Partners holding
  twenty-five percent (25%) or more of the Partnership Interests
  held by Limited Partners.  The call shall state the nature of the
  business to be transacted.  Notice of any such meeting shall be
  given to all Partners not less than seven days nor more than 30
  days prior to the date of such meeting.  Partners may vote in
  person or by proxy at such meeting.  Whenever the vote or consent
  of the Limited Partners or of the Partners is permitted or
  required under this Agreement, such vote or Consent may be given
  at a meeting of Partners or may be given in accordance with the
  procedure prescribed in Section 0 hereof.
  
            (b)  Any action required or permitted to be taken at a
  meeting of the Partners may be taken without a meeting if a
  written consent setting forth the action so taken is signed by
  the percentage as is expressly required by this Agreement for the
  action in question.  Such consent may be in one instrument or in
  several instruments, and shall have the same force and effect as
  a vote of the Percentage Interests of the Partners (expressly
  required by this Agreement).  Such consent shall be filed with
  the General Partner.  An action so taken shall be deemed to have
  been taken at a meeting held on the effective date so certified.
  
            (c)  Each Limited Partner may authorize any Person or
  Persons to act for him by proxy on all matters in which a Limited
  Partner is entitled to participate, including waiving notice of
  any meeting, or voting or participating at a meeting.  Every
  proxy must be signed by the Limited Partner or his
  attorney-in-fact.  No proxy shall be valid after the expiration
  of 11 months from the date thereof unless otherwise provided in
  the proxy.  Every proxy shall be revocable at the pleasure of the
  Limited Partner executing it.
  
            (d)  Each meeting of Partners shall be conducted by the
  General Partner or
  such other Person as the General Partner may appoint pursuant to
  such rules for the conduct of the meeting as the General Partner
  or such other Person deems appropriate.
  
                             ARTICLE 15
                         GENERAL PROVISIONS
  
                      Section 15.1   ADDRESSES AND NOTICE
  
            Any notice, demand, request or report required or
  permitted to be given or made to a Partner or Assignee under this
  Agreement shall be in writing and shall be deemed given or made
  when delivered in person or when sent by certified first-class
  United States mail, nationally recognized overnight delivery
  service or facsimile transmission to the Partner or Assignee at
  the address set forth in Exhibit 0 or such other address as the
  Partners shall notify the General Partner in writing.
  
                      Section 15.2   TITLES AND CAPTIONS
  
            All article or Section titles or captions in this
  Agreement are for convenience only.  They shall not be deemed
  part of this Agreement and in no way define, limit, extend or
  describe the scope or intent of any provisions hereof.  Except as
  specifically provided otherwise, references to "Articles" and
  "Sections" are to Articles and Sections of this Agreement.
  
                      Section 15.3   PRONOUNS AND PLURALS
  
            Whenever the context may require, any pronoun used in
  this Agreement shall include the corresponding masculine,
  feminine or neuter forms, and the singular form of nouns,
  pronouns and verbs shall include the plural and vice versa.
  
                      Section 15.4   FURTHER ACTION
  
            The parties shall execute and deliver all documents,
  provide all information and take or refrain from taking action as
  may be necessary or appropriate to achieve the purposes of this
  Agreement.
  
                      Section 15.5   BINDING EFFECT
  
            This Agreement shall be binding upon and inure to the
  benefit of the parties hereto and their heirs, executors,
  administrators, successors, legal representatives and permitted
  assigns.
  
                      Section 15.6   CREDITORS
  
            Other than as expressly set forth herein with respect
  to Indemnitees, none of the provisions of this Agreement shall be
  for the benefit of, or shall be enforceable by, any creditor of
  the Partnership.
  
                      Section 15.7   WAIVER
  
            No failure or delay by any party to insist upon the
  strict performance of any covenant, duty, agreement or condition
  of this Agreement or to exercise any right or remedy consequent
  upon any breach thereof shall constitute waiver of any such
  breach or any other covenant, duty, agreement or condition.
  
                      Section 15.8   COUNTERPARTS
  
            This Agreement may be executed in counterparts, all of
  which together shall constitute one agreement binding on all the
  parties hereto, notwithstanding that all such parties are not
  signatories to the original or the same counterpart.  Each party
  shall become bound by this Agreement immediately upon affixing
  its signature hereto.
  
                      Section 15.9   APPLICABLE LAW
  
            This Agreement shall be construed in accordance with
  and governed by the laws of the State of Delaware, without regard
  to the principles of conflicts of law.
  
                      Section 15.10  INVALIDITY OF PROVISIONS
  
            If any provision of this Agreement is or becomes
  invalid, illegal or unenforceable in any respect, the validity,
  legality and enforceability of the remaining provisions contained
  herein shall not be affected thereby.
  
                      Section 15.11  LIMITATION TO PRESERVE REIT
                      STATUS
  
            To the extent that any amount paid or credited to the
  General Partner or its officers, directors, employees or agents
  pursuant to Section 0 or Section 0 would constitute gross income
  to the Company for purposes of Sections 856(c)(2) or 856(c)(3) of
  the Code (a "General Partner Payment") then, notwithstanding any
  other provision of this Agreement, the amount of such General
  Partner Payments for any fiscal year shall not exceed the lesser
  of:
  
            (a)  an amount equal to the excess, if any, of (a)
  5.00% of the General Partner's total gross income (but not
  including the amount of any General Partner Payments) for the
  fiscal year which is described in subsections (A) through (H) of
  Section 856(c)(2) of the Code over (b) the amount of gross income
  (within the meaning of Section 856(c)(2) of the Code) derived by
  the General Partner from sources other than those described in
  subsections (A) through (H) of Section 856(c)(2) of the Code (but
  not including the amount of any General Partner Payments); or
  
            (b)  an amount equal to the excess, if any, of (a) 25%
  of the General Partner's total gross income (but not including
  the amount of any General Partner Payments) for the fiscal year
  which is described in subsections (A) through (I) of Section
  856(c)(3) of the Code over (b) the amount of gross income (within
  the meaning of Section 856(c)(3) of the Code) derived by the
  General Partner from sources other than those described in
  subsections (A) through (I) of Section 856(c)(3) of the Code (but
  not including the amount of any General Partner Payments);
  PROVIDED, HOWEVER, that General Partner Payments in excess of the
  amounts set forth in subparagraphs (i) and (ii) above may be made
  if the General Partner, as a condition precedent, obtains an
  opinion of tax counsel that the receipt of such excess amounts
  would not adversely affect the Company's ability to qualify as a
  REIT.  To the extent General Partner Payments may not be made in
  a year due to the foregoing limitations, such General Partner
  Payments shall carry over and be treated as arising in the
  following year, PROVIDED, HOWEVER, that such amounts shall not
  carry over for more than five years, and if not paid within such
  five-year period, shall expire; PROVIDED FURTHER, that (i) as
  General Partner Payments are made, such payments shall be applied
  first to carryover amounts outstanding, if any, and (ii) with
  respect to carryover amounts for more than one Partnership Year,
  such payments shall be applied to the earliest Partnership Year
  first.
  
                      Section 15.12  ENTIRE AGREEMENT
  
            This Agreement contains the entire understanding and
  agreement among the Partners with respect to the subject matter
  hereof and supersedes any other prior written or oral
  understandings or agreements among them with respect thereto.
  
                      Section 15.13  NO RIGHTS AS STOCKHOLDERS
  
            Nothing contained in this Agreement shall be construed
  as conferring upon the holders of Partnership Units any rights
  whatsoever as stockholders of the Company including without
  limitation any right to receive dividends or other distributions
  made to stockholders of the Company or to vote or to consent or
  to receive notice as stockholders in respect of any meeting of
  stockholders for the election of directors of the Company or any
  other matter.
  
            IN WITNESS WHEREOF, the parties hereto have executed
  this Agreement as of the date first written above.
  
  PARKWAY PROPERTIES, INC.
  
  By:
       Name:
       Title:
  
  PARKWAY PROPERTIES GENERAL PARTNERS, INC.
  
  By:
       Name:
       Title:
  
                              EXHIBIT A
          Partners, Contributions and Partnership Interests
                                  
                                  
        Partner         Initial Contribution  Partnership Interest
  Parkway Properties,                 $9,900  99% Limited
  Inc.                                        Partnership Interest
                                              consisting of
                                              9,670,080 Units.
  Parkway Properties                    $100  1% General
  General Partners,                           Partnership Interest
  Inc.                                        consisting of 97,678
                                              Units.
                              EXHIBIT B
                        Notice of Redemption
                                  
                                  
            The undersigned hereby irrevocably (i) redeems
  Partnership Units in Parkway Properties LP in accordance with the
  terms of the Amended and Restated Limited Partnership Agreement
  of Parkway Properties LP and the Redemption Right referred to
  therein, (ii) surrenders such Limited Partnership Units and all
  right, title and interest therein, and (iii) directs that the
  Cash Amount or REIT Shares Amount (as determined by the General
  Partner and/or the Company) deliverable upon exercise of the
  Redemption Right be delivered to the address specified below, and
  if REIT Shares are to be delivered, such REIT Shares be
  registered or placed in the name(s) and at the address(es)
  specified below.  The undersigned hereby represents, warrants,
  and certifies, that the undersigned (a) has marketable, and
  unencumbered title to the Partnership Units, free and clear of
  the rights of or interests of any other person or entity; (b) has
  the full right, power and authority to redeem and surrender such
  Partnership Units as provided herein; and (c) has obtained the
  consent or approval of all persons or entities, if any, having
  the right to consult or approve such redemption and surrender.
  
  Dated:
  
  Name of Limited Partner:
  
  (Signature of Limited Partner)
  
  (Street Address)
  
            (City)         (State)        (Zip Code)
  
  Signature Guaranteed by:
  
  If REIT Shares are to be issued, issue to:
  
  Name:
  
  Please insert social security or identifying number:
                              EXHIBIT C
       Schedule of Partners' Ownership with Respect to Tenants
                                  
  
            NONE
                              EXHIBIT D
                 Schedule of REIT Shares Actually or
           Constructively Owned by Limited Partners Other
             than those Acquired Pursuant to an Exchange
  
            NONE
  
  _______________________________