content: SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
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                              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):  August 9, 1996
                                                    ---------------
  
  
                      PARKWAY PROPERTIES, INC.
  - ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                    1-11533                   74-2123597
  - ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  
  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
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.   Acquisition or Disposition of Assets.
  
                 On August 9, 1996, Parkway Atlanta, Inc., a wholly-
            owned   subsidiary   of   Parkway   Properties,    Inc.
            ("Parkway") purchased two office buildings in  Atlanta,
            Georgia from Carfax Enterprises Limited Partnership, an
            unrelated  party.  The Falls Pointe  Building  contains
            approximately 105,655 square feet of rentable area  and
            has a 420 space surface parking area.  The Falls Pointe
            Building  was 99% leased at the date of purchase.   The
            Roswell  North  Building contains approximately  57,715
            square  feet of rentable area and has a 232  space  two
            level parking deck.  The Roswell North Building was 92%
            leased  at  the  date  of  purchase.   The  $14,000,000
            purchase  price  for  the  two building  portfolio  was
            funded from existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
                 (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial  statements  of  the  Falls  Pointe  and
                 Roswell  North buildings 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  the  Falls  Pointe  and
                 Roswell North buildings.
  
                 (c)  Exhibits.
  
                                 (10)  Purchase and Sale  Agreement
                 among Carfax Enterprises Limited Partnership,  and
                 The  Parkway Company dated April 29, 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
                                  
                      PARKWAY PROPERTIES, INC.
                                  
                                  
                             SIGNATURES
  
  
            Pursuant to the requirements of the Securities Exchange
  Act  of  1934, the Registrant has duly caused this report  to  be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  
  
  DATE:       August 23, 1996
  
                                          PARKWAY PROPERTIES, INC.
  
  
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President, Chief Financial 
                                          Officer, Treasurer and Secretary
  
  
  
                     PURCHASE AND SALE AGREEMENT
  
                                among
  
  
               CARFAX ENTERPRISES LIMITED PARTNERSHIP
                                  
                                 and
  
                         THE PARKWAY COMPANY
  
  
                           APRIL 29, 1996
  
                     PURCHASE AND SALE AGREEMENT
  
  
        This Purchase and Sale Agreement ("Agreement") is made  and
  entered into on or as of the Effective Date, by and among  CARFAX
  ENTERPRISES  LIMITED PARTNERSHIP, a Delaware limited  partnership
  ("Seller")   and   THE  PARKWAY  COMPANY,  a  Texas   corporation
  ("Purchaser")  to  reduce  to writing  their  understandings  and
  agreements  concerning the purchase and sale of certain  improved
  real  property  and  certain  tangible  and  intangible  personal
  property.
  
       WHEREAS, Seller is the owner of two separate parcels of land
  located  on Roswell Road, Fulton County, Georgia, and  on  Morgan
  Falls  Road,  Fulton County, Georgia (collectively, the  "Land");
  and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land consisting principally, but not exclusively, of
  two  office  buildings known as the "Spalding Building"  and  the
  "Falls    Pointe    Office    Building"    (collectively,     the
  "Improvements"); and
  
        WHEREAS,  Seller  owns and/or possesses  certain  items  of
  tangible and intangible personal property (collectively "Personal
  Property") used or available for use by Seller in the management,
  operation and/or maintenance of the Improvements; and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to  Purchaser, and Purchaser desires to purchase and acquire from
  Seller,  the  Land  and  Improvements,  including  the  Buildings
  (collectively   "Real  Property"),  and  the  Personal   Property
  pursuant to the terms and conditions set forth herein.
  
        NOW,  THEREFORE, in consideration of the premises, and  the
  mutual  covenants,  agreements,  representations  and  warranties
  contained  in  this  Agreement,  and  intending  to  be   legally
  obligated, Purchaser and Seller agree as follows:
  
                                  
                               ARTICLE
  
                          PURCHASE AND SALE
  
          Purchase and Sale.  Subject to the provisions of, and  on
  the  basis  of  the  covenants, agreements,  representations  and
  warranties  contained in this Agreement, Seller agrees  to  sell,
  transfer,  assign and convey the Real Property and  the  Personal
  Property  (collectively  "Assets") to  Purchaser,  and  Purchaser
  agrees to purchase and acquire the Assets from Seller.
  
         Real Property Identified.  The Real Property includes:
  
               Description  of Land.  The real estate described  in
       Exhibit 2(a) attached hereto.
  
                Description  of  Improvements.   The  Improvements,
       including the Spalding Building and the Falls Pointe  Office
       Building,   all   building  materials,  fixtures,   heating,
       ventilation   and   air  conditioning   systems,   canopies,
       sidewalks,  walkways, planters and landscape materials,  and
       all  other  real property improvements owned by  Seller  and
       located  in,  on or under the Land or related  to,  used  or
       available  for use in the ownership, conduct,  operation  or
       maintenance of the Real Property.
  
               Rights  and  Appurtenances.  All and  singular,  the
       rights  and  appurtenances pertaining to the Real  Property,
       including, but not limited to, any right, title and interest
       of  Seller  in  and  to  adjacent  streets,  roads,  alleys,
       easements and rights-of-way.
  
         Personal Property Identified.
  
               Description  of  Tangible  Personal  Property.   The
       tangible Personal Property consists of all material tangible
       personal property owned by Seller and used or available  for
       use  by Seller in the ownership, operation and/or management
       of  the  Real  Property  and in the  repair,  operation  and
       maintenance  of  the Assets, including, without  limitation,
       all  equipment,  tools,  machinery, furniture,  furnishings,
       office  and  other supplies, inventories,  spare  parts  and
       other tangible personal property located on or attached  to,
       or  used  or  available for use in the  ownership,  conduct,
       operation or maintenance of the Real Property.  The tangible
       Personal   Property  specifically  includes   all   tangible
       personal  property located in any management office  at  the
       real property owned or leased by Seller.
  
               Description  of Intangible Personal  Property.   The
       intangible  Personal  Property  consists  of  all   material
       intangible  personal property owned by Seller  and  used  by
       Seller in the ownership, operation and/or management of  the
       Real  Property and in the repair, operation and  maintenance
       of  the  Assets  and includes, without limitation,  (i)  all
       assignable   guarantees  and  warranties  (including   those
       pertaining  to  construction of the Improvements,  if  any);
       (ii)  all assignable licenses and other permits relating  to
       the  Assets  or the operation thereof; (iii) all  assignable
       contracts,  agreements  and contract rights;  (iv)  Seller's
       interest  in all utilities, utility connections and  utility
       rights in connection with the Assets; (v) all rights to  use
       the  name  "Spalding  Building"  and  "Falls  Pointe  Office
       Building"  on  a non-exclusive basis; and (vi)  all  leases,
       tenancies    and    rental   agreements   or    arrangements
       (collectively  "Leases") with tenants, and security,  damage
       and other deposits and payments which have been collected by
       Seller with respect to the Leases and not retained by Seller
       in  accordance  with  the terms of the Leases  (collectively
       "Deposits").
  
                Other   Rights  Included.   The  Personal  Property
       includes such other rights, interests and property as may be
       specified   in  this  Agreement  to  be  sold,  transferred,
       assigned or conveyed by Seller to Purchaser.
  
                               ARTICLE
  
                           PURCHASE PRICE
  
          Escrow  Deposit.  Purchaser shall within two (2) business
  days  following the Effective Date deliver to Metropolitan  Title
  Agency,  Inc.,  as  agent  for Chicago  Title  Insurance  Company
  ("Title  Company")  the sum of ONE HUNDRED  THOUSAND  AND  NO/100
  DOLLARS ($100,000.00) ("Escrow Deposit") in lawful funds  of  the
  United  States  of America.  If Purchaser elects not  to  proceed
  with  this  transaction prior to the conclusion of the Inspection
  Period,  then Title Company shall refund to Purchaser the  Escrow
  Deposit and all interest accrued thereon.  If Purchaser elects to
  proceed with this transaction at the conclusion of the Inspection
  Period, the Escrow Deposit and all interest thereon, shall become
  non-refundable  to  Purchaser but shall be  credited  toward  the
  Purchase  Price upon Closing.  Title Company is hereby instructed
  to  invest  the  Escrow  Deposit in an FDIC  insured  high  yield
  interest  bearing account in the name of Purchaser.   Purchaser's
  taxpayer  identification  number is  74-2123597.   Purchaser  and
  Seller hereby acknowledge and agree that all accrued interest  on
  the deposit shall be credited to Purchaser, provided, however, in
  the event that this transaction does not close due to an event of
  default  by Purchaser and through no fault of Seller, the  Escrow
  Deposit  and  all accrued interest thereon shall be delivered  to
  Seller as hereinafter set forth.
  
          Purchase  Price.   Seller agrees to sell,  and  Purchaser
  agrees  to purchase, the Assets for a total purchase price  equal
  to  FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00) plus  or
  minus prorations and other adjustments provided by this Agreement
  ("Purchase  Price"), upon and in accordance with  the  terms  and
  conditions of this Agreement ("Transaction").  The Purchase Price
  shall  be  allocated as follows: (a) $5,100,000 to  the  Spalding
  Building; and (b) $8,900,000 to the Falls Pointe Office Building.
  The  Improvements Escrow described in Section   shall  be  funded
  with proceeds of the Purchase Price allocated to the Falls Pointe
  Office Building.
  
          Balance  of Purchase Price.  The balance of the  Purchase
  Price  (of which the Escrow Deposit may be a part), plus or minus
  prorations,  shall  be  paid in immediately  available  funds  to
  Seller on the Closing Date.
  
                               ARTICLE
  
                           ESCROW; CLOSING
  
          Escrow Agent.  Title Company is authorized and instructed
  to  act  as escrow agent pursuant to the terms of this Agreement.
  By execution of the acknowledgment attached hereto, Title Company
  acknowledges receipt of the Escrow Deposit.  Purchaser and Seller
  shall  execute  any  additional  escrow  instructions  reasonable
  required  by Title Company to complete the transactions  provided
  for herein.
  
          Closing.  Closing shall be on such date and at such place
  as  Seller  and  Purchaser  shall mutually  determine  (hereafter
  referred to as "Closing Date" or "Closing") provided, however, in
  no  event  shall  the Closing Date be later than forty-five  (45)
  days from the Effective Date, unless such date is extended by the
  mutual  agreement  of Seller and Purchaser.  Notwithstanding  the
  foregoing  sentence,  Purchaser may extend  the  Closing  for  an
  additional  thirty   (30)  days if  the  condition  contained  in
  Section  regarding the CIGNA lease renewal has not been satisfied
  prior  to  the  end of the Inspection Period.  As a condition  to
  Purchaser  exercising such right to extend the Closing, Purchaser
  must  provide  Seller  reasonable  evidence  that  Purchaser   is
  satisfied  with  respect to the status of title, survey  and  all
  matters  covered by the Purchaser's inspection of the Assets  and
  that  the  only  condition to the Escrow  Deposit  becoming  non-
  refundable is satisfaction of the condition contained in  Section
   .   In  such  an  event and upon satisfaction  of  the  condition
  contained  in  Section , Purchaser and Seller shall undertake  to
  close the transaction contemplated hereby with fifteen (15)  days
  following such satisfaction not to exceed seventy-five (75)  days
  from  the  Effective Date.   As used herein, Closing  shall  mean
  Closing  or any extension thereof as determined by Purchaser  and
  Seller.
  
  
         Closing Costs.
  
               Seller's  Payments.  Seller shall pay the  cost  and
       expenses of (i) the survey; (ii) the title search and  title
       insurance commitment; (iii) the fees for recording the  deed
       conveying  the  Real Property; (iv) any other transfer  tax,
       documentary  stamp tax or similar tax which becomes  payable
       by reason of the transfer of the Assets; and (v) one-half of
       any escrow fees charged by Title Company.
  
               Purchaser's Payments.  Purchaser shall pay  (i)  the
       premium  of  the owner's and/or mortgagee title  policy  and
       (ii) one-half of any escrow fees charged by Title Company.
  
               Attorneys'  Fees.   Each  party  will  pay  its  own
       attorneys' fees and expenses.
  
          Prorations.   The  following  prorations  shall  be  made
  effective  as  of  the Closing Date and, to the extent  possible,
  shall be made tentatively at Closing:
  
               Proration Date.  All prorations shall be made as  of
       12:01  a.m., according to the time zone in which the  Assets
       are  located,  on  the Closing Date, as  if  Purchaser  were
       vested  with  title to the Assets during the entire  Closing
       Date.
  
               Rents.  All rents under the Leases for the month  in
       which  Closing occurs which are actually received by  Seller
       shall  be  prorated  as of the Closing  Date.   All  advance
       payments of rents, other than for the month in which Closing
       occurs,  and  all Deposits shall be paid by  Seller  to  the
       Purchaser at Closing.  All rent payable prior to or for  the
       month  in which Closing occurs which have not been collected
       by  Seller  as  of  the Closing Date shall be  delivered  to
       Seller  if  and  when  collected  by  Purchaser.   All  rent
       received  by  Purchaser  after the  Closing  Date  shall  be
       applied  first  to  current rentals and then  to  delinquent
       rentals, if any, in the inverse order of maturity.
  
               Taxes.   Ad Valorem and personal property taxes  and
       assessments against the Assets for the year of Closing shall
       be  prorated between Seller and Purchaser as of the  Closing
       Date.   If  actual taxes are unknown, they shall be prorated
       based  upon  the best available information from  the  local
       taxing  authority.  To the extent that the actual taxes  for
       the  current year differ from the amounts so apportioned  at
       Closing,  Seller  and  Purchaser shall  make  all  necessary
       adjustments  by  appropriate  payments  between   themselves
       following Closing.
  
               Utilities.  Charges for utilities serving the Assets
       shall  be  determined  as of the day preceding  the  Closing
       Date, and Seller shall pay the amount of the utility charges
       to  such  date  to  the  utility companies  involved  or  to
       Purchaser  in  the  event Purchaser is responsible  for  the
       payment  of  such utility charges.  All utility deposits  of
       Seller shall belong to Seller.
  
          Contract  Charges.   Charges with  respect  to  Contracts
  transferred and assigned to Purchaser shall be prorated as of the
  Closing  Date.  Payments for obligations under leases of tangible
  Personal Property transferred and assigned to Purchaser  will  be
  prorated  as  of  the Closing Date.  Any other  properly  accrued
  items of current revenue or expense, shall be prorated as of  the
  Closing  Date.   To  the  extent not  reflected  in  the  closing
  statements  evidencing  the  transaction  contemplated  by   this
  Agreement,   Purchaser  and  Seller  agree  to   adjust   between
  themselves  outside  of  Closing  any  amounts  which   are   the
  responsibility of the other party pursuant to this subsection.
  
               Operating  Expenses.  Except as  otherwise  provided
       herein, any and all costs, expenses and liabilities relating
       to  the  operation, management or ownership  of  the  Assets
       arising  or  accruing  prior to the  Closing  Date  are  the
       responsibility  of  the Seller and will be  paid  by  Seller
       promptly upon receipt of billing therefor.
  
        The  agreements with respect to prorations in this  Section
  shall  survive Closing.  Final settlement of all prorated  items,
  except  real  estate taxes if not possible,  shall  occur  on  or
  before  90  days after the Closing Date, or on the next  business
  day  if  the  90th  day is a Saturday, Sunday or  legal  holiday.
  Liabilities  accruing  prior to the Closing  Date  shall  be  the
  responsibility of Seller.  Liabilities accruing on or  after  the
  Closing Date shall be the responsibility of Purchaser.
  
                               ARTICLE
  
                            TITLE MATTERS
  
          Title  Report/Commitment  for  Title  Insurance.   Seller
  hereby  instructs  Title  Company  to  prepare  and  deliver   to
  Purchaser,  Seller and the surveyor described below, at  Seller's
  expense,  as  soon as possible after the Effective Date  a  title
  commitment issued by Chicago Title Insurance Company (the  "Title
  Commitment")  covering  the Real Property,  showing  all  matters
  affecting title to the Real Property and binding Title Company to
  issue  to  Purchaser  at  Closing  an  owner's  policy  of  title
  insurance on the standard form of policy promulgated by the State
  of  Georgia in the full amount of the Purchase Price pursuant  to
  Section 4.4 hereof.  Seller and Purchaser further instruct  Title
  Company  to  deliver  to such parties copies of  all  instruments
  referenced in Schedule B, Section II of the Title Commitment.
  
          Survey.   As  soon as possible after the Effective  Date,
  Seller shall, at its expense, deliver or cause to be delivered to
  Purchaser and Title Company a currently dated as-built survey  of
  the Land and of the Improvements situated thereon (the "Survey"),
  prepared  by  a  surveyor  licensed  by  the  State  of   Georgia
  reasonable  acceptable to Purchaser, certified to  Purchaser  and
  Title  Company by such surveyor as being true, accurate, complete
  and   having  been  prepared  in  accordance  with  the   minimum
  requirements for a Land Title Survey adopted by the American Land
  Title  Association.  The Survey shall reflect the total  area  of
  the  Real  Property,  the location of all improvements,  recorded
  easements  and  encroachments, if any, located  thereon  and  all
  building  and  set back lines and other matters  of  record  with
  respect thereto.  Said Survey shall also certify that the Land is
  not  in  an  area  identified by an agency or department  of  the
  federal  government as having special flood or  mudslide  hazards
  which  require flood insurance under the Flood Insurance  Act  of
  1968.  Seller shall provide at Closing a certificate to Purchaser
  and  Title  Company  if  requested,  that  there  have  been   no
  improvements  made to the Real Property since  the  date  of  the
  Survey which would alter the depictions on the Survey.
  
          Title  Defects.  If the legal description of the Land  as
  determined  by  the  Survey  is not  consistent  with  the  legal
  description  contained in Exhibit 2(a) and/or the  title  to  the
  Real   Property  is  determined  to  be  subject  to  conditions,
  encumbrances, exceptions or restrictions or if Seller's title  to
  appurtenant rights-of-way or easements is defective (collectively
  "Title  Defects") then Seller may at its option  either  cure  or
  cause  to be cured such Title Defects to Purchaser's satisfaction
  on  or  before the Closing Date. Within fifteen (15)  days  after
  receipt  of  the  later of the Title Commitment and  the  Survey,
  Purchaser  shall notify Seller of the Title Defects to  be  cured
  ("Purchaser's  Notice").   Any  matter  disclosed  in  the  Title
  Commitment and the Survey and not objected to by Purchaser  shall
  be deemed a "Permitted Exception."  Seller shall notify Purchaser
  of  Seller's  decision not to cure any Title Defect within  three
  (3)  days  after  receipt of Purchaser's Notice.   If  the  Title
  Defects  are  not cured by Seller on or before the  Closing  Date
  then  Purchaser may (i) elect to waive the uncured Title Defects,
  or  (ii) terminate this Agreement in which event Purchaser  shall
  receive  a return of the Escrow Deposit and all interest  accrued
  thereon.
  
          Title Insurance.  At Closing, Seller and Purchaser  shall
  cause  Title  Company  to  issue a  final  update  to  the  Title
  Commitment in which the "GAP" exception has been deleted, binding
  Title  Company  to issue to Purchaser an owner  policy  of  title
  insurance (the "Title Policy") covering the Real Property in  the
  full amount of the Purchase Price.  The Title Policy shall be  an
  ALTA  Form 1970-B owner's policy of title insurance subject  only
  to: (a) current non-delinquent real estate taxes and assessments;
  (b)  matters  set forth in the Title Commitment and  approved  or
  waived by Purchaser; (c) any other matters approved in writing by
  Purchaser;  (d) title exceptions caused by acts or  omissions  of
  Purchaser; and (e) matters excepted or excluded from coverage  by
  the  printed  terms of the title insurance policy  standard  form
  (except for survey (if requested by Purchaser) and mechanics  and
  materialmen's lien exceptions which shall be deleted).
  
                               ARTICLE
  
                        INFORMATION SCHEDULES
  
          Information  Schedules.  As soon as  possible  after  the
  Effective Date, Seller shall deliver or cause to be delivered  to
  Purchaser  copies of all schedules referred to in this Agreement,
  including the following schedules and other information described
  below:
  
               Rent  Roll.  A complete list and description  ("Rent
       Roll  Schedule"),  and  true and  complete  copies,  of  all
       Leases,  rental applications, occupancy inspections,  rental
       deposit   agreements,   concession  agreements   and   other
       agreements  or  documents  with  tenants.   The  Rent   Roll
       Schedule shall include a separate schedule of (i) the tenant
       names,  (ii) the location in the Buildings, (iii) the rental
       rate and deposits paid by each tenant, and (iv) the term  of
       each Lease.
  
               Contracts.   An  itemized schedule  and  description
       ("Contracts  Schedule")  of all written  and  oral  service,
       maintenance,  management and other agreements, equipment  or
       appliance leases, non-governmental franchises, contracts and
       arrangements   relating   or  pertaining   to   the   Assets
       (collectively "Contracts").  Unless Purchaser makes  written
       request  to  cancel any Contract contained in the  Contracts
       Schedule  prior  to  the end of the Inspection  Period,  the
       Contracts  contained  in  the Contracts  Schedule  shall  be
       transferred and assigned by Seller to Purchaser at  Closing.
       The  Contracts Schedule shall include (i) the names  of  the
       parties to each Contract, (ii) the service rendered or to be
       rendered or the goods supplied or to be supplied under  each
       Contract, (iii) the compensation or other amount payable  by
       or  to  Seller  under  each Contract,  (iv)  the  terms  and
       conditions of termination of each Contract, and (v) indicate
       each  Contract  which  is  oral.  In  lieu  of  providing  a
       detailed Contracts Schedule, Seller may provide to Purchaser
       copies of all Contracts.
  
               Personal Property.  A true and complete schedule and
       description  ("Personal Property Schedule") of all  material
       tangible Personal Property.
  
              Permits.  A list and description ("Permits Schedule")
       of  all  current  franchises, business  or  other  licenses,
       bonds,  permits,  certificates,  authorizations  and   other
       evidences  of consent, approval, authorization or permission
       relating to or affecting the Assets (collectively "Permits")
       of or from any person, including any governmental authority,
       held  by Seller including any pending applications, but only
       to  the extent that Purchaser may obtain or derive a benefit
       from  such  Permits after Closing.  In lieu of  providing  a
       detailed  Permits Schedule, Seller may provide to  Purchaser
       copies of all Permits.
  
               Disputes.   An  itemized  schedule  and  description
       ("Schedule of Disputes") of all material invoices, bills  or
       other price, expense or cost determination documents of  all
       persons  who have performed or supplied or who are obligated
       to  perform  or  supply materials, labor or  other  personal
       services  to, for or related to the Assets, if  any  dispute
       exists with respect to any amount due or payable to,  or  to
       the past or future performance or supply of materials, labor
       or  other  personal services by or with,  any  such  person.
       Schedule  of  Disputes shall include (i) the names  of  each
       such person, (ii) the amount payable to and in dispute or  a
       description of any other dispute with such person, and (iii)
       the  date  such amount became due or payable to or the  date
       the  dispute arose with such person.  Purchaser acknowledges
       that  the  Schedule of Disputes includes  only  matters  for
       which  a  dispute exists on or after the execution  of  this
       Agreement.
  
                Warranties.   A  list  and  description  ("Warranty
       Schedule") of all material third party bonds, warranties and
       guaranties, if any, which are in effect with respect  to  or
       which  benefit  any  portion of  the  Assets.   In  lieu  of
       providing  a detailed Warranty Schedule, Seller may  provide
       to Purchaser copies of all bonds, warranties and guaranties.
  
               Operating Statements.  True and complete  copies  of
       all  operating statements for the Assets for  the  last  two
       calendar years and for calendar month ending April 30,  1996
       (collectively  "Operating Statements");  provided,  however,
       that  with  respect to the Spalding Building, such operating
       statements  need cover only such portion of  the  prior  two
       calendar years during which the Spalding Building was  owned
       by Carfax.
                               ARTICLE
  
                             INSPECTION
  
          Inspection Period.  During the period beginning upon  the
  Effective  Date  and  ending at 5:00 p.m.,  local  time,  on  the
  thirtieth  (30th) day after the Effective Date  (such  period  of
  time   hereinafter  referred  to  as  the  "Inspection  Period"),
  Purchaser  shall have the right to make a physical inspection  of
  the  Assets and to examine the financial and operating books  and
  records  relating to the Assets maintained by or for the  benefit
  of   Seller.    All  such  inspections  shall  be  conducted   at
  Purchaser's  sole risk and expense.  Purchaser and/or Purchaser's
  agents  and representatives shall have the right to conduct  such
  non-destructive  physical  engineering,  feasibility  and   other
  studies  and tests on or of the Assets as Purchaser considers  to
  be  appropriate.  Also, at Purchaser's expense, Purchaser  and/or
  Purchaser's  agents  and representatives may copy  any  documents
  referred to or described in the schedules but not required to  be
  provided  to  Purchaser as part of any schedule.  All inspections
  shall  occur  at  reasonable  times agreed  upon  by  Seller  and
  Purchaser  and  shall  be  conducted so as  not  to  unreasonably
  interfere  with the use of the Assets by Seller or  its  tenants.
  Purchaser  agrees to indemnify and hold Seller  harmless  of  and
  from  any  claim for damages or injuries arising from Purchaser's
  inspections of the Assets, such obligations shall survive Closing
  or any termination of this Agreement.
  
          Right  of Termination.  Notwithstanding anything in  this
  Agreement  to the contrary, Purchaser shall have the  right,  for
  any  reason  in  Purchaser's  sole and  absolute  discretion,  to
  terminate this Agreement by written notice to Seller on or before
  the  expiration of the Inspection Period and Title Company  shall
  immediately  refund  to  Purchaser the  Escrow  Deposit  and  any
  interest thereon.
  
  
                               ARTICLE
  
                   REPRESENTATIONS AND WARRANTIES
  
          Purchaser's  Representations and  Warranties.   Purchaser
  makes  the  following representations and warranties, as  of  the
  date  of  execution of this Agreement and as of the Closing  Date
  which  shall  survive Closing and conveyance  of  the  Assets  to
  Purchaser:
  
               Authority.   Purchaser is a Texas corporation,  duly
       formed,  organized, existing and in good standing under  the
       laws  of the State of Texas; Purchaser has full legal right,
       power  and  authority  to  execute  and  fully  perform  its
       obligations under this Agreement, without the need  for  any
       further  action  under  its governing instruments;  and  the
       persons  executing  this Agreement and the  other  documents
       required  hereunder  are  the duly  designated  officers  of
       Purchaser and are authorized to do so.
  
               Inspection.  Purchaser has made, or will make  prior
       to  expiration  of  the  Inspection Period,  an  independent
       investigation,  to the extent Purchaser deems  necessary  or
       appropriate,  concerning  the  physical  condition,   value,
       development, use, marketability, feasibility and suitability
       of  the  Assets,  including, without limitation,  land  use,
       zoning and other governmental restrictions.
  
          No Other Seller Representations.  Except as expressly set
  forth  herein, Purchaser acknowledges that no representations  or
  warranties,  express  or implied, have been  made  by  Seller  or
  Seller's representatives.
  
               "AS  IS,  WHERE  IS".   PURCHASER  HEREBY  EXPRESSLY
       ACKNOWLEDGES  THAT  IT HAS INSPECTED AND  EXAMINED  OR  WILL
       INSPECT  AND  EXAMINE  THE PROPERTY  TO  THE  EXTENT  DEEMED
       NECESSARY  BY  PURCHASER  IN ORDER TO  ENABLE  PURCHASER  TO
       EVALUATE THE PURCHASE OF THE PROPERTY.  PURCHASER REPRESENTS
       THAT  IT  IS  A KNOWLEDGEABLE PURCHASER OF REAL  ESTATE  AND
       OFFICE DEVELOPMENTS AND THAT, EXCEPT AS SET FORTH IN SECTION
       ,  IT  IS  RELYING SOLELY ON ITS OWN EXPERTISE AND  THAT  OF
       PURCHASER'S CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR
       WILL  CONDUCT  SUCH  INSPECTIONS AND INVESTIGATIONS  OF  THE
       PROPERTY,  INCLUDING, BUT NOT LIMITED TO, THE  PHYSICAL  AND
       ENVIRONMENTAL CONDITIONS THEREOF.
  
         Seller's Representations and Warranties.  Seller makes the
  following  representations  and warranties  as  of  the  date  of
  execution  of  this Agreement and as of the Closing  Date,  which
  shall survive conveyance of the Assets to Purchaser:
  
              Authority.  Seller is a Delaware limited partnership,
       duly  formed, organized, existing and in good standing under
       the  laws  of the State of Delaware.  Seller has full  legal
       right, power and authority to execute and fully perform  its
       obligations under this Agreement, without the need  for  any
       further  action  under  its governing instruments;  and  the
       persons  executing  this Agreement and the  other  documents
       required  hereunder  are  the duly  designated  officers  of
       Seller and are authorized to do so.
  
               Marketable Title.  At the Effective Date and  as  of
       Closing,  Seller  will own the Personal  Property  free  and
       clear  of  all  liens, claims, encumbrances, and  rights  of
       others, and will convey same to Purchaser.  Seller is not  a
       party  to  any  contract agreement, or commitment  to  sell,
       convey, assign, transfer or otherwise dispose of any portion
       or portions of the Assets.
  
               Liabilities.   As of Closing, except as  created  by
       this  Agreement  or  disclosed  in  the  schedules  attached
       hereto, there will be no obligations or liabilities  of  any
       kind  or nature whatsoever, actual or contingent, including,
       but not limited to any tax liabilities, contract liabilities
       or  tort liabilities (other than liabilities incurred in the
       ordinary  course  of business which shall  be  disclosed  to
       Purchaser in writing prior to the Closing Date or which  are
       contained  in  the  document delivered  to  Purchaser  under
       Section 5.1 hereof) for which or to which Purchaser  or  the
       Assets may be liable or subject to except for non-delinquent
       obligations and liabilities accrued and thereafter  accruing
       under   the  Permitted  Exceptions  or  in  the  course   of
       performance  under  one  or  more  of  such  documents   and
       agreements, disclosed in Section 5.1 hereof.
  
               Contracts.  Except as may be delivered to  Purchaser
       during  the  Inspection  Period, there  are  no  management,
       maintenance  or other contracts in respect of  the  Property
       which  are  not terminable on thirty (30) days' notice.   If
       Purchaser   requests  during  the  Inspection  Period,   any
       existing management contracts will be terminated at Closing.
  
                No   Undisclosed   Matters.   To  Seller's   actual
       knowledge,  there are no unsatisfied requests  for  material
       repairs,  restorations or improvements  from  any  insurance
       carrier  or governmental authority.  Seller has not received
       any  written  notice  from any insurer  of  any  defects  or
       inadequacies in any part of the Assets which would adversely
       affect its insurability, or written notice of any claims  of
       any governmental agency to the effect that the construction,
       operation or use of any of the Assets is in violation of any
       applicable law, ordinance, rule, regulation or order.
  
               No  Defaults.   Seller will not  at  Closing  be  in
       default  in  respect of any of its material  obligations  or
       liabilities  pertaining to the Assets  (including,  but  not
       limited  to,  such  obligations and  liabilities  under  the
       Permitted Exceptions, Contracts or Leases).
  
               Litigation.   There is no litigation of  a  material
       nature  pending or to Seller's actual knowledge,  threatened
       against Seller or the Assets which relates to, or if decided
       adversely,  could have a material adverse effect  upon,  the
       Assets (including condemnation or similar proceeding).
  
               Environmental  Matters.  For  the  purpose  of  this
       Agreement,  the  term "Hazardous Materials" shall  mean  (i)
       each and every substance included within the term "hazardous
       substance"  or "hazardous waste" as defined in  any  one  or
       more    of   the   Comprehensive   Environmental   Response,
       Compensation, and Liability Act of 1980, 42 U.S.C.A. Section
       9601   et   seq.  (as  heretofore  amended),  the  Hazardous
       Materials  Transportation Act of 1975, 49  U.S.C.A.  Section
       1801   et   seq.  (as  heretofore  amended),  the   Resource
       Conservation  and  Recovery Act of 1976, 42  U.S.C.  Section
       6901  et seq. (as heretofore amended) and any other federal,
       state  or  local  environmental laws or regulations  now  or
       hereafter  enacted; (ii) all substances to which  the  rules
       and  regulations promulgated by any Federal or state  agency
       pursuant  to  any one or more of said statutes applies;  and
       (iii)   any   and  all  petroleum  products  and   petroleum
       derivatives.   Seller  represents  unto  Purchaser  that  to
       Seller's actual knowledge, the following matters are true as
       of  the Effective Date, and will also be true as of the date
       of Closing, and shall survive Closing and not merge into any
       documents delivered at Closing:
  
                    Seller has no notice or actual knowledge of any
            (i)  currently  existing violations of federal,  state,
            county  or  municipal environmental laws in respect  to
            the   Assets,  or  (ii)  past,  pending  or  threatened
            administrative  or judicial litigation or  other  legal
            proceedings   including,   without   limitation,    any
            enforcement proceeding under any federal, state, county
            or  municipal  statute, ordinance, rule  or  regulation
            concerning Hazardous Materials, relating to the Assets,
            or of any settlement thereof.
  
                    Seller has no actual knowledge of the existence
            of any underground storage tanks ("USTs") located on or
            below the Land.
  
              Certification of Rent Roll.  No person has any title,
       interest  or right to possession of any portion of the  Real
       Property  as  a lessee, tenant or concessionaire  of  Seller
       except  as  shown on the Rent Roll Schedule.  The Rent  Roll
       Schedule  correctly and accurately states the rent and  term
       for   each  Lease.   Except  as  disclosed  in  writing   to
       Purchaser, the Rent Roll Schedule lists all Leases  and  all
       of  the  Leases  are in full force and effect in  accordance
       with  their written terms and, to Seller's actual knowledge,
       are valid obligations of the tenants.  Seller is not, and to
       Seller's  actual knowledge no tenant is, in default  in  the
       performance  of  or  under any such Lease  in  any  material
       respect  except  as  otherwise  disclosed.   The  Rent  Roll
       Schedule  states  all  Deposits, prepaid  rents,  and  other
       deposits  or  prepayments  for each  Lease.   No  tenant  is
       entitled  to  any rebate, concession, special  allowance  or
       other  benefits, except as stated in the Leases  or  on  the
       Rent Roll Schedule.  To Seller's actual knowledge, no tenant
       has  any  counterclaim, defense or offset to any action  for
       collection  of  rents or other amounts  accruing  after  the
       Closing Date under any Lease.  The rents and other sums  due
       or to become due under each Lease have not been and will not
       be assigned, encumbered or subjected to any liens by Seller,
       except  to lenders whose liens shall be assigned or released
       at  Closing.  Except as disclosed in the Rent Roll Schedule,
       there  has  been  no  deviation  from  any  Lease  or  other
       documents executed by tenants in connection with the Leases.
       Seller  has  paid in full all leasing or similar commissions
       or payment obligations, if any, relating to any Lease.
  
               Operating Statements.  To Seller's actual knowledge,
       the  Operating  Statements prepared by the management  agent
       are true, accurate and complete in all material respects and
       present  fairly  the results of operations for  the  periods
       indicated.
  
               Use of Property.  To Seller's actual knowledge,  (i)
       no  governmental,  public or private  authority  intends  or
       desires to appropriate the use of or limit the use of any of
       the Property pursuant to any condemnation, eminent domain or
       similar  proceeding; (ii) no fact or condition exists  which
       will  result  in  the termination of the Property's  current
       access to and from existing streets and utilities; (iii) the
       utilities   serving   the  Property   include   electricity,
       telephone,  city  water,  cable television,  gas,  and  city
       sanitary  and storm sewer adequate for the existing  use  of
       the  Property as an apartment complex; (iv) the Property  is
       validly  zoned  with  respect to its  existing  use  and  no
       pending,   contemplated  or  threatened  change  in   zoning
       ordinances  are  applicable to the  Property;  and  (v)  the
       Improvements  when constructed complied with all  applicable
       building codes and all signs comply with all applicable sign
       ordinances.
  
               Documentation.   To Seller's actual  knowledge,  all
       documents  which shall be delivered to Purchaser  by  or  on
       behalf  of  Seller  under  this  Agreement  shall  be  true,
       correct, complete and accurate in all material respects.
  
          FIRPTA.  Seller is not a "foreign person" (as defined  in
       the  Internal Revenue Code and Income Tax Regulations).  The
       provisions  of the Foreign Investment in Real  Property  Tax
       Act   of  1980,  as  amended,  are  not  applicable  to  the
       Transaction.
       
              Definition of Knowledge.  Whenever the term "Seller's
       actual  knowledge  is used herein, such phrase  shall  refer
       only  to facts actually known to Norman Harrower, III, Scott
       Jenkins and Kim Northenor.
       
               Covenants  of Seller.  Seller covenants  and  agrees
       with Purchaser as follows:
       
               Access.  During normal business hours prior  to  and
       after  Closing, Seller agrees to give to Purchaser  and  its
       agents  and representatives reasonable access to the  Assets
       and   the  books  and  records  directly  relating  to   the
       ownership,  management, maintenance  and  operation  of  the
       Assets, and all documents directly pertaining to the  Assets
       that  are  in  the possession of Seller, or any of  Seller's
       agents  or  representatives.  Seller will furnish  Purchaser
       with  such additional financial and operating data and other
       information  reasonably  available  to  Seller  as  may   be
       reasonably  necessary for Purchaser to  thoroughly  evaluate
       the Assets.
  
              Additional Audits.  Purchaser shall have, in addition
       to  any  inspection or audit rights contained  elsewhere  in
       this  Agreement, the right to conduct a full  audit  of  the
       books  and records of Seller relating to the operations  and
       financial results of the Property, in such form and at  such
       time,  including up to 270 days after Closing, as  Purchaser
       may   reasonably  determine  is  necessary  to  comply  with
       applicable securities laws requirements, including,  without
       limitation,  Regulation   210.3-14  promulgated  under   the
       Securities  Exchange  Act of 1934, as  amended.   All  costs
       incurred as a result of a Purchaser's undertaking such audit
       shall  be  borne exclusively by Purchaser;  however,  Seller
       shall  make  available such books, records and materials  as
       may  be reasonably requested by Purchaser or its accountants
       in  order  to conduct such audit.  All such audit activities
       shall  be  conducted  at Seller's place  of  business  in  a
       commercially reasonable fashion during normal business hours
       and  upon  five  (5)  days prior notice  from  Purchaser  to
       Seller.
  
              No Material Changes.  Prior to Closing, Seller shall:
       (i)  not  cancel  or permit cancellation of  any  hazard  or
       liability insurance carried with respect to the Assets; (ii)
       remedy  all material violations of laws, ordinances,  orders
       or  requirements relating to the Assets which are not caused
       by  Purchaser  and  of which Seller has received  actual  or
       constructive notice and provide Purchaser with  evidence  of
       curing  of same (provided that Seller shall not be  required
       to  expend more than $10,000, in the aggregate, with respect
       to  such  matters); (iii) operate the Property  on  a  basis
       consistent with historical operations; and (iv) without  the
       prior   written  consent  of  Purchaser,  which  shall   not
       unreasonably be withheld, not enter into any, nor shall  any
       agent  acting on its behalf enter into, leases with  respect
       to  the  Assets at rents below, or terms longer than,  those
       entered into by Seller during the period from August, 1995 -
       April,  1996.   Prior  to  Closing, Seller  also  will  not,
       without  the prior written consent of Purchaser,  (i)  sell,
       transfer or dispose or become obligated to sell, transfer or
       dispose  of  any  of  the Assets, except  for  the  use  and
       consumption  of  inventory, office and  other  supplies  and
       spare  parts, and the replacement of worn out, obsolete  and
       defective  tools, equipment and appliances, in the  ordinary
       course   of   the  business,  (ii)  except  as  specifically
       permitted by this Agreement, enter into any transaction,  or
       make any commitment with respect to the Assets other than in
       the  ordinary  course of the business, (iii)  amend,  renew,
       extend,  modify or terminate any Contract, Permit  or  Lease
       except  as contemplated by this Agreement or except  in  the
       ordinary course of business.  Prior to Closing, Seller shall
       operate  and maintain the Assets in substantially  the  same
       manner  and  condition as Seller has operated and maintained
       the  Assets  immediately prior to the  Effective  Date,  and
       Seller shall use reasonable efforts to maintain at least the
       current  reputation  of  the  Real  Property.   Seller  will
       perform current or routine maintenance and repairs of or  to
       the  Assets as may be required or reasonably appropriate  to
       operate and maintain the Assets.
  
               Consents.  Seller and Purchaser shall each  promptly
       file  or  submit  and  diligently  prosecute  any  and   all
       applications  or  notices with federal, state  and/or  local
       authorities and all other requests with any private  persons
       or  entities  for  consents, approvals,  authorizations  and
       permissions  which  are reasonably considered  necessary  or
       appropriate  by Seller or Purchaser for the consummation  of
       the  Transaction or to prevent the termination of any Lease,
       Contract  or  Permit,  or any loss or  disadvantage  to  the
       Assets.
  
               Payments.  Seller will cause to be paid when due  or
       shall  be  responsible for all taxes,  license  fees,  trade
       accounts and costs and expenses of operation and maintenance
       of  the  Assets  incurred through the Closing  Date,  except
       amounts subject to proration under Section .
  
               Cooperation.  Seller will assist and cooperate  with
       any  environmental evaluation, study or audit  of  the  Real
       Property or the Personal Property prepared by, for or at the
       request of Purchaser.
  
              Notification of Subsequent Events.  Prior to Closing,
       Seller shall notify Purchaser of any written notice received
       by Seller of any material adverse change in or to the Assets
       including,  without limitation, any notice relating  to  any
       insurance contract or policy now held or owned by Seller  to
       cancel or materially increase any premiums relating thereto.
  
         Conditions to Purchaser's Obligations.  The obligations of
  Purchaser  to  consummate the transactions contemplated  by  this
  Agreement  are  subject  to  the  satisfaction  of  each  of  the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser  in
  writing at or prior to Closing:
  
               Satisfaction.  The representations and warranties of
       Seller  contained in this Agreement shall have been true  on
       the  date  of  this Agreement and on Closing.  Seller  shall
       have  performed  all  obligations  and  complied  with   all
       covenants  required by this Agreement.   Seller  shall  have
       delivered  to Purchaser a certificate, in a form  acceptable
       to  Purchaser,  dated as of the Closing Date and  signed  by
       Seller, concerning this Section .
  
                Inspection.   Prior  to  the  termination  of   the
       Inspection Period, Purchaser shall be satisfied, in its sole
       and  absolute  discretion, with respect  to  the  operation,
       maintenance, repair, quality and status of the Property.
  
               Title  Defects.  All Title Defects, except Permitted
       Title  Exceptions, shall have been cured by Seller or waived
       in writing by Purchaser.
  
               Title  Policy.   Purchaser  shall  have  obtained  a
       commitment  to  issue  the Title Policy  insuring  good  and
       indefeasible  fee  simple  title to  the  Real  Property  in
       Purchaser in an amount equal to the Purchase Price.
                Releases.    Delivery  to  Purchaser  of   separate
       documents executed by any person who has a lien or  security
       interest on, in or against any of the Assets which terminate
       and  cancel all of the liens and security interests upon the
       proper  filing for record of such documents, and such  other
       executed  documents as Purchaser determines may be necessary
       to  terminate  and  cancel all liens and security  interests
       against  the  Assets,  other than those  to  be  assumed  by
       Purchaser  at  Closing  or otherwise  contemplated  by  this
       Agreement which delivery may be made in escrow to the  Title
       Company conditioned upon payment of portions of the Purchase
       Price to such person.
  
               Improvement  Escrow.  Seller shall  fully  fund  and
       establish  a $200,000 capital improvement escrow account  in
       the   name   of  Purchaser  on  terms  and  at  a  financial
       institution acceptable to Purchaser in its sole and absolute
       discretion.   Purchaser shall have the  right  to  use  such
       funds  for capital improvements in such manner and  at  such
       time  as  determined by Purchaser in its sole  and  absolute
       discretion.
  
               CIGNA  Renewal.  Seller shall have  entered  into  a
       binding written lease renewal agreement with CIGNA on  terms
       reasonably  acceptable  to  Purchaser.   Such  terms   shall
       include  a  five  (5) year renewal term at  an  annual  base
       rental  rate of $16.00 per square foot commencing  February,
       1997  for  substantially all of the space currently occupied
       by  CIGNA  with  no  obligation for  any  additional  tenant
       improvements.
  
               No Injunction.  On the Closing Date, there shall  be
       no  third  party  injunction, writ, preliminary  restraining
       order or any order of any nature issued or threatened  by  a
       court   of   competent  jurisdiction  directing   that   the
       transactions  contemplated  herein  not  be  consummated  as
       herein provided.
  
          Conditions  to Seller's Obligations.  The obligations  of
  Seller  to  consummate  the  transactions  contemplated  by  this
  Agreement  are  subject  to  the  satisfaction  of  each  of  the
  following conditions as of the Closing Date, except to the extent
  any  such  condition is waived in whole or in part by  Seller  in
  writing at or prior to Closing:
  
               Satisfaction.  The representations and warranties of
       Purchaser  contained in this Agreement shall have been  true
       on  the  date  of this Agreement and on Closing.   Purchaser
       shall  have performed all obligations and complied with  all
       covenants required by this Agreement.  Purchaser shall  have
       delivered  to Seller a certificate, in a form acceptable  to
       Seller,  dated  as  of  the  Closing  Date  and  signed   by
       Purchaser, concerning this Section .
  
               No Injunction.  On the Closing Date, there shall  be
       no  third  party  injunction, writ, preliminary  restraining
       order or any order of any nature issued or threatened  by  a
       court   of   competent  jurisdiction  directing   that   the
       transactions  contemplated  herein  not  be  consummated  as
       herein provided.
  
          Closing  Documents.  At Closing, Seller shall deliver  to
  Purchaser  (i) full and complete possession of the  Assets,  (ii)
  such  documents of sale, transfer, assignment and  conveyance  as
  may  be  reasonably required or requested by Purchaser to  ensure
  that  Purchaser  owns  and is vested with the  entire  legal  and
  beneficial  interest in the Assets, free and clear of all  liens,
  security  interests, claims and encumbrances and  subject  to  no
  legal or equitable conditions or restrictions of any kind, except
  as  specifically  permitted  by this Agreement,  and  (iii)  such
  documents as may be reasonably required or requested by Purchaser
  to   ensure  that  Seller  has  complied  with  all  of  Seller's
  obligations under this Agreement.  The documents required  to  be
  properly  executed  by Seller and delivered to  Purchaser  and/or
  executed by Purchaser and delivered to Seller shall be in a  form
  reasonably  acceptable to Purchaser and Seller and  include,  but
  are not limited to:
  
               Limited  Warranty  Deed.  A  Limited  Warranty  Deed
       granting, conveying and warranting unto Purchaser  good  and
       marketable  title  to  the  Real  Property  in  fee   simple
       absolute,  containing  covenants of  limited  warranty,  and
       subject  to  the  Permitted Exceptions.   The  form  of  the
       Limited  Warranty  Deed  will  be  approved  by  Seller  and
       Purchaser prior to the expiration of the Inspection Period.
  
               Bill  of  Sale.   A  Bill  of  Sale  and  Assignment
       transferring and assigning to Purchaser good and  marketable
       title  to  all of the tangible Personal Property,  including
       all  fixtures, machinery, equipment, appliances,  inventory,
       office  and  other supplies and spare parts, and  all  other
       tangible   Personal   Property,  containing   covenants   of
       warranty,  and  subject to no liens, charges,  encumbrances,
       exceptions, conditions. restrictions, security interests  or
       claims,  of  any kind or character other than the  Permitted
       Exceptions.   The  form of the Bill of Sale  and  Assignment
       will  be  approved  by  Seller and Purchaser  prior  to  the
       expiration of the Inspection Period.
  
               Assignment.  An Assignment of Leases, Contracts  and
       Intangibles transferring and assigning to Purchaser  all  of
       Seller's  interest in, to and under (i) all Leases in  force
       on  the Closing Date, (ii) all rentals, Deposits, and  other
       payments or deposits paid under or derived from such Leases,
       and   (iv)  all  Contracts,  Permits  and  other  intangible
       Personal  Property  including, without  limitation,  all  of
       Seller's  rights and interests, if any, in  the  trade  name
       "Spalding Building" and "Falls Pointe Office Building" on  a
       non-exclusive basis.  The form of the Assignment of  Leases,
       Contracts  and  Intangibles will be approved by  Seller  and
       Purchaser prior to the expiration of the Inspection  Period.
       Such  Assignment of Leases, Contracts and Intangibles  shall
       be  joined  in by Purchaser for the purpose of assuming  all
       obligations under any assigned item arising from  and  after
       the Closing Date.
  
               Documents.   Executed  original  copies,  or  copies
       certified as correct by Seller, of (i) all Leases  in  force
       on  the  Closing Date covering portions of the Real Property
       and  all  other  documents referred  to  in  the  Rent  Roll
       Schedule,  (ii)  all Contracts and Permits  transferred  and
       assigned   to   Purchaser,  (iii)  all  "as  built"   plans,
       specifications,  surveys  or  other  documents  relating  or
       pertaining  to  the  Assets  in  the  possession  of  Seller
       (collectively "Plans"), including, but not limited  to,  all
       data  and  information relating to the  repair,  renovation,
       reconstruction, and maintenance of the Improvements and  the
       tangible   Personal  Property,  (iii)  all  other  documents
       referred to in the schedules.
  
              Rent Roll.  A current and updated Rent Roll Schedule.
  
               FIRPTA.  Affidavit from Seller that Seller is not  a
       foreign person as defined in the Foreign Investment in  Real
       Property  Tax  Act of 1980, as amended.   The  form  of  the
       Affidavit is contained in Exhibit 7.6(f).
               Keys.  All keys and master keys to all locks located
       on  the Real Property properly tagged for identification  as
       well  as  cards keys and cards for the security systems,  if
       any.
  
               Telephone  and  Mail.   Such  documents  as  may  be
       required  by  (i) the local telephone company to  assign  to
       Purchaser  all  of  Seller's rights  and  interest  in  each
       telephone  number  or phone line used by Seller  exclusively
       for  the  operation of the Assets, and (ii) the U.S.  Postal
       Service  to  assign to Purchaser all of Seller's rights  and
       interest in each post office box and drawer exclusively  for
       the operation of the Assets.
  
               Miscellaneous.   Such  other  documents  as  may  be
       required under other provisions of this Agreement or as  may
       reasonably  be  required  by  Purchaser  to  consummate  the
       Transaction,  including, but not limited to, (i)  a  Closing
       Statement, (ii) a Closing Memorandum, and (iii) a  Quitclaim
       Deed  with  the legal description contained in Exhibit  2(a)
       and/or  the  Survey, if the legal description  of  the  Land
       contained  in the Survey differs from the legal  description
       contained in Exhibit 2(a).
  
                               ARTICLE
  
                        DEFAULTS AND REMEDIES
  
          Damages  Against Purchaser.  IF PURCHASER DEFAULTS  UNDER
  ANY  PROVISION OF THIS AGREEMENT AND CLOSING DOES NOT OCCUR, THEN
  SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW OR EQUITY TO
  CONVEY  THE  PROPERTY TO PURCHASER.  PURCHASER AND  SELLER  AGREE
  THAT  AS SELLER'S SOLE REMEDY FOR A DEFAULT HEREUNDER, BY WRITTEN
  NOTICE  TO PURCHASER AND TITLE COMPANY, SELLER SHALL BE  ENTITLED
  TO TERMINATE THIS AGREEMENT AND BE ENTITLED TO RECEIVE THE ESCROW
  DEPOSIT  PLUS  ACCRUED  INTEREST THEREON AS  LIQUIDATED  DAMAGES.
  PURCHASER  AND  SELLER ACKNOWLEDGE AND AGREE THAT ACTUAL  DAMAGES
  WILL   BE  EXTREMELY  DIFFICULT  AND  IMPRACTICAL  TO  ASCERTAIN.
  THEREFORE,  THE  SUM REPRESENTED BY THE ESCROW DEPOSIT  PLUS  ANY
  ACCRUED  INTEREST  THEREON  SHALL  BE  DEEMED  TO  CONSTITUTE   A
  REASONABLE  ESTIMATE AND AGREED STIPULATION OF  SELLER'S  DAMAGES
  AND  SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY  IN  THE
  EVENT  THIS TRANSACTION FAILS TO CLOSE AS A RESULT OF PURCHASER'S
  DEFAULT.   NOTWITHSTANDING THE FOREGOING,  PURCHASER'S  LIABILITY
  UNDER  THE  LAST  SENTENCE OF SECTION 6.1  HEREOF  AND  THE  LAST
  SENTENCE  OF SECTION 10.1 HEREOF SHALL REMAIN IN FULL  FORCE  AND
  EFFECT.
  
         Damages against Seller.  In the event that Seller fails to
  perform   all  of  Seller's  obligations  under  this  Agreement,
  including  the  obligation to consummate  the  Transaction,  then
  Purchaser  may  make written demand to Seller for performance  of
  this  Agreement.   If  Seller fails to  comply  with  Purchaser's
  written  demand  within  30 days after receipt  of  such  written
  demand for performance, Purchaser shall have the exclusive  right
  to  (i)  waive  such default, (ii) seek specific  performance  of
  Seller's  obligations under this Agreement,  or  (iii)  terminate
  this  Agreement and promptly receive a full refund of the  Escrow
  Deposit  and  all interest thereon, without further liability  on
  Purchaser's part.  Seller agrees that the Business and the Assets
  are  unique  and that damages for failure by Seller to consummate
  the Transaction will be impracticable and extremely difficult  to
  determine.  Therefore, in the event that Seller fails or  refuses
  to  consummate  the  Transaction and Purchaser  seeks  injunctive
  relief  or specific performance, Seller specifically agrees  that
  the  remedies  of  injunctive relief or specific performance  are
  appropriate remedies for Purchaser, and Seller waives and  agrees
  not  to  assert  any claim or defense that injunctive  relief  or
  specific performance is not an appropriate remedy for Purchaser.
  
                               ARTICLE
  
                            RISK OF LOSS
  
          Risk  of Loss.  Prior to Closing, Seller shall have  full
  risk of loss or damage with respect to the Assets.  Upon Closing,
  full risk of loss or damage with respect to the Assets shall pass
  to  Purchaser.  For purposes of this Article 9, "loss or  damage"
  shall  mean the following:  (i) any loss, damage, destruction  or
  injury  by  fire,  storm, accident, flood or  other  casualty  or
  hazard  to the Assets; and (ii) any condemnation, eminent  domain
  or other similar proceeding.
  
          Minor Damage.  In the event of loss or damage to the Real
  Property  or  any  portion thereof (the "premises  in  question")
  which  is  not  "major" as hereinafter defined),  this  Agreement
  shall  remain  in  full and effect provided Seller  performs  any
  necessary  repairs  or,  at  Seller's option,  reduces  the  cash
  portion  of the Purchase Price in an amount equal to the cost  of
  such repairs, Seller thereby retaining all of the Seller's right,
  title  and  interest to any claims and proceeds Seller  may  have
  with  respect  to any casualty insurance policies or condemnation
  awards relating to the premises in question.  In the event Seller
  elects  to  perform repairs upon the Real Property, Seller  shall
  use  reasonable efforts to complete such repairs promptly and  if
  necessary,  the  date of Closing shall be extended  a  reasonable
  time  in  order  to  allow for the completion  of  such  repairs;
  provided,  however, Closing may not be extended for a  period  of
  more  than  thirty  (30)  days  without  the  prior  consent   of
  Purchaser.
  
          Major  Damage.  In the event of a "major" loss or damage,
  Purchaser may either (i) terminate this Agreement and immediately
  receive  a refund of the Escrow Deposit and all interest thereon,
  or (ii) it may proceed with this transaction and receive Seller's
  insurance  proceeds,  if any, for such damage.   In  such  event,
  Seller  shall  execute  all  documents  reasonably  requested  by
  Purchaser  to  assign  Seller's  rights  and  interest  to   such
  insurance proceeds.
  
          Definition  of  Major Loss or Damage.   For  purposes  of
  Sections   and , "major" loss or damage refers to the  following:
  (i) loss or damage to the Assets or any portion thereof such that
  the cost of repairing or restoring the premises in question to  a
  condition  substantially identical to that  of  the  premises  in
  question  prior to the event of damage or loss would be,  in  the
  certified opinion of a mutually acceptable architect, equal to or
  greater than Fifty Thousand Dollars ($50,000), and (ii) any  loss
  or  damage  due to a condemnation which permanently or materially
  impairs the current use of the Assets.
  
  
                               ARTICLE
  
                         GENERAL PROVISIONS
  
          Brokerage  Commission.  Seller  shall  pay  any  and  all
  brokerage  commissions  due  to  Robinson  Tritschler,  Inc.  and
  Trammell  Crow Company pursuant to a separate written  agreement.
  If the purchase and sale hereunder does not close for any reason,
  including  default  by  either  Seller  or  Purchaser,  then   no
  commission shall be due by any party hereto.  Except as set forth
  in the preceding sentence, Seller and Purchaser represent to each
  other  that they have acted directly and independently  with  the
  other  as  principals and that neither Seller nor Purchaser  have
  retained or authorized the services of any broker or finder  with
  respect to this transaction.  Seller agrees to indemnify and hold
  Purchaser harmless from and against all claims, liabilities,  and
  obligations   for  any  commission,  finder's   fee,   or   other
  compensation  in  connection with this Agreement  claimed  by  or
  through  Seller.  Purchaser agrees to indemnify and  hold  Seller
  harmless   from   and  against  all  claims,   liabilities,   and
  obligations   for  any  commission,  finder's   fee,   or   other
  compensation  in  connection with this Agreement  claimed  by  or
  through Purchaser.
  
          Entire  Agreement.   This Agreement,  together  with  all
  exhibits  or  schedules  either attached  or  delivered  pursuant
  hereto   and  other  agreements  expressly  referred  to  herein,
  constitutes the entire agreement between the parties with respect
  to  the  purchase  and  sale of the  Assets.   All  prior  to  or
  contemporaneous   agreements,  understandings,   representations,
  warranties and statements, oral or written, are superseded.
  
          Further  Assurances.   The parties  agree  to  take  such
  further action and execute such documents and instruments as  may
  be reasonably required in order to more effectively carry out the
  terms of this Agreement and the intentions of the parties.
  
          Modification,  Waiver.  Except as expressly  contemplated
  herein, no modification, waiver, supplement or discharge of  this
  Agreement shall be valid unless the same is in writing and signed
  by  the  party against whom the enforcement thereof is or may  be
  sought.  No waiver of a breach of any of the terms, covenants  or
  conditions  of this Agreement by either party shall be  construed
  or  held to be a waiver of any succeeding or preceding breach  of
  the  same  or  any  other  term,  covenant  or  condition  herein
  contained.   No  waiver of any default by either party  hereunder
  shall  be implied from any omissions by either party to take  any
  action on account of such default if such default persists or  is
  repeated, and no express waiver shall affect a default other than
  as specified in such waiver.
  
           Severability.   If  any  term,  provision,  covenant  or
  condition  of  this  Agreement is held to  be  invalid,  void  or
  otherwise  unenforceable to any extent by any court of  competent
  jurisdiction,  the  remainder  of this  Agreement  shall  not  be
  affected thereby, and each term, provision, covenant or condition
  of  this  Agreement shall be valid and enforceable to the fullest
  extent permitted by law.
  
          Successors.   Subject  to the restriction  on  assignment
  provided  herein,  all terms of this Agreement shall  be  binding
  upon,  inure to the benefit of, and be enforceable by the parties
  hereto   and   their  respective  heirs,  legal  representatives,
  successors and assigns.
  
          Assignment.  Purchaser may assign its rights  under  this
  Agreement  to  a  wholly owned subsidiary of Purchaser  or  to  a
  limited partnership controlled by either Purchaser or its  wholly
  owned subsidiary without Seller's consent; provided, however,  no
  such  assignment  shall  relieve  Purchaser  of  its  obligations
  hereunder.   Except  as contemplated by the  preceding  sentence,
  Seller  and  Purchaser shall not assign their respective  rights,
  obligations  or interest under this Agreement without  the  prior
  written consent of the other.
  
           Survival   of   Representations  and  Warranties.    All
  obligations  hereunder  to be performed after  Closing,  and  all
  warranties  and representations contained herein,  shall  survive
  Closing  and  the  delivery  of  the  Special  Warranty  Deed  to
  Purchaser.
  
           Attorneys'  Fees.   If  either  party  commences   legal
  proceedings for any relief against the other party arising out of
  this Agreement, the losing party shall pay the prevailing party's
  reasonable attorneys' fees.
  
          Time.   Time  is  of  the essence with  respect  to  this
  Agreement.
  
          No  Other Inducement.  The making, execution and delivery
  of  this Agreement by the parties hereto has been induced  by  no
  representations, statements, warranties or agreements other  than
  those expressed herein.
  
          Computation  of Time Periods.  All periods  of  the  time
  referred  to  in  this  Agreement shall  include  all  Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies  business days, provided that if the date or last  date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
          Notices.   Any  notice,  request,  instruction  or  other
  document to be given or furnished under this Agreement by  either
  party  to  the other party or to the Title Company  shall  be  in
  writing  and shall be delivered personally or shall  be  sent  by
  facsimile transmission (with a copy sent by regular U.  S.  mail)
  or  registered or certified mail, postage prepaid, or by  prepaid
  overnight delivery service, at the address or telecopy number  in
  this Section  or to such other address, telecopy number of person
  as  either  party may designate by written notice  to  the  other
  party.   A notice, request, instruction or other documents  shall
  be  deemed to be given (a) when delivered personally, (b) sent by
  facsimile transmission (with a copy sent by regular U. S.  mail),
  or  (c)  if sent by certified mail or overnight delivery service,
  at  the  time  the  delivery is indicated on the  duly  completed
  United  States  Postal  Service return receipt  or  the  time  of
  package  pick  up as indicated on the records of or  certificates
  provided by the overnight delivery service.
  
  
  Seller:             ELV Associates, Inc.
                      Attention:  Ms. Suzanne Shank
  
  Office Address:     3340 Peachtree Road, N.E., Suite 267
                      Atlanta, GA  30326
  
  Telephone Number:   (404) 240-0688
  
  Telecopy Number:    (404) 364-0197
  
  with copies to:     ELV Associates, Inc.
                      Attention:  M. Norie Harrower
  
  Office Address:     14 E. 77th Street
                      New York, NY  10021
  
  and:                William F. Stevens, Esq.
                      Long, Aldridge & Norman
  
  Office Address:     One Peachtree Center, Suite 5300
                      303 Peachtree Street
                      Atlanta, GA  30308
  
  Telephone Number:   (404) 527-8510
  
  Telecopy Number:    (404) 527-4198
  
  Purchaser:          The Parkway Company
                      Attention:  James M. Ingram
  
  Office Address:     188 East Capitol Street, Suite 300
                      Jackson, Mississippi 39201
  
  Mailing Address:    Post Office Box 22728
                      Jackson, Mississippi 39225
  
  Telephone Number:   (601) 948-4091
  
  Telecopy Number     (601) 949-4077
  
          Headings.   The captions and paragraph headings  used  in
  this Agreement are inserted for convenience of reference only and
  are not intended to define, limit or affect the interpretation or
  construction of any term or provision hereof.
  
         Exhibits.  All schedules or exhibits referred to herein or
  attached hereto are incorporated herein by this reference.
          Counterparts.  This Agreement may be executed in multiple
  copies,  each of which shall be deemed an original,  but  all  of
  which shall constitute one Agreement binding on all parties.
           Governing  Law.   This  Agreement  shall  be   governed,
  construed  and enforced in accordance with the laws of the  State
  of Georgia.
  
          Effective Date.  The date of delivery to Title Company of
  a  fully executed counterpart of this Agreement, as evidenced  by
  Title  Company's notation in the space set forth below, shall  be
  deemed  the  effective  date  of this Agreement  (the  "Effective
  Date").
  
          Like-Kind Exchange.  Purchaser agrees that, upon  request
  by  Seller, Purchaser will cooperate with Seller in such a manner
  as  to permit Seller to convey the Assets as a part of a tax-free
  exchange pursuant to Section 1031 of the Internal Revenue Code of
  1986,  as  amended; provided, however, that Purchaser  shall  not
  incur   any   additional  cost,  expense  or  liability   in   so
  cooperating,  and  Seller  shall  indemnify  and  hold  Purchaser
  harmless  from  and against any cost, expense  or  liability  for
  providing such cooperation.
  
        IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                           SELLER:
  
                           CARFAX ENTERPRISES LIMITED PARTNERSHIP
  
                           Executed by Seller this 29 day of April,
                           1996.
  
                            By:  E. L. Vaduz Enterprises, Inc., its
                            sole general partner
  
                            By:       E. L. Vaduz Enterprises, Inc.
                            Name:     /s/ Norman Harrower III
                            Title:    Vice President
  
                            PURCHASER:
  
                            THE PARKWAY COMPANY
  
                            Executed  by Purchaser this  29  day  of
                            April, 1996.
     
                            By:  /s/ Steven G. Rogers, President
                            By:  /s/ James M. Ingram, Vice President
  
  
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
  
       Title Company hereby agrees to perform its obligations under
  this  Agreement and acknowledge receipt of (a) the Escrow Deposit
  from  Purchaser in the amount of ONE HUNDRED THOUSAND AND  NO/100
  DOLLARS  ($100,000.00) on the 30th day of April, 1996 and  (b)  a
  fully  executed counterpart of this Agreement on the 2nd  day  of
  May, 1996.
  
  
                           METROPOLITAN TITLE AGENCY, INC.,
                           
                           By:      Metropolitan Title Agency, Inc.
                           Name:    Roy D. Zemonex
                           Title:   President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 76664}]
metadata_filer: {"company-data": {"conformed-name": "PARKWAY PROPERTIES INC", "cik": "0000729237", "assigned-sic": "6512", "irs-number": "742123597", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11533", "film-number": "96619892"}, "business-address": {"street1": "300 ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 300", "city": "JACKSON", "state": "MS", "zip": "39225-2728", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: 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):  August 9, 1996
                                                    ---------------
  
                      PARKWAY PROPERTIES, INC.
  - ------------------------------------------------------------------
       (Exact name of Registrant as specified in its charter)
  
  Maryland                    1-11533                   74-2123597
  - ------------------------------------------------------------------
  (State or other     (Commission File Number)        (IRS Employer
  jurisdiction of                                    Identification
  incorporation)                                         Number)
  
  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
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 2.   Acquisition or Disposition of Assets.
  
                 On August 9, 1996, Parkway Atlanta, Inc., a wholly-
            owned   subsidiary   of   Parkway   Properties,    Inc.
            ("Parkway") purchased two office buildings in  Atlanta,
            Georgia from Carfax Enterprises Limited Partnership, an
            unrelated  party.  The Falls Pointe  Building  contains
            approximately 105,655 square feet of rentable area  and
            has a 420 space surface parking area.  The Falls Pointe
            Building  was 99% leased at the date of purchase.   The
            Roswell  North  Building contains approximately  57,715
            square  feet of rentable area and has a 232  space  two
            level parking deck.  The Roswell North Building was 92%
            leased  at  the  date  of  purchase.   The  $14,000,000
            purchase  price  for  the  two building  portfolio  was
            funded from existing cash reserves.
  
  Item 7.   Financial Statements and Exhibits.
  
                 (a)  Financial Statements
  
                           It is impractical to provide the audited
                 financial  statements  of  the  Falls  Pointe  and
                 Roswell  North buildings 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  the  Falls  Pointe  and
                 Roswell North buildings.
  
                 (c)  Exhibits.
  
                                 (10)  Purchase and Sale  Agreement
                 among Carfax Enterprises Limited Partnership,  and
                 The  Parkway Company dated April 29, 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
                                  
                      PARKWAY PROPERTIES, INC.
                                  
                                  
                             SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange
  Act  of  1934, the Registrant has duly caused this report  to  be
  signed on its behalf by the undersigned hereunto duly authorized.
  
  DATE:       August 23, 1996
  
                                          PARKWAY PROPERTIES, INC.
  
                                     BY:  /s/Sarah P. Clark
                                          Sarah P. Clark
                                          Vice President, Chief Financial 
                                          Officer, Treasurer and Secretary
  
                     PURCHASE AND SALE AGREEMENT
  
                                among
  
               CARFAX ENTERPRISES LIMITED PARTNERSHIP
                                  
                                 and
  
                         THE PARKWAY COMPANY
  
                           APRIL 29, 1996
  
                     PURCHASE AND SALE AGREEMENT
  
        This Purchase and Sale Agreement ("Agreement") is made  and
  entered into on or as of the Effective Date, by and among  CARFAX
  ENTERPRISES  LIMITED PARTNERSHIP, a Delaware limited  partnership
  ("Seller")   and   THE  PARKWAY  COMPANY,  a  Texas   corporation
  ("Purchaser")  to  reduce  to writing  their  understandings  and
  agreements  concerning the purchase and sale of certain  improved
  real  property  and  certain  tangible  and  intangible  personal
  property.
  
       WHEREAS, Seller is the owner of two separate parcels of land
  located  on Roswell Road, Fulton County, Georgia, and  on  Morgan
  Falls  Road,  Fulton County, Georgia (collectively, the  "Land");
  and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land consisting principally, but not exclusively, of
  two  office  buildings known as the "Spalding Building"  and  the
  "Falls    Pointe    Office    Building"    (collectively,     the
  "Improvements"); and
  
        WHEREAS,  Seller  owns and/or possesses  certain  items  of
  tangible and intangible personal property (collectively "Personal
  Property") used or available for use by Seller in the management,
  operation and/or maintenance of the Improvements; and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to  Purchaser, and Purchaser desires to purchase and acquire from
  Seller,  the  Land  and  Improvements,  including  the  Buildings
  (collectively   "Real  Property"),  and  the  Personal   Property
  pursuant to the terms and conditions set forth herein.
  
        NOW,  THEREFORE, in consideration of the premises, and  the
  mutual  covenants,  agreements,  representations  and  warranties
  contained  in  this  Agreement,  and  intending  to  be   legally
  obligated, Purchaser and Seller agree as follows:
  
                                  
                               ARTICLE
  
                          PURCHASE AND SALE
  
          Purchase and Sale.  Subject to the provisions of, and  on
  the  basis  of  the  covenants, agreements,  representations  and
  warranties  contained in this Agreement, Seller agrees  to  sell,
  transfer,  assign and convey the Real Property and  the  Personal
  Property  (collectively  "Assets") to  Purchaser,  and  Purchaser
  agrees to purchase and acquire the Assets from Seller.
  
         Real Property Identified.  The Real Property includes:
  
               Description  of Land.  The real estate described  in
       Exhibit 2(a) attached hereto.
  
                Description  of  Improvements.   The  Improvements,
       including the Spalding Building and the Falls Pointe  Office
       Building,   all   building  materials,  fixtures,   heating,
       ventilation   and   air  conditioning   systems,   canopies,
       sidewalks,  walkways, planters and landscape materials,  and
       all  other  real property improvements owned by  Seller  and
       located  in,  on or under the Land or related  to,  used  or
       available  for use in the ownership, conduct,  operation  or
       maintenance of the Real Property.
  
               Rights  and  Appurtenances.  All and  singular,  the
       rights  and  appurtenances pertaining to the Real  Property,
       including, but not limited to, any right, title and interest
       of  Seller  in  and  to  adjacent  streets,  roads,  alleys,
       easements and rights-of-way.
  
         Personal Property Identified.
  
               Description  of  Tangible  Personal  Property.   The
       tangible Personal Property consists of all material tangible
       personal property owned by Seller and used or available  for
       use  by Seller in the ownership, operation and/or management
       of  the  Real  Property  and in the  repair,  operation  and
       maintenance  of  the Assets, including, without  limitation,
       all  equipment,  tools,  machinery, furniture,  furnishings,
       office  and  other supplies, inventories,  spare  parts  and
       other tangible personal property located on or attached  to,
       or  used  or  available for use in the  ownership,  conduct,
       operation or maintenance of the Real Property.  The tangible
       Personal   Property  specifically  includes   all   tangible
       personal  property located in any management office  at  the
       real property owned or leased by Seller.
  
               Description  of Intangible Personal  Property.   The
       intangible  Personal  Property  consists  of  all   material
       intangible  personal property owned by Seller  and  used  by
       Seller in the ownership, operation and/or management of  the
       Real  Property and in the repair, operation and  maintenance
       of  the  Assets  and includes, without limitation,  (i)  all
       assignable   guarantees  and  warranties  (including   those
       pertaining  to  construction of the Improvements,  if  any);
       (ii)  all assignable licenses and other permits relating  to
       the  Assets  or the operation thereof; (iii) all  assignable
       contracts,  agreements  and contract rights;  (iv)  Seller's
       interest  in all utilities, utility connections and  utility
       rights in connection with the Assets; (v) all rights to  use
       the  name  "Spalding  Building"  and  "Falls  Pointe  Office
       Building"  on  a non-exclusive basis; and (vi)  all  leases,
       tenancies    and    rental   agreements   or    arrangements
       (collectively  "Leases") with tenants, and security,  damage
       and other deposits and payments which have been collected by
       Seller with respect to the Leases and not retained by Seller
       in  accordance  with  the terms of the Leases  (collectively
       "Deposits").
  
                Other   Rights  Included.   The  Personal  Property
       includes such other rights, interests and property as may be
       specified   in  this  Agreement  to  be  sold,  transferred,
       assigned or conveyed by Seller to Purchaser.
  
                               ARTICLE
  
                           PURCHASE PRICE
  
          Escrow  Deposit.  Purchaser shall within two (2) business
  days  following the Effective Date deliver to Metropolitan  Title
  Agency,  Inc.,  as  agent  for Chicago  Title  Insurance  Company
  ("Title  Company")  the sum of ONE HUNDRED  THOUSAND  AND  NO/100
  DOLLARS ($100,000.00) ("Escrow Deposit") in lawful funds  of  the
  United  States  of America.  If Purchaser elects not  to  proceed
  with  this  transaction prior to the conclusion of the Inspection
  Period,  then Title Company shall refund to Purchaser the  Escrow
  Deposit and all interest accrued thereon.  If Purchaser elects to
  proceed with this transaction at the conclusion of the Inspection
  Period, the Escrow Deposit and all interest thereon, shall become
  non-refundable  to  Purchaser but shall be  credited  toward  the
  Purchase  Price upon Closing.  Title Company is hereby instructed
  to  invest  the  Escrow  Deposit in an FDIC  insured  high  yield
  interest  bearing account in the name of Purchaser.   Purchaser's
  taxpayer  identification  number is  74-2123597.   Purchaser  and
  Seller hereby acknowledge and agree that all accrued interest  on
  the deposit shall be credited to Purchaser, provided, however, in
  the event that this transaction does not close due to an event of
  default  by Purchaser and through no fault of Seller, the  Escrow
  Deposit  and  all accrued interest thereon shall be delivered  to
  Seller as hereinafter set forth.
  
          Purchase  Price.   Seller agrees to sell,  and  Purchaser
  agrees  to purchase, the Assets for a total purchase price  equal
  to  FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00) plus  or
  minus prorations and other adjustments provided by this Agreement
  ("Purchase  Price"), upon and in accordance with  the  terms  and
  conditions of this Agreement ("Transaction").  The Purchase Price
  shall  be  allocated as follows: (a) $5,100,000 to  the  Spalding
  Building; and (b) $8,900,000 to the Falls Pointe Office Building.
  The  Improvements Escrow described in Section   shall  be  funded
  with proceeds of the Purchase Price allocated to the Falls Pointe
  Office Building.
  
          Balance  of Purchase Price.  The balance of the  Purchase
  Price  (of which the Escrow Deposit may be a part), plus or minus
  prorations,  shall  be  paid in immediately  available  funds  to
  Seller on the Closing Date.
  
                               ARTICLE
  
                           ESCROW; CLOSING
  
          Escrow Agent.  Title Company is authorized and instructed
  to  act  as escrow agent pursuant to the terms of this Agreement.
  By execution of the acknowledgment attached hereto, Title Company
  acknowledges receipt of the Escrow Deposit.  Purchaser and Seller
  shall  execute  any  additional  escrow  instructions  reasonable
  required  by Title Company to complete the transactions  provided
  for herein.
  
          Closing.  Closing shall be on such date and at such place
  as  Seller  and  Purchaser  shall mutually  determine  (hereafter
  referred to as "Closing Date" or "Closing") provided, however, in
  no  event  shall  the Closing Date be later than forty-five  (45)
  days from the Effective Date, unless such date is extended by the
  mutual  agreement  of Seller and Purchaser.  Notwithstanding  the
  foregoing  sentence,  Purchaser may extend  the  Closing  for  an
  additional  thirty   (30)  days if  the  condition  contained  in
  Section  regarding the CIGNA lease renewal has not been satisfied
  prior  to  the  end of the Inspection Period.  As a condition  to
  Purchaser  exercising such right to extend the Closing, Purchaser
  must  provide  Seller  reasonable  evidence  that  Purchaser   is
  satisfied  with  respect to the status of title, survey  and  all
  matters  covered by the Purchaser's inspection of the Assets  and
  that  the  only  condition to the Escrow  Deposit  becoming  non-
  refundable is satisfaction of the condition contained in  Section
   .   In  such  an  event and upon satisfaction  of  the  condition
  contained  in  Section , Purchaser and Seller shall undertake  to
  close the transaction contemplated hereby with fifteen (15)  days
  following such satisfaction not to exceed seventy-five (75)  days
  from  the  Effective Date.   As used herein, Closing  shall  mean
  Closing  or any extension thereof as determined by Purchaser  and
  Seller.
  
         Closing Costs.
  
               Seller's  Payments.  Seller shall pay the  cost  and
       expenses of (i) the survey; (ii) the title search and  title
       insurance commitment; (iii) the fees for recording the  deed
       conveying  the  Real Property; (iv) any other transfer  tax,
       documentary  stamp tax or similar tax which becomes  payable
       by reason of the transfer of the Assets; and (v) one-half of
       any escrow fees charged by Title Company.
  
               Purchaser's Payments.  Purchaser shall pay  (i)  the
       premium  of  the owner's and/or mortgagee title  policy  and
       (ii) one-half of any escrow fees charged by Title Company.
  
               Attorneys'  Fees.   Each  party  will  pay  its  own
       attorneys' fees and expenses.
  
          Prorations.   The  following  prorations  shall  be  made
  effective  as  of  the Closing Date and, to the extent  possible,
  shall be made tentatively at Closing:
  
               Proration Date.  All prorations shall be made as  of
       12:01  a.m., according to the time zone in which the  Assets
       are  located,  on  the Closing Date, as  if  Purchaser  were
       vested  with  title to the Assets during the entire  Closing
       Date.
  
               Rents.  All rents under the Leases for the month  in
       which  Closing occurs which are actually received by  Seller
       shall  be  prorated  as of the Closing  Date.   All  advance
       payments of rents, other than for the month in which Closing
       occurs,  and  all Deposits shall be paid by  Seller  to  the
       Purchaser at Closing.  All rent payable prior to or for  the
       month  in which Closing occurs which have not been collected
       by  Seller  as  of  the Closing Date shall be  delivered  to
       Seller  if  and  when  collected  by  Purchaser.   All  rent
       received  by  Purchaser  after the  Closing  Date  shall  be
       applied  first  to  current rentals and then  to  delinquent
       rentals, if any, in the inverse order of maturity.
  
               Taxes.   Ad Valorem and personal property taxes  and
       assessments against the Assets for the year of Closing shall
       be  prorated between Seller and Purchaser as of the  Closing
       Date.   If  actual taxes are unknown, they shall be prorated
       based  upon  the best available information from  the  local
       taxing  authority.  To the extent that the actual taxes  for
       the  current year differ from the amounts so apportioned  at
       Closing,  Seller  and  Purchaser shall  make  all  necessary
       adjustments  by  appropriate  payments  between   themselves
       following Closing.
  
               Utilities.  Charges for utilities serving the Assets
       shall  be  determined  as of the day preceding  the  Closing
       Date, and Seller shall pay the amount of the utility charges
       to  such  date  to  the  utility companies  involved  or  to
       Purchaser  in  the  event Purchaser is responsible  for  the
       payment  of  such utility charges.  All utility deposits  of
       Seller shall belong to Seller.
  
          Contract  Charges.   Charges with  respect  to  Contracts
  transferred and assigned to Purchaser shall be prorated as of the
  Closing  Date.  Payments for obligations under leases of tangible
  Personal Property transferred and assigned to Purchaser  will  be
  prorated  as  of  the Closing Date.  Any other  properly  accrued
  items of current revenue or expense, shall be prorated as of  the
  Closing  Date.   To  the  extent not  reflected  in  the  closing
  statements  evidencing  the  transaction  contemplated  by   this
  Agreement,   Purchaser  and  Seller  agree  to   adjust   between
  themselves  outside  of  Closing  any  amounts  which   are   the
  responsibility of the other party pursuant to this subsection.
  
               Operating  Expenses.  Except as  otherwise  provided
       herein, any and all costs, expenses and liabilities relating
       to  the  operation, management or ownership  of  the  Assets
       arising  or  accruing  prior to the  Closing  Date  are  the
       responsibility  of  the Seller and will be  paid  by  Seller
       promptly upon receipt of billing therefor.
  
        The  agreements with respect to prorations in this  Section
  shall  survive Closing.  Final settlement of all prorated  items,
  except  real  estate taxes if not possible,  shall  occur  on  or
  before  90  days after the Closing Date, or on the next  business
  day  if  the  90th  day is a Saturday, Sunday or  legal  holiday.
  Liabilities  accruing  prior to the Closing  Date  shall  be  the
  responsibility of Seller.  Liabilities accruing on or  after  the
  Closing Date shall be the responsibility of Purchaser.
  
                               ARTICLE
  
                            TITLE MATTERS
  
          Title  Report/Commitment  for  Title  Insurance.   Seller
  hereby  instructs  Title  Company  to  prepare  and  deliver   to
  Purchaser,  Seller and the surveyor described below, at  Seller's
  expense,  as  soon as possible after the Effective Date  a  title
  commitment issued by Chicago Title Insurance Company (the  "Title
  Commitment")  covering  the Real Property,  showing  all  matters
  affecting title to the Real Property and binding Title Company to
  issue  to  Purchaser  at  Closing  an  owner's  policy  of  title
  insurance on the standard form of policy promulgated by the State
  of  Georgia in the full amount of the Purchase Price pursuant  to
  Section 4.4 hereof.  Seller and Purchaser further instruct  Title
  Company  to  deliver  to such parties copies of  all  instruments
  referenced in Schedule B, Section II of the Title Commitment.
  
          Survey.   As  soon as possible after the Effective  Date,
  Seller shall, at its expense, deliver or cause to be delivered to
  Purchaser and Title Company a currently dated as-built survey  of
  the Land and of the Improvements situated thereon (the "Survey"),
  prepared  by  a  surveyor  licensed  by  the  State  of   Georgia
  reasonable  acceptable to Purchaser, certified to  Purchaser  and
  Title  Company by such surveyor as being true, accurate, complete
  and   having  been  prepared  in  accordance  with  the   minimum
  requirements for a Land Title Survey adopted by the American Land
  Title  Association.  The Survey shall reflect the total  area  of
  the  Real  Property,  the location of all improvements,  recorded
  easements  and  encroachments, if any, located  thereon  and  all
  building  and  set back lines and other matters  of  record  with
  respect thereto.  Said Survey shall also certify that the Land is
  not  in  an  area  identified by an agency or department  of  the
  federal  government as having special flood or  mudslide  hazards
  which  require flood insurance under the Flood Insurance  Act  of
  1968.  Seller shall provide at Closing a certificate to Purchaser
  and  Title  Company  if  requested,  that  there  have  been   no
  improvements  made to the Real Property since  the  date  of  the
  Survey which would alter the depictions on the Survey.
  
          Title  Defects.  If the legal description of the Land  as
  determined  by  the  Survey  is not  consistent  with  the  legal
  description  contained in Exhibit 2(a) and/or the  title  to  the
  Real   Property  is  determined  to  be  subject  to  conditions,
  encumbrances, exceptions or restrictions or if Seller's title  to
  appurtenant rights-of-way or easements is defective (collectively
  "Title  Defects") then Seller may at its option  either  cure  or
  cause  to be cured such Title Defects to Purchaser's satisfaction
  on  or  before the Closing Date. Within fifteen (15)  days  after
  receipt  of  the  later of the Title Commitment and  the  Survey,
  Purchaser  shall notify Seller of the Title Defects to  be  cured
  ("Purchaser's  Notice").   Any  matter  disclosed  in  the  Title
  Commitment and the Survey and not objected to by Purchaser  shall
  be deemed a "Permitted Exception."  Seller shall notify Purchaser
  of  Seller's  decision not to cure any Title Defect within  three
  (3)  days  after  receipt of Purchaser's Notice.   If  the  Title
  Defects  are  not cured by Seller on or before the  Closing  Date
  then  Purchaser may (i) elect to waive the uncured Title Defects,
  or  (ii) terminate this Agreement in which event Purchaser  shall
  receive  a return of the Escrow Deposit and all interest  accrued
  thereon.
  
          Title Insurance.  At Closing, Seller and Purchaser  shall
  cause  Title  Company  to  issue a  final  update  to  the  Title
  Commitment in which the "GAP" exception has been deleted, binding
  Title  Company  to issue to Purchaser an owner  policy  of  title
  insurance (the "Title Policy") covering the Real Property in  the
  full amount of the Purchase Price.  The Title Policy shall be  an
  ALTA  Form 1970-B owner's policy of title insurance subject  only
  to: (a) current non-delinquent real estate taxes and assessments;
  (b)  matters  set forth in the Title Commitment and  approved  or
  waived by Purchaser; (c) any other matters approved in writing by
  Purchaser;  (d) title exceptions caused by acts or  omissions  of
  Purchaser; and (e) matters excepted or excluded from coverage  by
  the  printed  terms of the title insurance policy  standard  form
  (except for survey (if requested by Purchaser) and mechanics  and
  materialmen's lien exceptions which shall be deleted).
  
                               ARTICLE
  
                        INFORMATION SCHEDULES
  
          Information  Schedules.  As soon as  possible  after  the
  Effective Date, Seller shall deliver or cause to be delivered  to
  Purchaser  copies of all schedules referred to in this Agreement,
  including the following schedules and other information described
  below:
  
               Rent  Roll.  A complete list and description  ("Rent
       Roll  Schedule"),  and  true and  complete  copies,  of  all
       Leases,  rental applications, occupancy inspections,  rental
       deposit   agreements,   concession  agreements   and   other
       agreements  or  documents  with  tenants.   The  Rent   Roll
       Schedule shall include a separate schedule of (i) the tenant
       names,  (ii) the location in the Buildings, (iii) the rental
       rate and deposits paid by each tenant, and (iv) the term  of
       each Lease.
  
               Contracts.   An  itemized schedule  and  description
       ("Contracts  Schedule")  of all written  and  oral  service,
       maintenance,  management and other agreements, equipment  or
       appliance leases, non-governmental franchises, contracts and
       arrangements   relating   or  pertaining   to   the   Assets
       (collectively "Contracts").  Unless Purchaser makes  written
       request  to  cancel any Contract contained in the  Contracts
       Schedule  prior  to  the end of the Inspection  Period,  the
       Contracts  contained  in  the Contracts  Schedule  shall  be
       transferred and assigned by Seller to Purchaser at  Closing.
       The  Contracts Schedule shall include (i) the names  of  the
       parties to each Contract, (ii) the service rendered or to be
       rendered or the goods supplied or to be supplied under  each
       Contract, (iii) the compensation or other amount payable  by
       or  to  Seller  under  each Contract,  (iv)  the  terms  and
       conditions of termination of each Contract, and (v) indicate
       each  Contract  which  is  oral.  In  lieu  of  providing  a
       detailed Contracts Schedule, Seller may provide to Purchaser
       copies of all Contracts.
  
               Personal Property.  A true and complete schedule and
       description  ("Personal Property Schedule") of all  material
       tangible Personal Property.
  
              Permits.  A list and description ("Permits Schedule")
       of  all  current  franchises, business  or  other  licenses,
       bonds,  permits,  certificates,  authorizations  and   other
       evidences  of consent, approval, authorization or permission
       relating to or affecting the Assets (collectively "Permits")
       of or from any person, including any governmental authority,
       held  by Seller including any pending applications, but only
       to  the extent that Purchaser may obtain or derive a benefit
       from  such  Permits after Closing.  In lieu of  providing  a
       detailed  Permits Schedule, Seller may provide to  Purchaser
       copies of all Permits.
  
               Disputes.   An  itemized  schedule  and  description
       ("Schedule of Disputes") of all material invoices, bills  or
       other price, expense or cost determination documents of  all
       persons  who have performed or supplied or who are obligated
       to  perform  or  supply materials, labor or  other  personal
       services  to, for or related to the Assets, if  any  dispute
       exists with respect to any amount due or payable to,  or  to
       the past or future performance or supply of materials, labor
       or  other  personal services by or with,  any  such  person.
       Schedule  of  Disputes shall include (i) the names  of  each
       such person, (ii) the amount payable to and in dispute or  a
       description of any other dispute with such person, and (iii)
       the  date  such amount became due or payable to or the  date
       the  dispute arose with such person.  Purchaser acknowledges
       that  the  Schedule of Disputes includes  only  matters  for
       which  a  dispute exists on or after the execution  of  this
       Agreement.
  
                Warranties.   A  list  and  description  ("Warranty
       Schedule") of all material third party bonds, warranties and
       guaranties, if any, which are in effect with respect  to  or
       which  benefit  any  portion of  the  Assets.   In  lieu  of
       providing  a detailed Warranty Schedule, Seller may  provide
       to Purchaser copies of all bonds, warranties and guaranties.
  
               Operating Statements.  True and complete  copies  of
       all  operating statements for the Assets for  the  last  two
       calendar years and for calendar month ending April 30,  1996
       (collectively  "Operating Statements");  provided,  however,
       that  with  respect to the Spalding Building, such operating
       statements  need cover only such portion of  the  prior  two
       calendar years during which the Spalding Building was  owned
       by Carfax.
                               ARTICLE
  
                             INSPECTION
  
          Inspection Period.  During the period beginning upon  the
  Effective  Date  and  ending at 5:00 p.m.,  local  time,  on  the
  thirtieth  (30th) day after the Effective Date  (such  period  of
  time   hereinafter  referred  to  as  the  "Inspection  Period"),
  Purchaser  shall have the right to make a physical inspection  of
  the  Assets and to examine the financial and operating books  and
  records  relating to the Assets maintained by or for the  benefit
  of   Seller.    All  such  inspections  shall  be  conducted   at
  Purchaser's  sole risk and expense.  Purchaser and/or Purchaser's
  agents  and representatives shall have the right to conduct  such
  non-destructive  physical  engineering,  feasibility  and   other
  studies  and tests on or of the Assets as Purchaser considers  to
  be  appropriate.  Also, at Purchaser's expense, Purchaser  and/or
  Purchaser's  agents  and representatives may copy  any  documents
  referred to or described in the schedules but not required to  be
  provided  to  Purchaser as part of any schedule.  All inspections
  shall  occur  at  reasonable  times agreed  upon  by  Seller  and
  Purchaser  and  shall  be  conducted so as  not  to  unreasonably
  interfere  with the use of the Assets by Seller or  its  tenants.
  Purchaser  agrees to indemnify and hold Seller  harmless  of  and
  from  any  claim for damages or injuries arising from Purchaser's
  inspections of the Assets, such obligations shall survive Closing
  or any termination of this Agreement.
  
          Right  of Termination.  Notwithstanding anything in  this
  Agreement  to the contrary, Purchaser shall have the  right,  for
  any  reason  in  Purchaser's  sole and  absolute  discretion,  to
  terminate this Agreement by written notice to Seller on or before
  the  expiration of the Inspection Period and Title Company  shall
  immediately  refund  to  Purchaser the  Escrow  Deposit  and  any
  interest thereon.
  
                               ARTICLE
  
                   REPRESENTATIONS AND WARRANTIES
  
          Purchaser's  Representations and  Warranties.   Purchaser
  makes  the  following representations and warranties, as  of  the
  date  of  execution of this Agreement and as of the Closing  Date
  which  shall  survive Closing and conveyance  of  the  Assets  to
  Purchaser:
  
               Authority.   Purchaser is a Texas corporation,  duly
       formed,  organized, existing and in good standing under  the
       laws  of the State of Texas; Purchaser has full legal right,
       power  and  authority  to  execute  and  fully  perform  its
       obligations under this Agreement, without the need  for  any
       further  action  under  its governing instruments;  and  the
       persons  executing  this Agreement and the  other  documents
       required  hereunder  are  the duly  designated  officers  of
       Purchaser and are authorized to do so.
  
               Inspection.  Purchaser has made, or will make  prior
       to  expiration  of  the  Inspection Period,  an  independent
       investigation,  to the extent Purchaser deems  necessary  or
       appropriate,  concerning  the  physical  condition,   value,
       development, use, marketability, feasibility and suitability
       of  the  Assets,  including, without limitation,  land  use,
       zoning and other governmental restrictions.
  
          No Other Seller Representations.  Except as expressly set
  forth  herein, Purchaser acknowledges that no representations  or
  warranties,  express  or implied, have been  made  by  Seller  or
  Seller's representatives.
  
               "AS  IS,  WHERE  IS".   PURCHASER  HEREBY  EXPRESSLY
       ACKNOWLEDGES  THAT  IT HAS INSPECTED AND  EXAMINED  OR  WILL
       INSPECT  AND  EXAMINE  THE PROPERTY  TO  THE  EXTENT  DEEMED
       NECESSARY  BY  PURCHASER  IN ORDER TO  ENABLE  PURCHASER  TO
       EVALUATE THE PURCHASE OF THE PROPERTY.  PURCHASER REPRESENTS
       THAT  IT  IS  A KNOWLEDGEABLE PURCHASER OF REAL  ESTATE  AND
       OFFICE DEVELOPMENTS AND THAT, EXCEPT AS SET FORTH IN SECTION
       ,  IT  IS  RELYING SOLELY ON ITS OWN EXPERTISE AND  THAT  OF
       PURCHASER'S CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR
       WILL  CONDUCT  SUCH  INSPECTIONS AND INVESTIGATIONS  OF  THE
       PROPERTY,  INCLUDING, BUT NOT LIMITED TO, THE  PHYSICAL  AND
       ENVIRONMENTAL CONDITIONS THEREOF.
  
         Seller's Representations and Warranties.  Seller makes the
  following  representations  and warranties  as  of  the  date  of
  execution  of  this Agreement and as of the Closing  Date,  which
  shall survive conveyance of the Assets to Purchaser:
  
              Authority.  Seller is a Delaware limited partnership,
       duly  formed, organized, existing and in good standing under
       the  laws  of the State of Delaware.  Seller has full  legal
       right, power and authority to execute and fully perform  its
       obligations under this Agreement, without the need  for  any
       further  action  under  its governing instruments;  and  the
       persons  executing  this Agreement and the  other  documents
       required  hereunder  are  the duly  designated  officers  of
       Seller and are authorized to do so.
  
               Marketable Title.  At the Effective Date and  as  of
       Closing,  Seller  will own the Personal  Property  free  and
       clear  of  all  liens, claims, encumbrances, and  rights  of
       others, and will convey same to Purchaser.  Seller is not  a
       party  to  any  contract agreement, or commitment  to  sell,
       convey, assign, transfer or otherwise dispose of any portion
       or portions of the Assets.
  
               Liabilities.   As of Closing, except as  created  by
       this  Agreement  or  disclosed  in  the  schedules  attached
       hereto, there will be no obligations or liabilities  of  any
       kind  or nature whatsoever, actual or contingent, including,
       but not limited to any tax liabilities, contract liabilities
       or  tort liabilities (other than liabilities incurred in the
       ordinary  course  of business which shall  be  disclosed  to
       Purchaser in writing prior to the Closing Date or which  are
       contained  in  the  document delivered  to  Purchaser  under
       Section 5.1 hereof) for which or to which Purchaser  or  the
       Assets may be liable or subject to except for non-delinquent
       obligations and liabilities accrued and thereafter  accruing
       under   the  Permitted  Exceptions  or  in  the  course   of
       performance  under  one  or  more  of  such  documents   and
       agreements, disclosed in Section 5.1 hereof.
  
               Contracts.  Except as may be delivered to  Purchaser
       during  the  Inspection  Period, there  are  no  management,
       maintenance  or other contracts in respect of  the  Property
       which  are  not terminable on thirty (30) days' notice.   If
       Purchaser   requests  during  the  Inspection  Period,   any
       existing management contracts will be terminated at Closing.
  
                No   Undisclosed   Matters.   To  Seller's   actual
       knowledge,  there are no unsatisfied requests  for  material
       repairs,  restorations or improvements  from  any  insurance
       carrier  or governmental authority.  Seller has not received
       any  written  notice  from any insurer  of  any  defects  or
       inadequacies in any part of the Assets which would adversely
       affect its insurability, or written notice of any claims  of
       any governmental agency to the effect that the construction,
       operation or use of any of the Assets is in violation of any
       applicable law, ordinance, rule, regulation or order.
  
               No  Defaults.   Seller will not  at  Closing  be  in
       default  in  respect of any of its material  obligations  or
       liabilities  pertaining to the Assets  (including,  but  not
       limited  to,  such  obligations and  liabilities  under  the
       Permitted Exceptions, Contracts or Leases).
  
               Litigation.   There is no litigation of  a  material
       nature  pending or to Seller's actual knowledge,  threatened
       against Seller or the Assets which relates to, or if decided
       adversely,  could have a material adverse effect  upon,  the
       Assets (including condemnation or similar proceeding).
  
               Environmental  Matters.  For  the  purpose  of  this
       Agreement,  the  term "Hazardous Materials" shall  mean  (i)
       each and every substance included within the term "hazardous
       substance"  or "hazardous waste" as defined in  any  one  or
       more    of   the   Comprehensive   Environmental   Response,
       Compensation, and Liability Act of 1980, 42 U.S.C.A. Section
       9601   et   seq.  (as  heretofore  amended),  the  Hazardous
       Materials  Transportation Act of 1975, 49  U.S.C.A.  Section
       1801   et   seq.  (as  heretofore  amended),  the   Resource
       Conservation  and  Recovery Act of 1976, 42  U.S.C.  Section
       6901  et seq. (as heretofore amended) and any other federal,
       state  or  local  environmental laws or regulations  now  or
       hereafter  enacted; (ii) all substances to which  the  rules
       and  regulations promulgated by any Federal or state  agency
       pursuant  to  any one or more of said statutes applies;  and
       (iii)   any   and  all  petroleum  products  and   petroleum
       derivatives.   Seller  represents  unto  Purchaser  that  to
       Seller's actual knowledge, the following matters are true as
       of  the Effective Date, and will also be true as of the date
       of Closing, and shall survive Closing and not merge into any
       documents delivered at Closing:
  
                    Seller has no notice or actual knowledge of any
            (i)  currently  existing violations of federal,  state,
            county  or  municipal environmental laws in respect  to
            the   Assets,  or  (ii)  past,  pending  or  threatened
            administrative  or judicial litigation or  other  legal
            proceedings   including,   without   limitation,    any
            enforcement proceeding under any federal, state, county
            or  municipal  statute, ordinance, rule  or  regulation
            concerning Hazardous Materials, relating to the Assets,
            or of any settlement thereof.
  
                    Seller has no actual knowledge of the existence
            of any underground storage tanks ("USTs") located on or
            below the Land.
  
              Certification of Rent Roll.  No person has any title,
       interest  or right to possession of any portion of the  Real
       Property  as  a lessee, tenant or concessionaire  of  Seller
       except  as  shown on the Rent Roll Schedule.  The Rent  Roll
       Schedule  correctly and accurately states the rent and  term
       for   each  Lease.   Except  as  disclosed  in  writing   to
       Purchaser, the Rent Roll Schedule lists all Leases  and  all
       of  the  Leases  are in full force and effect in  accordance
       with  their written terms and, to Seller's actual knowledge,
       are valid obligations of the tenants.  Seller is not, and to
       Seller's  actual knowledge no tenant is, in default  in  the
       performance  of  or  under any such Lease  in  any  material
       respect  except  as  otherwise  disclosed.   The  Rent  Roll
       Schedule  states  all  Deposits, prepaid  rents,  and  other
       deposits  or  prepayments  for each  Lease.   No  tenant  is
       entitled  to  any rebate, concession, special  allowance  or
       other  benefits, except as stated in the Leases  or  on  the
       Rent Roll Schedule.  To Seller's actual knowledge, no tenant
       has  any  counterclaim, defense or offset to any action  for
       collection  of  rents or other amounts  accruing  after  the
       Closing Date under any Lease.  The rents and other sums  due
       or to become due under each Lease have not been and will not
       be assigned, encumbered or subjected to any liens by Seller,
       except  to lenders whose liens shall be assigned or released
       at  Closing.  Except as disclosed in the Rent Roll Schedule,
       there  has  been  no  deviation  from  any  Lease  or  other
       documents executed by tenants in connection with the Leases.
       Seller  has  paid in full all leasing or similar commissions
       or payment obligations, if any, relating to any Lease.
  
               Operating Statements.  To Seller's actual knowledge,
       the  Operating  Statements prepared by the management  agent
       are true, accurate and complete in all material respects and
       present  fairly  the results of operations for  the  periods
       indicated.
  
               Use of Property.  To Seller's actual knowledge,  (i)
       no  governmental,  public or private  authority  intends  or
       desires to appropriate the use of or limit the use of any of
       the Property pursuant to any condemnation, eminent domain or
       similar  proceeding; (ii) no fact or condition exists  which
       will  result  in  the termination of the Property's  current
       access to and from existing streets and utilities; (iii) the
       utilities   serving   the  Property   include   electricity,
       telephone,  city  water,  cable television,  gas,  and  city
       sanitary  and storm sewer adequate for the existing  use  of
       the  Property as an apartment complex; (iv) the Property  is
       validly  zoned  with  respect to its  existing  use  and  no
       pending,   contemplated  or  threatened  change  in   zoning
       ordinances  are  applicable to the  Property;  and  (v)  the
       Improvements  when constructed complied with all  applicable
       building codes and all signs comply with all applicable sign
       ordinances.
  
               Documentation.   To Seller's actual  knowledge,  all
       documents  which shall be delivered to Purchaser  by  or  on
       behalf  of  Seller  under  this  Agreement  shall  be  true,
       correct, complete and accurate in all material respects.
  
          FIRPTA.  Seller is not a "foreign person" (as defined  in
       the  Internal Revenue Code and Income Tax Regulations).  The
       provisions  of the Foreign Investment in Real  Property  Tax
       Act   of  1980,  as  amended,  are  not  applicable  to  the
       Transaction.
       
              Definition of Knowledge.  Whenever the term "Seller's
       actual  knowledge  is used herein, such phrase  shall  refer
       only  to facts actually known to Norman Harrower, III, Scott
       Jenkins and Kim Northenor.
       
               Covenants  of Seller.  Seller covenants  and  agrees
       with Purchaser as follows:
       
               Access.  During normal business hours prior  to  and
       after  Closing, Seller agrees to give to Purchaser  and  its
       agents  and representatives reasonable access to the  Assets
       and   the  books  and  records  directly  relating  to   the
       ownership,  management, maintenance  and  operation  of  the
       Assets, and all documents directly pertaining to the  Assets
       that  are  in  the possession of Seller, or any of  Seller's
       agents  or  representatives.  Seller will furnish  Purchaser
       with  such additional financial and operating data and other
       information  reasonably  available  to  Seller  as  may   be
       reasonably  necessary for Purchaser to  thoroughly  evaluate
       the Assets.
  
              Additional Audits.  Purchaser shall have, in addition
       to  any  inspection or audit rights contained  elsewhere  in
       this  Agreement, the right to conduct a full  audit  of  the
       books  and records of Seller relating to the operations  and
       financial results of the Property, in such form and at  such
       time,  including up to 270 days after Closing, as  Purchaser
       may   reasonably  determine  is  necessary  to  comply  with
       applicable securities laws requirements, including,  without
       limitation,  Regulation   210.3-14  promulgated  under   the
       Securities  Exchange  Act of 1934, as  amended.   All  costs
       incurred as a result of a Purchaser's undertaking such audit
       shall  be  borne exclusively by Purchaser;  however,  Seller
       shall  make  available such books, records and materials  as
       may  be reasonably requested by Purchaser or its accountants
       in  order  to conduct such audit.  All such audit activities
       shall  be  conducted  at Seller's place  of  business  in  a
       commercially reasonable fashion during normal business hours
       and  upon  five  (5)  days prior notice  from  Purchaser  to
       Seller.
  
              No Material Changes.  Prior to Closing, Seller shall:
       (i)  not  cancel  or permit cancellation of  any  hazard  or
       liability insurance carried with respect to the Assets; (ii)
       remedy  all material violations of laws, ordinances,  orders
       or  requirements relating to the Assets which are not caused
       by  Purchaser  and  of which Seller has received  actual  or
       constructive notice and provide Purchaser with  evidence  of
       curing  of same (provided that Seller shall not be  required
       to  expend more than $10,000, in the aggregate, with respect
       to  such  matters); (iii) operate the Property  on  a  basis
       consistent with historical operations; and (iv) without  the
       prior   written  consent  of  Purchaser,  which  shall   not
       unreasonably be withheld, not enter into any, nor shall  any
       agent  acting on its behalf enter into, leases with  respect
       to  the  Assets at rents below, or terms longer than,  those
       entered into by Seller during the period from August, 1995 -
       April,  1996.   Prior  to  Closing, Seller  also  will  not,
       without  the prior written consent of Purchaser,  (i)  sell,
       transfer or dispose or become obligated to sell, transfer or
       dispose  of  any  of  the Assets, except  for  the  use  and
       consumption  of  inventory, office and  other  supplies  and
       spare  parts, and the replacement of worn out, obsolete  and
       defective  tools, equipment and appliances, in the  ordinary
       course   of   the  business,  (ii)  except  as  specifically
       permitted by this Agreement, enter into any transaction,  or
       make any commitment with respect to the Assets other than in
       the  ordinary  course of the business, (iii)  amend,  renew,
       extend,  modify or terminate any Contract, Permit  or  Lease
       except  as contemplated by this Agreement or except  in  the
       ordinary course of business.  Prior to Closing, Seller shall
       operate  and maintain the Assets in substantially  the  same
       manner  and  condition as Seller has operated and maintained
       the  Assets  immediately prior to the  Effective  Date,  and
       Seller shall use reasonable efforts to maintain at least the
       current  reputation  of  the  Real  Property.   Seller  will
       perform current or routine maintenance and repairs of or  to
       the  Assets as may be required or reasonably appropriate  to
       operate and maintain the Assets.
  
               Consents.  Seller and Purchaser shall each  promptly
       file  or  submit  and  diligently  prosecute  any  and   all
       applications  or  notices with federal, state  and/or  local
       authorities and all other requests with any private  persons
       or  entities  for  consents, approvals,  authorizations  and
       permissions  which  are reasonably considered  necessary  or
       appropriate  by Seller or Purchaser for the consummation  of
       the  Transaction or to prevent the termination of any Lease,
       Contract  or  Permit,  or any loss or  disadvantage  to  the
       Assets.
  
               Payments.  Seller will cause to be paid when due  or
       shall  be  responsible for all taxes,  license  fees,  trade
       accounts and costs and expenses of operation and maintenance
       of  the  Assets  incurred through the Closing  Date,  except
       amounts subject to proration under Section .
  
               Cooperation.  Seller will assist and cooperate  with
       any  environmental evaluation, study or audit  of  the  Real
       Property or the Personal Property prepared by, for or at the
       request of Purchaser.
  
              Notification of Subsequent Events.  Prior to Closing,
       Seller shall notify Purchaser of any written notice received
       by Seller of any material adverse change in or to the Assets
       including,  without limitation, any notice relating  to  any
       insurance contract or policy now held or owned by Seller  to
       cancel or materially increase any premiums relating thereto.
  
         Conditions to Purchaser's Obligations.  The obligations of
  Purchaser  to  consummate the transactions contemplated  by  this
  Agreement  are  subject  to  the  satisfaction  of  each  of  the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser  in
  writing at or prior to Closing:
  
               Satisfaction.  The representations and warranties of
       Seller  contained in this Agreement shall have been true  on
       the  date  of  this Agreement and on Closing.  Seller  shall
       have  performed  all  obligations  and  complied  with   all
       covenants  required by this Agreement.   Seller  shall  have
       delivered  to Purchaser a certificate, in a form  acceptable
       to  Purchaser,  dated as of the Closing Date and  signed  by
       Seller, concerning this Section .
  
                Inspection.   Prior  to  the  termination  of   the
       Inspection Period, Purchaser shall be satisfied, in its sole
       and  absolute  discretion, with respect  to  the  operation,
       maintenance, repair, quality and status of the Property.
  
               Title  Defects.  All Title Defects, except Permitted
       Title  Exceptions, shall have been cured by Seller or waived
       in writing by Purchaser.
  
               Title  Policy.   Purchaser  shall  have  obtained  a
       commitment  to  issue  the Title Policy  insuring  good  and
       indefeasible  fee  simple  title to  the  Real  Property  in
       Purchaser in an amount equal to the Purchase Price.
                Releases.    Delivery  to  Purchaser  of   separate
       documents executed by any person who has a lien or  security
       interest on, in or against any of the Assets which terminate
       and  cancel all of the liens and security interests upon the
       proper  filing for record of such documents, and such  other
       executed  documents as Purchaser determines may be necessary
       to  terminate  and  cancel all liens and security  interests
       against  the  Assets,  other than those  to  be  assumed  by
       Purchaser  at  Closing  or otherwise  contemplated  by  this
       Agreement which delivery may be made in escrow to the  Title
       Company conditioned upon payment of portions of the Purchase
       Price to such person.
  
               Improvement  Escrow.  Seller shall  fully  fund  and
       establish  a $200,000 capital improvement escrow account  in
       the   name   of  Purchaser  on  terms  and  at  a  financial
       institution acceptable to Purchaser in its sole and absolute
       discretion.   Purchaser shall have the  right  to  use  such
       funds  for capital improvements in such manner and  at  such
       time  as  determined by Purchaser in its sole  and  absolute
       discretion.
  
               CIGNA  Renewal.  Seller shall have  entered  into  a
       binding written lease renewal agreement with CIGNA on  terms
       reasonably  acceptable  to  Purchaser.   Such  terms   shall
       include  a  five  (5) year renewal term at  an  annual  base
       rental  rate of $16.00 per square foot commencing  February,
       1997  for  substantially all of the space currently occupied
       by  CIGNA  with  no  obligation for  any  additional  tenant
       improvements.
  
               No Injunction.  On the Closing Date, there shall  be
       no  third  party  injunction, writ, preliminary  restraining
       order or any order of any nature issued or threatened  by  a
       court   of   competent  jurisdiction  directing   that   the
       transactions  contemplated  herein  not  be  consummated  as
       herein provided.
  
          Conditions  to Seller's Obligations.  The obligations  of
  Seller  to  consummate  the  transactions  contemplated  by  this
  Agreement  are  subject  to  the  satisfaction  of  each  of  the
  following conditions as of the Closing Date, except to the extent
  any  such  condition is waived in whole or in part by  Seller  in
  writing at or prior to Closing:
  
               Satisfaction.  The representations and warranties of
       Purchaser  contained in this Agreement shall have been  true
       on  the  date  of this Agreement and on Closing.   Purchaser
       shall  have performed all obligations and complied with  all
       covenants required by this Agreement.  Purchaser shall  have
       delivered  to Seller a certificate, in a form acceptable  to
       Seller,  dated  as  of  the  Closing  Date  and  signed   by
       Purchaser, concerning this Section .
  
               No Injunction.  On the Closing Date, there shall  be
       no  third  party  injunction, writ, preliminary  restraining
       order or any order of any nature issued or threatened  by  a
       court   of   competent  jurisdiction  directing   that   the
       transactions  contemplated  herein  not  be  consummated  as
       herein provided.
  
          Closing  Documents.  At Closing, Seller shall deliver  to
  Purchaser  (i) full and complete possession of the  Assets,  (ii)
  such  documents of sale, transfer, assignment and  conveyance  as
  may  be  reasonably required or requested by Purchaser to  ensure
  that  Purchaser  owns  and is vested with the  entire  legal  and
  beneficial  interest in the Assets, free and clear of all  liens,
  security  interests, claims and encumbrances and  subject  to  no
  legal or equitable conditions or restrictions of any kind, except
  as  specifically  permitted  by this Agreement,  and  (iii)  such
  documents as may be reasonably required or requested by Purchaser
  to   ensure  that  Seller  has  complied  with  all  of  Seller's
  obligations under this Agreement.  The documents required  to  be
  properly  executed  by Seller and delivered to  Purchaser  and/or
  executed by Purchaser and delivered to Seller shall be in a  form
  reasonably  acceptable to Purchaser and Seller and  include,  but
  are not limited to:
  
               Limited  Warranty  Deed.  A  Limited  Warranty  Deed
       granting, conveying and warranting unto Purchaser  good  and
       marketable  title  to  the  Real  Property  in  fee   simple
       absolute,  containing  covenants of  limited  warranty,  and
       subject  to  the  Permitted Exceptions.   The  form  of  the
       Limited  Warranty  Deed  will  be  approved  by  Seller  and
       Purchaser prior to the expiration of the Inspection Period.
  
               Bill  of  Sale.   A  Bill  of  Sale  and  Assignment
       transferring and assigning to Purchaser good and  marketable
       title  to  all of the tangible Personal Property,  including
       all  fixtures, machinery, equipment, appliances,  inventory,
       office  and  other supplies and spare parts, and  all  other
       tangible   Personal   Property,  containing   covenants   of
       warranty,  and  subject to no liens, charges,  encumbrances,
       exceptions, conditions. restrictions, security interests  or
       claims,  of  any kind or character other than the  Permitted
       Exceptions.   The  form of the Bill of Sale  and  Assignment
       will  be  approved  by  Seller and Purchaser  prior  to  the
       expiration of the Inspection Period.
  
               Assignment.  An Assignment of Leases, Contracts  and
       Intangibles transferring and assigning to Purchaser  all  of
       Seller's  interest in, to and under (i) all Leases in  force
       on  the Closing Date, (ii) all rentals, Deposits, and  other
       payments or deposits paid under or derived from such Leases,
       and   (iv)  all  Contracts,  Permits  and  other  intangible
       Personal  Property  including, without  limitation,  all  of
       Seller's  rights and interests, if any, in  the  trade  name
       "Spalding Building" and "Falls Pointe Office Building" on  a
       non-exclusive basis.  The form of the Assignment of  Leases,
       Contracts  and  Intangibles will be approved by  Seller  and
       Purchaser prior to the expiration of the Inspection  Period.
       Such  Assignment of Leases, Contracts and Intangibles  shall
       be  joined  in by Purchaser for the purpose of assuming  all
       obligations under any assigned item arising from  and  after
       the Closing Date.
  
               Documents.   Executed  original  copies,  or  copies
       certified as correct by Seller, of (i) all Leases  in  force
       on  the  Closing Date covering portions of the Real Property
       and  all  other  documents referred  to  in  the  Rent  Roll
       Schedule,  (ii)  all Contracts and Permits  transferred  and
       assigned   to   Purchaser,  (iii)  all  "as  built"   plans,
       specifications,  surveys  or  other  documents  relating  or
       pertaining  to  the  Assets  in  the  possession  of  Seller
       (collectively "Plans"), including, but not limited  to,  all
       data  and  information relating to the  repair,  renovation,
       reconstruction, and maintenance of the Improvements and  the
       tangible   Personal  Property,  (iii)  all  other  documents
       referred to in the schedules.
  
              Rent Roll.  A current and updated Rent Roll Schedule.
  
               FIRPTA.  Affidavit from Seller that Seller is not  a
       foreign person as defined in the Foreign Investment in  Real
       Property  Tax  Act of 1980, as amended.   The  form  of  the
       Affidavit is contained in Exhibit 7.6(f).
               Keys.  All keys and master keys to all locks located
       on  the Real Property properly tagged for identification  as
       well  as  cards keys and cards for the security systems,  if
       any.
  
               Telephone  and  Mail.   Such  documents  as  may  be
       required  by  (i) the local telephone company to  assign  to
       Purchaser  all  of  Seller's rights  and  interest  in  each
       telephone  number  or phone line used by Seller  exclusively
       for  the  operation of the Assets, and (ii) the U.S.  Postal
       Service  to  assign to Purchaser all of Seller's rights  and
       interest in each post office box and drawer exclusively  for
       the operation of the Assets.
  
               Miscellaneous.   Such  other  documents  as  may  be
       required under other provisions of this Agreement or as  may
       reasonably  be  required  by  Purchaser  to  consummate  the
       Transaction,  including, but not limited to, (i)  a  Closing
       Statement, (ii) a Closing Memorandum, and (iii) a  Quitclaim
       Deed  with  the legal description contained in Exhibit  2(a)
       and/or  the  Survey, if the legal description  of  the  Land
       contained  in the Survey differs from the legal  description
       contained in Exhibit 2(a).
  
                               ARTICLE
  
                        DEFAULTS AND REMEDIES
  
          Damages  Against Purchaser.  IF PURCHASER DEFAULTS  UNDER
  ANY  PROVISION OF THIS AGREEMENT AND CLOSING DOES NOT OCCUR, THEN
  SELLER SHALL BE RELEASED FROM ALL OBLIGATIONS IN LAW OR EQUITY TO
  CONVEY  THE  PROPERTY TO PURCHASER.  PURCHASER AND  SELLER  AGREE
  THAT  AS SELLER'S SOLE REMEDY FOR A DEFAULT HEREUNDER, BY WRITTEN
  NOTICE  TO PURCHASER AND TITLE COMPANY, SELLER SHALL BE  ENTITLED
  TO TERMINATE THIS AGREEMENT AND BE ENTITLED TO RECEIVE THE ESCROW
  DEPOSIT  PLUS  ACCRUED  INTEREST THEREON AS  LIQUIDATED  DAMAGES.
  PURCHASER  AND  SELLER ACKNOWLEDGE AND AGREE THAT ACTUAL  DAMAGES
  WILL   BE  EXTREMELY  DIFFICULT  AND  IMPRACTICAL  TO  ASCERTAIN.
  THEREFORE,  THE  SUM REPRESENTED BY THE ESCROW DEPOSIT  PLUS  ANY
  ACCRUED  INTEREST  THEREON  SHALL  BE  DEEMED  TO  CONSTITUTE   A
  REASONABLE  ESTIMATE AND AGREED STIPULATION OF  SELLER'S  DAMAGES
  AND  SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY  IN  THE
  EVENT  THIS TRANSACTION FAILS TO CLOSE AS A RESULT OF PURCHASER'S
  DEFAULT.   NOTWITHSTANDING THE FOREGOING,  PURCHASER'S  LIABILITY
  UNDER  THE  LAST  SENTENCE OF SECTION 6.1  HEREOF  AND  THE  LAST
  SENTENCE  OF SECTION 10.1 HEREOF SHALL REMAIN IN FULL  FORCE  AND
  EFFECT.
  
         Damages against Seller.  In the event that Seller fails to
  perform   all  of  Seller's  obligations  under  this  Agreement,
  including  the  obligation to consummate  the  Transaction,  then
  Purchaser  may  make written demand to Seller for performance  of
  this  Agreement.   If  Seller fails to  comply  with  Purchaser's
  written  demand  within  30 days after receipt  of  such  written
  demand for performance, Purchaser shall have the exclusive  right
  to  (i)  waive  such default, (ii) seek specific  performance  of
  Seller's  obligations under this Agreement,  or  (iii)  terminate
  this  Agreement and promptly receive a full refund of the  Escrow
  Deposit  and  all interest thereon, without further liability  on
  Purchaser's part.  Seller agrees that the Business and the Assets
  are  unique  and that damages for failure by Seller to consummate
  the Transaction will be impracticable and extremely difficult  to
  determine.  Therefore, in the event that Seller fails or  refuses
  to  consummate  the  Transaction and Purchaser  seeks  injunctive
  relief  or specific performance, Seller specifically agrees  that
  the  remedies  of  injunctive relief or specific performance  are
  appropriate remedies for Purchaser, and Seller waives and  agrees
  not  to  assert  any claim or defense that injunctive  relief  or
  specific performance is not an appropriate remedy for Purchaser.
  
                               ARTICLE
  
                            RISK OF LOSS
  
          Risk  of Loss.  Prior to Closing, Seller shall have  full
  risk of loss or damage with respect to the Assets.  Upon Closing,
  full risk of loss or damage with respect to the Assets shall pass
  to  Purchaser.  For purposes of this Article 9, "loss or  damage"
  shall  mean the following:  (i) any loss, damage, destruction  or
  injury  by  fire,  storm, accident, flood or  other  casualty  or
  hazard  to the Assets; and (ii) any condemnation, eminent  domain
  or other similar proceeding.
  
          Minor Damage.  In the event of loss or damage to the Real
  Property  or  any  portion thereof (the "premises  in  question")
  which  is  not  "major" as hereinafter defined),  this  Agreement
  shall  remain  in  full and effect provided Seller  performs  any
  necessary  repairs  or,  at  Seller's option,  reduces  the  cash
  portion  of the Purchase Price in an amount equal to the cost  of
  such repairs, Seller thereby retaining all of the Seller's right,
  title  and  interest to any claims and proceeds Seller  may  have
  with  respect  to any casualty insurance policies or condemnation
  awards relating to the premises in question.  In the event Seller
  elects  to  perform repairs upon the Real Property, Seller  shall
  use  reasonable efforts to complete such repairs promptly and  if
  necessary,  the  date of Closing shall be extended  a  reasonable
  time  in  order  to  allow for the completion  of  such  repairs;
  provided,  however, Closing may not be extended for a  period  of
  more  than  thirty  (30)  days  without  the  prior  consent   of
  Purchaser.
  
          Major  Damage.  In the event of a "major" loss or damage,
  Purchaser may either (i) terminate this Agreement and immediately
  receive  a refund of the Escrow Deposit and all interest thereon,
  or (ii) it may proceed with this transaction and receive Seller's
  insurance  proceeds,  if any, for such damage.   In  such  event,
  Seller  shall  execute  all  documents  reasonably  requested  by
  Purchaser  to  assign  Seller's  rights  and  interest  to   such
  insurance proceeds.
  
          Definition  of  Major Loss or Damage.   For  purposes  of
  Sections   and , "major" loss or damage refers to the  following:
  (i) loss or damage to the Assets or any portion thereof such that
  the cost of repairing or restoring the premises in question to  a
  condition  substantially identical to that  of  the  premises  in
  question  prior to the event of damage or loss would be,  in  the
  certified opinion of a mutually acceptable architect, equal to or
  greater than Fifty Thousand Dollars ($50,000), and (ii) any  loss
  or  damage  due to a condemnation which permanently or materially
  impairs the current use of the Assets.
  
                               ARTICLE
  
                         GENERAL PROVISIONS
  
          Brokerage  Commission.  Seller  shall  pay  any  and  all
  brokerage  commissions  due  to  Robinson  Tritschler,  Inc.  and
  Trammell  Crow Company pursuant to a separate written  agreement.
  If the purchase and sale hereunder does not close for any reason,
  including  default  by  either  Seller  or  Purchaser,  then   no
  commission shall be due by any party hereto.  Except as set forth
  in the preceding sentence, Seller and Purchaser represent to each
  other  that they have acted directly and independently  with  the
  other  as  principals and that neither Seller nor Purchaser  have
  retained or authorized the services of any broker or finder  with
  respect to this transaction.  Seller agrees to indemnify and hold
  Purchaser harmless from and against all claims, liabilities,  and
  obligations   for  any  commission,  finder's   fee,   or   other
  compensation  in  connection with this Agreement  claimed  by  or
  through  Seller.  Purchaser agrees to indemnify and  hold  Seller
  harmless   from   and  against  all  claims,   liabilities,   and
  obligations   for  any  commission,  finder's   fee,   or   other
  compensation  in  connection with this Agreement  claimed  by  or
  through Purchaser.
  
          Entire  Agreement.   This Agreement,  together  with  all
  exhibits  or  schedules  either attached  or  delivered  pursuant
  hereto   and  other  agreements  expressly  referred  to  herein,
  constitutes the entire agreement between the parties with respect
  to  the  purchase  and  sale of the  Assets.   All  prior  to  or
  contemporaneous   agreements,  understandings,   representations,
  warranties and statements, oral or written, are superseded.
  
          Further  Assurances.   The parties  agree  to  take  such
  further action and execute such documents and instruments as  may
  be reasonably required in order to more effectively carry out the
  terms of this Agreement and the intentions of the parties.
  
          Modification,  Waiver.  Except as expressly  contemplated
  herein, no modification, waiver, supplement or discharge of  this
  Agreement shall be valid unless the same is in writing and signed
  by  the  party against whom the enforcement thereof is or may  be
  sought.  No waiver of a breach of any of the terms, covenants  or
  conditions  of this Agreement by either party shall be  construed
  or  held to be a waiver of any succeeding or preceding breach  of
  the  same  or  any  other  term,  covenant  or  condition  herein
  contained.   No  waiver of any default by either party  hereunder
  shall  be implied from any omissions by either party to take  any
  action on account of such default if such default persists or  is
  repeated, and no express waiver shall affect a default other than
  as specified in such waiver.
  
           Severability.   If  any  term,  provision,  covenant  or
  condition  of  this  Agreement is held to  be  invalid,  void  or
  otherwise  unenforceable to any extent by any court of  competent
  jurisdiction,  the  remainder  of this  Agreement  shall  not  be
  affected thereby, and each term, provision, covenant or condition
  of  this  Agreement shall be valid and enforceable to the fullest
  extent permitted by law.
  
          Successors.   Subject  to the restriction  on  assignment
  provided  herein,  all terms of this Agreement shall  be  binding
  upon,  inure to the benefit of, and be enforceable by the parties
  hereto   and   their  respective  heirs,  legal  representatives,
  successors and assigns.
  
          Assignment.  Purchaser may assign its rights  under  this
  Agreement  to  a  wholly owned subsidiary of Purchaser  or  to  a
  limited partnership controlled by either Purchaser or its  wholly
  owned subsidiary without Seller's consent; provided, however,  no
  such  assignment  shall  relieve  Purchaser  of  its  obligations
  hereunder.   Except  as contemplated by the  preceding  sentence,
  Seller  and  Purchaser shall not assign their respective  rights,
  obligations  or interest under this Agreement without  the  prior
  written consent of the other.
  
           Survival   of   Representations  and  Warranties.    All
  obligations  hereunder  to be performed after  Closing,  and  all
  warranties  and representations contained herein,  shall  survive
  Closing  and  the  delivery  of  the  Special  Warranty  Deed  to
  Purchaser.
  
           Attorneys'  Fees.   If  either  party  commences   legal
  proceedings for any relief against the other party arising out of
  this Agreement, the losing party shall pay the prevailing party's
  reasonable attorneys' fees.
  
          Time.   Time  is  of  the essence with  respect  to  this
  Agreement.
  
          No  Other Inducement.  The making, execution and delivery
  of  this Agreement by the parties hereto has been induced  by  no
  representations, statements, warranties or agreements other  than
  those expressed herein.
  
          Computation  of Time Periods.  All periods  of  the  time
  referred  to  in  this  Agreement shall  include  all  Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies  business days, provided that if the date or last  date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
          Notices.   Any  notice,  request,  instruction  or  other
  document to be given or furnished under this Agreement by  either
  party  to  the other party or to the Title Company  shall  be  in
  writing  and shall be delivered personally or shall  be  sent  by
  facsimile transmission (with a copy sent by regular U.  S.  mail)
  or  registered or certified mail, postage prepaid, or by  prepaid
  overnight delivery service, at the address or telecopy number  in
  this Section  or to such other address, telecopy number of person
  as  either  party may designate by written notice  to  the  other
  party.   A notice, request, instruction or other documents  shall
  be  deemed to be given (a) when delivered personally, (b) sent by
  facsimile transmission (with a copy sent by regular U. S.  mail),
  or  (c)  if sent by certified mail or overnight delivery service,
  at  the  time  the  delivery is indicated on the  duly  completed
  United  States  Postal  Service return receipt  or  the  time  of
  package  pick  up as indicated on the records of or  certificates
  provided by the overnight delivery service.
  
  Seller:             ELV Associates, Inc.
                      Attention:  Ms. Suzanne Shank
  
  Office Address:     3340 Peachtree Road, N.E., Suite 267
                      Atlanta, GA  30326
  
  Telephone Number:   (404) 240-0688
  
  Telecopy Number:    (404) 364-0197
  
  with copies to:     ELV Associates, Inc.
                      Attention:  M. Norie Harrower
  
  Office Address:     14 E. 77th Street
                      New York, NY  10021
  
  and:                William F. Stevens, Esq.
                      Long, Aldridge & Norman
  
  Office Address:     One Peachtree Center, Suite 5300
                      303 Peachtree Street
                      Atlanta, GA  30308
  
  Telephone Number:   (404) 527-8510
  
  Telecopy Number:    (404) 527-4198
  
  Purchaser:          The Parkway Company
                      Attention:  James M. Ingram
  
  Office Address:     188 East Capitol Street, Suite 300
                      Jackson, Mississippi 39201
  
  Mailing Address:    Post Office Box 22728
                      Jackson, Mississippi 39225
  
  Telephone Number:   (601) 948-4091
  
  Telecopy Number     (601) 949-4077
  
          Headings.   The captions and paragraph headings  used  in
  this Agreement are inserted for convenience of reference only and
  are not intended to define, limit or affect the interpretation or
  construction of any term or provision hereof.
  
         Exhibits.  All schedules or exhibits referred to herein or
  attached hereto are incorporated herein by this reference.
          Counterparts.  This Agreement may be executed in multiple
  copies,  each of which shall be deemed an original,  but  all  of
  which shall constitute one Agreement binding on all parties.
           Governing  Law.   This  Agreement  shall  be   governed,
  construed  and enforced in accordance with the laws of the  State
  of Georgia.
  
          Effective Date.  The date of delivery to Title Company of
  a  fully executed counterpart of this Agreement, as evidenced  by
  Title  Company's notation in the space set forth below, shall  be
  deemed  the  effective  date  of this Agreement  (the  "Effective
  Date").
  
          Like-Kind Exchange.  Purchaser agrees that, upon  request
  by  Seller, Purchaser will cooperate with Seller in such a manner
  as  to permit Seller to convey the Assets as a part of a tax-free
  exchange pursuant to Section 1031 of the Internal Revenue Code of
  1986,  as  amended; provided, however, that Purchaser  shall  not
  incur   any   additional  cost,  expense  or  liability   in   so
  cooperating,  and  Seller  shall  indemnify  and  hold  Purchaser
  harmless  from  and against any cost, expense  or  liability  for
  providing such cooperation.
  
        IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                           SELLER:
  
                           CARFAX ENTERPRISES LIMITED PARTNERSHIP
  
                           Executed by Seller this 29 day of April,
                           1996.
  
                            By:  E. L. Vaduz Enterprises, Inc., its
                            sole general partner
  
                            By:       E. L. Vaduz Enterprises, Inc.
                            Name:     /s/ Norman Harrower III
                            Title:    Vice President
  
                            PURCHASER:
  
                            THE PARKWAY COMPANY
  
                            Executed  by Purchaser this  29  day  of
                            April, 1996.
     
                            By:  /s/ Steven G. Rogers, President
                            By:  /s/ James M. Ingram, Vice President
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
       Title Company hereby agrees to perform its obligations under
  this  Agreement and acknowledge receipt of (a) the Escrow Deposit
  from  Purchaser in the amount of ONE HUNDRED THOUSAND AND  NO/100
  DOLLARS  ($100,000.00) on the 30th day of April, 1996 and  (b)  a
  fully  executed counterpart of this Agreement on the 2nd  day  of
  May, 1996.
  
                           METROPOLITAN TITLE AGENCY, INC.,
                           
                           By:      Metropolitan Title Agency, Inc.
                           Name:    Roy D. Zemonex
                           Title:   President