content: SECURITIES AND EXCHANGE COMMISSION
  
                           WASHINGTON, DC  20549
  
                     ----------------------------------
  
                                  FORM 8-K
  
  
                               CURRENT REPORT
  
  
                     Pursuant to Section 13 or 15(d)
                                 of the
                     Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported): April 15, 1996
                                                    -----------------
  
  
                           THE PARKWAY COMPANY
  - - -------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  
  
  Texas                       0-12505                      74-2123597 
  - - -------------------------------------------------------------------
  (State or other     (Commission File Number)          (IRS Employer
  jurisdiction of                                      Identification
  incorporation)                                           Number)   
  
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  - - -------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)
  
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  
  - - ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  
                                 <PAGE>
  FORM 8-K
  
                           THE PARKWAY COMPANY
  
  
  Item 2.       Acquisition or Disposition of Assets.
  
                       On April 15, 1996, Parkway Houston, Inc., a wholly-
                owned subsidiary of The Parkway Company ("Parkway")
                purchased the 400 North Belt Centre' Office Building and
                the Woodbranch Office Building in Houston, Texas from a
                major insurance company.  The 400 North Belt Centre'
                Office Building is a 12-story Class A office building
                with approximately 223,000 square feet of rentable area
                and a 723 space parking garage located in the
                Greenpoint/North Belt office submarket of Houston near
                the Houston Intercontinental Airport.  The building is
                currently 96% leased within a Class A submarket that is
                currently 87% leased.  The Woodbranch Office Building is
                a 6-story office building with approximately 110,000
                square feet of rentable area and a 352 space parking
                garage located in the Katy Freeway/Energy Corridor.  The
                occupancy of Woodbranch is 90%.  The total purchase price
                for these two buildings was $13,900,000.
  
  Item 5.       Other Events.
  
                       On March 29, 1996, the Board of Directors of Parkway
                approved a three-for-two common stock split to be
                effected in the form of a stock dividend of one share
                for every two shares outstanding.  The stock dividend was
                payable on April 30, 1996 to shareholders of record as of
                April 15, 1996.                   
  
  Item 7.       Financial Statements and Exhibits.
  
                       (a)   Financial Statements of 400 North Belt Centre'
                             and The Woodbranch Building
  
                       It is impractical to provide the audited financial
                statements of 400 North Belt Centre' and The Woodbranch
                Building required by Item 7(a) of Form 8-K, but such
                financial statements will be filed as soon as practical
                but not later than 60 days after the filing of this Form
                8-K.
  
                       (b)   Pro Forma Consolidated Financial Statements.
  
                       The pro forma consolidated financial statements will
                be filed with the audited financial statements of 400
                North Belt Centre' and The Woodbranch Building.
  
                       (c)   Exhibits.
  
                                    (10)   Agreement for Purchase and Sale of
                             Real Property By and Between The Penn Mutual
                             Life Insurance Company as Seller and Parkway
                             Houston, Inc. as Purchaser dated April 15,
                             1996.  Parkway agrees to furnish
                             supplementally to the Securities and Exchange
                             Commission on request a copy of any omitted
                             schedule or exhibit to this agreement.
  
                                 <PAGE>
  FORM 8-K
  
                             THE PARKWAY COMPANY
  
  
                                 SIGNATURES
  
  
                Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:         April 30, 1996
  
                                                         THE PARKWAY COMPANY
  
  
  
                                                  BY:    /s/Sarah P. Clark
                                                         Sarah P. Clark          
                                                         Vice President, 
                                                         Chief Financial Officer
                                                         and Secretary
  
                                 <PAGE>
  EARNEST MONEY CONTRACT
  
                               (Woodbranch Office Building and
                       400 North Belt Office Building, Houston, Texas)
  
         THIS EARNEST MONEY CONTRACT ("Contract") is made and entered
  into as of the date hereinafter mentioned by and between The Penn
  Mutual Life Insurance Company ("Seller"), a Pennsylvania
  corporation, and Parkway Houston, Inc. ("Purchaser"), a Texas
  corporation, a wholly owned subsidiary of The Parkway Company.
   
  
                                         WITNESSETH:
  
  
                                         ARTICLE 1.
  
                                        THE PROPERTY
  
         1.1.   The Woodbranch Property.  Subject to the terms and
  provisions of this Contract, and for the consideration described
  herein, Seller agrees to sell to Purchaser and Purchaser agrees to
  purchase from Seller, all of the following described property: 
  
                (a)    All of that approximately 3.7199 acre tract of land
         out of Reserve B of Wood Branch Office Park in Harris County,
         Texas, according to the map or plat thereof recorded in Volume
         307, Page 59, of the Map Records of Harris County, and being
         more particularly defined by metes and bounds on the attached
         Exhibit 1.1(a) (the "Woodbranch Land"), together with that
         office building located thereon commonly known as the
         Woodbranch Office Building, and together with all other
         improvements, buildings, structures, fixtures and landscaping
         of every kind and nature presently situated on, in or under or
         hereafter erected or installed in or on the Woodbranch Land
         (hereinafter collectively referred to as the "Woodbranch
         Building") (the Woodbranch Land and Woodbranch Building
         hereinafter collectively referred to as the "Woodbranch Real
         Property"); and
  
                (b)    all personal property and other tangible property
         owned by Seller, located in or on the Woodbranch Real Property
         and used solely in connection with the operation or
         maintenance thereof, including furniture, fixtures, equipment
         and other tangible property, if any (but excluding, without
         limitation, all personal property, fixtures and equipment
         owned by (i) tenants of the Woodbranch Building or
         (ii) Seller's managing agent) (collectively, the "Woodbranch
         Personalty"); 
  
                (c)    all leases (the "Woodbranch Leases") covering space
         in the Woodbranch Building, all of Seller's rights, if any, to
         the use of the name "Woodbranch Office Building" and all of
         Seller's rights, title and interest in and to all plans,
         specifications, warranties, contract rights and obligations,
         and assignable licenses, franchises and permits relating to
         the Woodbranch Real Property (collectively, the "Woodbranch
         Intangible Property").  The Woodbranch Real Property, the
         Woodbranch Personalty, and the Woodbranch Intangible Property
         are collectively referred to as the "Woodbranch Property". 
         Notwithstanding anything stated herein, the Woodbranch
         Property does not include the Seller's name or any variation
         thereof, including but not limited to "Penn."
  
         1.2.   The North Belt Property.  Subject to the terms and
  provisions of this Contract, and for the consideration described
  herein, Seller agrees to sell to Purchaser and Purchaser agrees to
  purchase from Seller, all of the following described property: 
  
                (a)    All of that approximately 3.0667 acre tract of land
         located in the William Sevey Survey, Abstract 699, Harris
         County, Texas, and being a portion of Unrestricted Reserve "G"
         out of Greenbriar North, Section One, a subdivision of record
         in Volume 225, Page 72, Harris County Map Records, and being
         more particularly defined by metes and bounds on the attached
         Exhibit 1.2(a) (the "North Belt Land"), together with that
         office building located thereon commonly known as the North
         Belt Office Building, and together with all other
         improvements, buildings, structures, fixtures and landscaping
         of every kind and nature presently situated on, in or under or
         hereafter erected or installed in or on the North Belt Land
         (hereinafter collectively referred to as the "North Belt
         Building") (the North Belt Land and North Belt Building
         hereinafter collectively referred to as the "North Belt Real
         Property"); and
  
                (b)    all personal property and other tangible property
         owned by Seller, located in or on the North Belt Real Property
         and used solely in connection with the operation or
         maintenance thereof, including furniture, fixtures, equipment
         and other tangible property, if any (but excluding, without
         limitation, all personal property, fixtures and equipment
         owned by (i) tenants of the North Belt Building or
         (ii) Seller's managing agent) (collectively, the "North Belt
         Personalty"); 
  
                (c)    all leases (the "North Belt Leases") covering space
         in the North Belt Building, all of Seller's rights, if any, to
         the use of the name "400 North Belt Building" and all of
         Seller's rights, title and interest in and to all plans,
         specifications, warranties, contract rights and obligations,
         and assignable licenses, franchises and permits relating to
         the North Belt Real Property (collectively, the "North Belt
         Intangible Property").  The North Belt Real Property, the
         North Belt Personalty, and the North Belt Intangible Property
         are collectively referred to as the "North Belt Property".
  
         1.3.   AS IS WHERE IS.  SELLER AND PURCHASER ACKNOWLEDGE AND
  AGREE THAT SELLER HAS LIMITED KNOWLEDGE OF THE PHYSICAL OR ECONOMIC
  CHARACTERISTICS OF THE WOODBRANCH PROPERTY AND THE NORTH BELT
  PROPERTY (COLLECTIVELY, THE "PROPERTIES").  ACCORDINGLY, -
                (a)    THE PARTIES INTEND THAT THE SALE OF THE PROPERTIES
         WILL BE MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS.
  
                (b)    PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
         STATED IN SECTION 5.1 BELOW, SELLER HAS NOT MADE, DOES NOT
         MAKE, WILL NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
         REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
         OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
         EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT
         OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE
         NATURE, QUALITY OR CONDITION OF THE PROPERTIES OR ANY PART
         THEREOF, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
         GEOLOGY; (B) THE ECONOMIC FEASIBILITY OF THE PROPERTIES OR THE
         INCOME TO BE DERIVED FROM THE PROPERTIES; (C) THE SUITABILITY
         OF THE PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH
         PURCHASER MAY CONDUCT THEREON; (D) EXCEPT FOR ANY WARRANTIES
         CONTAINED IN THE DEED TO BE DELIVERED BY SELLER AT THE
         CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE,
         POSSESSION; (E) THE COMPLIANCE OF OR BY THE PROPERTIES OR
         THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
         REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
         (F) THE RENTABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR PURPOSE OF THE PROPERTIES; (G) THE PRESENCE
         OF ANY ENDANGERED OR THREATENED SPECIES ON THE PROPERTIES, AS
         WELL AS THE SUITABILITY OF THE PROPERTIES AS HABITAT FOR ANY
         OF THOSE SPECIES; OR (H) ANY OTHER MATTER WITH RESPECT TO THE
         PROPERTIES.  WITHOUT LIMITING THE FOREGOING, SELLER DOES NOT
         MAKE, HAS NOT MADE, AND WILL NOT MAKE ANY REPRESENTATION OR
         WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS
         SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE
         PROPERTIES OR THE COMPLIANCE OF THE PROPERTIES WITH THE
         COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
         LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION
         ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE FEDERAL
         WATER POLLUTION CONTROL ACT, THE FEDERAL ENVIRONMENTAL
         PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, THE
         TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS
         SOLID WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL
         PREVENTION AND CONTROL ACT, ANY SO CALLED FEDERAL, STATE OR
         LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER
         STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR
         DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY
         (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT
         CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE
         "HAZARDOUS SUBSTANCE LAWS").  FOR PURPOSES OF THIS AGREEMENT,
         THE TERM "HAZARDOUS SUBSTANCES" SHALL MEAN AND INCLUDE THOSE
         ELEMENTS OR COMPOUNDS WHICH ARE CONTAINED ON THE LIST OF
         HAZARDOUS SUBSTANCES ADOPTED BY THE UNITED STATES
         ENVIRONMENTAL PROTECTION AGENCY AND ANY OTHER WASTE,
         POLLUTANT, CONTAMINANT, TOXICANT OR SUBSTANCE REGULATED UNDER
         ANY HAZARDOUS SUBSTANCE LAW.
  
                (c)    PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS
         EXAMINED AND INVESTIGATED THE PROPERTIES PRIOR TO EXECUTION
         HEREOF AND THAT IN PURCHASING THE PROPERTIES PURCHASER WILL
         RELY SOLELY UPON ITS INDEPENDENT EXAMINATION, STUDY,
         INSPECTION AND KNOWLEDGE OF THE PROPERTIES, AND PURCHASER IS
         RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION,
         AND KNOWLEDGE, OF THE PROPERTIES AND PURCHASER'S DETERMINATION
         OF THE VALUE OF THE PROPERTIES AND USES TO WHICH THE
         PROPERTIES MAY BE PUT, AND NOT ON ANY INFORMATION (ORAL OR
         WRITTEN) PROVIDED OR TO BE PROVIDED BY SELLER OR SELLER'S
         AGENTS, EMPLOYEES OR CONTRACTORS.  PURCHASER FURTHER
         ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED
         WITH RESPECT TO THE PROPERTIES WAS OBTAINED FROM A VARIETY OF
         SOURCES AND SELLER (A) HAS NOT MADE AND WILL NOT BE OBLIGATED
         TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
         INFORMATION; AND (B) DOES NOT MAKE ANY REPRESENTATIONS AS TO
         THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.  PURCHASER
         AGREES TO PAY FOR AND HAS MADE OR WILL MAKE ALL INSPECTIONS,
         INVESTIGATIONS AND ANALYSES NECESSARY OR APPROPRIATE FOR THE
         PURPOSE OF DETERMINING COMPLIANCE OR NON-COMPLIANCE BY THE
         PROPERTIES WITH ALL BUILDING, HEALTH, ENVIRONMENTAL, ZONING
         AND LAND USE LAWS, ORDINANCES, RULES AND REGULATIONS, AND
         SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
         IMPLIED, CONCERNING THE PROPERTIES' COMPLIANCE WITH SUCH
         BUILDING, HEALTH, ENVIRONMENTAL, ZONING AND LAND USE LAWS,
         ORDINANCES, RULES AND REGULATIONS.
  
                (d)    PURCHASER RELEASES, ACQUITS AND FOREVER DISCHARGES
         SELLER FROM, AND WAIVES, ANY AND ALL LIABILITIES, CLAIMS,
         CAUSES OF ACTION, DAMAGES, AND OTHER RELIEF, WHETHER AT LAW OR
         IN EQUITY AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR
         OTHERWISE, IN CONNECTION WITH, AS RESULT OF OR OTHERWISE WITH
         REGARD TO THE CONDITION OF THE PROPERTIES, INCLUDING BUT NOT
         LIMITED TO ITS ENVIRONMENTAL CONDITION.  THIS GENERAL RELEASE
         SHALL BE APPLICABLE, WITHOUT LIMITATION, TO ANY AND ALL
         LIABILITIES, CLAIMS, CAUSES OF ACTION, DAMAGES AND OTHER
         RELIEF UNDER ANY OF THE HAZARDOUS SUBSTANCE LAWS.
  
                (e)    THE OCCURRENCE OF A CLOSING SHALL CONSTITUTE AN
         ACKNOWLEDGMENT BY PURCHASER THAT THE PROPERTIES WERE ACCEPTED
         WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT
         FOR THE REPRESENTATIONS CONTAINED IN THIS CONTRACT AND THE
         SPECIAL WARRANTIES OF TITLE SET FORTH IN THE DEEDS), AND
         OTHERWISE IN AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS"
         CONDITION.
  
                                         ARTICLE 2.
  
                                       PURCHASE PRICE
  
         2.1.   Total Purchase Price.  The total purchase price (the
  "Purchase Price") for the Properties shall be FOURTEEN MILLION ONE
  HUNDRED THOUSAND DOLLARS ($14,100,000.00), regardless of the size
  of the Properties.  All references to "dollars" in this Contract
  shall mean lawful currency of the United States of America.  The
  Purchase Price shall be allocated as follows:
  
                Woodbranch Property                      $ 4,516,014.00
  
                North Belt Property                        9,583,986.00
         
                Total:                                   $14,100,000.00      
  
  
         2.2.   Independent Consideration.  Contemporaneously with the
  execution of this Contract, Purchaser delivered to Seller the
  amount of Fifty and No/100 Dollars ($50.00) (the "Independent
  Consideration") in addition to and independent of any other
  consideration provided hereunder.  The Independent Consideration is
  non-refundable and shall be retained by Seller under all
  circumstances.  By execution hereof, Seller acknowledges receipt of
  the Independent Consideration and acknowledges the sufficiency of
  the Independent Consideration to support this Contract solely.
  
         2.3.   Manner of Payment.  The Purchase Price shall be paid in
  cash, or in immediately available funds, at the Closing (as herein-
  after defined).
  
         2.4.   Earnest Money Deposit.  Within twenty-four (24) hours
  after Purchaser's execution of this Contract, Purchaser shall have
  deposited or shall deposit with the Title Company (hereinafter
  identified) the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS
  ($200,000.00) (the "Earnest Money") as a non-refundable deposit. 
  Purchaser's failure to timely deposit the Earnest Money shall be a
  material breach of this Contract.  The Earnest Money shall be held
  in escrow by the Title Company in an interest-bearing account, and
  all interest earned on the Earnest Money shall be the property of
  the party entitled to the Earnest Money.  At the Closing all
  Earnest Money deposited hereunder shall be applied to the Purchase
  Price for the conveyance of the Properties.  If the transaction is
  not consummated in accordance with the terms and provisions hereof,
  the Earnest Money shall be held and delivered by the Title Company
  as hereinafter provided.  In regard to this Section 2.4, the
  parties specifically acknowledge that time is of the essence.  
  
  
                                         ARTICLE 3.
  
                                      TITLE AND SURVEY
  
         3.1.   Title Commitments.  Seller has caused to be furnished to
  Purchaser a current commitment for an Owner Policy of Title
  Insurance (the "Woodbranch Title Commitment"), issued by Chicago
  Title Insurance Company by Title Agency of Houston, Inc., 5251
  Westheimer, Suite 200, Houston, Texas 77056 (the "Title Company"),
  under GF# 9621236465, covering and describing the Woodbranch Real
  Property, listing Purchaser as the prospective named insured and
  showing as the policy amount the Purchase Price allocable to the
  Woodbranch Real Property.  Seller has caused to be furnished to
  Purchaser, a current commitment for an Owner Policy of Title
  Insurance (the "North Belt Title Commitment"), issued by Chicago
  Title Insurance Company by the Title Company under GF# 9621236464,
  covering and describing the North Belt Real Property, listing
  Purchaser as the prospective named insured and showing as the
  policy amount the Purchase Price allocable to the North Belt Real
  Property.  At the time Seller caused the Woodbranch Title
  Commitment and the North Belt Title Commitment (collectively, the
  "Title Commitments") to be furnished to Purchaser, Seller caused to
  be furnished to Purchaser legible copies of all instruments
  referred to in the Title Commitments as conditions or exceptions to
  title.
  
         3.2.   Survey.  Seller, at Seller's initial expense (but subject
  to reimbursement as set forth below), has caused to be furnished to
  Purchaser a survey of the Woodbranch Real Property and a survey of
  the North Belt Real Property (collectively, the "Real Property"). 
  The survey of the Woodbranch Real Property acceptable to the Title
  Company is hereafter referred to as the "Woodbranch Survey".  The
  survey of the North Belt Real Property acceptable to the Title
  Company is hereafter referred to as the "North Belt Survey".  The
  Woodbranch Survey and the North Belt Survey are sometimes referred
  to herein collectively as the "Surveys".
  
         3.3.   Survey and Title Objections.  Purchaser has reviewed the
  Title Commitments and Surveys and has no objections to the
  condition of title as set forth in the Title Commitments and/or the
  Surveys.  Any title exceptions which are set forth on Exhibit 3.3
  hereof shall be deemed to be permitted exceptions to Seller's title
  (the "Permitted Exceptions").  
  
  
                                         ARTICLE 4.
  
                                  CONTINGENCIES TO CLOSING
  
         4.1.    Purchaser's Contingencies.  Purchaser's obligations
  under this Contract shall be contingent and specifically
  conditioned on the satisfaction, as of the Closing, of each of the
  following conditions:  
  
                (a)    Seller shall have performed, observed and complied
         with all of the covenants, agreements and conditions required
         by this Contract to be performed, observed and complied with
         by it prior to or as of the Closing.
  
                (b)    The representations, covenants and warranties made
         pursuant to Section 5.1 shall be true and correct. 
  
                (c)    Purchaser shall have received from each Major Tenant
         (as hereinafter defined) an estoppel certificate in form and
         substance required to be given by such Major Tenant under its
         lease; provided, however, Buyer shall have the right to
         request that each tenant of the Properties execute an estoppel
         certificate substantially in the form attached hereto as
         Exhibit 4.1(c), with the blanks completed.  For the purposes
         of this Contract, the "Major Tenants" shall mean Exxon
         Corporation, Nautilus Engineering, and FutureSoft Engineering,
         Inc. (with respect to the Woodbranch Building) and Meridian
         Oil, Inc. and Klein Bankshares, Inc. (with respect to the
         North Belt Building).  The failure of a Major Tenant or any
         other tenant to execute an estoppel certificate in the form
         attached as Exhibit 4.1(c) shall not be a failure to satisfy
         the condition set forth herein.  Notwithstanding the
         foregoing, Seller agrees to provide a Seller's estoppel letter
         substantially in the form attached hereto as Exhibit 4.1(c)(i)
         for each Major Tenant and Temporaries, Inc., Lava, Inc.,
         Salumunek & Associates, Inc. and Motivation Realty Corporation
         if such parties do not provide an estoppel certificate at
         least as beneficial to Purchaser as such party is required to
         provide under its lease; provided, however, if such party
         subsequently provides Purchaser with an estoppel at least as
         beneficial to Purchaser as the estoppel required from such
         party under its Lease, Seller's estoppel letter shall have no
         further force or effect and shall be returned to Seller.  In
         any event, Seller's estoppel letters shall be of no further
         force or effect ninety (90) days after the Closing.  This
         provision shall survive the closing.
  
                4.2.   Seller's Contingencies.  Seller's obligations under
  this Contract shall be contingent and specifically conditioned on
  the satisfaction, as of the Closing, of each of the following
  conditions:
  
                (a)    Purchaser shall have performed, observed and
         complied with all of the covenants, agreements and conditions
         required by this Contract to be performed, observed and
         complied with by Purchaser prior to or as of the Closing.  
  
                (b)    Seller shall have received, reviewed and approved,
         in its discretion, the documents authorizing Purchaser's
         execution hereof and the consummation of the transaction
         contemplated hereby.
  
                (c)    The representations, covenants and warranties made
         pursuant to Section 5.2 shall be true and correct.
  
                (d)    Purchaser shall consummate the purchase of both
         Properties at the Closing.
  
  
                                         ARTICLE 5.
  
                                       REPRESENTATIONS
  
         5.1.   Representations of Seller.  Seller hereby covenants,
  represents and warrants to Purchaser that:  
  
                (a)    Seller is duly organized and existing and has full
         right, power and authority to enter into this Contract and to
         consummate the sale contemplated hereby without the joinder of
         any other person, and the persons signatory to this Contract
         and any documents executed pursuant hereto on behalf of Seller
         have full right, power and authority to bind Seller.  
  
                (b)    Seller is not a "foreign person" as that term is
         used and defined in the Internal Revenue Code, Section 1445,
         as the same may be amended, and on or before Closing, Seller
         agrees to execute and deliver to Purchaser a non-foreign
         affidavit.  
  
         5.2.   Representations of Purchaser.  Purchaser hereby
  covenants, represents and warrants to Seller that:  
  
                (a)    Purchaser is duly organized and existing under the
         laws of Texas, is authorized to do business in Texas and has
         full right, power and authority to enter into this Contract
         and to consummate the sale contemplated hereby without the
         joinder of any other person, and the persons signatory to this
         Contract and any documents executed pursuant hereto on behalf
         of Purchaser have full right, power and authority to bind
         Purchaser; 
  
                (b)    The execution of this Contract and the documents
         executed pursuant hereto will not result in a breach of, or
         constitute any default, with or without notice or passage of
         time, or both, under any agreement, contract, note, deed of
         trust or other document to which Purchaser is a party or by
         which Purchaser or its property is or might be bound;
  
                (c)    Purchaser has not relied upon any representation or
         warranty made by Seller in connection with the Properties or
         the condition of the surface or sub-surface of the Properties
         except as specifically set forth in Section 5.1 hereof or the
         Seller's estoppel letters, if any, to be provided pursuant to
         Section 4.1(c); provided, however, Purchaser's reliance on
         such Seller's estoppel letters shall, without limitation, be
         limited as set forth in such letters and Section 4.1(c).
  
                (d)    Closing Representations and Warranties.  At the
         Closing, Purchaser shall represent and warrant that Purchaser
         has had full and complete access to the Property in order to
         inspect same, and has satisfied itself as to all aspects of
         the Properties, including without limitation their physical,
         environmental and financial condition.  Purchaser shall also
         acknowledge at the Closing the waivers, statements and
         disclaimers set forth in Section 1.3 hereof.
  
  
                                         ARTICLE 6.
  
                                           CLOSING
  
         6.1.   Time and Place.  Provided that all of the contingencies
  of this Contract have been fulfilled (or waived in writing) prior
  to or on the Closing Date (hereinafter defined), the closing of
  this transaction (the "Closing") shall take place at the Title
  Company at or before noon (Houston, Texas time) on April 15, 1996
  (the "Closing Date"), unless such date is extended pursuant to
  Section 3.3 above or pursuant to the written agreement of Seller
  and Purchaser.  
  
         6.2.   Events of Closing.  
  
                (a)    At the Closing, Seller shall deliver to Purchaser
         the following:  
  
                       (i)   A special warranty deed conveying the
                             Woodbranch Real Property in its "AS IS, WHERE
                             IS" condition to Purchaser, subject to the
                             Permitted Exceptions set forth in the
                             Woodbranch Title Commitment, and setting forth
                             the waivers, disclaimers, releases, and
                             statements included in Section 1.3  hereof; 
  
                       (ii)  A special warranty deed conveying the North
                             Belt Real Property in its "AS IS, WHERE IS"
                             condition to Purchaser, subject to the
                             Permitted Exceptions set forth in the North
                             Belt Title Commitment, and setting forth the
                             waivers, disclaimers, releases, and statements
                             included in Section 1.3  hereof; 
  
                       (iii) An Owner Policy of Title Insurance covering 
                             the Woodbranch Real Property and North Belt
                             Real Property, issued by the Title Company at
                             Seller's expense and containing no exceptions
                             other than the Permitted Exceptions;  
  
                       (iv)  Possession of the Properties, subject to
                             rights of tenants under the Leases;  
  
                       (v)   Seller's Non-Foreign Affidavit as more fully
                             described in Section 5.1(b) hereinabove;  
  
                       (vi)  A duly executed and acknowledged blanket
                             conveyance, bill of sale and assignment
                             conveying the Woodbranch Personalty and
                             Woodbranch Intangible Property (other than the
                             Woodbranch Leases) in their "AS IS, WHERE IS"
                             condition, to Purchaser with covenants of
                             special warranty and an assumption by
                             Purchaser;
  
                       (vii) A duly executed and acknowledged blanket 
                             conveyance, bill of sale and assignment
                             conveying the North Belt Personalty and North
                             Belt Intangible Property (other than the North
                             Belt Leases) in their "AS IS, WHERE IS"
                             condition, to Purchaser with covenants of
                             special warranty and an assumption by
                             Purchaser;
  
                       (viii)A duly executed and acknowledged assignment of
                             leases assigning to Purchaser all of Seller's
                             right, title and interest in and to any and
                             all leases covering space in the Woodbranch
                             Building;
  
                       (ix)  A duly executed and acknowledged assignment of
                             leases assigning to Purchaser all of Seller's
                             right, title and interest in and to any and
                             all leases covering space in the North Belt
                             Building;
  
                       (x)   An original notice to each and every tenant of
                             the Woodbranch Building, duly executed by
                             Seller and being in the form attached hereto
                             as Exhibit 6.2(a)(xi);
  
                       (xi)  An original notice to each and every tenant of
                             the North Belt Building, duly executed by
                             Seller and being in the form attached hereto
                             as Exhibit 6.2(a)(xii);
  
                       (xii) The original of all contracts and any
                             warranties or guaranties received by Seller
                             and to be assigned to Buyer from any
                             contractors, subcontractors, suppliers or
                             materialmen in connection with any
                             construction, repairs or alterations of the
                             Buildings or any tenant improvements to the
                             extent the same are in Seller's or Seller's
                             agents' possession or under Seller's control;
  
                       (xiii)All security deposits, if any, held by Seller
                             or Seller's agent pursuant to any lease
                             agreement covering a unit in either of the
                             Buildings and which Seller is obligated to
                             repay pursuant to Texas law; and
  
                       (xiv) All other documents, instruments and agree-
                             ments elsewhere herein provided to be executed
                             and delivered to Purchaser at the time of
                             Closing.
  
                (b)    At the Closing, Purchaser shall deliver to Seller
         the following:
  
                       (i)   The Purchase Price, in cash or immediately
                             available funds, required pursuant to Sections
                             2.1 and 2.3 above; 
  
                       (ii)  An agreement stating that Purchaser has
                             actually examined the Properties and
                             understands that except as otherwise expressly
                             provided in this Contract, the Properties are
                             being sold "AS IS, WHERE IS," and without any
                             representations or warranties of any kind,
                             express or implied, including the warranties
                             of merchantability, fitness for a particular
                             purpose, suitability or habitability, quality,
                             physical condition and value (except as
                             specifically set forth in Section 5.1 hereof
                             or the Seller's estoppel letters, if any, to
                             be provided pursuant to Section 4.1(c);
                             provided, however, such representations are
                             subject to all limitations set forth therein
                             and herein), and that Purchaser shall
                             indemnify and hold Seller harmless from and
                             against any and all charges, demands, damages,
                             liabilities, losses, costs and expenses
                             resulting from or arising out of, directly or
                             indirectly, the condition of the Properties or
                             the breach of any lease or other contract or
                             agreement affecting or related to the
                             Properties from and after the Closing Date.
                             Purchaser shall also acknowledge, represent
                             and warrant therein that the Purchaser or its
                             agent has made, or had the opportunity to
                             make, a structural and roof inspection and an
                             environmental survey of the Properties, and
                             that the Purchaser accepts the Property "AS
                             IS."  Such agreement shall be in a form
                             reasonably acceptable to Seller; and
  
                       (iii) All other documents, instruments and agree-
                             ments to be executed and delivered by
                             Purchaser to Seller at the time of Closing,
                             each of which shall be in a form acceptable to
                             Seller.
  
                (c)    In addition, each party will provide to the other or
         to the Title Company, or both, whatever documentation may be
         reasonably  requested in order to confirm the proper authority
         of such party to consummate this transaction.  
  
                (d)    All documents not attached hereto shall be in a form
         and substance reasonably acceptable to Seller and Purchaser.
  
         6.3.   Expenses of Closing.  With reference to the Closing, it
  is understood and agreed that Seller shall pay its proportionate
  share of the prorations set forth in Section 6.4 hereof and the
  cost of tax certificates; the premiums for the standard Owner
  Policies of Title Insurance; one-half of the escrow fee charged by
  the Title Company; the recording fees for the special warranty
  deeds; its own costs, including attorney's fees, in connection with
  the negotiation of this Contract and the consummation of the
  transaction contemplated hereby; and all other expenses stipulated
  to be paid by Seller under other provisions of this Contract. 
  Purchaser shall pay its proportionate share of the prorations set
  forth in Section 6.4 hereof; the cost of any endorsements to or
  modifications of the Owner Policies Of Title Insurance; one-half
  (1/2) of the escrow fee charged by the Title Company; its own
  costs, including attorney's fees, in connection with the
  negotiation of this Contract and the consummation of the
  transaction contemplated hereby; and all other expenses stipulated
  to be paid by Purchaser under other provisions of this Contract. 
  Further, at Closing, Purchaser shall reimburse Seller for the cost
  of the Surveys.
  
         6.4.   Prorations and Expenses.  Any rents and other income
  attributable to use or occupancy of the Buildings during the month
  of Closing shall be prorated as of 12:01 a.m. on the Closing Date,
  but only such income received as of the Closing Date shall be
  prorated at the Closing.  Purchaser hereby agrees to use its good
  faith efforts to collect all rents, late charges and such other
  income due and owing as of the Closing Date, if any.  Any rents,
  late charges and other income collected by Purchaser shall first be
  applied to the most recent outstanding rents, late charges and
  other amounts; provided, however, notwithstanding the foregoing, if
  a payment made to Purchaser is identified as a payment for
  outstanding rents, late charges or other amounts to which Seller is
  entitled, Purchaser shall forward such payment to Seller and
  further provided that Purchaser shall continue to invoice tenants
  for rents, late charges and other amounts due and owing as of the
  Closing until such amounts are paid in full.  All past due rents,
  late charges and other income due and owing to Seller as of the
  Closing Date which Purchaser collects shall be remitted to Seller
  promptly following the receipt thereof by Purchaser.  Real estate
  ad valorem taxes for the year during which the Closing occurs shall
  be prorated to the Closing Date based on the actual tax figures, if
  known, or the estimated tax figures if the actual amount is not
  known.  The recipient of the 1996 property tax statements with
  respect to the Properties shall deliver copies thereof to the other
  party within five (5) days after receipt thereof.  Operating
  expenses paid on a monthly basis, other than utilities, shall be
  prorated as of the Closing Date.  Purchaser shall be obligated to
  have all utilities read on the Closing Date and Purchaser shall be
  liable for all utility, insurance and other expenses related to the
  Properties which arise from events occurring from and after the
  Closing Date and shall indemnify Seller against all claims in
  connection therewith, which agreement of indemnity shall survive
  the Closing.  Subject to Purchaser's indemnifications of Seller
  hereunder or pursuant hereto, Seller shall indemnify Purchaser
  against all claims in connection with utility, insurance and other
  expenses related to the Properties incurred during Seller's
  ownership thereof, which agreement of indemnity shall survive the
  Closing.  If at any time after the Closing Date the amount of any
  prorated items shall prove to have been incorrect, the party in
  whose favor the error was made shall pay the sum necessary to
  correct the error to the other party within ten (10) business days
  after receipt of reasonable proof of such error from the other
  party.  Any valid bill that is received by Seller or Purchaser
  after the Closing shall be prorated as of the Closing in accordance
  with the terms of the indemnification set forth in this section,
  and each party liable therefor shall pay its pro rata share within
  ten (10) days after receipt of notice and evidence of the validity
  thereof.  Purchaser shall be responsible for and upon Closing
  assumes all obligations to pay commissions, tenant improvement
  allowances, relocation expenses and other charges incurred in
  connection with any lease or renewal of a lease that are
  outstanding on or after the Closing, including but not limited to
  leases or renewals of leases with Temporaries, Inc., Lava Inc.,
  Salumunek & Associates, Inc. and Motivation Realty Corporation.  At
  Closing,   Purchaser  shall  receive  a  credit  against  the 
  Purchase  Price  in  the  amount  of (a) $70,558.80 for all costs,
  fees and expenses incurred in connection with the installation of
  a cooling tower at the 400 North Belt Building (b) $85,532.72 for
  all costs, fees and expenses incurred in connection with the
  installation of a fire alarm panel at the 400 North Belt Building,
  (c) $200,000.00 to cover all repairs and other items mentioned in
  the letter of April 10, 1996, from Parkway Texas Corporation to
  Jeff Black of CB Commercial Real Estate Group, Inc. regarding
  repairs, maintenance and other improvements to the Properties and
  (d) prepaid rents, including $31,544.32 under the lease with 3DX
  Technologies.  Purchaser expressly assumes all obligations in
  connection with the same, including but not limited to any
  contracts for the purchase, installation and repair of such cooling
  tower and fire alarm panel, and Purchaser agrees to indemnify,
  defend and hold Seller harmless from the same.  This section shall
  expressly survive the Closing.
  
  
                                         ARTICLE 7.
  
                                    DEFAULT AND REMEDIES
  
         7.1.   Default by Purchaser.  If Purchaser should fail to
  consummate the transaction herein contemplated for any reason,
  except default by Seller or the exercise of a right of termination
  herein granted to Purchaser, then Seller shall be entitled to
  terminate this Contract and receive the Earnest Money (including
  any interest earned thereon) as full, agreed and liquidated damages
  for the breach of this Contract by Purchaser, whereupon neither
  party shall have any further rights or obligations hereunder except
  as set forth in Sections 8.11 and 8.17 hereof.  In this regard, it
  is agreed that the Earnest Money to which the Seller may be
  entitled hereunder is a reasonable forecast of just compensation
  for the harm that would be caused by Purchaser's failure to
  consummate the transaction herein contemplated and that the harm
  that would be caused by such failure is one that is incapable or
  very difficult of accurate estimation.
  
         7.2.   Default by Seller.   If Seller should fail to consummate
  the transaction herein contemplated for any reason, except
  Purchaser's default or the exercise of a right of termination
  herein granted to Seller, then Purchaser shall be entitled, as
  Purchaser's sole and exclusive remedies, at its option, either (a)
  to terminate this Contract and receive the prompt refund of the
  Earnest Money and any interest earned thereon or (b) enforce
  specific performance, in which case Purchaser shall be deemed to
  have accepted, and shall accept, the Properties in their "AS IS"
  condition and subject to all title and other matters as they exist
  on the date of conveyance. The failure of a contingency to
  Purchaser's obligations hereunder shall not be deemed a default by
  Seller.  Other than as expressly set forth herein, SELLER HEREBY
  DISCLAIMS, AND PURCHASER HEREBY RELEASES SELLER FROM, ALL LIABILITY
  FOR DAMAGES INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL,
  INCIDENTAL OR CONSEQUENTIAL DAMAGES, CAUSED BY SELLER'S FAILURE TO
  CONSUMMATE THE TRANSACTION HEREIN CONTEMPLATED OR ANY OTHER ACT OR
  OMISSION OF SELLER.  
  
         7.3.   Attorney's Fees.  If it shall be necessary for either
  Purchaser or Seller to employ an attorney to enforce its rights
  pursuant to this Contract, the party prevailing in any final
  judgment shall be entitled to reimbursement by the other party for
  all reasonable costs, charges and expenses, including attorney's
  fees, expended or incurred in connection therewith.  
  
  
                                         ARTICLE 8.
  
                                        MISCELLANEOUS
  
         8.1.   Brokers.     It is understood and agreed that the only
  broker involved in the negotiation and consummation of this
  Contract has been and is CB Commercial Real Estate Group, Inc. (the
  "Broker") and conditioned upon the closing of the transaction
  contemplated hereby, Seller shall pay the Broker a commission in
  the amount set forth in a separate agreement between Seller and
  Broker, but such commission shall be payable only if, as, and when
  the sale is closed and consummated.  Each of the parties represents
  to the other that it has not incurred and will not incur any
  liability for brokerage fees, finder's fees or agent's commissions
  in connection with this Contract other than the liability of Seller
  as set forth in this paragraph and agrees to indemnify, defend and
  hold harmless the other from all liabilities, damages, expenses and
  costs, including attorneys' fees, incurred as a result of such
  party's breach of such representation.  If this Contract is
  terminated for any reason, there will be no commission due or
  payable hereunder without regard to fault by either party.  In
  accordance with the requirements of the Texas Real Estate License
  Act, Purchaser is hereby advised by the Broker:  (a) that Purchaser
  should be furnished with or obtain a policy of title insurance or
  have the abstract covering the Properties examined by an attorney
  of Purchaser's own selection, and (b) that unless otherwise agreed
  to in writing by the parties hereto and the Brokers, Brokers are
  being paid by Seller and are representing Seller in this
  transaction.  This provision shall survive Closing.  
  
         8.2.   Condemnation.  If any material part of the Properties is
  condemned prior to the Closing Date, Seller shall promptly give
  Purchaser written notice of such condemnation and Purchaser shall
  have ten (10) days after the receipt of such notice within which to
  notify the Seller in writing of its election to either (i) proceed
  to consummate the purchase of the Properties, remaining subject to
  sale by Seller, such Properties being conveyed in their "AS IS,
  WHERE IS" condition, and, if the condemnation proceeds are
  available prior to the Closing Date, having the condemnation
  proceeds applied to reduce the Purchase Price provided herein, or,
  if such proceeds are not available prior to the Closing Date, take
  the Properties subject to such condemnation with all condemnation
  proceeds to be delivered to Purchaser, or (ii) declare this
  Contract terminated and have the Earnest Money and any interest
  earned thereon delivered to Purchaser, with no broker's fee due to
  any person, and neither party shall have any further obligations
  under this Contract except for the indemnity and obligations under
  Sections 8.11 and 8.17 hereof.  If Purchaser fails to notify
  Purchaser in writing within the ten day period provided in this
  Section, Purchaser shall be deemed to have elected to consummate
  the purchase pursuant to the first option.
  
         8.3.   Casualty Loss.  If the Properties hereafter are damaged
  by fire, tornado, or other casualty prior to Closing and the cost
  of repairing the Properties and restoring the same to their
  condition at the time immediately preceding the casualty is at
  least $750,000.00 (with respect to the Woodbranch Building) or
  $1,250,000.00 (with respect to the North Belt Building) (as
  determined by a contractor selected by Seller), Purchaser shall
  have the option of either (i) canceling this Contract, thereby
  releasing the parties from all obligations hereunder (except for
  the indemnity and obligations under Sections 8.11 and 8.17) and
  requiring the return of the Earnest Money and any interest earned
  thereon to the Purchaser, or (ii) proceeding to close this
  transaction with the Properties in their "AS IS, WHERE IS"
  condition and with either (a) the Purchase Price being credited by
  reducing the amount of the Purchase Price by an amount equal to the
  insurance proceeds, if any, related to the Properties actually
  collected by the Seller prior to the Closing or (b) the Seller
  assigning to Purchaser the right to collect the insurance proceeds
  related to the Properties, up to the amount of the actual expenses
  incurred by Purchaser in connection with repairing such damage or
  destruction.  If the cost to repair and restore the Buildings will
  be less than the respective amounts set forth above (according to
  Seller's contractor) or if Purchaser does not notify Seller in
  writing of its election to cancel this Contract within ten (10)
  days from notice to Purchaser that the damage or destruction will
  cost more than the respective amounts set forth above to repair and
  restore, the Purchaser and Seller will close the transaction as
  provided hereunder, with the Properties conveyed to Purchaser in
  their "AS IS, WHERE IS" condition and Seller assigning to Purchaser
  the right to collect the insurance proceeds related to the
  Properties, up to the amount of the actual expenses incurred by
  Purchaser in connection with repairing such damage or destruction.
  
         8.4.   Past Due Rents.  Notwithstanding that Purchaser is
  obligated pursuant to Section 6.4 hereof to use its good faith
  efforts to collect all past due rents and late charges on behalf of
  Seller, Seller shall have the right to contact any person obligated
  for such rents and charges in order to collect same in Seller's
  name and as the former owner of the Properties.  Purchaser shall
  join in the execution of any letter or release reasonably deemed
  necessary by Seller to effectuate the collection of such rents and
  charges.
  
         8.5. Notices.  All notices, demands, requests and other
  communications required or permitted hereunder shall be in writing
  and shall be (a) hand-delivered, (b) delivered by a nationally
  recognized overnight courier service (c) mailed, certified mail,
  return receipt requested, or (d) telecopied, addressed to the
  addressee as follows:
  
         If mailed                  The Penn Mutual Life Insurance Company
         to Seller:                 Independence Square
                                    Philadelphia, PA  19172
                                    Attn:  Mr. Michael Baron
                                    Telecopier No.: (215) 672-2760
  
         If delivered to            The Penn Mutual Life Insurance Company
         Seller by overnight        600 Dresher Road
         courier:                   Horsham, Pa. 19044
                                    Attn: Mr. Michael Baron
  
         with a copy to:            Hirsch & Westheimer, P.C.
                                    25th Floor, NationsBank Center
                                    700 Louisiana
                                    Houston, Texas  77002
                                    Attn: Mr. Lee E. Herman
                                    Telecopier No.: (713) 223-9319
  
         If to Purchaser:           Parkway Houston, Inc.
                                    188 E. Capitol St., Suite 300
                                    Jackson, Ms. 39202
                                    Attn: Mr. Steve Rogers
                                    Telecopier No.: (601) 949-7049
  
         with a copy to:            Mr. Robert C. Hutchison
                                    Forman, Perry, Watkins & Krutz
                                    188 East Capitol Street, Suite 1200
                                    Jackson, Mississippi 39201
                                    Telecopier No.: (601) 960-8613
  
  The communication shall be deemed delivered upon receipt if by
  hand-delivery.  Notice deposited with an overnight courier shall be
  deemed delivered one (1) day after such deposit.  Notice mailed as
  provided above shall be deemed delivered three (3) days after
  deposit in an official depository of The United States Postal
  Service.  Notice telecopied shall be deemed delivered the day of
  transmittal, if transmittal is completed prior to five o'clock p.m.
  according to the local time of the recipient, and otherwise the day
  after transmittal.  Either party may change the place or telecopy
  telephone number for giving notices by notifying all parties hereto
  in a manner set forth in this Section 8.5, and such new address and
  telephone number shall be effective for notice purposes ten (10)
  days after the change has been delivered to all parties in a manner
  set forth herein.  If the date for delivery of a notice required
  hereunder is a Saturday, Sunday or legal holiday in the State of
  Texas, such notice shall be delivered no later than the next
  business day. 
  
         8.6.   Governing Law; Venue.  THIS CONTRACT IS BEING EXECUTED
  AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF
  TEXAS, AND THE LOCAL LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY,
  CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS CONTRACT. 
  THIS CONTRACT SHALL BE PERFORMABLE IN HARRIS COUNTY, TEXAS.
  
         8.7.   Entirety and Amendments.  This Contract embodies the
  entire agreement between the parties with regard to the transaction
  contemplated by this Contract and supersedes all prior or
  contemporaneous written or oral agreements and understandings
  between the parties relating to the Property (except for that
  certain Access and Confidentiality Agreement pertaining to the
  Property previously executed by the parties, which remains in full
  force and effect), and may be amended or supplemented only by an
  instrument in writing executed by the party against whom
  enforcement is sought.  
  
         8.8.   Invalid Provisions.  If any provision of this Contract is
  held to be illegal, invalid or unenforceable under present or
  future laws, such provision shall be fully severable; the Contract
  shall be construed and enforced as if such illegal, invalid or
  unenforceable provision had never comprised a part of the Contract;
  and the remaining provisions of the Contract shall remain in full
  force and effect and shall not be affected by the illegal, invalid
  or unenforceable provision or by its severance from this Contract. 
  
         8.9.   Parties Bound.  This Contract shall be binding upon and
  inure to the benefit of Seller and Purchaser and their respective
  successors and Seller's assigns.  This Contract may be assigned by
  Seller without Purchaser's consent, but Purchaser may not assign
  this Contract without the prior written consent of Seller and any
  attempt to do so shall be void ab initio.  If Purchaser validly
  assigns this Contract, the Assignee shall assume all of the rights,
  duties and obligations of Purchaser hereunder and if the assignee
  is a corporation or limited liability company or Purchaser is not
  a general partner in any partnership assignee, Purchaser shall
  execute a specific guarantee of Purchaser's obligations hereunder. 
  Promptly upon a valid assignment of this Contract, Purchaser shall
  deliver to the Seller and the Title Company a copy of the
  assignment document.
  
         8.10.         Further Acts.  In addition to the acts recited in
  this Contract to be performed by Seller and Purchaser, Seller and
  Purchaser agree to perform or cause to be performed any and all
  such further acts as may be reasonably necessary to consummate the
  transaction contemplated hereby.  This provision shall expressly
  survive the Closing.
  
         8.11.         Access to Property.  It is agreed that Purchaser,
  its agents and representatives, shall have the right, from time to
  time after one (l) business day's notice of its intent to do so, to
  enter upon the Property to inspect the same, provided that
  Purchaser shall not enter any space leased to tenants without the
  prior written consent of such tenant and Seller.  Purchaser shall
  repair any damage to the Property caused by its or its agent's or
  representative's entry on or inspection of the Property.  Purchaser
  agrees to indemnify and hold Seller harmless from and against any
  and all claims, demands, damages, costs and expenses which may be
  incurred by Seller arising out of Purchaser's or its agent's or
  representative's activities on or related to the Property, which
  indemnity shall survive the Closing or termination of this
  Contract.  This provision supplements, but does not amend or
  supersede, the above-referenced Access and Confidentiality
  Agreement.
  
         8.12.         Time of Essence.  It is agreed that time is of the
  essence of this Contract.  
  
         8.13.         Additional Audits.  For sixty (60) days after the
  Closing, Purchaser shall have the right to conduct an audit of the
  books and records of Seller related solely to the operations and
  financial results of the Properties, provided that (a) such audit
  is (i) conducted solely for the purpose of complying with the
  requirements of securities laws then applicable to Purchaser and
  (ii) limited to the extent necessary to comply with such
  requirements, (b) Purchaser shall first use its best efforts to
  satisfy such requirements by auditing the books and records at the
  Properties and/or retained by The Trammel Crow Company and (c) the
  information obtained in such audit will not be used for any purpose
  other than complying with such securities laws.
  
         8.14.         Effective Date.  The "Effective Date" of this
  Contract shall be the date on which a fully executed counterpart of
  this Contract and the Earnest Money payment is deposited in escrow
  with the Title Company, as evidenced by the signature of an agent
  of the Title Company below.
  
         8.15.         Pronouns.  All pronouns and any variations thereof
  shall be deemed to refer to the masculine, feminine or neuter,
  singular or plural, as the identity of the person or persons may
  require.  
  
         8.16.         Exhibits.  All exhibits, if any, described herein
  are attached hereto and incorporated herein by reference for all
  purposes.  
  
         8.17.         Disclosures.  Purchaser agrees to hold all
  information furnished by or on behalf of Seller to Purchaser, and
  Seller agrees to hold all information furnished by or on behalf of
  Purchaser to Seller, in strict confidence and not to release the
  same to any third party except Purchaser's and Seller's respective
  attorneys, accountants and environmental consultants.  If this
  Contract is terminated for any reason, Purchaser shall deliver to
  Seller all documents, instruments, certificates and agreements
  related to the Properties provided to Purchaser by or on behalf of
  Seller and all reports related to the Properties, unless Purchaser
  is prohibited from delivering particular reports or studies by the
  confidentially restraints in the reports and studies, which
  restraints Purchaser will diligently try to have removed or waived
  with respect to Seller.  This provision supplements, but does not
  amend or supersede, the above-referenced Access and Confidentiality
  Agreement.
  
         8.18.         Counterparts.  This Contract may be executed in
  counterparts, each of which shall be an original, but all of which
  shall be one and the same Contract. 
  
         IN WITNESS WHEREOF, the parties hereto have executed this
  Contract as of the last date on which any of the parties hereto
  executes this Contract.  
  
                                           SELLER:
  
                                           THE PENN MUTUAL LIFE INSURANCE
                                           COMPANY
  
  
                                           By: --------------------------------
                                               Michael S. Baron, Vice President
  
                                           Date of Execution: April 15, 1996
  
  
                                           PURCHASER:
  
                                           PARKWAY HOUSTON, INC.
  
  
                                           By:---------------------------------
                                               Steven G. Rogers, President
  
  
                                           By:---------------------------------
                                               Mitch Mattingly, Vice President
  
                                           Date of Execution: April 15, 1996
  
                                           Federal Employer Identification
                                           Number:
  
                                           64-0874784
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text: SECURITIES AND EXCHANGE COMMISSION
  
                           WASHINGTON, DC  20549
  
                     ----------------------------------
  
                                  FORM 8-K
  
                               CURRENT REPORT
  
                     Pursuant to Section 13 or 15(d)
                                 of the
                     Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported): April 15, 1996
                                                    -----------------
  
                           THE PARKWAY COMPANY
  - - -------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Texas                       0-12505                      74-2123597 
  - - -------------------------------------------------------------------
  (State or other     (Commission File Number)          (IRS Employer
  jurisdiction of                                      Identification
  incorporation)                                           Number)   
  
  300 One Jackson Place, 188 E. Capitol St., Jackson, MS  39201
  - - -------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)
  
  Registrant's telephone number, including area code (601) 948-4091
                                                     ---------------
  
  - - ------------------------------------------------------------------
    (Former name or former address, if changed since last report)
  FORM 8-K
  
                           THE PARKWAY COMPANY
  
  Item 2.       Acquisition or Disposition of Assets.
  
                       On April 15, 1996, Parkway Houston, Inc., a wholly-
                owned subsidiary of The Parkway Company ("Parkway")
                purchased the 400 North Belt Centre' Office Building and
                the Woodbranch Office Building in Houston, Texas from a
                major insurance company.  The 400 North Belt Centre'
                Office Building is a 12-story Class A office building
                with approximately 223,000 square feet of rentable area
                and a 723 space parking garage located in the
                Greenpoint/North Belt office submarket of Houston near
                the Houston Intercontinental Airport.  The building is
                currently 96% leased within a Class A submarket that is
                currently 87% leased.  The Woodbranch Office Building is
                a 6-story office building with approximately 110,000
                square feet of rentable area and a 352 space parking
                garage located in the Katy Freeway/Energy Corridor.  The
                occupancy of Woodbranch is 90%.  The total purchase price
                for these two buildings was $13,900,000.
  
  Item 5.       Other Events.
  
                       On March 29, 1996, the Board of Directors of Parkway
                approved a three-for-two common stock split to be
                effected in the form of a stock dividend of one share
                for every two shares outstanding.  The stock dividend was
                payable on April 30, 1996 to shareholders of record as of
                April 15, 1996.                   
  
  Item 7.       Financial Statements and Exhibits.
  
                       (a)   Financial Statements of 400 North Belt Centre'
                             and The Woodbranch Building
  
                       It is impractical to provide the audited financial
                statements of 400 North Belt Centre' and The Woodbranch
                Building required by Item 7(a) of Form 8-K, but such
                financial statements will be filed as soon as practical
                but not later than 60 days after the filing of this Form
                8-K.
  
                       (b)   Pro Forma Consolidated Financial Statements.
  
                       The pro forma consolidated financial statements will
                be filed with the audited financial statements of 400
                North Belt Centre' and The Woodbranch Building.
  
                       (c)   Exhibits.
  
                                    (10)   Agreement for Purchase and Sale of
                             Real Property By and Between The Penn Mutual
                             Life Insurance Company as Seller and Parkway
                             Houston, Inc. as Purchaser dated April 15,
                             1996.  Parkway agrees to furnish
                             supplementally to the Securities and Exchange
                             Commission on request a copy of any omitted
                             schedule or exhibit to this agreement.
  FORM 8-K
  
                             THE PARKWAY COMPANY
  
                                 SIGNATURES
  
                Pursuant to the requirements of the Securities Exchange
  Act of 1934, the Registrant has duly caused this report to be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:         April 30, 1996
  
                                                         THE PARKWAY COMPANY
  
                                                  BY:    /s/Sarah P. Clark
                                                         Sarah P. Clark          
                                                         Vice President, 
                                                         Chief Financial Officer
                                                         and Secretary
  EARNEST MONEY CONTRACT
  
                               (Woodbranch Office Building and
                       400 North Belt Office Building, Houston, Texas)
  
         THIS EARNEST MONEY CONTRACT ("Contract") is made and entered
  into as of the date hereinafter mentioned by and between The Penn
  Mutual Life Insurance Company ("Seller"), a Pennsylvania
  corporation, and Parkway Houston, Inc. ("Purchaser"), a Texas
  corporation, a wholly owned subsidiary of The Parkway Company.
   
  
                                         WITNESSETH:
  
                                         ARTICLE 1.
  
                                        THE PROPERTY
  
         1.1.   The Woodbranch Property.  Subject to the terms and
  provisions of this Contract, and for the consideration described
  herein, Seller agrees to sell to Purchaser and Purchaser agrees to
  purchase from Seller, all of the following described property: 
  
                (a)    All of that approximately 3.7199 acre tract of land
         out of Reserve B of Wood Branch Office Park in Harris County,
         Texas, according to the map or plat thereof recorded in Volume
         307, Page 59, of the Map Records of Harris County, and being
         more particularly defined by metes and bounds on the attached
         Exhibit 1.1(a) (the "Woodbranch Land"), together with that
         office building located thereon commonly known as the
         Woodbranch Office Building, and together with all other
         improvements, buildings, structures, fixtures and landscaping
         of every kind and nature presently situated on, in or under or
         hereafter erected or installed in or on the Woodbranch Land
         (hereinafter collectively referred to as the "Woodbranch
         Building") (the Woodbranch Land and Woodbranch Building
         hereinafter collectively referred to as the "Woodbranch Real
         Property"); and
  
                (b)    all personal property and other tangible property
         owned by Seller, located in or on the Woodbranch Real Property
         and used solely in connection with the operation or
         maintenance thereof, including furniture, fixtures, equipment
         and other tangible property, if any (but excluding, without
         limitation, all personal property, fixtures and equipment
         owned by (i) tenants of the Woodbranch Building or
         (ii) Seller's managing agent) (collectively, the "Woodbranch
         Personalty"); 
  
                (c)    all leases (the "Woodbranch Leases") covering space
         in the Woodbranch Building, all of Seller's rights, if any, to
         the use of the name "Woodbranch Office Building" and all of
         Seller's rights, title and interest in and to all plans,
         specifications, warranties, contract rights and obligations,
         and assignable licenses, franchises and permits relating to
         the Woodbranch Real Property (collectively, the "Woodbranch
         Intangible Property").  The Woodbranch Real Property, the
         Woodbranch Personalty, and the Woodbranch Intangible Property
         are collectively referred to as the "Woodbranch Property". 
         Notwithstanding anything stated herein, the Woodbranch
         Property does not include the Seller's name or any variation
         thereof, including but not limited to "Penn."
  
         1.2.   The North Belt Property.  Subject to the terms and
  provisions of this Contract, and for the consideration described
  herein, Seller agrees to sell to Purchaser and Purchaser agrees to
  purchase from Seller, all of the following described property: 
  
                (a)    All of that approximately 3.0667 acre tract of land
         located in the William Sevey Survey, Abstract 699, Harris
         County, Texas, and being a portion of Unrestricted Reserve "G"
         out of Greenbriar North, Section One, a subdivision of record
         in Volume 225, Page 72, Harris County Map Records, and being
         more particularly defined by metes and bounds on the attached
         Exhibit 1.2(a) (the "North Belt Land"), together with that
         office building located thereon commonly known as the North
         Belt Office Building, and together with all other
         improvements, buildings, structures, fixtures and landscaping
         of every kind and nature presently situated on, in or under or
         hereafter erected or installed in or on the North Belt Land
         (hereinafter collectively referred to as the "North Belt
         Building") (the North Belt Land and North Belt Building
         hereinafter collectively referred to as the "North Belt Real
         Property"); and
  
                (b)    all personal property and other tangible property
         owned by Seller, located in or on the North Belt Real Property
         and used solely in connection with the operation or
         maintenance thereof, including furniture, fixtures, equipment
         and other tangible property, if any (but excluding, without
         limitation, all personal property, fixtures and equipment
         owned by (i) tenants of the North Belt Building or
         (ii) Seller's managing agent) (collectively, the "North Belt
         Personalty"); 
  
                (c)    all leases (the "North Belt Leases") covering space
         in the North Belt Building, all of Seller's rights, if any, to
         the use of the name "400 North Belt Building" and all of
         Seller's rights, title and interest in and to all plans,
         specifications, warranties, contract rights and obligations,
         and assignable licenses, franchises and permits relating to
         the North Belt Real Property (collectively, the "North Belt
         Intangible Property").  The North Belt Real Property, the
         North Belt Personalty, and the North Belt Intangible Property
         are collectively referred to as the "North Belt Property".
  
         1.3.   AS IS WHERE IS.  SELLER AND PURCHASER ACKNOWLEDGE AND
  AGREE THAT SELLER HAS LIMITED KNOWLEDGE OF THE PHYSICAL OR ECONOMIC
  CHARACTERISTICS OF THE WOODBRANCH PROPERTY AND THE NORTH BELT
  PROPERTY (COLLECTIVELY, THE "PROPERTIES").  ACCORDINGLY, -
                (a)    THE PARTIES INTEND THAT THE SALE OF THE PROPERTIES
         WILL BE MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS.
  
                (b)    PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
         STATED IN SECTION 5.1 BELOW, SELLER HAS NOT MADE, DOES NOT
         MAKE, WILL NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
         REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
         OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
         EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT
         OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE
         NATURE, QUALITY OR CONDITION OF THE PROPERTIES OR ANY PART
         THEREOF, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
         GEOLOGY; (B) THE ECONOMIC FEASIBILITY OF THE PROPERTIES OR THE
         INCOME TO BE DERIVED FROM THE PROPERTIES; (C) THE SUITABILITY
         OF THE PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH
         PURCHASER MAY CONDUCT THEREON; (D) EXCEPT FOR ANY WARRANTIES
         CONTAINED IN THE DEED TO BE DELIVERED BY SELLER AT THE
         CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE,
         POSSESSION; (E) THE COMPLIANCE OF OR BY THE PROPERTIES OR
         THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
         REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
         (F) THE RENTABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR PURPOSE OF THE PROPERTIES; (G) THE PRESENCE
         OF ANY ENDANGERED OR THREATENED SPECIES ON THE PROPERTIES, AS
         WELL AS THE SUITABILITY OF THE PROPERTIES AS HABITAT FOR ANY
         OF THOSE SPECIES; OR (H) ANY OTHER MATTER WITH RESPECT TO THE
         PROPERTIES.  WITHOUT LIMITING THE FOREGOING, SELLER DOES NOT
         MAKE, HAS NOT MADE, AND WILL NOT MAKE ANY REPRESENTATION OR
         WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS
         SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE
         PROPERTIES OR THE COMPLIANCE OF THE PROPERTIES WITH THE
         COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
         LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION
         ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE FEDERAL
         WATER POLLUTION CONTROL ACT, THE FEDERAL ENVIRONMENTAL
         PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, THE
         TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS
         SOLID WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL
         PREVENTION AND CONTROL ACT, ANY SO CALLED FEDERAL, STATE OR
         LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER
         STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR
         DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY
         (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT
         CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE
         "HAZARDOUS SUBSTANCE LAWS").  FOR PURPOSES OF THIS AGREEMENT,
         THE TERM "HAZARDOUS SUBSTANCES" SHALL MEAN AND INCLUDE THOSE
         ELEMENTS OR COMPOUNDS WHICH ARE CONTAINED ON THE LIST OF
         HAZARDOUS SUBSTANCES ADOPTED BY THE UNITED STATES
         ENVIRONMENTAL PROTECTION AGENCY AND ANY OTHER WASTE,
         POLLUTANT, CONTAMINANT, TOXICANT OR SUBSTANCE REGULATED UNDER
         ANY HAZARDOUS SUBSTANCE LAW.
  
                (c)    PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS
         EXAMINED AND INVESTIGATED THE PROPERTIES PRIOR TO EXECUTION
         HEREOF AND THAT IN PURCHASING THE PROPERTIES PURCHASER WILL
         RELY SOLELY UPON ITS INDEPENDENT EXAMINATION, STUDY,
         INSPECTION AND KNOWLEDGE OF THE PROPERTIES, AND PURCHASER IS
         RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION,
         AND KNOWLEDGE, OF THE PROPERTIES AND PURCHASER'S DETERMINATION
         OF THE VALUE OF THE PROPERTIES AND USES TO WHICH THE
         PROPERTIES MAY BE PUT, AND NOT ON ANY INFORMATION (ORAL OR
         WRITTEN) PROVIDED OR TO BE PROVIDED BY SELLER OR SELLER'S
         AGENTS, EMPLOYEES OR CONTRACTORS.  PURCHASER FURTHER
         ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED
         WITH RESPECT TO THE PROPERTIES WAS OBTAINED FROM A VARIETY OF
         SOURCES AND SELLER (A) HAS NOT MADE AND WILL NOT BE OBLIGATED
         TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
         INFORMATION; AND (B) DOES NOT MAKE ANY REPRESENTATIONS AS TO
         THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.  PURCHASER
         AGREES TO PAY FOR AND HAS MADE OR WILL MAKE ALL INSPECTIONS,
         INVESTIGATIONS AND ANALYSES NECESSARY OR APPROPRIATE FOR THE
         PURPOSE OF DETERMINING COMPLIANCE OR NON-COMPLIANCE BY THE
         PROPERTIES WITH ALL BUILDING, HEALTH, ENVIRONMENTAL, ZONING
         AND LAND USE LAWS, ORDINANCES, RULES AND REGULATIONS, AND
         SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
         IMPLIED, CONCERNING THE PROPERTIES' COMPLIANCE WITH SUCH
         BUILDING, HEALTH, ENVIRONMENTAL, ZONING AND LAND USE LAWS,
         ORDINANCES, RULES AND REGULATIONS.
  
                (d)    PURCHASER RELEASES, ACQUITS AND FOREVER DISCHARGES
         SELLER FROM, AND WAIVES, ANY AND ALL LIABILITIES, CLAIMS,
         CAUSES OF ACTION, DAMAGES, AND OTHER RELIEF, WHETHER AT LAW OR
         IN EQUITY AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR
         OTHERWISE, IN CONNECTION WITH, AS RESULT OF OR OTHERWISE WITH
         REGARD TO THE CONDITION OF THE PROPERTIES, INCLUDING BUT NOT
         LIMITED TO ITS ENVIRONMENTAL CONDITION.  THIS GENERAL RELEASE
         SHALL BE APPLICABLE, WITHOUT LIMITATION, TO ANY AND ALL
         LIABILITIES, CLAIMS, CAUSES OF ACTION, DAMAGES AND OTHER
         RELIEF UNDER ANY OF THE HAZARDOUS SUBSTANCE LAWS.
  
                (e)    THE OCCURRENCE OF A CLOSING SHALL CONSTITUTE AN
         ACKNOWLEDGMENT BY PURCHASER THAT THE PROPERTIES WERE ACCEPTED
         WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT
         FOR THE REPRESENTATIONS CONTAINED IN THIS CONTRACT AND THE
         SPECIAL WARRANTIES OF TITLE SET FORTH IN THE DEEDS), AND
         OTHERWISE IN AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS"
         CONDITION.
  
                                         ARTICLE 2.
  
                                       PURCHASE PRICE
  
         2.1.   Total Purchase Price.  The total purchase price (the
  "Purchase Price") for the Properties shall be FOURTEEN MILLION ONE
  HUNDRED THOUSAND DOLLARS ($14,100,000.00), regardless of the size
  of the Properties.  All references to "dollars" in this Contract
  shall mean lawful currency of the United States of America.  The
  Purchase Price shall be allocated as follows:
  
                Woodbranch Property                      $ 4,516,014.00
  
                North Belt Property                        9,583,986.00
         
                Total:                                   $14,100,000.00      
  
         2.2.   Independent Consideration.  Contemporaneously with the
  execution of this Contract, Purchaser delivered to Seller the
  amount of Fifty and No/100 Dollars ($50.00) (the "Independent
  Consideration") in addition to and independent of any other
  consideration provided hereunder.  The Independent Consideration is
  non-refundable and shall be retained by Seller under all
  circumstances.  By execution hereof, Seller acknowledges receipt of
  the Independent Consideration and acknowledges the sufficiency of
  the Independent Consideration to support this Contract solely.
  
         2.3.   Manner of Payment.  The Purchase Price shall be paid in
  cash, or in immediately available funds, at the Closing (as herein-
  after defined).
  
         2.4.   Earnest Money Deposit.  Within twenty-four (24) hours
  after Purchaser's execution of this Contract, Purchaser shall have
  deposited or shall deposit with the Title Company (hereinafter
  identified) the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS
  ($200,000.00) (the "Earnest Money") as a non-refundable deposit. 
  Purchaser's failure to timely deposit the Earnest Money shall be a
  material breach of this Contract.  The Earnest Money shall be held
  in escrow by the Title Company in an interest-bearing account, and
  all interest earned on the Earnest Money shall be the property of
  the party entitled to the Earnest Money.  At the Closing all
  Earnest Money deposited hereunder shall be applied to the Purchase
  Price for the conveyance of the Properties.  If the transaction is
  not consummated in accordance with the terms and provisions hereof,
  the Earnest Money shall be held and delivered by the Title Company
  as hereinafter provided.  In regard to this Section 2.4, the
  parties specifically acknowledge that time is of the essence.  
  
                                         ARTICLE 3.
  
                                      TITLE AND SURVEY
  
         3.1.   Title Commitments.  Seller has caused to be furnished to
  Purchaser a current commitment for an Owner Policy of Title
  Insurance (the "Woodbranch Title Commitment"), issued by Chicago
  Title Insurance Company by Title Agency of Houston, Inc., 5251
  Westheimer, Suite 200, Houston, Texas 77056 (the "Title Company"),
  under GF# 9621236465, covering and describing the Woodbranch Real
  Property, listing Purchaser as the prospective named insured and
  showing as the policy amount the Purchase Price allocable to the
  Woodbranch Real Property.  Seller has caused to be furnished to
  Purchaser, a current commitment for an Owner Policy of Title
  Insurance (the "North Belt Title Commitment"), issued by Chicago
  Title Insurance Company by the Title Company under GF# 9621236464,
  covering and describing the North Belt Real Property, listing
  Purchaser as the prospective named insured and showing as the
  policy amount the Purchase Price allocable to the North Belt Real
  Property.  At the time Seller caused the Woodbranch Title
  Commitment and the North Belt Title Commitment (collectively, the
  "Title Commitments") to be furnished to Purchaser, Seller caused to
  be furnished to Purchaser legible copies of all instruments
  referred to in the Title Commitments as conditions or exceptions to
  title.
  
         3.2.   Survey.  Seller, at Seller's initial expense (but subject
  to reimbursement as set forth below), has caused to be furnished to
  Purchaser a survey of the Woodbranch Real Property and a survey of
  the North Belt Real Property (collectively, the "Real Property"). 
  The survey of the Woodbranch Real Property acceptable to the Title
  Company is hereafter referred to as the "Woodbranch Survey".  The
  survey of the North Belt Real Property acceptable to the Title
  Company is hereafter referred to as the "North Belt Survey".  The
  Woodbranch Survey and the North Belt Survey are sometimes referred
  to herein collectively as the "Surveys".
  
         3.3.   Survey and Title Objections.  Purchaser has reviewed the
  Title Commitments and Surveys and has no objections to the
  condition of title as set forth in the Title Commitments and/or the
  Surveys.  Any title exceptions which are set forth on Exhibit 3.3
  hereof shall be deemed to be permitted exceptions to Seller's title
  (the "Permitted Exceptions").  
  
                                         ARTICLE 4.
  
                                  CONTINGENCIES TO CLOSING
  
         4.1.    Purchaser's Contingencies.  Purchaser's obligations
  under this Contract shall be contingent and specifically
  conditioned on the satisfaction, as of the Closing, of each of the
  following conditions:  
  
                (a)    Seller shall have performed, observed and complied
         with all of the covenants, agreements and conditions required
         by this Contract to be performed, observed and complied with
         by it prior to or as of the Closing.
  
                (b)    The representations, covenants and warranties made
         pursuant to Section 5.1 shall be true and correct. 
  
                (c)    Purchaser shall have received from each Major Tenant
         (as hereinafter defined) an estoppel certificate in form and
         substance required to be given by such Major Tenant under its
         lease; provided, however, Buyer shall have the right to
         request that each tenant of the Properties execute an estoppel
         certificate substantially in the form attached hereto as
         Exhibit 4.1(c), with the blanks completed.  For the purposes
         of this Contract, the "Major Tenants" shall mean Exxon
         Corporation, Nautilus Engineering, and FutureSoft Engineering,
         Inc. (with respect to the Woodbranch Building) and Meridian
         Oil, Inc. and Klein Bankshares, Inc. (with respect to the
         North Belt Building).  The failure of a Major Tenant or any
         other tenant to execute an estoppel certificate in the form
         attached as Exhibit 4.1(c) shall not be a failure to satisfy
         the condition set forth herein.  Notwithstanding the
         foregoing, Seller agrees to provide a Seller's estoppel letter
         substantially in the form attached hereto as Exhibit 4.1(c)(i)
         for each Major Tenant and Temporaries, Inc., Lava, Inc.,
         Salumunek & Associates, Inc. and Motivation Realty Corporation
         if such parties do not provide an estoppel certificate at
         least as beneficial to Purchaser as such party is required to
         provide under its lease; provided, however, if such party
         subsequently provides Purchaser with an estoppel at least as
         beneficial to Purchaser as the estoppel required from such
         party under its Lease, Seller's estoppel letter shall have no
         further force or effect and shall be returned to Seller.  In
         any event, Seller's estoppel letters shall be of no further
         force or effect ninety (90) days after the Closing.  This
         provision shall survive the closing.
  
                4.2.   Seller's Contingencies.  Seller's obligations under
  this Contract shall be contingent and specifically conditioned on
  the satisfaction, as of the Closing, of each of the following
  conditions:
  
                (a)    Purchaser shall have performed, observed and
         complied with all of the covenants, agreements and conditions
         required by this Contract to be performed, observed and
         complied with by Purchaser prior to or as of the Closing.  
  
                (b)    Seller shall have received, reviewed and approved,
         in its discretion, the documents authorizing Purchaser's
         execution hereof and the consummation of the transaction
         contemplated hereby.
  
                (c)    The representations, covenants and warranties made
         pursuant to Section 5.2 shall be true and correct.
  
                (d)    Purchaser shall consummate the purchase of both
         Properties at the Closing.
  
                                         ARTICLE 5.
  
                                       REPRESENTATIONS
  
         5.1.   Representations of Seller.  Seller hereby covenants,
  represents and warrants to Purchaser that:  
  
                (a)    Seller is duly organized and existing and has full
         right, power and authority to enter into this Contract and to
         consummate the sale contemplated hereby without the joinder of
         any other person, and the persons signatory to this Contract
         and any documents executed pursuant hereto on behalf of Seller
         have full right, power and authority to bind Seller.  
  
                (b)    Seller is not a "foreign person" as that term is
         used and defined in the Internal Revenue Code, Section 1445,
         as the same may be amended, and on or before Closing, Seller
         agrees to execute and deliver to Purchaser a non-foreign
         affidavit.  
  
         5.2.   Representations of Purchaser.  Purchaser hereby
  covenants, represents and warrants to Seller that:  
  
                (a)    Purchaser is duly organized and existing under the
         laws of Texas, is authorized to do business in Texas and has
         full right, power and authority to enter into this Contract
         and to consummate the sale contemplated hereby without the
         joinder of any other person, and the persons signatory to this
         Contract and any documents executed pursuant hereto on behalf
         of Purchaser have full right, power and authority to bind
         Purchaser; 
  
                (b)    The execution of this Contract and the documents
         executed pursuant hereto will not result in a breach of, or
         constitute any default, with or without notice or passage of
         time, or both, under any agreement, contract, note, deed of
         trust or other document to which Purchaser is a party or by
         which Purchaser or its property is or might be bound;
  
                (c)    Purchaser has not relied upon any representation or
         warranty made by Seller in connection with the Properties or
         the condition of the surface or sub-surface of the Properties
         except as specifically set forth in Section 5.1 hereof or the
         Seller's estoppel letters, if any, to be provided pursuant to
         Section 4.1(c); provided, however, Purchaser's reliance on
         such Seller's estoppel letters shall, without limitation, be
         limited as set forth in such letters and Section 4.1(c).
  
                (d)    Closing Representations and Warranties.  At the
         Closing, Purchaser shall represent and warrant that Purchaser
         has had full and complete access to the Property in order to
         inspect same, and has satisfied itself as to all aspects of
         the Properties, including without limitation their physical,
         environmental and financial condition.  Purchaser shall also
         acknowledge at the Closing the waivers, statements and
         disclaimers set forth in Section 1.3 hereof.
  
                                         ARTICLE 6.
  
                                           CLOSING
  
         6.1.   Time and Place.  Provided that all of the contingencies
  of this Contract have been fulfilled (or waived in writing) prior
  to or on the Closing Date (hereinafter defined), the closing of
  this transaction (the "Closing") shall take place at the Title
  Company at or before noon (Houston, Texas time) on April 15, 1996
  (the "Closing Date"), unless such date is extended pursuant to
  Section 3.3 above or pursuant to the written agreement of Seller
  and Purchaser.  
  
         6.2.   Events of Closing.  
  
                (a)    At the Closing, Seller shall deliver to Purchaser
         the following:  
  
                       (i)   A special warranty deed conveying the
                             Woodbranch Real Property in its "AS IS, WHERE
                             IS" condition to Purchaser, subject to the
                             Permitted Exceptions set forth in the
                             Woodbranch Title Commitment, and setting forth
                             the waivers, disclaimers, releases, and
                             statements included in Section 1.3  hereof; 
  
                       (ii)  A special warranty deed conveying the North
                             Belt Real Property in its "AS IS, WHERE IS"
                             condition to Purchaser, subject to the
                             Permitted Exceptions set forth in the North
                             Belt Title Commitment, and setting forth the
                             waivers, disclaimers, releases, and statements
                             included in Section 1.3  hereof; 
  
                       (iii) An Owner Policy of Title Insurance covering 
                             the Woodbranch Real Property and North Belt
                             Real Property, issued by the Title Company at
                             Seller's expense and containing no exceptions
                             other than the Permitted Exceptions;  
  
                       (iv)  Possession of the Properties, subject to
                             rights of tenants under the Leases;  
  
                       (v)   Seller's Non-Foreign Affidavit as more fully
                             described in Section 5.1(b) hereinabove;  
  
                       (vi)  A duly executed and acknowledged blanket
                             conveyance, bill of sale and assignment
                             conveying the Woodbranch Personalty and
                             Woodbranch Intangible Property (other than the
                             Woodbranch Leases) in their "AS IS, WHERE IS"
                             condition, to Purchaser with covenants of
                             special warranty and an assumption by
                             Purchaser;
  
                       (vii) A duly executed and acknowledged blanket 
                             conveyance, bill of sale and assignment
                             conveying the North Belt Personalty and North
                             Belt Intangible Property (other than the North
                             Belt Leases) in their "AS IS, WHERE IS"
                             condition, to Purchaser with covenants of
                             special warranty and an assumption by
                             Purchaser;
  
                       (viii)A duly executed and acknowledged assignment of
                             leases assigning to Purchaser all of Seller's
                             right, title and interest in and to any and
                             all leases covering space in the Woodbranch
                             Building;
  
                       (ix)  A duly executed and acknowledged assignment of
                             leases assigning to Purchaser all of Seller's
                             right, title and interest in and to any and
                             all leases covering space in the North Belt
                             Building;
  
                       (x)   An original notice to each and every tenant of
                             the Woodbranch Building, duly executed by
                             Seller and being in the form attached hereto
                             as Exhibit 6.2(a)(xi);
  
                       (xi)  An original notice to each and every tenant of
                             the North Belt Building, duly executed by
                             Seller and being in the form attached hereto
                             as Exhibit 6.2(a)(xii);
  
                       (xii) The original of all contracts and any
                             warranties or guaranties received by Seller
                             and to be assigned to Buyer from any
                             contractors, subcontractors, suppliers or
                             materialmen in connection with any
                             construction, repairs or alterations of the
                             Buildings or any tenant improvements to the
                             extent the same are in Seller's or Seller's
                             agents' possession or under Seller's control;
  
                       (xiii)All security deposits, if any, held by Seller
                             or Seller's agent pursuant to any lease
                             agreement covering a unit in either of the
                             Buildings and which Seller is obligated to
                             repay pursuant to Texas law; and
  
                       (xiv) All other documents, instruments and agree-
                             ments elsewhere herein provided to be executed
                             and delivered to Purchaser at the time of
                             Closing.
  
                (b)    At the Closing, Purchaser shall deliver to Seller
         the following:
  
                       (i)   The Purchase Price, in cash or immediately
                             available funds, required pursuant to Sections
                             2.1 and 2.3 above; 
  
                       (ii)  An agreement stating that Purchaser has
                             actually examined the Properties and
                             understands that except as otherwise expressly
                             provided in this Contract, the Properties are
                             being sold "AS IS, WHERE IS," and without any
                             representations or warranties of any kind,
                             express or implied, including the warranties
                             of merchantability, fitness for a particular
                             purpose, suitability or habitability, quality,
                             physical condition and value (except as
                             specifically set forth in Section 5.1 hereof
                             or the Seller's estoppel letters, if any, to
                             be provided pursuant to Section 4.1(c);
                             provided, however, such representations are
                             subject to all limitations set forth therein
                             and herein), and that Purchaser shall
                             indemnify and hold Seller harmless from and
                             against any and all charges, demands, damages,
                             liabilities, losses, costs and expenses
                             resulting from or arising out of, directly or
                             indirectly, the condition of the Properties or
                             the breach of any lease or other contract or
                             agreement affecting or related to the
                             Properties from and after the Closing Date.
                             Purchaser shall also acknowledge, represent
                             and warrant therein that the Purchaser or its
                             agent has made, or had the opportunity to
                             make, a structural and roof inspection and an
                             environmental survey of the Properties, and
                             that the Purchaser accepts the Property "AS
                             IS."  Such agreement shall be in a form
                             reasonably acceptable to Seller; and
  
                       (iii) All other documents, instruments and agree-
                             ments to be executed and delivered by
                             Purchaser to Seller at the time of Closing,
                             each of which shall be in a form acceptable to
                             Seller.
  
                (c)    In addition, each party will provide to the other or
         to the Title Company, or both, whatever documentation may be
         reasonably  requested in order to confirm the proper authority
         of such party to consummate this transaction.  
  
                (d)    All documents not attached hereto shall be in a form
         and substance reasonably acceptable to Seller and Purchaser.
  
         6.3.   Expenses of Closing.  With reference to the Closing, it
  is understood and agreed that Seller shall pay its proportionate
  share of the prorations set forth in Section 6.4 hereof and the
  cost of tax certificates; the premiums for the standard Owner
  Policies of Title Insurance; one-half of the escrow fee charged by
  the Title Company; the recording fees for the special warranty
  deeds; its own costs, including attorney's fees, in connection with
  the negotiation of this Contract and the consummation of the
  transaction contemplated hereby; and all other expenses stipulated
  to be paid by Seller under other provisions of this Contract. 
  Purchaser shall pay its proportionate share of the prorations set
  forth in Section 6.4 hereof; the cost of any endorsements to or
  modifications of the Owner Policies Of Title Insurance; one-half
  (1/2) of the escrow fee charged by the Title Company; its own
  costs, including attorney's fees, in connection with the
  negotiation of this Contract and the consummation of the
  transaction contemplated hereby; and all other expenses stipulated
  to be paid by Purchaser under other provisions of this Contract. 
  Further, at Closing, Purchaser shall reimburse Seller for the cost
  of the Surveys.
  
         6.4.   Prorations and Expenses.  Any rents and other income
  attributable to use or occupancy of the Buildings during the month
  of Closing shall be prorated as of 12:01 a.m. on the Closing Date,
  but only such income received as of the Closing Date shall be
  prorated at the Closing.  Purchaser hereby agrees to use its good
  faith efforts to collect all rents, late charges and such other
  income due and owing as of the Closing Date, if any.  Any rents,
  late charges and other income collected by Purchaser shall first be
  applied to the most recent outstanding rents, late charges and
  other amounts; provided, however, notwithstanding the foregoing, if
  a payment made to Purchaser is identified as a payment for
  outstanding rents, late charges or other amounts to which Seller is
  entitled, Purchaser shall forward such payment to Seller and
  further provided that Purchaser shall continue to invoice tenants
  for rents, late charges and other amounts due and owing as of the
  Closing until such amounts are paid in full.  All past due rents,
  late charges and other income due and owing to Seller as of the
  Closing Date which Purchaser collects shall be remitted to Seller
  promptly following the receipt thereof by Purchaser.  Real estate
  ad valorem taxes for the year during which the Closing occurs shall
  be prorated to the Closing Date based on the actual tax figures, if
  known, or the estimated tax figures if the actual amount is not
  known.  The recipient of the 1996 property tax statements with
  respect to the Properties shall deliver copies thereof to the other
  party within five (5) days after receipt thereof.  Operating
  expenses paid on a monthly basis, other than utilities, shall be
  prorated as of the Closing Date.  Purchaser shall be obligated to
  have all utilities read on the Closing Date and Purchaser shall be
  liable for all utility, insurance and other expenses related to the
  Properties which arise from events occurring from and after the
  Closing Date and shall indemnify Seller against all claims in
  connection therewith, which agreement of indemnity shall survive
  the Closing.  Subject to Purchaser's indemnifications of Seller
  hereunder or pursuant hereto, Seller shall indemnify Purchaser
  against all claims in connection with utility, insurance and other
  expenses related to the Properties incurred during Seller's
  ownership thereof, which agreement of indemnity shall survive the
  Closing.  If at any time after the Closing Date the amount of any
  prorated items shall prove to have been incorrect, the party in
  whose favor the error was made shall pay the sum necessary to
  correct the error to the other party within ten (10) business days
  after receipt of reasonable proof of such error from the other
  party.  Any valid bill that is received by Seller or Purchaser
  after the Closing shall be prorated as of the Closing in accordance
  with the terms of the indemnification set forth in this section,
  and each party liable therefor shall pay its pro rata share within
  ten (10) days after receipt of notice and evidence of the validity
  thereof.  Purchaser shall be responsible for and upon Closing
  assumes all obligations to pay commissions, tenant improvement
  allowances, relocation expenses and other charges incurred in
  connection with any lease or renewal of a lease that are
  outstanding on or after the Closing, including but not limited to
  leases or renewals of leases with Temporaries, Inc., Lava Inc.,
  Salumunek & Associates, Inc. and Motivation Realty Corporation.  At
  Closing,   Purchaser  shall  receive  a  credit  against  the 
  Purchase  Price  in  the  amount  of (a) $70,558.80 for all costs,
  fees and expenses incurred in connection with the installation of
  a cooling tower at the 400 North Belt Building (b) $85,532.72 for
  all costs, fees and expenses incurred in connection with the
  installation of a fire alarm panel at the 400 North Belt Building,
  (c) $200,000.00 to cover all repairs and other items mentioned in
  the letter of April 10, 1996, from Parkway Texas Corporation to
  Jeff Black of CB Commercial Real Estate Group, Inc. regarding
  repairs, maintenance and other improvements to the Properties and
  (d) prepaid rents, including $31,544.32 under the lease with 3DX
  Technologies.  Purchaser expressly assumes all obligations in
  connection with the same, including but not limited to any
  contracts for the purchase, installation and repair of such cooling
  tower and fire alarm panel, and Purchaser agrees to indemnify,
  defend and hold Seller harmless from the same.  This section shall
  expressly survive the Closing.
  
                                         ARTICLE 7.
  
                                    DEFAULT AND REMEDIES
  
         7.1.   Default by Purchaser.  If Purchaser should fail to
  consummate the transaction herein contemplated for any reason,
  except default by Seller or the exercise of a right of termination
  herein granted to Purchaser, then Seller shall be entitled to
  terminate this Contract and receive the Earnest Money (including
  any interest earned thereon) as full, agreed and liquidated damages
  for the breach of this Contract by Purchaser, whereupon neither
  party shall have any further rights or obligations hereunder except
  as set forth in Sections 8.11 and 8.17 hereof.  In this regard, it
  is agreed that the Earnest Money to which the Seller may be
  entitled hereunder is a reasonable forecast of just compensation
  for the harm that would be caused by Purchaser's failure to
  consummate the transaction herein contemplated and that the harm
  that would be caused by such failure is one that is incapable or
  very difficult of accurate estimation.
  
         7.2.   Default by Seller.   If Seller should fail to consummate
  the transaction herein contemplated for any reason, except
  Purchaser's default or the exercise of a right of termination
  herein granted to Seller, then Purchaser shall be entitled, as
  Purchaser's sole and exclusive remedies, at its option, either (a)
  to terminate this Contract and receive the prompt refund of the
  Earnest Money and any interest earned thereon or (b) enforce
  specific performance, in which case Purchaser shall be deemed to
  have accepted, and shall accept, the Properties in their "AS IS"
  condition and subject to all title and other matters as they exist
  on the date of conveyance. The failure of a contingency to
  Purchaser's obligations hereunder shall not be deemed a default by
  Seller.  Other than as expressly set forth herein, SELLER HEREBY
  DISCLAIMS, AND PURCHASER HEREBY RELEASES SELLER FROM, ALL LIABILITY
  FOR DAMAGES INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL,
  INCIDENTAL OR CONSEQUENTIAL DAMAGES, CAUSED BY SELLER'S FAILURE TO
  CONSUMMATE THE TRANSACTION HEREIN CONTEMPLATED OR ANY OTHER ACT OR
  OMISSION OF SELLER.  
  
         7.3.   Attorney's Fees.  If it shall be necessary for either
  Purchaser or Seller to employ an attorney to enforce its rights
  pursuant to this Contract, the party prevailing in any final
  judgment shall be entitled to reimbursement by the other party for
  all reasonable costs, charges and expenses, including attorney's
  fees, expended or incurred in connection therewith.  
  
                                         ARTICLE 8.
  
                                        MISCELLANEOUS
  
         8.1.   Brokers.     It is understood and agreed that the only
  broker involved in the negotiation and consummation of this
  Contract has been and is CB Commercial Real Estate Group, Inc. (the
  "Broker") and conditioned upon the closing of the transaction
  contemplated hereby, Seller shall pay the Broker a commission in
  the amount set forth in a separate agreement between Seller and
  Broker, but such commission shall be payable only if, as, and when
  the sale is closed and consummated.  Each of the parties represents
  to the other that it has not incurred and will not incur any
  liability for brokerage fees, finder's fees or agent's commissions
  in connection with this Contract other than the liability of Seller
  as set forth in this paragraph and agrees to indemnify, defend and
  hold harmless the other from all liabilities, damages, expenses and
  costs, including attorneys' fees, incurred as a result of such
  party's breach of such representation.  If this Contract is
  terminated for any reason, there will be no commission due or
  payable hereunder without regard to fault by either party.  In
  accordance with the requirements of the Texas Real Estate License
  Act, Purchaser is hereby advised by the Broker:  (a) that Purchaser
  should be furnished with or obtain a policy of title insurance or
  have the abstract covering the Properties examined by an attorney
  of Purchaser's own selection, and (b) that unless otherwise agreed
  to in writing by the parties hereto and the Brokers, Brokers are
  being paid by Seller and are representing Seller in this
  transaction.  This provision shall survive Closing.  
  
         8.2.   Condemnation.  If any material part of the Properties is
  condemned prior to the Closing Date, Seller shall promptly give
  Purchaser written notice of such condemnation and Purchaser shall
  have ten (10) days after the receipt of such notice within which to
  notify the Seller in writing of its election to either (i) proceed
  to consummate the purchase of the Properties, remaining subject to
  sale by Seller, such Properties being conveyed in their "AS IS,
  WHERE IS" condition, and, if the condemnation proceeds are
  available prior to the Closing Date, having the condemnation
  proceeds applied to reduce the Purchase Price provided herein, or,
  if such proceeds are not available prior to the Closing Date, take
  the Properties subject to such condemnation with all condemnation
  proceeds to be delivered to Purchaser, or (ii) declare this
  Contract terminated and have the Earnest Money and any interest
  earned thereon delivered to Purchaser, with no broker's fee due to
  any person, and neither party shall have any further obligations
  under this Contract except for the indemnity and obligations under
  Sections 8.11 and 8.17 hereof.  If Purchaser fails to notify
  Purchaser in writing within the ten day period provided in this
  Section, Purchaser shall be deemed to have elected to consummate
  the purchase pursuant to the first option.
  
         8.3.   Casualty Loss.  If the Properties hereafter are damaged
  by fire, tornado, or other casualty prior to Closing and the cost
  of repairing the Properties and restoring the same to their
  condition at the time immediately preceding the casualty is at
  least $750,000.00 (with respect to the Woodbranch Building) or
  $1,250,000.00 (with respect to the North Belt Building) (as
  determined by a contractor selected by Seller), Purchaser shall
  have the option of either (i) canceling this Contract, thereby
  releasing the parties from all obligations hereunder (except for
  the indemnity and obligations under Sections 8.11 and 8.17) and
  requiring the return of the Earnest Money and any interest earned
  thereon to the Purchaser, or (ii) proceeding to close this
  transaction with the Properties in their "AS IS, WHERE IS"
  condition and with either (a) the Purchase Price being credited by
  reducing the amount of the Purchase Price by an amount equal to the
  insurance proceeds, if any, related to the Properties actually
  collected by the Seller prior to the Closing or (b) the Seller
  assigning to Purchaser the right to collect the insurance proceeds
  related to the Properties, up to the amount of the actual expenses
  incurred by Purchaser in connection with repairing such damage or
  destruction.  If the cost to repair and restore the Buildings will
  be less than the respective amounts set forth above (according to
  Seller's contractor) or if Purchaser does not notify Seller in
  writing of its election to cancel this Contract within ten (10)
  days from notice to Purchaser that the damage or destruction will
  cost more than the respective amounts set forth above to repair and
  restore, the Purchaser and Seller will close the transaction as
  provided hereunder, with the Properties conveyed to Purchaser in
  their "AS IS, WHERE IS" condition and Seller assigning to Purchaser
  the right to collect the insurance proceeds related to the
  Properties, up to the amount of the actual expenses incurred by
  Purchaser in connection with repairing such damage or destruction.
  
         8.4.   Past Due Rents.  Notwithstanding that Purchaser is
  obligated pursuant to Section 6.4 hereof to use its good faith
  efforts to collect all past due rents and late charges on behalf of
  Seller, Seller shall have the right to contact any person obligated
  for such rents and charges in order to collect same in Seller's
  name and as the former owner of the Properties.  Purchaser shall
  join in the execution of any letter or release reasonably deemed
  necessary by Seller to effectuate the collection of such rents and
  charges.
  
         8.5. Notices.  All notices, demands, requests and other
  communications required or permitted hereunder shall be in writing
  and shall be (a) hand-delivered, (b) delivered by a nationally
  recognized overnight courier service (c) mailed, certified mail,
  return receipt requested, or (d) telecopied, addressed to the
  addressee as follows:
  
         If mailed                  The Penn Mutual Life Insurance Company
         to Seller:                 Independence Square
                                    Philadelphia, PA  19172
                                    Attn:  Mr. Michael Baron
                                    Telecopier No.: (215) 672-2760
  
         If delivered to            The Penn Mutual Life Insurance Company
         Seller by overnight        600 Dresher Road
         courier:                   Horsham, Pa. 19044
                                    Attn: Mr. Michael Baron
  
         with a copy to:            Hirsch & Westheimer, P.C.
                                    25th Floor, NationsBank Center
                                    700 Louisiana
                                    Houston, Texas  77002
                                    Attn: Mr. Lee E. Herman
                                    Telecopier No.: (713) 223-9319
  
         If to Purchaser:           Parkway Houston, Inc.
                                    188 E. Capitol St., Suite 300
                                    Jackson, Ms. 39202
                                    Attn: Mr. Steve Rogers
                                    Telecopier No.: (601) 949-7049
  
         with a copy to:            Mr. Robert C. Hutchison
                                    Forman, Perry, Watkins & Krutz
                                    188 East Capitol Street, Suite 1200
                                    Jackson, Mississippi 39201
                                    Telecopier No.: (601) 960-8613
  
  The communication shall be deemed delivered upon receipt if by
  hand-delivery.  Notice deposited with an overnight courier shall be
  deemed delivered one (1) day after such deposit.  Notice mailed as
  provided above shall be deemed delivered three (3) days after
  deposit in an official depository of The United States Postal
  Service.  Notice telecopied shall be deemed delivered the day of
  transmittal, if transmittal is completed prior to five o'clock p.m.
  according to the local time of the recipient, and otherwise the day
  after transmittal.  Either party may change the place or telecopy
  telephone number for giving notices by notifying all parties hereto
  in a manner set forth in this Section 8.5, and such new address and
  telephone number shall be effective for notice purposes ten (10)
  days after the change has been delivered to all parties in a manner
  set forth herein.  If the date for delivery of a notice required
  hereunder is a Saturday, Sunday or legal holiday in the State of
  Texas, such notice shall be delivered no later than the next
  business day. 
  
         8.6.   Governing Law; Venue.  THIS CONTRACT IS BEING EXECUTED
  AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF
  TEXAS, AND THE LOCAL LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY,
  CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS CONTRACT. 
  THIS CONTRACT SHALL BE PERFORMABLE IN HARRIS COUNTY, TEXAS.
  
         8.7.   Entirety and Amendments.  This Contract embodies the
  entire agreement between the parties with regard to the transaction
  contemplated by this Contract and supersedes all prior or
  contemporaneous written or oral agreements and understandings
  between the parties relating to the Property (except for that
  certain Access and Confidentiality Agreement pertaining to the
  Property previously executed by the parties, which remains in full
  force and effect), and may be amended or supplemented only by an
  instrument in writing executed by the party against whom
  enforcement is sought.  
  
         8.8.   Invalid Provisions.  If any provision of this Contract is
  held to be illegal, invalid or unenforceable under present or
  future laws, such provision shall be fully severable; the Contract
  shall be construed and enforced as if such illegal, invalid or
  unenforceable provision had never comprised a part of the Contract;
  and the remaining provisions of the Contract shall remain in full
  force and effect and shall not be affected by the illegal, invalid
  or unenforceable provision or by its severance from this Contract. 
  
         8.9.   Parties Bound.  This Contract shall be binding upon and
  inure to the benefit of Seller and Purchaser and their respective
  successors and Seller's assigns.  This Contract may be assigned by
  Seller without Purchaser's consent, but Purchaser may not assign
  this Contract without the prior written consent of Seller and any
  attempt to do so shall be void ab initio.  If Purchaser validly
  assigns this Contract, the Assignee shall assume all of the rights,
  duties and obligations of Purchaser hereunder and if the assignee
  is a corporation or limited liability company or Purchaser is not
  a general partner in any partnership assignee, Purchaser shall
  execute a specific guarantee of Purchaser's obligations hereunder. 
  Promptly upon a valid assignment of this Contract, Purchaser shall
  deliver to the Seller and the Title Company a copy of the
  assignment document.
  
         8.10.         Further Acts.  In addition to the acts recited in
  this Contract to be performed by Seller and Purchaser, Seller and
  Purchaser agree to perform or cause to be performed any and all
  such further acts as may be reasonably necessary to consummate the
  transaction contemplated hereby.  This provision shall expressly
  survive the Closing.
  
         8.11.         Access to Property.  It is agreed that Purchaser,
  its agents and representatives, shall have the right, from time to
  time after one (l) business day's notice of its intent to do so, to
  enter upon the Property to inspect the same, provided that
  Purchaser shall not enter any space leased to tenants without the
  prior written consent of such tenant and Seller.  Purchaser shall
  repair any damage to the Property caused by its or its agent's or
  representative's entry on or inspection of the Property.  Purchaser
  agrees to indemnify and hold Seller harmless from and against any
  and all claims, demands, damages, costs and expenses which may be
  incurred by Seller arising out of Purchaser's or its agent's or
  representative's activities on or related to the Property, which
  indemnity shall survive the Closing or termination of this
  Contract.  This provision supplements, but does not amend or
  supersede, the above-referenced Access and Confidentiality
  Agreement.
  
         8.12.         Time of Essence.  It is agreed that time is of the
  essence of this Contract.  
  
         8.13.         Additional Audits.  For sixty (60) days after the
  Closing, Purchaser shall have the right to conduct an audit of the
  books and records of Seller related solely to the operations and
  financial results of the Properties, provided that (a) such audit
  is (i) conducted solely for the purpose of complying with the
  requirements of securities laws then applicable to Purchaser and
  (ii) limited to the extent necessary to comply with such
  requirements, (b) Purchaser shall first use its best efforts to
  satisfy such requirements by auditing the books and records at the
  Properties and/or retained by The Trammel Crow Company and (c) the
  information obtained in such audit will not be used for any purpose
  other than complying with such securities laws.
  
         8.14.         Effective Date.  The "Effective Date" of this
  Contract shall be the date on which a fully executed counterpart of
  this Contract and the Earnest Money payment is deposited in escrow
  with the Title Company, as evidenced by the signature of an agent
  of the Title Company below.
  
         8.15.         Pronouns.  All pronouns and any variations thereof
  shall be deemed to refer to the masculine, feminine or neuter,
  singular or plural, as the identity of the person or persons may
  require.  
  
         8.16.         Exhibits.  All exhibits, if any, described herein
  are attached hereto and incorporated herein by reference for all
  purposes.  
  
         8.17.         Disclosures.  Purchaser agrees to hold all
  information furnished by or on behalf of Seller to Purchaser, and
  Seller agrees to hold all information furnished by or on behalf of
  Purchaser to Seller, in strict confidence and not to release the
  same to any third party except Purchaser's and Seller's respective
  attorneys, accountants and environmental consultants.  If this
  Contract is terminated for any reason, Purchaser shall deliver to
  Seller all documents, instruments, certificates and agreements
  related to the Properties provided to Purchaser by or on behalf of
  Seller and all reports related to the Properties, unless Purchaser
  is prohibited from delivering particular reports or studies by the
  confidentially restraints in the reports and studies, which
  restraints Purchaser will diligently try to have removed or waived
  with respect to Seller.  This provision supplements, but does not
  amend or supersede, the above-referenced Access and Confidentiality
  Agreement.
  
         8.18.         Counterparts.  This Contract may be executed in
  counterparts, each of which shall be an original, but all of which
  shall be one and the same Contract. 
  
         IN WITNESS WHEREOF, the parties hereto have executed this
  Contract as of the last date on which any of the parties hereto
  executes this Contract.  
  
                                           SELLER:
  
                                           THE PENN MUTUAL LIFE INSURANCE
                                           COMPANY
  
                                           By: --------------------------------
                                               Michael S. Baron, Vice President
  
                                           Date of Execution: April 15, 1996
  
                                           PURCHASER:
  
                                           PARKWAY HOUSTON, INC.
  
                                           By:---------------------------------
                                               Steven G. Rogers, President
  
                                           By:---------------------------------
                                               Mitch Mattingly, Vice President
  
                                           Date of Execution: April 15, 1996
  
                                           Federal Employer Identification
                                           Number:
  
                                           64-0874784