content: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
  
                              FORM 8-K
  
  
                           CURRENT REPORT
  
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date earliest event reported): April 17, 1998
                                                ------------------
  
  
  
                      PARKWAY PROPERTIES, INC.
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        (Exact name of Registrant as specified in its charter)
  
  
  
  Maryland                  1-11533                   74-2123597
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  (State or other       (Commission File Number)      (IRS Employer
  jurisdiction of                                     Identification
  incorporation)                                        Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                             39225-4647
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  Registrant's telephone number, including area code:(601)948-4091
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     (Former name or former address, if changed since last report)
                                  
                                  
                                  
  
  
  
  
  
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  
  Item 2.  Acquisition or Disposition of Assets.
  
  Proposed Sale:
  
       On April 17, 1998, Parkway Properties, Inc. ("Parkway")
  entered into an agreement to sell its investment portfolio of
  four office properties located in Dallas, Texas for $53,250,000
  to Triad Properties Corporation, a private real estate investment
  company.  The sales price represents approximately $100 per
  square foot for the properties, which total approximately 534,390
  net rentable square feet. The Company expects to close 
  the transaction in early June 1998 and record a
  gain for financial reporting purposes of approximately $3.5
  million on the sale in the second quarter.  The Company
  anticipates that the taxable gain from this transaction will be
  deferred through a Section 1031 like-kind exchange and, accordingly, 
  no special dividend of the capital gain will be required.  Although the
  purchaser has deposited $250,000 non-refundable earnest money,
  the transaction is subject to the purchaser's customary due
  diligence procedures and closing conditions, and therefore no
  assurance can be given that the sale will be completed. 
  
  
  Item 7.   Financial Statements and Exhibits.
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The following unaudited Pro Forma Consolidated Financial
  Statements are attached hereto.
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)      4
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    December 31, 1997                                          6
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1997                       7
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                     8
  
       (c)  Exhibits
       
       (10) (a)   Purchase  and  Sale  Agreement  between   Parkway
            Properties LP and Triad Properties Corporation. Parkway
            agrees to furnish supplementally to the Securities  and
            Exchange  Commission on request a copy of  any  omitted
            schedule or exhibit to this agreement.
       
       (10) (b)   Purchase  and  Sale  Agreement  between   Parkway
            Portfolio  I  LLC  and  Triad  Properties  Corporation.
            Parkway  agrees  to  furnish  supplementally   to   the
            Securities and Exchange Commission on request a copy of
            any omitted schedule or exhibit to this agreement.
                     PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet
  as of December 31, 1997 and pro forma consolidated statement of
  income of Parkway Properties, Inc. ("Parkway") for the year ended
  December 31, 1997 give effect to the recent purchases of Parkway
  listed below for the periods stated as well as the proposed sale
  of the four office buildings owned by Parkway in Dallas, Texas
  (the "Dallas Portfolio"). The pro forma consolidated financial
  statements have been prepared by management of Parkway based upon
  the historical financial statements of Parkway and the
  adjustments and assumptions in the accompanying notes to the pro
  forma consolidated financial statements.
  
       The pro forma consolidated balance sheet sets forth the
  effect of Parkway's purchases since December 31, 1997, as well as
  the proposed sale of the Dallas Portfolio, as if they had been
  consummated on December 31, 1997.
  
       The pro forma consolidated statement of income sets forth
  the effects of Parkway's purchases of the buildings listed below
  as if they had been consummated on January 1, 1997.
  
       
       BUILDING                            DATE OF PURCHASE
       
       Brookdale Portfolio                     02/25/98
       Schlumberger Building                   01/21/98
       Greenbrier Towers                       11/25/97
       Raytheon Building                       11/17/97
       First Little Rock Plaza                 11/07/97
       Hightower Centre                        10/01/97
       Morgan Keegan Tower                     09/30/97
       First Tennessee Plaza                   09/18/97
       Fairway Plaza                           08/12/97
       NationsBank Tower                       07/31/97
       Lakewood II                             07/10/97
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
  
       In addition to the purchases listed above, the pro forma
  consolidated statement of income sets forth the effect of the
  sale of 1,750,000 shares of Common Stock on January 22, 1997,
  262,500 shares of Common Stock on February 19, 1997, 3,000,000
  shares of Common Stock on September 24, 1997, 450,000 shares of
  Common Stock on October 6, 1997, 451,128 shares of Common Stock
  on February 23, 1998 and 855,900 shares of Common Stock on March
  11, 1998, as well as the proposed sale of the Dallas Portfolio as if the
  transactions had occurred January 1, 1997.
  
       These pro forma consolidated financial statements may not be
  indicative of the results that actually would have occurred if
  the purchases, sales and/or financings had been in effect on the
  dates indicated or which may be obtained in the future.  The pro
  forma consolidated financial statements should be read in
  conjunction with the consolidated financial statements and notes
  of Parkway included in its annual report on Form 10-K for the
  year ended December 31, 1997.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED BALANCE SHEET
                       December 31, 1997
                         (Unaudited)
  
                                             Pro Forma
                                 Historical  Adjustments  Pro Forma
                                              (1-5)(9)
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments:
     Office buildings.............$362,074    $126,129     $488,203
     Land held for development....   1,721           -        1,721
     Accumulated depreciation..... (14,143)        333      (13,810)
                                  --------    --------     --------
                                   349,652     126,462      476,114
  
   Land held for sale...........     4,309           -        4,309
   Mortgage loans...............     1,117           -        1,117
   Real estate partnership......       323           -          323
                                  --------    --------     --------
                                   355,401     126,462      481,863
   Interest, rents receivable
     and other assets.............  12,232           -       12,232
   Cash and cash equivalents......     959        (959)           -
                                  --------    --------     --------
                                  $368,592    $125,503     $494,095
                                  ========    ========     ========
  Liabilities
  Notes payable to banks..........$  6,473    $ 80,824     $ 87,297
  Mortgage notes payable
    without recourse.............. 105,220           -      105,220
  Accounts payable and other
    liabilities...................  12,158           -       12,158
                                  --------    --------     --------
                                   123,851      80,824      204,675
                                  --------    --------     --------
  Stockholders' Equity
  Common stock, $0.001 par value,
    70,000,000 shares authorized,
    9,765,176 shares issued and
    outstanding on an historical
    basis and 11,072,204 shares
    issued and outstanding on a
    pro forma basis...............      10           1           11
  Additional paid-in capital...... 213,461      41,178      254,639
  Retained earnings...............  31,270       3,500       34,770
                                  --------    --------     --------
                                   244,741      44,679      289,420
                                  --------    --------     --------
                                  $368,592    $125,503     $494,095
                                  ========    ========     ========
                       See accompanying notes
  
  
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                FOR THE YEAR ENDED DECEMBER 31, 1997
                               (Unaudited)
                                            Pro Forma
                                Historical Adjustments(6-9)ProForma
                                ---------- --------------  --------
                               (In thousands, except per share data)
  Revenues
  Income from office properties...$45,799    $35,994 (a)    $81,793
  Income from other real estate
    properties....................    722          -            722
  Interest on mortgage loans......     63          -             63
  Management company income.......    539          -            539
  Interest on investments.........    373       (373)             -
  Dividend income.................    388          -            388
  Deferred gains and other income.    203          -            203
                                  -------    -------        -------
                                   48,087     35,621         83,708
                                  -------    -------        -------
  Expenses
  Office properties
    Operating expense............. 19,697     15,674 (a)     35,371
    Interest expense:
      Contractual.................  5,486      2,849 (b)      8,335
      Amortization of loan cost...     95          -             95
    Depreciation and amortization.  6,033      5,647 (a)     11,680
    Minority interest.............     59          -             59
  Other real estate properties
    Operating expense.............    462          -            462
  Interest expense on bank notes:
    Contractual...................    810      3,860 (c)      4,670
    Amortization of loan costs....    187          -            187
  Management company expense......    362          -            362
  General and administrative......  3,312          -          3,312
                                  -------    -------        -------
                                   36,503     28,030         64,533
                                  -------    -------        -------
  Income before gains............. 11,584      7,591         19,175
                                  -------    -------        -------
  Gain on sales
  Gain on real estate held for
    sale and mortgage loans.......  2,907          -          2,907
                                  -------    -------        -------
  Net income......................$14,491    $ 7,591        $22,082
                                  =======    =======        =======
  Net income per share:
     Basic. ..................... $  2.05                   $ 1.99(6)
     Diluted..................... $  2.01                   $ 1.97(6)
  Weighted average shares outstanding:
     Basic.......................   7,078                   11,072(6)
     Diluted.....................   7,214                   11,208(6)
                        See accompanying notes.
  
  
  
  
                      PARKWAY PROPERTIES, INC.
  
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1.   On January 21, 1998, the Company purchased the Schlumberger
       Building (formerly known as Veritas Technology Center)
       (Schlumberger) in Houston, Texas for $12,200,000.  Schlumberger
       is a five-story office building comprising approximately 155,324
       net rentable square feet located in the Energy Corridor submarket
       of West Houston. The purchase was funded with advances under bank
       lines of credit.
  
  2.   On February 23, 1998, the Company completed the sale of
       451,128 shares of Common Stock to a unit investment trust under
       its existing shelf registration with net proceeds to the Company
       of $14,231,000.
  
  3.   On February 25, 1998, the Company purchased the 13-building
       Brookdale Portfolio for $163,014,000.  The portfolio consists of
       approximately 1,468,138 net rentable square feet.
  
  4.   On March 11, 1998, the Company completed the placement of
       855,900 shares of Common Stock to certain institutional investors
       with net proceeds to the Company of $26,948,000.
  
  5.   The Company entered into an agreement to sell the Dallas Portfolio
       for $53,250,000. The Company expects to close
       this transaction in early June 1998 and record a gain for
       financial purposes of approximately $3.5 million on the
       sale.  Although the purchaser has deposited $250,000 non-
       refundable earnest money, the transaction is subject to the
       purchaser's customary due diligence procedures and closing
       conditions, and therefore no assurance can be given that the
       sale will be completed as contemplated.
  
  6.   The pro forma adjustments to the historical Consolidated
       Statement of Income for the year ended December 31, 1997 set
       forth the effects of Parkway's purchases of the following
       buildings as if they had been consummated on January 1,
       1997.
  
            BUILDING                            DATE OF PURCHASE
       
            Brookdale Portfolio                     02/25/98
            Schlumberger Building                   01/21/98
            Greenbrier Towers                       11/25/97
            Raytheon Building                       11/17/97
            First Little Rock Plaza                 11/07/97
            Hightower Centre                        10/01/97
            Morgan Keegan Tower                     09/30/97
            First Tennessee Plaza                   09/18/97
            Fairway Plaza                           08/12/97
            NationsBank Tower                       07/31/97
            Lakewood II                             07/10/97
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
  
  
  (a)  The pro forma adjustments to the Consolidated Statement of
       Income are detailed below by property for the year ended
       December 31, 1997.
  
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense*
                         -----------   ------------   ------------
  Purchases:
     Charlotte Park      $    505,000    $   208,000    $    69,000
     Ashford II                54,000         37,000          4,000
     Courtyard at
       Arapaho                366,000        164,000         58,000
     Meridian                 354,000        123,000         59,000
     Vestavia                 240,000         91,000         26,000
     Sugar Grove              309,000        165,000         43,000
     Lakewood II              977,000        447,000        129,000
     NationsBank Tower      2,392,000      1,003,000        271,000
     Fairway Plaza            859,000        379,000         94,000
     First Tennessee
       Plaza                4,253,000      2,080,000        477,000
     Morgan Keegan
       Tower                3,327,000      1,665,000        618,000
     Hightower Centre         833,000        333,000        113,000
     Raytheon Building      2,417,000      1,072,000        315,000
     First Little Rock      1,298,000        517,000        191,000
     Greenbrier Towers      1,913,000        835,000        330,000
     Schlumberger           2,260,000        817,000        275,000
     Brookdale Portfolio   20,543,000      9,108,000      3,668,000
  Sale of Dallas Portfolio (6,906,000)    (3,370,000)    (1,093,000)
                          -----------     -----------    ----------
                          $35,994,000    $15,674,000    $ 5,647,000
                          ===========    ===========    ===========
  
       *Depreciation is provided by the straight-line method over
       the estimated useful lives of the buildings (40 years).
  
  
  
  
  
  
  
  
  
  
  
       (b)  Pro forma interest expense on real estate owned reflects the
            non-recourse debt placed on certain buildings acquired in 1996
            and 1997 and debt assumed upon purchase at the actual amounts and
            rates by property as if in place January 1, 1997 and is detailed
            below.
       
       
            Property/Placement              Year Ended
                Date/Rate          Debt       12/31/97
            ------------------ -----------   ----------
            Lakewood II*
              7/97 8.08%       $ 6,910,000    $ 294,000
       
            BB&T
              11/97 7.3%        15,000,000      958,000
       
            Raytheon Building*
              11/97 8.125%       7,958,000      566,000
       
            First Tennessee
              Plaza
              12/97 7.17%       15,000,000    1,031,000
                                             ----------
                                             $2,849,000
                                             ==========
       
            *Assumed in purchase.
       
       
       (c)  The pro forma effect of the building purchases, the
            placement of non-recourse debt, the sales of Common Stock
            and the proposed sale of the Dallas portfolio on interest
            expense on notes payable to banks was $3,860,000 for the
            year ended December 31, 1997.
       
   7.  The pro forma basic and diluted earnings per share for the
       year ended December 31, 1997 reflect the sale of 1,750,000
       shares of Common Stock on January 22, 1997, 262,500 shares
       of Common Stock on February 19, 1997, 3,000,000 shares of
       Common Stock on September 24, 1997, 450,000 shares of Common
       Stock on October 6, 1997, 451,128 shares of Common Stock on
       February 23, 1998 and 855,900 shares of Common Stock on
       March 11, 1998.
  
   8.  No income tax expenses were provided because of the
       Company's net operating loss carryover and status as a REIT.
  
   9.  On March 31, 1998, the Company purchased the SouthTrust Bank Building
       in St. Petersburg, Florida for $17,440,000.  The SouthTrust Bank Building
       is a seventeen-story, 195,627 net rentable square foot office building 
       overlooking Tampa Bay in downtown St. Petersburg.  The purchase was
       funded with advances under bank lines of credit.  None of the pro forma
       information contained in this 8-K gives effect to the purchase of the
       SouthTrust Bank Building or the indebtedness incurred in connection with
       such purchase.
  
  
  
  
                              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:  April 22, 1998              PARKWAY PROPERTIES, INC.
  
  
  
  
                                      BY: /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                     PURCHASE AND SALE AGREEMENT
  
                               between
  
  
                       PARKWAY PORTFOLIO I LLC
                                  
                                 and
  
                    TRIAD PROPERTIES CORPORATION
  
  
                           APRIL 17, 1998
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                          TABLE OF CONTENTS
  
  ARTICLE 1PURCHASE AND SALE
       1.1  Purchase and Sale   1
       1.2  Real Property Identified 1
       1.3  Personal Property Identified  2
       1.4 Definition  of  Parcel, Parcels, Building and  Buildings
            3
  
  ARTICLE 2 PURCHASE PRICE
       2.1  Escrow Deposit                                3
       2.2  Additional Escrow Deposit                     4
       2.3  Purchase Price                                4
       2.4  Payment of Purchase Price                     4
  
  ARTICLE 3 ESCROW; CLOSING
       3.1  Escrow Agent                                  4
       3.2  Closing Date                                  4
       3.3  Closing Costs                                 4
       3.4  Prorations                                    5
  
  ARTICLE 4 TITLE MATTERS
       4.1  Title Report/Commitment for Title Insurance   7
       4.2  Surveys                                       7
       4.3  Title Defects                                 8
       4.4  Title Insurance                               8
       4.5  "Aggregate" Title Policy                      8
  
  ARTICLE 5 INFORMATION SCHEDULES
       5.1  Information Schedules                         9
  
  ARTICLE 6 INSPECTION
       6.1  Inspection Period                            10 
       6.2  Right of Termination                         11
  
  ARTICLE 7 REPRESENTATIONS AND WARRANTIES
       7.1  Purchaser's Representations and Warranties   11
       7.2  Seller's Representations and Warranties      13
  
  ARTICLE 8 COVENANTS
       8.1  Covenants of Seller                          15
       8.2  Mutual Release                               17
  
  ARTICLE 9 CLOSING MATTERS
       9.1  Conditions to Purchaser's Obligations        17
       9.2  Conditions to Seller's Obligations           18
       9.3  Closing Deliveries                           18
       9.4  Purchaser's  Obligation  to  Timely  
            Deliver  Closing  Deliveries                 20
       9.5  Knowledge as a Defense                       20
       9.6  Limitations on Liability                     20
       9.7  Knowledge Standard                           20
       9.8  Closing Contingent on Courtyard at Arapaho 
            and Fairway Plaza Closings                   21
  
  ARTICLE 10DEFAULTS AND REMEDIES
       10.1  Damages Against Purchaser                   21
       10.2  Damages against Seller                      21
  
  ARTICLE 11RISK OF LOSS
       11.1  Risk of Loss                                22
       11.2  Minor Damage                                22
       11.3  Major Damage                                23
       11.4  Definition of Major Loss or Damage          23
  
  ARTICLE 12GENERAL PROVISIONS
       12.1  Brokerage Commission                        23
       12.2  Confidentiality                             23
       12.3  Entire Agreement                            24
       12.4  Further Assurances                          24
       12.5  Modification, Waiver                        24
       12.6  Severability                                24
       12.7  Successors                                  24
       12.8  Assignment                                  24
       12.9  Survival of Representations and Warranties  25
       12.10 Attorneys' Fees                             25
       12.11 Time                                        25
       12.12 No Other Inducement                         25
       12.13 Computation of Time Periods                 25
       12.14 Notices                                     25
       12.15 Headings                                    26
       12.16 Exhibits                                    26
       12.17 Counterparts                                27
       12.18 Governing Law                               27
       12.19 Effective Date                              27
  
  
  PURCHASE AND SALE AGREEMENT
  
  
       This Purchase and Sale Agreement ("Agreement") is made and
  entered into as of the Effective Date (as defined in Section ),
  by and between Parkway Portfolio I LLC, a Mississippi limited
  liability company ("Seller") and Triad Properties Corporation, an
  Alabama corporation, ("Purchaser");
  
       WHEREAS, Seller is the owner of certain parcels of land
  located in Addison, Texas and Dallas, Texas, which are legally
  described on Exhibits  and  attached hereto (the "Land"); and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land (collectively, the "Improvements") (the Land
  and Improvements are collectively referred to herein as the "Real
  Property"); and
  
       WHEREAS, Seller owns certain items of tangible and
  intangible personal property listed on Exhibit  attached hereto
  (collectively "Personal Property") (the Real Property and
  Personal Property are collectively referred to herein as the
  "Assets"); and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to Purchaser, and Purchaser desires to purchase and acquire from
  Seller, all of Seller's right, title and interest in and to the
  Land, Improvements and the Personal Property pursuant to the
  terms and conditions set forth herein (the "Transaction"); and
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants, agreements, representations and warranties
  contained in this Agreement, and intending to be legally bound,
  Purchaser and Seller agree as follows:
  
  I.
       ARTICLE
  
                          PURCHASE AND SALE
  
  0.1         Purchase and Sale.  Subject to the provisions of, and on the
  basis of the covenants, agreements, representations and
  warranties contained in this Agreement, Seller agrees to sell,
  transfer, assign and convey all of its right, title and interest
  in and to the Assets to Purchaser, and Purchaser agrees to
  purchase and acquire the Assets from Seller.
  
  0.2        Real Property Identified.  As used herein, the Real
  Property shall mean:
  (a)                   Description of Land.  The real estate
  legally described in Exhibits  and  attached hereto.
  
  (b)                   Description of Improvements.  The
  Improvements, all building materials, fixtures, heating,
  ventilation and air conditioning systems, canopies, sidewalks,
  walkways, planters and landscape materials, and all other real
  property improvements owned by Seller and located in, on or under
  the Land or related to, used or available for use in the
  ownership, conduct, operation or maintenance of the Real
  Property.
  
  (c)                   Rights and Appurtenances.  All and
  singular, the rights and appurtenances pertaining to the Land,
  including, but not limited to, any right, title and interest of
  Seller in and to adjacent streets, roads, alleys, easements and
  rights-of-way.
  
  0.3     Personal Property Identified.
  
  (a)                   Description of Tangible Personal Property.
  The tangible Personal Property consists of all tangible personal
  property located on or attached to the Real Property and owned by
  Seller and used or available for use by Seller in the ownership,
  operation and/or management of the Real Property and in the
  repair, operation and maintenance of the Assets, including,
  without limitation, all of Seller's right, title and interest in
  all equipment, tools, machinery, furniture, furnishings, office
  and other supplies, inventories, spare parts and other tangible
  personal property located on or attached to the Real Property.
  The tangible Personal Property specifically includes all tangible
  personal property located in any management office at the real
  property owned or leased by Seller.  The material tangible
  Personal Property is generally described on Exhibit  attached
  hereto.
  
  (b)                   Description of Intangible Personal
  Property.  The intangible Personal Property consists of all
  material intangible personal property owned by Seller and used by
  Seller in connection with the operation and/or management of the
  Real Property and in the repair, operation and maintenance of the
  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 use and ownership of
  the Assets or the operation thereof; (iii) all assignable
  contracts, agreements and contract rights; (iv) rights, if any,
  to use any trade names associated with the Assets on a non-
  exclusive basis (Seller makes no representation or warranty with
  respect to its right to use such names and has not registered or
  filed an assumed name certificate for the same in any manner);
  and (v) all leases, tenancies and rental agreements or
  arrangements (collectively, the "Leases") with tenants, and
  security, damage and other deposits and payments which are set
  forth on Exhibit  with respect to the Leases and not applied by
  Seller in accordance with the terms of the Leases prior to the
  Closing Date (collectively, the  "Deposits").
  
  0.4 Definition of Parcel, Parcels, Building and Buildings.
  
  (a)                   Building(s).  The terms "Building" and
  "Buildings" as used herein shall mean and refer to either one of
  or both of the Belvedere Building and/or the Atrium at Bent Tree
  Building as the context may require.
  
  (b)                   Belvedere Building.  The term "Belvedere
  Building" shall mean and refer to the Building located on the
  Land in Addison, Texas and more particularly described on Exhibit.
  
  (c)                   Atrium at Bent Tree Building.  The term
  "Atrium at Bent Tree Building" shall mean and refer to the
  Building located on the Land in Dallas, Texas and more
  particularly described on Exhibit .
  
  (d)                   Parcel(s).  The term "Parcel" and "Parcels"
  as used herein shall mean and refer to either one of or both of
  the Belvedere Parcel and/or The Atrium at Bent Tree Parcel as the
  context may require.
  
  (e)                   Belvedere Parcel.  The term "Belvedere
  Parcel" shall mean and refer to the Land legally described on
  Exhibit  and the Improvements located thereon.
  
  (f)                   Atrium at Bent Tree Parcel.  The term
  "Atrium at Bent Tree Parcel" shall mean and refer to the Land
  legally described on Exhibit  and the Improvements located
  thereon.
  
                       1              ARTICLE
  
                           PURCHASE PRICE
  1.1   Escrow Deposit.  Purchaser shall within two (2) business days 
  following the Effective Date deliver to Chicago Title Insurance Company,
  National Accounts Division, Attention: Ellen Schwab, Telephone:
  ________, Facsimile:_______, Attention: __________ or such other
  national title company as selected by Seller and approved by
  Purchaser ("Title Company") the sum of $150,000.00 ("Initial
  Escrow Deposit") in lawful funds of the United States of America.
  Except as contemplated by Sections  and , the Initial Escrow
  Deposit and all interest thereon shall be non-refundable to
  Purchaser but shall be credited toward the Purchase Price upon
  Closing (defined below). Title Company is hereby instructed to
  invest the Initial Escrow Deposit in an interest bearing account
  in the name of Purchaser.  Purchaser's taxpayer identification
  number is __________.  Purchaser and Seller hereby acknowledge
  and agree that, at Closing all accrued interest on the Initial
  Escrow Deposit shall be credited to Purchaser, provided, however,
  in the event that this Transaction does not close under
  circumstances where Seller is entitled to the Escrow Deposit,
  then all accrued interest thereon shall be delivered to Seller.
  
  1.2 Additional Escrow Deposit.  Within one (1) business day
  following the expiration of the Inspection Period (defined
  below), if Purchaser has not elected to terminate this Agreement
  in accordance with Article  below, Purchaser shall deposit an
  additional $150,000.00 (the "Additional Escrow Deposit") which
  shall, together with the Initial Escrow Deposit constitute the
  "Escrow Deposit".  In the event Purchaser fails to deliver the
  Additional Escrow Deposit pursuant to the terms hereof, then the
  Initial Escrow Deposit shall be delivered to Seller and neither
  party shall have any further obligation to the other. Upon
  delivery of the Additional Escrow Deposit, the entire Escrow
  Deposit shall be non-refundable to Seller except as contemplated
  by Sections  and .
  
  1.3  Purchase Price.  Seller agrees to sell, and Purchaser agrees to 
  purchase, the Assets for a total purchase price equal to Twenty Seven
  Million Five Hundred Fifty Thousand and 00/100 Dollars
  ($27,550,000) ("Purchase Price"), plus or minus prorations and
  other adjustments provided by this Agreement, upon and in
  accordance with the terms and conditions of this Agreement.  The
  Purchase Price shall be allocated among the Parcels pursuant to
  Exhibit .
  
  1.4  Payment of Purchase Price.  The Purchase Price
  (of which the Escrow Deposit may be a part), plus or minus
  prorations, shall be paid in immediately available funds through
  escrow to Seller on the Closing Date (defined below).
  
                       2       ARTICLE
  
                           ESCROW; CLOSING
  2.1  Escrow Agent. 
  Title Company is authorized and instructed to act as escrow agent
  pursuant to the terms of this Agreement.  By execution of the
  acknowledgment attached hereto, Title Company acknowledges
  receipt of the Initial Escrow Deposit.  Title Company shall
  promptly notify both Purchaser and Seller upon receipt of the
  Additional Escrow Deposit.  Purchaser and Seller shall execute
  any additional escrow instructions reasonably required by Title
  Company to complete the Transaction provided that such
  instructions are not inconsistent with the terms of this
  Agreement.
  
  2.2  Closing Date.
  Closing shall be on the fifteenth (15th)  day after the
  expiration of the Inspection Period (hereafter referred to as
  "Closing Date" or "Closing"), unless a different date is
  determined by the mutual agreement of Seller and Purchaser.  If
  Seller elects to extend the closing under that certain Purchase
  and Sale Agreement of even date herewith between Purchaser and
  Parkway Properties LP (the "Courtyard Agreement"), Purchaser may
  at its option proceed to close the transaction contemplated
  hereby.
  
  2.3  Closing Costs.
  
  (a)                   Seller's Payments.  Seller shall pay the
  cost and expenses, if any, of (i) the title search and title
  insurance commitment; (ii) fees for recording the deed conveying
  the Real Property, including any stamp, documentary or transfer
  taxes; (iii) the surveys; (iv) the premium for a single Owner's
  standard form title policy in the aggregate amount of $53,250,000
  which shall cover the Real Property and the "Real Property" under
  the Courtyard Agreement (but not for any modifications,
  endorsements or deletions with respect thereto, including without
  limitation, survey endorsements) not to exceed $155,913.50; and
  (v) one-half of any escrow fees charged by Title Company.
  
  (b)                   Purchaser's Payments.  Purchaser shall pay
  and the cost and expenses of: (i) any endorsements, modifications
  or deletions to the title insurance policies (including, without
  limitation, deletion of the survey exception); and (ii) one-half
  of any escrow fees charged by title company.
  
  (c)                   Other Costs.  Each party will pay all its
  own expenses incurred in connection with this Agreement and the
  transactions contemplated hereby, including, without limitation
  (i) all costs and expenses stated herein to be borne by a party,
  and (ii) all of their respective consulting, accounting, legal
  and appraisal fees.
  
  2.4   Prorations.  Thefollowing prorations shall be made effective 
  as of the Closing Date and, to the extent possible, shall be made
  tentatively at Closing:
  
  (a)                   Proration Date.  All prorations shall be
  made as of 12:01 a.m., according to the time zone in which the
  Assets are located, on the Closing Date, and, subject to the
  provisions of Section , as if Purchaser were vested with title to
  the Assets during the entire Closing Date.
  
  (b)                   Rents.  All rents under the Leases for the
  month in which Closing occurs which are actually received by
  Seller shall be prorated as of the Closing Date.  All advance
  payments of rents, other than for the month in which Closing
  occurs, and all Deposits shall be paid by Seller to the Purchaser
  at Closing.  Delinquent rents and additional rents owed for the
  month during which Closing occurs (for the pro rata period of
  Seller's ownership of such Property) or prior to the month during
  which the Closing takes place shall remain the property of
  Seller, and Purchaser, without cost to Purchaser, shall use
  reasonable efforts (not to include commencing any eviction action
  or other litigation to collect such delinquency) to collect such
  delinquent rents and additional rents for the benefit of Seller
  after Closing and shall cooperate with Seller in the collection
  of any such delinquent rents and additional rents, but shall not
  be obligated to collect any such delinquency.  Seller shall
  retain the right to pursue all remedies (excluding eviction of
  tenants) against tenants from whom Purchaser is unable to collect
  such delinquent rents and additional rents despite diligent
  efforts.  After the Closing, Seller will cause to be paid or
  turned over to Purchaser all rents, if any, received by Seller
  after Closing and attributable to any period following the
  Closing.  All rent received by Purchaser after the Closing Date
  shall be applied first to current rentals and then to delinquent
  rentals in the inverse order of maturity.  Purchaser shall cause
  to be paid or turned over to Seller all rents received by
  Purchaser after Closing and attributable to any period prior to
  Closing, subject to the provisions of the immediately preceding
  sentence.
  
  (c)                   Deposits.  After the Closing, Purchaser
  will assume full responsibility for all  Deposits which are
  itemized by Seller and credited to Purchaser at the Closing.
  
  (d)                   Taxes.  Ad Valorem and personal property
  taxes and assessments against the Assets for the year of Closing,
  including, without limitation, assessments associated with
  declaration of covenants and association dues, if any, 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.  Provided, however, Seller shall
  not be required to make payments to Purchaser for any tax
  proration to the extent such payment is payable by or chargeable
  to tenants.  Subject to any applicable proration, all such taxes
  and assessments which are due and payable on or before the
  Closing Date shall be paid in full by Seller prior to Closing.
  
  (e)                   Utilities.  Charges for utilities serving
  the Assets shall be determined as of the day preceding the
  Closing Date.  Final readings and final billings for utilities
  will be made if possible as of the day preceding Closing, in
  which event no proration will be made at Closing with respect to
  utility bills.  If final readings and final billings for
  utilities are not possible, the parties shall prorate the utility
  bills based on the most recent prior months' utility bills, and
  upon receipt of the actual utility bills which include the
  Closing Date and to the extent that the amounts so apportioned at
  Closing differ, Seller and Purchaser shall make all necessary
  adjustments by appropriate payments between themselves following
  Closing. All utility deposits of Seller shall belong to Seller.
  
  (f)                   Contract Charges.  Charges with respect to
  service 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.  To the extent
  not reflected in the closing statements evidencing the
  Transaction, Purchaser and Seller agree to adjust between
  themselves outside of Closing any amounts which are the
  responsibility of the other party pursuant to this subsection.
  
  (g)                   Miscellaneous Operating Income and Expense.
  Except as otherwise provided herein, all other income or
  operating expenses relating to the Assets will be prorated at the
  Closing, effective as of the date of Closing.
  
  (h)                   Leasing Costs.  Seller shall be responsible
  for paying all costs, including, without limitation, tenant
  improvements and leasing commissions associated with any new
  lease, or any expansion, modification or renewal of any existing
  Lease, executed by Seller or exercised by a tenant prior to the
  Effective Date.  If Purchaser acquires the Assets, Purchaser
  shall be responsible for paying all costs (including, without
  limitation, leasing commissions and tenant improvements costs)
  associated with all leases or lease expansions, modifications or
  renewals executed after the Effective Date to which Purchaser has
  consented or has been deemed to consent or associated with any
  lease expansion or renewal occurring after the Effective Date
  pursuant to the existing provisions of the applicable Lease.
  Seller shall receive a credit at Closing for any such costs
  previously paid by Seller which are obligations of Purchaser
  hereunder.  If, for any reason, Purchaser does not purchase the
  Assets, Purchaser shall not be responsible or liable to any
  entity with respect to any such costs or leasing commissions.
  
  (i)                   Tenant Additional Rents.  Seller and
  Purchaser acknowledge that certain tenants of the Buildings may
  owe payments after the Closing, attributable to percentage
  rentals, expense escalation reimbursements, operating expense
  pass-throughs, and common area maintenance reimbursements.  The
  parties further agree to prorate any such payments, effective as
  of the date of the Closing, as they are received by Purchaser
  after the Closing.
       The agreements with respect to prorations in this Section
  shall survive Closing.  Final settlement of all prorated items,
  except real estate taxes if final determination thereof is not
  possible, delinquent rentals if collected, and tenant additional
  rents, shall occur on or before 60 days after the Closing Date,
  or on the next business day if the 60th 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.
  
                             3  ARTICLE
  
                           TITLE MATTERS
  3.1                   Title Report/Commitment for Title Insurance
  Title Report/Commitment for Title Insurance  Title
  Report/Commitment for Title Insurance.  Seller hereby instructs
  Title Company to prepare and deliver to Purchaser, Seller and the
  surveyors described below, at Seller's expense, as soon as
  possible after the Effective Date an "aggregate" title commitment
  issued by Title Company together with legible copies of all
  referenced exceptions (the "Title Commitment") covering the
  Parcels and the "Parcels" as defined in the Courtyard Agreement
  (the "Courtyard Parcels"), showing all matters affecting title to
  the Parcels and binding Title Company to issue to Purchaser at
  Closing an owner's policy of title insurance on a standard non-
  residential Texas form of policy in the full amount of the
  Purchase Price and the "Purchase Price" under the Courtyard
  Agreement pursuant to Section  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.
  
  3.2                   Surveys  Surveys  Surveys.  Seller shall,
  within two (2) business days of the Effective Date, order surveys
  or updates to surveys to be delivered to Seller, Purchaser and
  Title Company.  Such surveys shall be land title surveys of the
  Land and of the Improvements situated thereon dated no earlier
  than January 1, 1998, situated thereon (the "Surveys"), each
  prepared by a surveyor licensed by the State in which the Assets
  are located and certified to Purchaser, Seller and Title Company
  and such other parties as Purchaser may designate by such
  surveyors.  Seller shall use diligent efforts to cause the
  surveys to be delivered no later than ten (10) business days
  after the Effective Date.
  
  3.3                   Title Defects  Title Defects  Title
  Defects.  Within seven (7) days after receipt of the later of the
  Title Commitment and the Survey, Purchaser shall notify Seller in
  writing ("Purchaser's Notice") of any title matters to which
  Purchaser objects (the "Title Defects").  Any matter disclosed in
  the Title Commitment or Survey and not objected to by Purchaser
  or subsequently waived by Purchaser shall be deemed a permitted
  exception  ("Permitted Exception").  Seller shall notify
  Purchaser of Seller's decision not to cure any Title Defect
  within five (5) days after receipt of Purchaser's Notice;
  provided, however, Seller shall remove all monetary liens, if
  any.  Seller's failure to respond shall be deemed a decision by
  Seller not to cure any Title Defect.   Within five (5) days of
  Seller's election not to cure certain Title Defects, Purchaser
  may elect to waive such Title Defects or terminate this Agreement
  in which event Seller shall be entitled to the Escrow Deposit and
  all interest accrued thereon.  Purchaser's failure to respond
  shall be deemed a decision by Purchaser to waive the Title
  Defects to which Seller decides not to cure.  If the Title
  Defects, that Seller elected to cure, are not cured by Seller or
  waived by Purchaser on or before the Closing Date then Purchaser
  may (i) elect to waive the uncured Title Defects, or (ii)
  terminate this Agreement in which event Purchaser shall be
  entitled to receive the Escrow Deposit and all interest accrued
  thereon.  Without regard to the foregoing, in the event of an act
  or omission of Seller which has a material adverse effect on
  title to the Parcels after the effective date of the Title
  Commitment, Purchaser may terminate this Agreement and receive
  the Escrow Deposit and all interest accrued thereon.
  
  3.4                   Title Insurance  Title Insurance  Title
  Insurance.  At Closing, Seller and Purchaser shall instruct Title
  Company to issue a final update to the Title Commitment in which
  the "GAP" exception has been deleted, binding Title Company to
  issue to Purchaser an "aggregate" owner's policy of title
  insurance (the "Title Policy") covering the Parcels in the full
  amount of the Purchase Price and the "Purchase Price" under the
  Courtyard Agreement.  The Title Policy shall be Texas standard
  form owner's policy of title insurance subject only to: (a)
  current non-delinquent real estate taxes and assessments; (b)
  Permitted Exceptions; (c) title exceptions caused by acts or
  omissions of Purchaser; and (d) with Schedule B, Item 1 marked
  "none of record" or reflecting only those restrictive covenants
  which are Permitted Exceptions, Schedule B, Item 5 limited to the
  year in which Closing occurs and subsequent years, Schedule B,
  Item 6 deleted, and with none of the matters on Exhibit "C"
  listed as exceptions, and with Schedule B, Item 2 amended to read
  "shortages in area only" upon Purchaser's payment of a 15%
  additional premium.
  
  3.5                    "Aggregate" Title Policy   Aggregate Title
  Policy   Aggregate Title Policy.  Purchaser acknowledges that
  certain cost savings will result from the issuance by the Title
  Company of one (1) multi-property title insurance policy covering
  both the Real Property to transferred pursuant to this Agreement
  and certain real property to be purchased from Seller (or related
  entities) pursuant to the Courtyard Agreement.  Accordingly, if
  Seller extends the Closing under the Courtyard Agreement and
  Purchaser elects to proceed to Close this transaction, Purchaser
  hereby agrees that Purchaser and Seller will at Closing instruct
  the Title Company that, notwithstanding Closing of this
  transaction, the Title Company shall have no obligation to
  deliver the Title Policy prior to the day that is the business
  day after Closing of both agreements and which precedes the
  expiration date of the Title Commitment (the "Expiration Date").
  Should the acquisition of the Parcels fail to close on or before
  the Expiration Date, Purchaser and Seller shall in good faith
  request a one time re-issuance of the Title Commitment extending
  the expiration of the Title Commitment for an additional sixty
  (60) day period (the "Extended Expiration Date").  In the event
  such request is rejected by the Title Company, Seller and
  Purchaser shall instruct the Title Company to deliver the Title
  Policy to Purchaser no later than the Expiration Date.  If the
  request for the re-issuance of the Title Commitment is granted,
  then the Title Company shall be instructed to deliver the Title
  Policy to Purchaser on that day that is the earlier to occur of
  (i) the closing of the acquisition under the Courtyard Agreement
  or (ii) the Extended Expiration Date.
  
                       4              ARTICLE
  
                        INFORMATION SCHEDULES
  
  4.1                   Information Schedules  Information
  Schedules  Information Schedules.  Seller has delivered or will
  deliver within two (2) business days after the Effective Date, or
  make available for inspection by Purchaser, without
  representation or warranty of any type other than as expressly
  provided in Section  hereof, copies of all schedules and
  documents referred to in this Agreement ("Information
  Schedules"), including the following schedules and other
  information described below:
  
  (a)                  Leases.  True and complete copies, of all
  Leases listed on the rent roll and all amendments and
  modifications to all Leases.  Seller will make the tenant files
  relating to the Leases available for inspection by Purchaser at
  either the Buildings or its local property manager's office, to
  the extent such are in Seller's or its agent's possession.
  
  (b)                   Contracts.  Copies of all written service,
  maintenance, management and other agreements, equipment leases,
  contracts and arrangements relating or pertaining to the Assets
  (collectively "Contracts") which are identified on the Contracts
  Schedule which is attached hereto as Exhibit .
  
  (c)                   Permits.  Copies of all current business or
  other licenses, permits, certificates of occupancy,
  authorizations and other evidences of consent relating to or
  affecting the Assets (collectively "Permits") of or from any
  governmental authority, which are in Seller or its agents'
  possession.
  
  (d)                   Property Taxes/Utility Bills.  Copies of
  the tax statements and bills (both real estate and personal
  property taxes) and all utility statements and bills with respect
  to the Assets for all prior years which are in Seller's
  possession.
  
  (e)                   Warranties.  Copies of all material third
  party warranties and guaranties, including any warranties
  relating to equipment, structures, roof, landscaping, parking lot
  or parking lot surfaces, if any, which are in effect with respect
  to or which benefit any portion of the Assets.
  
  (f)                   Operating Statements.  As soon as
  available, copies of all operating statements for the Assets for
  the  period beginning upon Seller's acquisition of the applicable
  Parcel through March 31, 1998 and all prior operating statements
  of the previous owners of the Parcels which are in Seller's
  possession.
  
  (g)                   Plans.  Copies of all construction plans,
  specifications, diagrams and schematics of the Real Property and
  Improvements in Seller's possession or control will be made
  available to Purchaser at the location of the Assets.
  
  (h)                  Third Party Reports.  Copies of any
  environmental, structural or mechanical reports, or any
  appraisals in Seller's possession.
  
  (i)                  Zoning Letters.  Copies of any letters
  obtained by Seller upon its acquisition of the Parcels from
  governmental authorities regarding local zoning requirements.
  
       Notwithstanding the fact that Seller is furnishing all such
  information, Purchaser acknowledges and agrees that Seller makes
  no representation or warranty, express or implied, as to the
  accuracy or completeness of any of such information, reports,
  plans, statements or appraisals and is providing them to
  Purchaser solely as an accommodation to Purchaser.  Provided,
  however, this disclaimer of representation and warranties shall
  not alter or otherwise diminish in any manner the express
  representations and warranties of Seller set forth under Section
   .
  
                            5    ARTICLE
  
                             INSPECTION
  
  5.1  Inspection Period.
  During the period beginning upon the
  Effective Date and ending at 5:00 p.m., central time, May 18,
  1998 (such period of time hereinafter referred to as the
  "Inspection Period"), Purchaser and/or its attorneys, consultants
  or employees ("Authorized Representatives") shall have the right
  to: (i) make a physical inspection of the Assets subject to the
  rights of tenants, (ii) examine the financial and operating books
  and records relating to the Assets maintained by or for the
  benefit of Seller, (iii) interview tenants of the Improvements,
  and (iv) conduct such non-destructive physical engineering,
  feasibility and other studies and tests on or of the Assets as
  Purchaser considers to be appropriate.  Subject to Seller's prior
  written approval of the scope and nature of any Phase 2
  environmental site assessment, which shall not be unreasonably
  withheld, Purchaser may conduct a Phase 2 environmental site
  assessment of the Assets if recommended by Purchaser's
  environmental consultant.  Purchaser and/or Purchaser's
  Authorized Representatives may also copy any documents referred
  to or described in the Information Schedules but not required to
  be provided to Purchaser as part of any such schedule.
  Notwithstanding the foregoing, Purchaser hereby agrees to use
  commercially reasonably efforts not to unreasonably interfere
  with Seller's operations at the Improvements or interfere with
  any tenant's operations at the Improvements, and the scheduling
  of any inspections, interviews, and/or testing shall take into
  account the timing and availability of access to tenant's
  premises, subject to and in accordance with tenants' rights under
  the Leases or as tenants may otherwise agree.  Purchaser shall at
  all times conduct such due diligence in  compliance with
  applicable laws and the terms of any leases of the Improvements,
  and in a manner so as to not cause undue damage, loss, cost or
  expense to Seller, the Improvements or the tenants of the
  Improvements, and Purchaser shall promptly restore the
  Improvements to their condition immediately preceding such
  inspections and examinations and shall keep the Improvements free
  and clear of any mechanic's liens or materialmen's liens in
  connection with such inspections and investigations.  Seller
  shall have the right, at its option, to cause a representative of
  Seller to be present at all such inspections, reviews and
  examinations.  Purchaser shall keep all information or data
  received or discovered in connection with such due diligence (the
  "Confidential Information") strictly confidential; provided,
  however, Purchaser may disclose such Confidential Information if
  required by law and to Authorized Representatives. Purchaser
  shall indemnify, protect, defend and hold Seller harmless from
  and against any obligation, liability, claim (including any claim
  for damage to property or injury to or death of any persons),
  lien or encumbrance, loss, damage, cost or expense, including
  attorney's fees, in any way caused by the inspections or
  examinations of the Assets by Purchaser or its authorized
  representatives.  The foregoing indemnification shall survive the
  Closing or the termination of this Agreement for any reason.
  
  5.2                   Right of Termination  Right of Termination
  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 and Title Company on or
  before the expiration of the Inspection Period and Title Company
  shall immediately deliver to Seller the Initial Escrow Deposit
  and any interest thereon.  In the event the Transaction does not
  close for any reason, Purchaser shall deliver to Seller all
  materials, studies or documents received from third parties or
  from Seller relating to the Assets and copies of tests and
  studies received by Seller from third parties relating to the
  physical condition of the Assets, without representation or
  warranty of any type.
  
                       6        ARTICLE
  
                   REPRESENTATIONS AND WARRANTIES
  
  6.1  Purchaser's presentations and Warranties.  Purchaser makes the 
  following representations and warranties, as of the date of execution of
  this Agreement, which shall survive Closing and conveyance of the
  Assets to Purchaser:
  
  (a)                   Authority.  Purchaser is a corporation,
  duly formed, organized, existing and in good standing under the
  laws of the State of Alabama; 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 person executing this
  Agreement and the other documents required hereunder is the duly
  designated officer of Purchaser and is authorized to do so.
  
  (b)                   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.
  
  (c)                   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.
  
  (d)                  "AS IS, WHERE IS".  PURCHASER HEREBY
  EXPRESSLY ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL
  INSPECT AND EXAMINE THE ASSETS TO THE EXTENT DEEMED NECESSARY BY
  PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE
  OF THE ASSETS.  PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE
  PURCHASER OF REAL ESTATE AND OFFICE DEVELOPMENTS AND THAT, EXCEPT
  AS SET FORTH IN SECTION  OR THE DOCUMENTS DELIVERED PURSUANT TO
  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 ASSETS,
  INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
  CONDITIONS THEREOF, AND IS RELYING OR WILL RELY UPON SAME, AND
  SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT
  LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS.
  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
  ACQUIRING THE ASSETS ON AN "AS IS, WHERE IS, WITH ALL FAULTS"
  BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS
  OR IMPLIED, OF ANY KIND OR NATURE OTHER THAN THOSE SET FORTH
  HEREIN AND IN THE DOCUMENTS OF TRANSFER RELATING TO THIS
  TRANSACTION.  THE PROVISIONS OF THIS SECTION SHALL BE CONTAINED
  IN THE DEED TO BE DELIVERED TO PURCHASER AT CLOSING AND SHALL
  SURVIVE CLOSING AND THE FUTURE TRANSFER OF ANY OR ALL OF THE
  ASSETS BY PURCHASER.
  
       Initialed by:
  
  
       Seller              Purchaser
  
  6.2  Seller's Representations and Warranties.
  Seller makes the following representations and
  warranties, as of the date of execution of this Agreement, which
  shall survive Closing (to the extent set forth in Section ) and
  conveyance of the Assets to Purchaser:
  
  (a)                   Authority. Seller is a limited liability
  company, duly formed, organized, existing and in good standing
  under the laws of the State of Mississippi.  Seller is currently
  registered as a limited liability company with the Texas
  Secretary of State.  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.  The persons executing this Agreement and
  the other documents required hereunder are the duly designated
  representatives of Seller and are authorized to do so.
  
  (b)                  Litigation.  There are no actions, suits or
  proceedings pending or, to Seller's actual knowledge, threatened
  against, by or affecting Seller which affect title to the Assets
  or which question the validity or enforceability of this
  Agreement or of any action taken by Seller under this Agreement,
  in any court or before any governmental authority, domestic or
  foreign.
  
  (c)                   Indefeasible Title.  At the Effective Date
  and as of Closing, Seller will own the Personal Property free and
  clear of all liens, claims, encumbrances, and rights of others,
  except for the Permitted Exceptions and the leased or financed
  equipment disclosed pursuant to the Information Schedules, 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.
  
  (d)                   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.
  
  (e)                   Condemnation.  Seller has received no
  written notice of any condemnation proceedings relating to the
  Property.
  
  (f)                  Governmental Notice.  To Seller's actual
  knowledge, Seller has received no written notice from any
  governmental entity and has no actual knowledge of any violations
  or potential violation of any zoning, building, health,
  environmental or other laws, codes or ordinances, regulations,
  orders or requirements of any city, county, state or other
  governmental authority having jurisdiction thereof.
  
  (g)                   Rent Roll.  To Seller's actual knowledge,
  the Rent Roll, Delinquency Reports (if attached), Security
  Deposit Schedule and Commissions Schedule are each attached
  hereto as part of Exhibit  and are accurate in all material
  respects.
  
  (h)                  Leases.  To Seller's actual knowledge, the
  Leases scheduled and identified on the Rent Roll attached hereto
  are the only leases or other agreements for use, occupancy or
  possession presently in force with respect to all or any portion
  of the Assets.
  
  (i)                  Estoppel Representation.  To Seller's actual
  knowledge, the Leases scheduled and identified on the Rent Roll
  are all presently in full force and effect, have not been
  modified, supplemented or amended except as set forth on the Rent
  Roll, and are the entire agreement between Seller and the
  "lessees" or "tenants" thereunder; Seller has fully and
  completely performed all of the duties and obligations of the
  "lessor" or "landlord" under the Leases arising on or before the
  date hereof, there are no obligations of the "lessor" or
  "landlord" under any of the Leases to make or to pay for any
  improvements, alterations or additions to the premises covered
  thereby except as indicated in the Leases; there are no defaults
  by the "lessees" or "tenants" under any of the Leases; there are
  no rentals which have been paid under any of the Leases more than
  one (1) month in advance except as indicated on the Rent Roll;
  except as indicated in the Leases there are no rent concessions
  or offsets with respect to any of the Leases; except as indicated
  in the Leases there are no options in favor of the "lessees" or
  "tenants" under any of the Leases to purchase all or any portion
  of the Property, except as indicated in the Leases, there are no
  options in favor of the "lessees" or "tenants" to renew or extend
  the term of any of the Leases.  This representation shall
  terminate and be of no further force or effect as to each Lease
  upon the delivery to Purchaser of a Tenant's Estoppel Certificate
  in the form attached hereto without any material modification
  thereto so long as such estoppel certificate is consistent with
  the substance of this representation and the terms of such
  Tenant's Lease.
  
  (j)                   Contract Schedule.  To Seller's actual
  knowledge, the Contract Schedule sets forth all Contracts
  pertaining to the Assets.  Seller shall cause any property
  management agreements applicable to the Parcels to be terminated
  as of the Closing.
  
  (k)                  Environmental Matters.  For the purpose of
  this Agreement, the term "Hazardous Materials" shall mean (i)
  each and every substance included within the term "hazardous
  substance" or "hazardous waste" as defined in any one or more of
  the Comprehensive Environmental Response, Compensation, and
  Liability Act of 1980, 42 U.S.C.A. Section 9601 et seq. (as
  heretofore amended), the Hazardous Materials Transportation Act
  of 1975, 49 U.S.C.A. Section 1801 et seq. (as heretofore
  amended), the Resource Conservation and Recovery Act of 1976, 42
  U.S.C.A. Section 6901 et seq. (as heretofore amended) and any
  other federal, state or local environmental laws or regulations
  now or hereafter enacted; (ii) all substances to which the rules
  and regulations promulgated by any Federal or state agency
  pursuant to any one or more of said statutes applies; and (iii)
  any and all petroleum products and petroleum derivatives.  Seller
  represents unto Purchaser that the following  matters are true as
  of the date of execution of this Agreement by Seller, and shall
  survive Closing and not merge into any documents delivered at
  Closing:
  
  (i)                   Seller has no actual knowledge of any (i)
  currently existing violations of federal, state, county or
  municipal environmental laws in respect to the Parcels, 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;
  
  (ii)                  Seller has no actual knowledge of any
  underground storage tanks ("USTs") located on or below the Land;
  
                             7  ARTICLE
  
                              COVENANTS
  7.1                   Covenants of Seller  Covenants of Seller
  Covenants of Seller.  Seller covenants and agrees with Purchaser
  as follows:
  
  (a)                   Access.  Subject to the terms and
  conditions of Section , during normal business hours prior to
  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.  Prior to Closing, Seller will
  furnish Purchaser with such additional financial and operating
  data and other information reasonably available to Seller as may
  be reasonably necessary for Purchaser to thoroughly evaluate the
  Assets, including, without limitation, updated rent rolls,
  commissions schedule, operating statements and contract
  information.
  
  (b)                  Operation of Assets Prior to Closing.  Prior
  to Closing, Seller shall:  (i) not cancel or permit cancellation
  of any hazard or liability insurance carried with respect to the
  Assets; (ii) operate the Assets on a basis consistent with
  historical operations including, without limitation, undertaking
  all reasonably  required ordinary maintenance and repair of the
  Improvements (but not including any capital or extraordinary
  expenditures) or (iii) undertake any required tenant improvements
  relating to new or renewal leases in compliance with the Leases
  and subject to reimbursement by Purchaser at Closing in
  accordance with the terms hereof.  Prior to Closing, Seller will
  not, without the prior written consent of Purchaser, amend,
  renew, extend modify or terminate any Contract.  Provided, in the
  event Seller provides Purchaser with any proposed Contract, and
  Purchaser does not object to the terms thereof within five (5)
  business days, Purchaser shall be deemed to have approved such
  Contract and agreed to assume Seller's obligations thereunder at
  Closing.  With respect to Contracts in effect on the Effective
  Date, Seller shall, to the extent cancellable, cancel any
  Contracts upon Purchaser's written request prior to Closing.  In
  addition, Seller shall terminate any Contracts which may not be
  assumed pursuant to the terms thereof.  Contracts terminated
  pursuant to this section shall be referred to herein as the
  "Terminated Contracts".
  
  (c)                   Payments.  Subject to Section ,  Seller
  will cause to be paid when due or shall be responsible for all
  trade accounts and costs and expenses of operation and ordinary
  maintenance of the Assets incurred to the Closing Date.
  
  (d)                   Cooperation.  Seller will reasonably assist
  and cooperate with any environmental evaluation, study or audit
  of the Assets prepared by, for or at the request of Purchaser.
  
  (e)                   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.
  
  (f)                   Estoppel Certificates. Seller shall use
  reasonable efforts to deliver estoppel certificates in material
  conformance with the form attached hereto as Exhibit -1 from all
  Tenants and shall provide a Seller estoppel certificate in the
  form attached hereto as Exhibit -2 for each tenant not providing
  an estoppel certificate.  Upon receipt of an estoppel certificate
  from a tenant, any previously delivered Seller estoppel
  certificate relating to such tenant shall be of no further force
  or effect if materially consistent with such tenant estoppel.
  Notwithstanding anything in this Agreement to the contrary, in
  the event Seller fails to deliver, prior to Closing, Tenant
  estoppel certificates regarding at least seventy-five percent
  (75%) of the tenants in each Building and every Tenant leasing
  5,000 square feet or more, which are consistent with the Rent
  Roll, the terms of such Tenant's Lease and do not indicate any
  material default of any party to said Lease, Purchaser may
  terminate this Agreement.
  
  (g)                  State of Repair.  In the event Purchaser
  identifies any material defect in the Improvements within ten
  (10) business days following the Effective Date, Purchaser shall
  have the right to notify Seller of the same, and in such event,
  Seller shall notify Purchaser within five (5) business days
  following such notice that it either (a) elects to cure such
  defect, in which event Seller shall proceed to cure the same
  prior to the Closing Date, and it shall be a condition of
  Purchaser's obligations hereunder that such defect be cured to
  Purchaser's reasonable satisfaction; (b) elects to credit
  Purchaser at Closing with the cost of correcting such material
  defect, as reasonably estimated by Seller and Purchaser, or (iii)
  does not elect to cure such material defect or credit Purchaser
  at Closing with the cost of correcting the same.  In the event
  Seller notifies Purchaser that it elects to cure any such
  material defect and such defect has not been cured by the Closing
  Date, or if Seller notifies Purchaser that it does not elect to
  cure such defect or credit Purchaser with the cost therefor,
  Purchaser shall have the right to terminate this Agreement.  For
  purposes hereof, a "material" defect shall be any defects or need
  for repairs, restoration, treatment or completion during the
  current twelve (12) month period following Closing the cost of
  correcting such defect exceeds $1,000,000 in the aggregate.
  
  (h)                   Leasing.  Seller (and/or Seller's agents),
  in consultation with Purchaser, shall continue in good faith to
  advance all leasing activities for the Assets including, without
  limitation, new leases, extensions, expansions, renewals or other
  modifications of any Lease.  Notwithstanding any provision herein
  to the contrary, Seller shall not enter into any new lease, or
  any extension, expansion, renewal or modification of any Lease
  unless Purchaser approves the same in its reasonable discretion.
  Seller shall provide Purchaser with notice of any proposed
  modification, termination, extension or new Lease.  Purchaser
  shall have five (5) business days within which to object to such
  proposed Lease.  Any proposed Lease not objected to by Purchaser
  within such five (5) business day period shall be deemed approved
  by Purchaser and shall constitute Purchaser's agreement to pay
  any costs incurred  in connection with such Lease, including,
  without limitation, leasing commissions and tenant improvement
  costs if, and only if, Closing occurs.
  
  7.2  Mutual Release.  SUBJECT TO THE EXPRESS INDEMNIFICATION OBLIGATIONS OF
  EITHER PARTY CONTAINED HEREIN OR IN THE DOCUMENTS OF TRANSFER TO
  BE EXECUTED AT CLOSING, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY
  AND UPON THE ADVICE OF COUNSEL WAIVES AND RELEASES THE OTHER
  PARTY OF AND FROM ANY CLAIMS, ACTIONS, CAUSES OF ACTION,
  LIABILITIES, OBLIGATIONS, DAMAGES, COSTS, EXPENSES OR
  COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN,
  FORESEEN OR UNFORESEEN, THAT A PARTY NOW HAS OR THAT MAY ARISE IN
  THE FUTURE ON ACCOUNT OF OR IN ANY WAY ARISING OUT OF OR IN
  CONNECTION WITH THE ECONOMIC, PHYSICAL OR ENVIRONMENTAL CONDITION
  OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY
  PERTAINING TO OR ARISING OUT OF ANY ENVIRONMENTAL LAW
  (ESTABLISHED BY EITHER COURT DECISION OR STATUTE), ORDINANCE OR
  REGULATION.
  
                       8              ARTICLE
  
                                   CLOSING MATTERS
  
  8.1                   Conditions to Purchaser's Obligations
  Conditions to Purchaser's Obligations  Conditions to Purchaser's
  Obligations.  The obligations of Purchaser to consummate the
  Transactions contemplated by this Agreement are subject to the
  satisfaction of each of the following conditions as of the
  Closing Date, except to the extent any such condition is waived
  in whole or in part by Purchaser in writing at or prior to
  Closing:
  
  (a)                   Satisfaction.  The representations and
  warranties of Seller contained in this Agreement shall have been
  true on the date of this Agreement and on Closing.  Seller shall
  have performed all obligations and complied with all covenants
  required by this Agreement. All Title Defects, except Permitted
  Exceptions, shall have been cured by Seller or waived by
  Purchaser.
  (b)                   No Injunction.  On the Closing Date, there
  shall be no third party injunction, writ, preliminary restraining
  order or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)                  Closing Deliveries.  Seller shall have
  completed all the deliveries required to be made by Seller under
  Section  of this Agreement.
  
  (d)                  Estoppel Certificates.  Purchaser shall have
  received Estoppel Certificates for all tenants of each Building
  pursuant to Section .
  
  8.2                   Conditions to Seller's Obligations
  The obligations of Seller to consummate the
  transactions contemplated by this Agreement are subject to the
  satisfaction of each of the following conditions as of the
  Closing Date, except to the extent any such condition is waived
  in whole or in part by Seller in writing at or prior to Closing:
  
  (a)                   Satisfaction.  The representations and
  warranties of Purchaser contained in this Agreement shall have
  been true on the date of this Agreement and on Closing.
  Purchaser shall have performed all obligations and complied with
  all covenants required by this Agreement.
  
  (b)                   No Injunction.  On the Closing Date, there
  shall be no third party injunction, writ, preliminary restraining
  order or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)                  Closing Deliveries.  Purchaser shall have
  completed all the deliveries required to be made by Purchaser
  under Section  of this Agreement.
  
  8.3                   Closing Deliveries  Closing Deliveries
  Closing Deliveries.  At Closing, Seller and Purchaser shall
  execute and deliver documents reasonably necessary to effectuate
  the Transaction, all of which shall be in a form reasonably
  acceptable to Purchaser and Seller, including, but not limited
  to, the following:
  
  (a)                   Special Warranty Deeds.  Special Warranty
  Deeds in form attached hereto as Exhibit  subject only to the
  applicable Permitted Exceptions.
  
  (b)                   Assignment and Bill of Sale.  Assignment
  and Assumption Agreements and Bills of Sale in the form attached
  hereto as Exhibit , which shall provide that Purchaser shall
  assume Seller's obligations with respect to all Leases and all
  Contracts other than Terminated Contracts arising from and after
  the Closing Date.
  
  (c)                   Purchaser's Affidavit Regarding
  Inspections.  Affidavits of Purchaser regarding the completion of
  its inspection and analysis of the Assets in the form attached
  hereto as Exhibit .
  
  (d)                    Tenant Notice Letters.  Notices to each
  tenant stating that Purchaser has agreed to assume the Seller's
  obligations under the Leases and setting forth the address for
  future rental payments.
  
  (e)                   Documents.  Originals, or certified copies
  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, (ii) all Contracts and Permits of which Seller is
  aware transferred and assigned to Purchaser, (iii) all "as built"
  plans, specifications, surveys or other documents relating or
  pertaining to the Assets in the possession of Seller
  (collectively "Plans"), including, but not limited to, all
  records relating to repair, renovation and maintenance of the
  Assets; (iv) all notices to tenants relating to this Transaction
  and the receipt of security deposits as necessary or appropriate
  under applicable law; and (v) all other documents referred to in
  the schedules.
  
  (f)                   Rent Roll.  A current and updated certified
  Rent Roll.
  
  (g)                   FIRPTA.  Affidavit from Seller that Seller
  is not a foreign person as defined in the Foreign Investment in
  Real Property Tax Act of 1980, as amended, in the form attached
  hereto as Exhibit .
  
  (h)                  Purchase Price.  Purchaser shall deliver the
  Purchase Price, as adjusted by prorations pursuant to the closing
  statement, in immediately available funds.
  
  (i)                   Keys.  All keys and master keys in Seller's
  possession or control  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.
  
  (j)                   Evidence of Authority.  Both parties will
  deliver to the Title Company such evidence or documents as may
  reasonably be required by the Title Company or either party
  hereto evidencing the authority of any person or persons who are
  executing any of the documents required hereunder in connection
  with the Transaction.
  
  (k)                   Miscellaneous.  Such other documents as may
  be required under other provisions of this Agreement or as may
  reasonably be required by Purchaser to consummate the
  Transaction, so long as such document does not increase either
  party's liability or obligations hereunder, including, but not
  limited to a closing statement, standard title company
  affidavits, bring down certificates regarding representations and
  warranties, and evidence of title clearance matters including pay-
  off letters from any lenders.
  
  8.4   Purchasers Obligation to Timely Deliver
  Closing Deliveries.  Purchaser shall deliver each of its Closing
  Deliveries to Title Company before 11:00 a.m., central time, on
  the Closing Date.  In the event Purchaser fails to do so, and
  provided Seller has delivered each of its Closing Deliveries to
  Title Company by such time, Seller shall have the following
  options: (i) suspend Closing to the next business day, in which
  event the closing statement shall be adjusted accordingly; or
  (ii) suspend Closing to the next business day and Purchaser shall
  deliver additional funds equal to the product of the Purchase
  Price and 8%; divided by 360 and then multiplied by the number of
  calendar days for which Closing was delayed.
  
  8.5   Knowledge as a Defense.  Seller shall have no liability
  with respect to a breach of the covenants,  representations and
  warranties of Seller set forth in this Agreement or any documents
  delivered pursuant hereto to the extent that Purchaser proceeds
  with the closing of the Transaction contemplated with actual
  knowledge of such breach or such breach was otherwise disclosed
  to Purchaser in the Information Schedules or otherwise.
  
  8.6  Limitations on Liability.  Notwithstanding anything to
  the contrary in this Agreement and without limitation upon the
  limitations elsewhere in this Agreement but subject to the
  provisions of Section ; under no circumstances, other than any
  acts or omissions of Seller constituting wilful misconduct or
  fraud, shall Seller be liable to Purchaser on account of this
  Agreement, any covenant, representation, warranty, or
  indemnification obligation herein, any document executed in
  connection with this Agreement or any transaction or matter
  contemplated hereby, in an aggregate amount in excess of One
  Million Five Hundred Thousand Dollars ($1,500,000.00), excluding
  Seller's obligation to remove any monetary liens relating to the
  Assets under Section  and excluding obligations relating to
  retained liabilities under the documents of transfer executed at
  Closing.  In the event of a breach of this Agreement by Seller,
  Purchaser shall not be entitled to recover special, incidental or
  consequential damages; provided, however, no limitation contained
  herein shall have any effect or limitation on Purchaser's rights
  or recoveries in the event of acts or omissions based upon
  Seller's willful misconduct or actual fraud.
  
  8.7  Knowledge Standard.  As used in this Agreement, "the Seller's
  actual knowledge" or "to Seller's knowledge" or any similar
  phrase, shall mean the actual knowledge of Mitch Mattingly only
  who is the representative of Seller with responsibility for the
  Assets after discussion with Seller's on site property managers;
  provided, however, that nothing in this Agreement shall be deemed
  to create or impose any personal liability of any kind on such
  individual.
  
  8.8 Closing Contingent on Courtyard at Arapaho and Fairway Plaza Closings.
  Each party hereto acknowledges and agrees that the Closing of this
  Transaction is contingent upon the closing of the Purchaser's
  acquisition of the Courtyard at Arapaho Building and the Fairway
  Plaza Building pursuant to Courtyard Agreement.  Notwithstanding
  anything herein to the contrary, in the event the Courtyard
  Agreement is terminated under circumstances whereby the Purchaser
  is entitled to a return of its escrow deposit pursuant to such
  agreement, then this Agreement shall be terminated and Purchaser
  shall likewise be entitled to a return of the Escrow Deposit
  hereunder.  Notwithstanding anything herein to the contrary, in
  the event the Courtyard Agreement is terminated under
  circumstances whereby the Seller is entitled to receive the
  escrow deposit pursuant to such agreement, then this Agreement
  shall immediately terminate and Seller shall be entitled to
  receive the Escrow Deposit hereunder.
  
                       9         ARTICLE
  
                        DEFAULTS AND REMEDIES
  
  9.1  Damages Against Purchaser.  If Purchaser defaults
  under any provision of this Agreement and Closing does not occur,
  then Seller shall be released from all obligations in law or
  equity to convey the Property to Purchaser.  Purchaser and Seller
  agree that as Seller's sole remedy for a default hereunder, by
  written notice to Purchaser and Title Company, Seller shall be
  entitled to terminate this Agreement and be entitled to receive
  the Escrow Deposit plus accrued interest thereon as liquidated
  damages.  Purchaser and Seller acknowledge and agree that actual
  damages will be extremely difficult and impractical to ascertain.
  Therefore, the sum represented by the Escrow Deposit plus any
  accrued interest thereon shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Seller's damages
  and shall constitute Seller's sole and exclusive remedy in the
  event this Transaction fails to Close as a result of Purchaser's
  default.  Notwithstanding the foregoing, Purchaser's liability
  under the last sentence of Section  hereof and the last sentence
  of Section  hereof shall remain in full force and effect.
  
  9.2  Damages against Seller.  In the event that Seller fails
  to perform all of Seller's material obligations under this
  Agreement and Purchaser performs all of its obligations or
  tenders performance, including the obligation to consummate the
  Transaction, then Purchaser may make written demand to Seller for
  performance of this Agreement.  If Seller fails to comply with
  Purchaser's written demand within five (5) 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 its actual
  out-of-pocket damages up to $200,000 in the aggregate.  In all
  events of termination other than as contemplated by Sections  and
  , Seller shall be entitled to the Escrow Deposit.  Seller agrees
  that 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 specific performance, Seller specifically agrees that the
  remedies of specific performance are appropriate remedies for
  Purchaser, and Seller waives and agrees not to assert any claim
  or defense that specific performance is not an appropriate remedy
  for Purchaser.  If specific performance is not available,
  Purchaser will have the right to seek, prove and recover its
  actual out-of-pocket damages up to $200,000 in the aggregate for
  this Agreement.  The parties acknowledge and agree that the
  provisions of this Section  apply to breaches by Seller
  discovered or known to Purchaser prior to Closing and that the
  provisions of Sections  and  apply to breaches by Seller
  discovered post-Closing even if such relates to acts or omissions
  which actually occurred prior to Closing.
  
       Initialed by:
  
                                _______________
                                ______________
                                Seller
                                Purchaser
  
                       10         ARTICLE
  
                            RISK OF LOSS
  10.1  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.
  
  10.2  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
  force and effect provided Seller either: (i) performs any
  necessary repairs prior to Closing, (ii) reduces the cash portion
  of the Purchase Price in an amount equal to the reasonable
  estimated 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, or
  (iii) assigns its interest in any insurance proceeds to Purchaser
  together with an amount equal to any applicable deductible
  relating thereto.  In the event Seller elects to perform repairs
  upon the Real Property, Seller shall use reasonable efforts to
  complete such repairs promptly and to Purchaser's reasonable
  satisfaction 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.
  
  10.3  Major Damage.
  In the event of a "major" loss or damage or if Seller commits to
  repair any portion of the Assets and fails to do so, 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 or condemnation award, if any, for such damage, plus
  payment from Seller of the amount of the applicable insurance
  deductible relating thereto.  In such event, Seller shall execute
  all documents reasonably requested by Purchaser to assign
  Seller's rights and interest to such insurance proceeds.
  
  10.4   Definition of Major Loss or Damage
  For purposes of Sections  and , "major" loss or damage
  refers to the following:  (i) loss or damage to the 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 $500,000.00, or (ii) any loss
  or damage due to a condemnation which permanently or materially
  impairs the current or intended use of the Assets, or (iii) if
  any Tenant who occupies more than 10,000 square feet is permitted
  to terminate and actually terminates its Lease as a result of
  such loss or damage.
  
                       11          ARTICLE
  
                         GENERAL PROVISIONS
  11.1    Brokerage Commission tc "  Brokerage
  Commission" \l 2 .  Seller shall pay any and all brokerage
  commissions due to Davidson Conine and Bradford Company pursuant
  to a separate written agreement.  Purchaser shall pay an
  additional amount of $20,000 to Bradford Company in reimbursement
  for certain costs incurred by Bradford Company in connection with
  this transaction.  If the purchase and sale hereunder does not
  close for any reason, including default by either Seller or
  Purchaser, then no commission or reimbursement 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.
  
  11.2 Confidentiality.  Unless Seller otherwise agrees in writing,
  Purchaser agrees that all proprietary information regarding the
  Improvements of whatsoever nature made available to it by Seller
  or Seller's agents or representatives or developed by Purchaser,
  is confidential and shall not be disclosed to any other person
  except those assisting Purchaser with this Transaction, or
  Purchaser's lender, if any.  The provisions of the foregoing
  sentence shall not apply to any information which is otherwise
  available to the public or which has been obtained from sources
  that are not subject to a similar confidentiality restriction or
  to disclosures as required by law.  Further, Purchaser agrees not
  to use any Confidential Information (as defined in Section ) for
  any purpose other than to determine whether to proceed with the
  Transaction contemplated by this Agreement.  Upon Closing, all
  such Confidential Information shall be the sole and exclusive
  property of Purchaser and not subject in any manner to this
  confidentiality restriction.   Provided, however, in the event
  the Transaction contemplated by this Agreement does not close for
  any reason, the provisions of this Section  shall survive the
  termination of this Agreement for a period of two years.
  
  11.3  Entire Agreement.  This Agreement, together with all exhibits or
  schedules either attached or delivered pursuant hereto and other
  agreements expressly referred to herein, constitutes the entire
  agreement between the parties with respect to the purchase and
  sale of the Assets.  All prior to or contemporaneous agreements,
  understandings, representations, warranties and statements, oral
  or written, are superseded.
  
  11.4  Further Assurances.  The parties agree to take such further
  action and execute such documents and instruments as may be
  reasonably required in order to more effectively carry out the
  terms of this Agreement and the intentions of the parties.
  
  11.5  Modification, Waiver.  Except as expressly contemplated
  herein, no modification, waiver, supplement or discharge of this
  Agreement shall be valid unless the same is in writing and signed
  by the party against whom the enforcement thereof is or may be
  sought.  No waiver of a breach of any of the terms, covenants or
  conditions of this Agreement by either party shall be construed
  or held to be a waiver of any succeeding or preceding breach of
  the same or any other term, covenant or condition herein
  contained.  No waiver of any default by either party hereunder
  shall be implied from any omissions by either party to take any
  action on account of such default if such default persists or is
  repeated, and no express waiver shall affect a default other than
  as specified in such waiver.
  
  11.6  Severability.  If any term, provision, covenant or condition of
  this Agreement is held to be invalid, void or otherwise
  unenforceable to any extent by any court of competent
  jurisdiction, the remainder of this Agreement shall not be
  affected thereby, and each term, provision, covenant or condition
  of this Agreement shall be valid and enforceable to the fullest
  extent permitted by law.
  
  11.7  Successors.
  Subject to the restriction on assignment provided herein, all
  terms of this Agreement shall be binding upon, inure to the
  benefit of, and be enforceable by the parties hereto and their
  respective heirs, legal representatives, successors and assigns.
  
  11.8  Assignment.
  Purchaser may assign its rights under this Agreement to a wholly
  owned subsidiary of Purchaser or affiliate of Purchaser or to a
  limited partnership or LLC controlled by either Purchaser or its
  wholly owned subsidiary without Seller's consent; provided,
  however, no such assignment shall relieve Purchaser of its
  obligations hereunder and the assignee must sign an assumption
  agreement in form reasonably acceptable to Seller.  Except as
  contemplated by the preceding sentence, Seller and Purchaser
  shall not assign their respective rights, obligations or interest
  under this Agreement without the prior written consent of the
  other.
  
  11.9  Survival of Representations and Warranties.
  All obligations hereunder to be
  performed after Closing, and all warranties and representations
  contained herein, shall survive Closing and the delivery of the
  Special Warranty Deed to Purchaser for a period of only 365 days
  after Closing, at which time such warranties, representations and
  covenants shall terminate.  Provided, however, the terms of this
  Section  shall not be deemed to extend the specific period for
  performance of any obligations to be performed hereunder
  subsequent to Closing.  In order to perfect any cause of action
  resulting from a breach hereof written notice of such breach must
  be delivered prior to the expiration of the 365 day period and
  any resulting cause of action must be commenced within 485 days
  after Closing.
  
  11.10 Attorneys' Fees.  If either party commences legal proceedings for
  any relief against the other party arising out of this Agreement,
  the losing party shall pay the prevailing party's reasonable
  attorneys' fees.
  
  11.11  Time.  Time is of the essence with respect to this Agreement.
  
  11.12  No Other Inducement.  The making, execution and delivery of this
  Agreement by the parties hereto has been induced by no
  representations, statements, warranties or agreements other than
  those expressed herein.
  
  11.13  Computation of Time Periods.  All periods of the
  time referred to in this Agreement shall include all Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies business days, provided that if the date or last date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
  11.14  Notices.  Any notice,
  request, instruction or other document to be given or furnished
  under this Agreement by either party to the other party or to the
  Title Company shall be in writing and shall be delivered
  personally or shall be sent by facsimile transmission (with a
  copy sent by regular U. S. mail) or registered or certified mail,
  postage prepaid, or by prepaid overnight delivery service, at the
  address or telecopy number in this Section  or to such other
  address, telecopy number of person as either party may designate
  by written notice to the other party.  A notice, request,
  instruction or other documents shall be deemed to be given (a)
  when delivered personally as acknowledged by a receipt, (b) sent
  by facsimile transmission (with a copy sent by regular U. S.
  mail), (c) if sent by certified mail, at the time the delivery is
  indicated on the duly completed United States Postal Service
  return receipt, or (d) if by overnight delivery service, the next
  business day as indicated on the records of or certificates
  provided by the overnight delivery service.
  
       Seller:        Parkway Portfolio I LLC
            Attention: Mitch Mattingly
  
  Office Address:     12012 Wickchester, Suite 115
                 Houston, Texas 77079
  
  Telephone Number:   (281) 597-9475
  Telecopy Number:    (281) 597-9575
  
  with a copy to:     Forman, Perry, Watkins, Krutz & Tardy, PLLC
                 Attention: Steven M. Hendrix
  
  Office Address:     188 E. Capitol Street, Suite 1200
                 Jackson, Mississippi  39225-2608
  
  Telephone Number:   (601) 960-8603
  Telecopy Number:    (601) 960-8609
  
            Purchaser:          Triad Properties Corporation
                 Attention: Mr. William Stroud
  
  Office Address:     200 Clinton Avenue, W., Suite 1001
                 Huntsville, Alabama 35801
  
  Telephone Number:   (205) 551-1000
  Telecopy Number:    (205) 539-5500
  
  with copy to:       Kilpatrick Stockton LLP
                           Attention: Nancy Gilreath
  
  Office Address:     1100 Peachtree Street, N.E.
                 Atlanta, Georgia 30309
  
  Telephone Number:   (404) 851-6565
  Telecopy Number:    (404) 851-6555
  
  11.15   Headings.  The captions
  and paragraph headings used in this Agreement are inserted for
  convenience of reference only and are not intended to define,
  limit or affect the interpretation or construction of any term or
  provision hereof.
  
  11.16  Exhibits.  All
  schedules or exhibits referred to herein or attached hereto are
  incorporated herein by this reference.
  
  11.17  Counterparts.
  This Agreement may be executed in multiple copies, each of which
  shall be deemed an original, but all of which shall constitute
  one Agreement binding on all parties.
  
  11.18  Governing Law.  This Agreement shall be governed, construed
  and enforced in accordance with the laws of the State of Texas.
  
  11.19  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").
  
  
       IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                           SELLER:
  
                           PARKWAY PORTFOLIO I
                           LLC, a Mississippi limited liability
                           company
  
                           By:  PARKWAY PROPERTIES LP, a Delaware
                           limited partnership, its sole member
  
                                     By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                     a Delaware corporation, its
                                     general partner
  
  
                                     Executed by Seller, this
                                     By:___________________________
                                     ___________ day of April, 1998            .
                                     Name:_________________________
                                    
  
                                     Title:________________________
                                    
  
  
                                     By:
  
                                     Name:
  
                                     Title:
  
  PURCHASER: TRIAD PROPERTIES CORPORATION
  
  Executed by Purchaser, this
  _____ day of April, 1998.          By:
                                     Name:
                                     Title:
  
                      ACKNOWLEDGMENT BY BROKERS
  
       The undersigned brokers hereby acknowledge and agree to the
  provisions of Section  of this Agreement regarding commissions.
  
                                             Davidson Conine
  
                           
                           By:________________________________
                           
                           Name:______________________________
                           
                           Title:_____________________________
  
                                            Bradford Company
  
                           
                           By:________________________________
                           
                           
                           Name:______________________________
                           
                           
                           Title:_____________________________
                                
  
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
  
       Title Company hereby agrees to perform its obligations under
  this Agreement and acknowledge receipt of (a) the Escrow Deposit
  from Purchaser in the amount of ONE HUNDRED FIFTY THOUSAND AND
  NO/100 DOLLARS ($150,000.00) on the _____ day of April, 1998 and
  (b) a fully executed counterpart of this Agreement on the _____
  day of April, 1998.
  
  
                                Chicago Title Insurance Company
  
  
                                By:
                                Name:
                                Title:
                           
                               EXHIBIT
  
             LIST OF MATERIAL ITEMS OF PERSONAL PROPERTY
  
  
  
                               EXHIBIT
  
                           Belvedere Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
  
  
                               EXHIBIT
  
                      Atrium at Bent Tree Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
                                  
                               EXHIBIT
  
                    ALLOCATION OF PURCHASE PRICE
  
  
  
            Parcel                             Price
  
                                     1.   Belvedere Parcel
                                          $15,550,000
  
                                     2.   Atrium at Bent Tree
                                          Parcel
                                          $12,000,000
  
  
  
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
  
                          Belvedere Parcel
  
                           (See attached)
                                  
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
  
                     Atrium at Bent Tree Parcel
  
                           (See attached)
  
  
                               EXHIBIT
  
                              RENT ROLL
  
  
  
                         Belvedere Building
  
                           (See attached)
                                  
                               EXHIBIT
  
                              RENT ROLL
  
  
                    Atrium at Bent Tree Building
  
                           (See attached)
  
  
  
  
                             EXHIBIT -1
  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  Triad Properties Corporation
  200 Clinton Avenue West, Suite 1001
  Huntsville, Alabama 35801
  
       RE:  _______________________
  
  
  Gentlemen:
  
       The undersigned as Tenant hereby certifies to Triad
  Properties Corporation and its successors or assigns and lenders
  ("Purchaser") that:
  
            (a)  It is a Tenant of a portion of the
            captioned property under a certain lease (the
            "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modifications(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
            (b)  All rentals payable under the Lease have been paid
            through ______, 19___; and except for _________, no
            rent has been paid more than one month in advance of
            its due date.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  Tenant has unconditionally accepted and is
            currently occupying the leased premises, is paying rent
            under the Lease without claim or right of set-off, or
            claim of any default by the Landlord, and is now
            conducting business on the premises.
  
            (f)  There exists no default by either party to the
            Lease, or other grounds for ceasing or reducing the
            payment of rental, or for cancellation or termination
            of the Lease in any manner.
  
            (g)  All requirements of the Lease have been complied
            with and all improvements required to be made by
            Landlord have been completed and no charges, set-offs
            or other credits exist against the rentals.
  
            (h)  The Lease contains, and Tenant has: (i) no
            outstanding options or rights of first refusal to
            purchase the leased premises nor any part of the real
            property of which the leased premises are a part; (ii)
            no expansions options, other than _______; (iii) no
            cancellation options, other than _______; and (iv) no
            renewal options, other than __________.
  
            (i)  Tenant has not assigned, pledged, mortgaged,
            sublet, encumbered or otherwise transferred any of its
            interest under the Lease and has received no notice of
            any assignment, mortgage or encumbrance of the Lease by
            Landlord.
  
  
  
       Tenant understands that Purchaser is relying on the above
  representations in connection with the purchase of the above
  referenced building and does hereby warrant and affirm to and for
  the benefit of Purchaser, its successors and assigns, that each
  of the foregoing representations is true, correct and complete as
  of the date hereof.
  
  
  Date:_________________
                                     By:
                                     Name:
                                     Title:
  
                                     Current Notice Address:
                                     ___________________________
                                     ___________________________
                                     ___________________________
  
  
                             EXHIBIT -2
  
                 FORM OF SELLER ESTOPPEL CERTIFICATE
  
  [Purchaser]
  
       RE:  _____________
  
  Gentlemen:
  
       The undersigned as Landlord hereby certifies to [Purchaser]
  and its successors and assigns and lenders ("Purchaser")  that,
  to its actual knowledge:
  
            (a)  It is a Landlord of a portion of the
            above referenced property under a certain
            lease (the "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modification(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
  
  
       (b)  All rentals payable under the Lease have been paid
  through ________, 19___.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  All requirements of the Lease have been complied
            with and no charges, set-offs or other credits exist
            against the rentals.
  
            (f)  The Lease contains, and Tenant has, no outstanding
            options or rights of first refusal to purchase the
            leased premises nor any part of the real property of
            which the leased premises are a part.  Except as set
            forth in the Lease, Tenant has no expansion,
            cancellation or renewal options.
  
            (g)  Landlord has received no notice that Tenant has
            assigned, pledged, mortgaged, sublet, encumbered or
            otherwise transferred any of its interest under the
            Lease.
  
       (h)  Landlord is not in default under the Lease, there is no
            material default on the part of Tenant thereunder, and
            Landlord has not within the previous ninety days
            received any written notice from Tenant claiming any
            right of set-off or default.
  
       (i)  All improvements required to be made as of this date by
            Landlord under the Lease have been completed.
  
       Landlord understands that Purchaser is relying on the above
  representations in consenting to purchase the above referenced
  building.  This Seller's Estoppel Certificate shall terminate
  upon the earlier of the delivery of a Tenant's Estoppel
  Certificate containing information consistent with the
  information set forth herein or one year after the date hereof.
  
  
  Date:______________
                                     By:
                                     Name:
  
  Title:__________________________
  
  
  
  
  
                               EXHIBIT
  
                    FORM OF SPECIAL WARRANTY DEED
  
  THE STATE OF
                          KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF
  
  
       THAT, Parkway Portfolio I LLC, a Delaware limited
  partnership (hereinafter called "Grantor"), for and in
  consideration of TEN AND NO/100 DOLLARS ($10.00), and other good
  and valuable consideration to Grantor in hand paid by
  ______________, a ___________ (hereinafter called "Grantee"), the
  receipt and sufficiency of which are hereby acknowledged, has
  GRANTED, SOLD and CONVEYED, and by these presents does GRANT,
  SELL and CONVEY unto the said Grantee, all that certain lot,
  tract or parcel of land, together with all improvements thereon,
  lying and being situated in Dallas County, Texas described on
  Exhibit A attached hereto, together with all rights and
  appurtenances thereunto belonging or appertaining, and all
  rights, titles and interests of Grantor in and to any and all
  roads, easements, streets and ways within, adjacent or contiguous
  thereto (hereinafter collectively referred to as the "Property").
  
       This conveyance is subject to the valid and subsisting
  easements, restrictions, covenants, conditions and outstanding
  mineral and royalty interests affecting the Property described on
  Exhibit B attached hereto.
  
       TO HAVE AND TO HOLD the Property, together with all and
  singular the rights and appurtenances thereto in anywise
  belonging unto the said Grantee, its heirs, executors, legal
  representatives, successors and assigns forever; and Grantor does
  hereby bind itself, its heirs, executors, legal representatives,
  successors and assigns, to WARRANT and FOREVER DEFEND, all and
  singular the Property unto the said Grantee, its heirs,
  executors, legal representatives, successors and assigns, against
  every person whomsoever lawfully claiming or to claim the same or
  any part thereof by, through or under Grantor, but not otherwise.
  
       GRANTOR HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL IMPLIED
  COVENANTS AND WARRANTIES OF EVERY NATURE WHATSOEVER (INCLUDING,
  WITHOUT LIMITATION, THE IMPLIED COVENANTS PROVIDED FOR UNDER
  SECTION 5.023 OF THE TEXAS PROPERTY CODE) EXCEPT FOR THE EXPRESS
  SPECIAL WARRANTY OF TITLE SET FORTH HEREIN.  BY ITS ACCEPTANCE OF
  THIS DEED, GRANTEE HEREBY KNOWINGLY, VOLUNTARILY AND UPON THE
  ADVICE OF COUNSEL, WAIVES AND RELEASES SELLER OF AND FROM ANY
  CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS,
  DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
  INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT
  PURCHASER NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF
  OR IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE ECONOMIC,
  PHYSICAL OR ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY,
  INCLUDING, WITHOUT LIMITATION, ANY LIABILITY PERTAINING TO OR
  ARISING OUT OF ANY ENVIRONMENTAL LAW (ESTABLISHED BY EITHER COURT
  DECISION OR STATUTE), ORDINANCE OR REGULATION.
  
  
       Grantee's address is
       ______________________________
       ______________________________
       ______________________________
  
       Current taxes on the Improvements have been prorated and
  payment thereof is assumed by Grantee.
  
       EXECUTED this ____ day of _________________________, 1998.
  
                           Parkway Portfolio I LLC,
                           a Mississippi limited liability company
  
                           By:  Parkway Properties LP,
                                a Delaware limited partnership,
                                its sole member
  
                           By:  Parkway Properties General Partners, Inc.,
                                a Delaware corporation,
                                its general partner
  
  
  
                               By:
                               Name:
                               Title:
  
  
                               By:
                               Name:
                               Title:
  
  
  
  STATE OF __________
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________ corporation which is the general
  partner of _________________, a _____________ partnership which
  is the sole general partner of ______________________, and that
  for and on behalf of the said partnership, and as its act and
  deed (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said partnership so to do.
  
                           ____________________________________
                           NOTARY PUBLIC
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  
  PREPARED BY:
  
  Steven M. Hendrix
  Forman, Perry, Watkins, Krutz & Tardy, PLLC
  188 East Capitol Street
  Suite 1200, One Jackson Place
  Jackson, Mississippi 39201
  Telephone: (601) 960-8600
  
  AFTER RECORDING RETURN TO:
  
  ___________________________
  ___________________________
  ___________________________
  ___________________________
  
                               EXHIBIT
  
                               FORM OF
                 ASSIGNMENT AND ASSUMPTION AGREEMENT
                          AND BILL OF SALE
  
       This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE
  ("Assignment"), is made by and between Parkway Portfolio I LLC, a
  Delaware limited partnership ("Assignor") and _____________, a
  _____________  ("Assignee").
  
                        W I T N E S S E T H:
  
       WHEREAS, by Purchase and Sale Agreement ("Purchase
  Agreement") dated as of _______, 1998, by and between Assignor
  and Assignee, Assignor agreed to sell to Assignee certain real
  property, and the improvements located thereon ("Assets") as more
  particularly described in the Purchase Agreement; and
  
       WHEREAS, the Purchase Agreement provides, inter alia, that
  Assignor shall assign to Assignee certain contractual and other
  intangible rights, that Assignee shall assume all of the
  obligations of Assignor with respect to the property so assigned
  from and after the date of such assignment, and that Assignor and
  Assignee shall enter into this Assignment.
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual covenants herein contained, the parties hereto hereby
  agree as follows:
  
       1.   Assignment.  Assignor hereby assigns, sets over and
  transfers to Assignee all of Assignee's rights, title and
  interest in and to the tangible and intangible personal property
  owned by Assignor, located on the real property described on
  Exhibit A hereto, and used in the ownership, operation and
  maintenance of such real property including, without limitation,
  the following (collectively called the "Personal Property"):
  
                      (i)  All rights (if any) to use any trade
            names associated with the Assets to the extent such
            rights are assignable without expense to Assignor (but
            Assignor does not represent that it has exclusive
            rights to use such trade names and Assignor has not
            registered the same in any manner);
  
                      (ii) The items of personal property described
            on Exhibit B hereto;
  
                      (iii)     The interest of Assignor under the
            contracts and agreements described on Exhibit C hereto;
  
                      (iv) The interest of the landlord under the
            tenant leases encumbering the real property described
            on Exhibit D hereto (the "Leases");
                           (v)  The tenant security deposits
                 described on Exhibit E hereto;
  
                      (vi) To the extent assignable without
            material expense to Assignor, the tenant lease files
            and correspondence relating to the Leases, plans and
            specifications with respect to the Real Property,
            promotional materials with respect to the leasing of
            space within the Real Property, warranties and
            guaranties relating to any of the other property to be
            conveyed pursuant to the Purchase Agreement, licenses
            and permits relating to the Real Property,   and the
            other property to be conveyed pursuant to the Purchase
            Agreement.
  
       2.   Assignee's Assumption and Indemnification.  Assignee
  hereby assumes the obligation to pay any and all liabilities and
  obligations arising or accruing under any of the property
  described in Paragraph 1 above on or after the effective date
  hereof.  Assignee is only assuming those specific leases and
  contracts referenced on the attached exhibits.  Assignee agrees
  to indemnify, defend and hold harmless Assignor from any loss,
  cost, claim, liability, expense or demand of whatever nature
  under any of the property described in Paragraph 1 above arising
  or accruing on or after the effective date hereof.
  
       3.   Assignor's Indemnification.  Assignor agrees to
  indemnify, defend and hold harmless Assignee from any loss, cost,
  claim, liability, expense or demand of whatever nature under any
  of the property described in Paragraph 1 above arising or
  accruing prior to the effective date hereof.
  
       4.   Limitation of Liability.  Notwithstanding anything in
  this Assignment to the contrary, each party acknowledges and
  agrees that no officer of Assignor or Assignee nor any trustee,
  beneficiary, or employee of either shall have any personal
  liability, directly or indirectly, under this Assignment, or
  under any certification, representation, warranty or other
  instrument delivered in connection herewith.
  
       5.   Miscellaneous.  This Assignment and the obligations of
  the parties hereunder shall survive the closing of the
  Transaction referred to in the Purchase Agreement, shall be
  binding upon and inure to the benefit of the parties hereto,
  their respective legal representatives, successors and assigns,
  shall be governed by and construed in accordance with the laws of
  the State where the assets are located, applicable to agreements
  made and to be wholly performed within said State, and may not be
  modified or amended in any manner other than by a written
  agreement signed by the party to be charged therewith.
  
       Assignor does hereby bind itself, its legal representatives,
  successors and assigns, to SPECIALLY WARRANT, and FOREVER DEFEND
  title to the property conveyed hereby unto Assignee, its legal
  representatives, successors and assigns, against every person
  whomsoever lawfully claiming or to claim same or any part
  thereof, by, through or under Assignor, but not otherwise.
  
       EXCEPT AS EXPRESSLY PROVIDED IN SECTION  OF THE PURCHASE
  AGREEMENT AND SUBJECT TO THE PROVISIONS AND LIMITATIONS CONTAINED
  IN THE PURCHASE AGREEMENT.  ASSIGNOR MAKES NO WARRANTY, EXPRESS
  OR IMPLIED, AS TO ANY OF THE PROPERTY CONVEYED HEREBY OR ITS
  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  BY ITS
  ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT IT HAS
  FULLY INSPECTED THE PROPERTY CONVEYED HEREBY AND THAT IT ACCEPTS
  THE PROPERTY CONVEYED HEREBY IN ITS PRESENT USED AND "AS IS"
  CONDITION.  ASSIGNEE ACKNOWLEDGES AND BY REFERENCE INCORPORATES
  THE PROVISIONS OF SECTIONS , 7.4,  AND  OF THE PURCHASE AGREEMENT
  HEREIN.
  
       EXECUTED TO BE EFFECTIVE as of the ______ day of
  ________________, 1998.
  
                           ASSIGNOR:
  
                           Parkway Portfolio I LLC,
                           a Mississippi limited liability company
  
                           By:  Parkway Properties LP, a Delaware limited
                           partnership, its sole member
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  
  
  By:
  
  Name:
  
  Title:
  
  
  
  By:
  
  Name:
  
  Title:
  
                                ASSIGNEE:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
  
                                By:
                                Name:
                                Title:
                               EXHIBIT
  
                               FORM OF
                 PURCHASER'S AFFIDAVIT AND AGREEMENT
  
  STATE OF __________
  
  COUNTY OF_________
  
       This day personally came and appeared before me, the
  undersigned authority _____________________, __________________
  of ________________ ("Purchaser"), who is knowledgeable of the
  facts stated herein and whose mailing address is
  _______________________, who, upon being duly sworn, stated under
  oath as follows that:
  
       1.   Pursuant to that certain Purchase and Purchase
  Agreement ("Purchase Agreement") dated _________________, 1998 by
  and between Purchaser and Parkway Properties, Inc. ("Seller"), to
  Purchaser's knowledge, Purchaser has had full access to and has
  (to Purchaser's satisfaction) exercised its option to inspect and
  evaluate for potential purchase that certain property located in
  __________________ and more particularly described on Exhibit A
  attached hereto ("Assets") and all files of Seller relating
  thereto which Purchaser felt were important or material to
  Purchaser, and Seller made available to Purchaser all files of
  Seller relating to the Assets requested by Purchaser.
  
       2.   Purchaser and experts of Purchaser's choice have had
  access to and have (to Purchaser's satisfaction) (i) physically
  inspected the Assets, (ii) analyzed the present and projected
  uses of the Assets, (iii) determined the fair market value of the
  Assets in its "As Is" condition (as defined in the Purchase
  Agreement) as of the closing date, and (iv) to the extent
  possible, independently verified all material documents and
  information provided to Purchaser by Seller and/or its agents
  which Purchaser deems necessary and material to close the
  Transaction under the Purchase Agreement, and (v) independently
  examined the Assets from a physical structural and environmental
  standpoint.  Except as expressly otherwise provided in the
  Purchase Agreement, Purchaser accepts the Assets AS IS and
  releases Seller from and waives all claims and liability against
  Seller for or attributable to any structural, physical or
  environmental condition at the Assets, including without
  limitation, claims or liabilities relating to the presence,
  discovery or removal of any Hazardous Materials (as defined in
  the Purchase Agreement) in, at, about or under the Assets, or
  for, connected with or arising out of any and all claims or
  causes of action based upon CERCLA (Comprehensive Environmental
  Response, Compensation and Liability Act of 1980, 42 U.S.C.
  9601 et seq., as amended by SARA (Superfund Amendment and
  Reauthorization Act of 1986), and as may be further amended from
  time to time), the Resource Conversation and Recovery Act of
  1976, 42 U.S.C.  6901 et seq., or any related claims or causes
  of action or any other federal or state based statutory or
  regulatory causes of action for environmental contamination at,
  in or under the Assets.  The agreements of Purchaser set forth in
  this Affidavit shall survive the closing of the Transaction under
  the Purchase Agreement and shall not be merged therein.  Except
  as expressly otherwise provided in the Purchase Agreement,
  Purchaser is not relying upon any representation, inducement or
  unperformed promise of Seller or any of Seller's agents  except
  to the extent such inducement, representation or unperformed
  promise is set forth in the Closing Documents executed by Seller
  contemporaneously herewith or as set forth in the Purchase
  Agreement.  Purchaser hereby represents that Purchaser has relied
  upon Purchaser's own inspection and environmental reports in
  reaching its decision to purchase the Assets, and Purchaser is
  not relying upon inspection reports produced by Seller which may
  be incomplete and/or outdated.
  
       3.   Purchaser acknowledges that it has received and
  reviewed (with the assistance of such experts as Purchaser as
  deemed appropriate) all information furnished by Seller regarding
  the Assets, including, but not limited to, information as may
  have related to its construction, history, current economic and
  leasing status, physical condition and prospects for future use
  or development, as Purchaser has deemed appropriate.  BY
  FURNISHING THE MATERIALS, DOCUMENTS, REPORTS OR AGREEMENT
  DESCRIBED ABOVE, NEITHER SELLER NOR ANY OF SELLER'S AGENTS
  (DEFINED AS BROKERS, ON-SITE PROPERTY MANAGERS, CONTRACTORS, OR
  SIMILAR INDIVIDUALS OR ENTITIES ENGAGED BY SELLER RELATING TO OR
  INVOLVING THE PROJECT), NOR ANY PARTNER, OFFICER, DIRECTOR,
  EMPLOYEE, AGENT OR ATTORNEY OF SELLER, NOR ANY OTHER PARTY
  RELATED IN ANY WAY TO ANY OF THE FOREGOING SHALL BE DEEMED TO
  HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE
  WHATSOEVER WITH RESPECT TO ANY MATTER SET FORTH, CONTAINED OR
  ADDRESSED IN SUCH MATERIALS, DOCUMENTS, REPORTS OR AGREEMENTS,
  INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS
  THEREOF EXCEPT TO THE EXTENT OF THE REPRESENTATIONS MADE BY
  SELLER IN SECTION  OF THE PURCHASE AGREEMENT OR IN THE DOCUMENTS
  EXECUTED BY SELLER AT CLOSING.
  
       4.   The representations, warranties and agreements of
  Purchaser made herein are in addition to (and not in limitation
  of) the representations, warranties and agreements of Purchaser
  made in the Purchase Agreement.
  
                                ACCEPTED AND AGREED TO:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
  
                                By:
                                Name:
                                Title:
  
  
  
  STATE OF __________
  
  COUNTY OF_________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
       GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day of
  __________________, 1998.
  
  
  _______________________________________
                                Notary Public, State of
  
  
  MY COMMISSION EXPIRES:
  __________________________         Personally known ______ OR
                                Produced Identification ______
                                Type of Identification Produced
  _____
  
  
  
                               EXHIBIT
  
                               FORM OF
                          FIRPTA AFFIDAVIT
  
       Section 1445 of the Internal Revenue Code provides that a
  transferee of a United States real property interest must
  withhold tax if the transferor is a foreign person.  To inform
  the transferee that withholding tax is not required upon the
  disposition of a United States real property interest by Parkway
  Portfolio I LLC, a Delaware limited partnership, the undersigned
  hereby certifies the following on behalf of Parkway Portfolio I
  LLC:
  
       1.   Parkway Portfolio I LLC is not a foreign corporation,
  foreign partnership, foreign trust, or foreign estate (as those
  terms are defined in the Internal Revenue Code and Income Tax
  Regulations); and
  
       2.   Parkway Portfolio I LLC's U.S. employer tax
  identification number is 72-1344324; and
  
       3.   Parkway Portfolio I LLC's office address is One Jackson
  Place, Suite 1000, 188 E. Capitol Street, Jackson, Mississippi
  39201.
  
       Parkway Portfolio I LLC understands that this certification
  may be disclosed to the Internal Revenue Service by transferee
  and that any false statement contained herein could be punished
  by fine, imprisonment, or both.
  
       Under penalties of perjury, the undersigned authorized
  representatives of Parkway Portfolio I LLC declares that they
  have examined this certification and to the best of their
  knowledge and belief it is true, correct and complete, and
  further declare that they have authority to sign this document on
  behalf of Parkway Portfolio I LLC.
  
       Dated:  _________________, 1998
  
                                               Parkway Portfolio I
                           LLC, a Mississippi limited liability
                           company
  
                                               By:  Parkway
                           Properties LP, a Delaware limited
                           partnership, its sole member
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  
  
  By:
  
  Name:
  
  Title:
  
                                                              By:
                                                              Name:
  
  Title:
  
  STATE OF __________
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  STATE OF __________
  COUNTY OF _________
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  
                     PURCHASE AND SALE AGREEMENT
  
                               between
  
  
                        PARKWAY PROPERTIES LP
                                  
                                 and
  
                    TRIAD PROPERTIES CORPORATION
  
  
                           APRIL 17, 1998
  
  
                          TABLE OF CONTENTS
  
  ARTICLE 1PURCHASE AND SALE
       1.1  Purchase and Sale                                           1
       1.2  Real Property Identified                                    1
       1.3  Personal Property Identified                                2
       1.4 Definition of Parcel, Parcels, Building and Buildings        3
  
  ARTICLE 2PURCHASE PRICE
       2.1  Escrow Deposit                                              3
       2.2 Additional Escrow Deposit                                    4
       2.3  Purchase Price                                              4
       2.4  Payment of Purchase Price                                   4
  
  ARTICLE 3ESCROW; CLOSING
       3.1  Escrow Agent                                                4
       3.2  Closing Date                                                4
       3.3  Closing Costs                                               5
       3.4  Prorations                                                  5
       
  ARTICLE 4TITLE MATTERS
       4.1  Title Report/Commitment for Title Insurance                 7
       4.2  Surveys                                                     8
       4.3  Title Defects                                               8
       4.4  Title Insurance                                             8
       4.5   "Aggregate" Title Policy                                   9
       
  ARTICLE 5INFORMATION SCHEDULES
       5.1  Information Schedules                                       9
  
  ARTICLE 6INSPECTION
       6.1  Inspection Period                                           10
       6.2  Right of Termination                                        11
  
  ARTICLE 7REPRESENTATIONS AND WARRANTIES
       7.1  Purchaser's Representations and Warranties                  12
       7.2  Seller's Representations and Warranties                     13
  
  ARTICLE 8COVENANTS
       8.1  Covenants of Seller                                         15
       8.2 Mutual Release                                               17
       
  ARTICLE 9CLOSING MATTERS
       9.1  Conditions to Purchaser's Obligations                       18
       9.2  Conditions to Seller's Obligations                          18
       9.3  Closing Deliveries                                          18
       9.4    Purchaser's  Obligation  to  Timely  Deliver  Closing
            Deliveries               20
       9.5  Knowledge as a Defense                                      20
       9.6  Limitations on Liability                                    20
       9.7  Knowledge Standard                                          20
       9.8    Closing  Contingent on Belvedere and Atrium  at  Bent
            Tree Closings       21
  
  ARTICLE 10DEFAULTS AND REMEDIES
       10.1  Damages Against Purchaser                                  21
       10.2  Damages against Seller                                     21
  
  ARTICLE 11RISK OF LOSS
       11.1  Risk of Loss                                               22
       11.2  Minor Damage                                               22
       11.3  Major Damage                                               23
       11.4  Definition of Major Loss or Damage                         23
  
  ARTICLE 12GENERAL PROVISIONS
       12.1  Brokerage Commission                                       23
       12.2  Confidentiality                                            23
       12.3   Entire Agreement                                          24
       12.4   Further Assurances                                        24
       12.5   Modification, Waiver                                      24
       12.6   Severability                                              24
       12.7  Successors                                                 24
       12.8  Assignment                                                 24
       12.9  Survival of Representations and Warranties                 25
       12.10  Attorneys' Fees                                           25
       12.11  Time                                                      25
       12.12  No Other Inducement                                       25
       12.13  Computation of Time Periods                               25
       12.14  Notices                                                   25
       12.15  Headings                                                  26
       12.16  Exhibits                                                  26
       12.17  Counterparts                                              27
       12.18  Governing Law                                             27
       12.19  Effective Date                                            27
  
  ARTICLE 13LIKEKIND EXCHANGE
       13.1  LikeKind Exchange                                          27
  
                     PURCHASE AND SALE AGREEMENT
  
  
       This Purchase and Sale Agreement ("Agreement") is made and
  entered into as of the Effective Date (as defined in Section ),
  by and between Parkway Properties LP, a Delaware limited
  partnership ("Seller") and Triad Properties Corporation, an
  Alabama corporation, ("Purchaser");
  
       WHEREAS, Seller is the owner of certain parcels of land
  located in Richardson, Texas and Irving, Texas, which are legally
  described on Exhibits  and  attached hereto (the "Land"); and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land (collectively, the "Improvements") (the Land
  and Improvements are collectively referred to herein as the "Real
  Property"); and
  
       WHEREAS, Seller owns certain items of tangible and
  intangible personal property listed on Exhibit  attached hereto
  (collectively "Personal Property") (the Real Property and
  Personal Property are collectively referred to herein as the
  "Assets"); and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to Purchaser, and Purchaser desires to purchase and acquire from
  Seller, all of Seller's right, title and interest in and to the
  Land, Improvements and the Personal Property pursuant to the
  terms and conditions set forth herein (the "Transaction"); and
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants, agreements, representations and warranties
  contained in this Agreement, and intending to be legally bound,
  Purchaser and Seller agree as follows:
  
  I.
       ARTICLE
  
                          PURCHASE AND SALE
  ARTICLE PURCHASE AND SALE
  1.1    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 all of its
  right, title and interest in and to the Assets to Purchaser, and
  Purchaser agrees to purchase and acquire the Assets from Seller.
  
  1.2    Real Property Identified  Real Property Identified.  As
  used herein, the Real Property shall mean:
  
  (a)              Description of Land.  The real estate legally
  described in Exhibits  and  attached hereto.
  
  (b)              Description of Improvements.  The Improvements,
  all building materials, fixtures, heating, ventilation and air
  conditioning systems, canopies, sidewalks, walkways, planters and
  landscape materials, and all other real property improvements
  owned by Seller and located in, on or under the Land or related
  to, used or available for use in the ownership, conduct,
  operation or maintenance of the Real Property.
  
  (c)              Rights and Appurtenances.  All and singular, the
  rights and appurtenances pertaining to the Land, including, but
  not limited to, any right, title and interest of Seller in and to
  adjacent streets, roads, alleys, easements and rights-of-way.
  
  1.3  Personal Property Identified.
  
  (a)              Description of Tangible Personal Property.  The
  tangible Personal Property consists of all tangible personal
  property located on or attached to the Real Property and owned by
  Seller and used or available for use by Seller in the ownership,
  operation and/or management of the Real Property and in the
  repair, operation and maintenance of the Assets, including,
  without limitation, all of Seller's right, title and interest in
  all equipment, tools, machinery, furniture, furnishings, office
  and other supplies, inventories, spare parts and other tangible
  personal property located on or attached to the Real Property.
  The tangible Personal Property specifically includes all tangible
  personal property located in any management office at the real
  property owned or leased by Seller.  The material tangible
  Personal Property is generally described on Exhibit  attached
  hereto.
  
  (b)              Description of Intangible Personal Property.
  The intangible Personal Property consists of all material
  intangible personal property owned by Seller and used by Seller
  in connection with the operation and/or management of the Real
  Property and in the repair, operation and maintenance of the
  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 use and ownership of
  the Assets or the operation thereof; (iii) all assignable
  contracts, agreements and contract rights; (iv) rights, if any,
  to use any trade names associated with the Assets on a non-
  exclusive basis (Seller makes no representation or warranty with
  respect to its right to use such names and has not registered or
  filed an assumed name certificate for the same in any manner);
  and (v) all leases, tenancies and rental agreements or
  arrangements (collectively, the "Leases") with tenants, and
  security, damage and other deposits and payments which are set
  forth on Exhibit  with respect to the Leases and not applied by
  Seller in accordance with the terms of the Leases prior to the
  Closing Date (collectively, the  "Deposits").
  
  1.4             Definition of Parcel, Parcels, Building and
  Buildings Definition of Parcel, Parcels, Building and Buildings.
  
  (a)              Building(s).  The terms "Building" and
  "Buildings" as used herein shall mean and refer to either one of
  or both of the Courtyard at Arapaho Building and/or the Fairway
  Plaza Building as the context may require.
  
  (b)              Courtyard at Arapaho Building.  The term
  "Courtyard at Arapaho Building" shall mean and refer to the
  Building located on the Land in Richardson, Texas and more
  particularly described on Exhibit .
  
  (c)              Fairway Plaza Building.  The term "Fairway Plaza
  Building" shall mean and refer to the Building located on the
  Land in Irving, Texas and more particularly described on Exhibit.
  
  (d)              Parcel(s).  The term "Parcel" and "Parcels" as
  used herein shall mean and refer to either one of or both of the
  Courtyard at Arapaho Parcel and/or The Fairway Plaza Parcel as
  the context may require.
  
  (e)              Courtyard at Arapaho Parcel.  The term
  "Courtyard at Arapaho Parcel" shall mean and refer to the Land
  legally described on Exhibit  and the Improvements located
  thereon.
  
  (f)              Fairway Plaza Parcel.  The term "Fairway Plaza
  Parcel" shall mean and refer to the Land legally described on
  Exhibit  and the Improvements located thereon.
  
                          2         ARTICLE
  
                           PURCHASE PRICE
  2.1   Escrow Deposit.  Purchaser shall
  within two (2) business days following the Effective Date deliver
  to Chicago Title Insurance Company, National Accounts Division,
  Attention: Ellen Schwab, Telephone: ________, Facsimile:_______,
  Attention: __________ or such other national title company as
  selected by Seller and approved by Purchaser ("Title Company")
  the sum of $100,000.00 ("Initial Escrow Deposit") in lawful funds
  of the United States of America.  Except as contemplated by
  Sections  and , the Initial Escrow Deposit and all interest
  thereon shall be non-refundable to Purchaser but shall be
  credited toward the Purchase Price upon Closing (defined below).
  Title Company is hereby instructed to invest the Initial Escrow
  Deposit in an interest bearing account in the name of Purchaser.
  Purchaser's taxpayer identification number is __________.
  Purchaser and Seller hereby acknowledge and agree that, at
  Closing all accrued interest on the Initial Escrow Deposit shall
  be credited to Purchaser, provided, however, in the event that
  this Transaction does not close under circumstances where Seller
  is entitled to the Escrow Deposit, then all accrued interest
  thereon shall be delivered to Seller.
  
  2.2  Additional Escrow Deposit.  Within one (1) business day following
  the expiration ofthe Inspection Period (defined below), if Purchaser has not
  elected to terminate this Agreement in accordance with Article
  below, Purchaser shall deposit an additional $100,000.00 (the
  "Additional Escrow Deposit") which shall, together with the
  Initial Escrow Deposit constitute the "Escrow Deposit".  In the
  event Purchaser fails to deliver the Additional Escrow Deposit
  pursuant to the terms hereof, then the Initial Escrow Deposit
  shall be delivered to Seller and neither party shall have any
  further obligation to the other. Upon delivery of the Additional
  Escrow Deposit, the entire Escrow Deposit shall be non-refundable
  to Seller except as contemplated by Sections  and .
  
  2.3  Purchase Price.  Seller agrees
  to sell, and Purchaser agrees to purchase, the Assets for a total
  purchase price equal to Twenty-Five Million Seven Hundred
  Thousand and 00/100 Dollars ($25,700,000) ("Purchase Price"),
  plus or minus prorations and other adjustments provided by this
  Agreement, upon and in accordance with the terms and conditions
  of this Agreement.  The Purchase Price shall be allocated among
  the Parcels pursuant to Exhibit .
  
  2.4  Payment of Purchase Price.
  The Purchase Price (of which the Escrow Deposit may be a
  part), plus or minus prorations, shall be paid in immediately
  available funds through escrow to Seller on the Closing Date
  (defined below).
  
                          3         ARTICLE
  
                           ESCROW; CLOSING
  
  3.1    Escrow Agent.  Title Company is
  authorized and instructed to act as escrow agent pursuant to the
  terms of this Agreement.  By execution of the acknowledgment
  attached hereto, Title Company acknowledges receipt of the
  Initial Escrow Deposit.  Title Company shall promptly notify both
  Purchaser and Seller upon receipt of the Additional Escrow
  Deposit.  Purchaser and Seller shall execute any additional
  escrow instructions reasonably required by Title Company to
  complete the Transaction provided that such instructions are not
  inconsistent with the terms of this Agreement.
  
  3.2   Closing Date.  Closing shall be on
  the fifteenth day after the expiration of the Inspection Period
  (hereafter referred to as "Closing Date" or "Closing").  In the
  event Seller has not yet identified sufficient properties to
  effectuate the like-kind exchange contemplated by Article
  hereof, the Seller may, by providing notice to Purchaser at least
  ten (10) days prior to the Closing Date, extend Closing for an
  additional thirty (30) days, provided however, in no event shall
  the Closing Date be later than forty-five (45) days after the end
  of the Inspection Period unless a different date is determined by
  the mutual agreement of Seller and Purchaser.  If Seller elects
  to extend the Closing, Purchaser may at its option proceed to
  close the transaction contemplated by that certain Purchase and
  Sale Agreement of even date herewith between Purchaser and
  Parkway Portfolio I, LLC (the "Belvedere Agreement").
  
  3.3   Closing Costs.
  
  (a)              Seller's Payments.  Seller shall pay the cost
  and expenses, if any, of (i) the title search and title insurance
  commitment; (ii) fees for recording the deed conveying the Real
  Property, including any stamp, documentary or transfer taxes;
  (iii) the surveys; (iv) the premium for a single Owner's standard
  form title policy in the aggregate amount of $53,250,000 which
  shall cover the Real Property and the "Real Property" under the
  Belvedere Agreement (but not for any modifications, endorsements
  or deletions with respect thereto, including without limitation,
  survey endorsements) not to exceed $155,913.50; and (v) one-half
  of any escrow fees charged by Title Company.
  
  (b)              Purchaser's Payments.  Purchaser shall pay and
  the cost and expenses of: (i) any endorsements, modifications or
  deletions to the title insurance policies (including, without
  limitation, deletion of the survey exception); and (ii) one-half
  of any escrow fees charged by title company.
  
  (c)              Other Costs.  Each party will pay all its own
  expenses incurred in connection with this Agreement and the
  transactions contemplated hereby, including, without limitation
  (i) all costs and expenses stated herein to be borne by a party,
  and (ii) all of their respective consulting, accounting, legal
  and appraisal fees.
  
  3.4   Prorations.  The following
  prorations shall be made effective as of the Closing Date and, to
  the extent possible, shall be made tentatively at Closing:
  
  (a)              Proration Date.  All prorations shall be made as
  of 12:01 a.m., according to the time zone in which the Assets are
  located, on the Closing Date, and, subject to the provisions of
  Section , as if Purchaser were vested with title to the Assets
  during the entire Closing Date.
  
  (b)              Rents.  All rents under the Leases for the month
  in which Closing occurs which are actually received by Seller
  shall be prorated as of the Closing Date.  All advance payments
  of rents, other than for the month in which Closing occurs, and
  all Deposits shall be paid by Seller to the Purchaser at Closing.
  Delinquent rents and additional rents owed for the month during
  which Closing occurs (for the pro rata period of Seller's
  ownership of such Property) or prior to the month during which
  the Closing takes place shall remain the property of Seller, and
  Purchaser, without cost to Purchaser, shall use reasonable
  efforts (not to include commencing any eviction action or other
  litigation to collect such delinquency) to collect such
  delinquent rents and additional rents for the benefit of Seller
  after Closing and shall cooperate with Seller in the collection
  of any such delinquent rents and additional rents, but shall not
  be obligated to collect any such delinquency.  Seller shall
  retain the right to pursue all remedies (excluding eviction of
  tenants) against tenants from whom Purchaser is unable to collect
  such delinquent rents and additional rents despite diligent
  efforts.  After the Closing, Seller will cause to be paid or
  turned over to Purchaser all rents, if any, received by Seller
  after Closing and attributable to any period following the
  Closing.  All rent received by Purchaser after the Closing Date
  shall be applied first to current rentals and then to delinquent
  rentals in the inverse order of maturity.  Purchaser shall cause
  to be paid or turned over to Seller all rents received by
  Purchaser after Closing and attributable to any period prior to
  Closing, subject to the provisions of the immediately preceding
  sentence.
  
  (c)              Deposits.  After the Closing, Purchaser will
  assume full responsibility for all  Deposits which are itemized
  by Seller and credited to Purchaser at the Closing.
  
  (d)              Taxes.  Ad Valorem and personal property taxes
  and assessments against the Assets for the year of Closing,
  including, without limitation, assessments associated with
  declaration of covenants and association dues, if any, 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.  Provided, however, Seller shall
  not be required to make payments to Purchaser for any tax
  proration to the extent such payment is payable by or chargeable
  to tenants.  Subject to any applicable proration, all such taxes
  and assessments which are due and payable on or before the
  Closing Date shall be paid in full by Seller prior to Closing.
  
  (e)              Utilities.  Charges for utilities serving the
  Assets shall be determined as of the day preceding the Closing
  Date.  Final readings and final billings for utilities will be
  made if possible as of the day preceding Closing, in which event
  no proration will be made at Closing with respect to utility
  bills.  If final readings and final billings for utilities are
  not possible, the parties shall prorate the utility bills based
  on the most recent prior months' utility bills, and upon receipt
  of the actual utility bills which include the Closing Date and to
  the extent that the amounts so apportioned at Closing differ,
  Seller and Purchaser shall make all necessary adjustments by
  appropriate payments between themselves following Closing. All
  utility deposits of Seller shall belong to Seller.
  
  (f)              Contract Charges.  Charges with respect to
  service 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.  To the extent
  not reflected in the closing statements evidencing the
  Transaction, Purchaser and Seller agree to adjust between
  themselves outside of Closing any amounts which are the
  responsibility of the other party pursuant to this subsection.
  
  (g)              Miscellaneous Operating Income and Expense.
  Except as otherwise provided herein, all other income or
  operating expenses relating to the Assets will be prorated at the
  Closing, effective as of the date of Closing.
  
  (h)              Leasing Costs.  Seller shall be responsible for
  paying all costs, including, without limitation, tenant
  improvements and leasing commissions associated with any new
  lease, or any expansion, modification or renewal of any existing
  Lease, executed by Seller or exercised by a tenant prior to the
  Effective Date.  If Purchaser acquires the Assets, Purchaser
  shall be responsible for paying all costs (including, without
  limitation, leasing commissions and tenant improvements costs)
  associated with all leases or lease expansions, modifications or
  renewals executed after the Effective Date to which Purchaser has
  consented or has been deemed to consent or associated with any
  lease expansion or renewal occurring after the Effective Date
  pursuant to the existing provisions of the applicable Lease.
  Seller shall receive a credit at Closing for any such costs
  previously paid by Seller which are obligations of Purchaser
  hereunder.  If, for any reason, Purchaser does not purchase the
  Assets, Purchaser shall not be responsible or liable to any
  entity with respect to any such costs or leasing commissions.
  
  (i)              Tenant Additional Rents.  Seller and Purchaser
  acknowledge that certain tenants of the Buildings may owe
  payments after the Closing, attributable to percentage rentals,
  expense escalation reimbursements, operating expense pass-
  throughs, and common area maintenance reimbursements.  The
  parties further agree to prorate any such payments, effective as
  of the date of the Closing, as they are received by Purchaser
  after the Closing.
       The agreements with respect to prorations in this Section
  shall survive Closing.  Final settlement of all prorated items,
  except real estate taxes if final determination thereof is not
  possible, delinquent rentals if collected, and tenant additional
  rents, shall occur on or before 60 days after the Closing Date,
  or on the next business day if the 60th 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.
  
                          4         ARTICLE
  
                            TITLE MATTERS
  
  4.1 Title Report/Commitment for Title Insurance.  Seller hereby
  instructs Title Company to prepare and deliver to Purchaser,
  Seller and the surveyors described below, at Seller's expense, as
  soon as possible after the Effective Date an "aggregate" title
  commitment issued by Title Company together with legible copies
  of all referenced exceptions (the "Title Commitment") covering
  the Parcels and the "Parcels" as defined in the Belvedere
  Agreement (the "Belvedere Parcels"), showing all matters
  affecting title to the Parcels and binding Title Company to issue
  to Purchaser at Closing an owner's policy of title insurance on a
  standard non-residential Texas form of policy in the full amount
  of the Purchase Price and the "Purchase Price" under the
  Belvedere Agreement pursuant to Section  hereof.  Seller and
  Purchaser further instruct Title Company to deliver to such
  parties copies of all instruments referenced in Schedule B,
  Section II of the Title Commitment.
  
  4.2  Surveys.  Seller shall, within two (2)
  business days of the Effective Date, order surveys or updates to
  surveys to be delivered to Seller, Purchaser and Title Company.
  Such surveys shall be land title surveys of the Land and of the
  Improvements situated thereon dated no earlier than January 1,
  1998, situated thereon (the "Surveys"), each prepared by a
  surveyor licensed by the State in which the Assets are located
  and certified to Purchaser, Seller and Title Company and such
  other parties as Purchaser may designate by such surveyors.
  Seller shall use diligent efforts to cause the surveys to be
  delivered no later than ten (10) business days after the
  Effective Date.
  
  4.3  Title Defects.  Within seven (7)
  days after receipt of the later of the Title Commitment and the
  Survey, Purchaser shall notify Seller in writing ("Purchaser's
  Notice") of any title matters to which Purchaser objects (the
  "Title Defects").  Any matter disclosed in the Title Commitment
  or Survey and not objected to by Purchaser or subsequently waived
  by Purchaser shall be deemed a permitted exception  ("Permitted
  Exception").  Seller shall notify Purchaser of Seller's decision
  not to cure any Title Defect within five (5) days after receipt
  of Purchaser's Notice; provided, however, Seller shall remove all
  monetary liens, if any.  Seller's failure to respond shall be
  deemed a decision by Seller not to cure any Title Defect.
  Within five (5) days of Seller's election not to cure certain
  Title Defects, Purchaser may elect to waive such Title Defects or
  terminate this Agreement in which event Seller shall be entitled
  to the Escrow Deposit and all interest accrued thereon.
  Purchaser's failure to respond shall be deemed a decision by
  Purchaser to waive the Title Defects to which Seller decides not
  to cure.  If the Title Defects, that Seller elected to cure, are
  not cured by Seller or waived by Purchaser on or before the
  Closing Date then Purchaser may (i) elect to waive the uncured
  Title Defects, or (ii) terminate this Agreement in which event
  Purchaser shall be entitled to receive the Escrow Deposit and all
  interest accrued thereon.  Without regard to the foregoing, in
  the event of an act or omission of Seller which has a material
  adverse effect on title to the Parcels after the effective date
  of the Title Commitment, Purchaser may terminate this Agreement
  and receive the Escrow Deposit and all interest accrued thereon.
  
  4.4  Title Insurance.  At Closing,
  Seller and Purchaser shall instruct Title Company to issue a
  final update to the Title Commitment in which the "GAP" exception
  has been deleted, binding Title Company to issue to Purchaser an
  "aggregate" owner's policy of title insurance (the "Title
  Policy") covering the Parcels in the full amount of the Purchase
  Price and the "Purchase Price" under the Belvedere Agreement.
  The Title Policy shall be Texas standard form owner's policy of
  title insurance subject only to: (a) current non-delinquent real
  estate taxes and assessments; (b) Permitted Exceptions; (c) title
  exceptions caused by acts or omissions of Purchaser; and (d) with
  Schedule B, Item 1 marked "none of record" or reflecting only
  those restrictive covenants which are Permitted Exceptions,
  Schedule B, Item 5 limited to the year in which Closing occurs
  and subsequent years, Schedule B, Item 6 deleted, and with none
  of the matters on Exhibit "C" listed as exceptions, and with
  Schedule B, Item 2 amended to read "shortages in area only" upon
  Purchaser's payment of a 15% additional premium.
  
  4.5  "Aggregate" Title Policy Policy.  
  Purchaser acknowledges that certain cost savings will
  result from the issuance by the Title Company of one (1) multi-
  property title insurance policy covering both the Real Property
  to transferred pursuant to this Agreement and certain real
  property to be purchased from Seller (or related entities)
  pursuant to the Belvedere Agreement.  Accordingly, if Seller
  extends the Closing hereunder and Purchaser elects to proceed to
  close the Belvedere Agreement, Purchaser hereby agrees that
  Purchaser and Seller will at Closing instruct the Title Company
  that, notwithstanding closing of the Belvedere Agreement, the
  Title Company shall have no obligation to deliver the Title
  Policy prior to the day that is the business day after Closing of
  both agreements and which precedes the expiration date of the
  Title Commitment (the "Expiration Date"). Should the acquisition
  of the Parcels fail to close on or before the Expiration Date,
  Purchaser and Seller shall in good faith request a one time re-
  issuance of the Title Commitment extending the expiration of the
  Title Commitment for an additional sixty (60) day period (the
  "Extended Expiration Date").  In the event such request is
  rejected by the Title Company, Seller and Purchaser shall
  instruct the Title Company to deliver the Title Policy to
  Purchaser no later than the Expiration Date.  If the request for
  the re-issuance of the Title Commitment is granted, then the
  Title Company shall be instructed to deliver the Title Policy to
  Purchaser on that day that is the earlier to occur of (i) the
  closing of the acquisition under the Belvedere Agreement or (ii)
  the Extended Expiration Date.
  
                          5         ARTICLE
  
                        INFORMATION SCHEDULES
  
  5.1  Information Schedules.
  Seller has delivered or will deliver within two (2) business days
  after the Effective Date, or make available for inspection by
  Purchaser, without representation or warranty of any type other
  than as expressly provided in Section  hereof, copies of all
  schedules and documents referred to in this Agreement
  ("Information Schedules"), including the following schedules and
  other information described below:
  
  (a)             Leases.  True and complete copies, of all Leases
  listed on the rent roll and all amendments and modifications to
  all Leases.  Seller will make the tenant files relating to the
  Leases available for inspection by Purchaser at either the
  Buildings or its local property manager's office, to the extent
  such are in Seller's or its agent's possession.
  
  (b)              Contracts.  Copies of all written service,
  maintenance, management and other agreements, equipment leases,
  contracts and arrangements relating or pertaining to the Assets
  (collectively "Contracts") which are identified on the Contracts
  Schedule which is attached hereto as Exhibit .
  
  (c)              Permits.  Copies of all current business or
  other licenses, permits, certificates of occupancy,
  authorizations and other evidences of consent relating to or
  affecting the Assets (collectively "Permits") of or from any
  governmental authority, which are in Seller or its agents'
  possession.
  
  (d)              Property Taxes/Utility Bills.  Copies of the tax
  statements and bills (both real estate and personal property
  taxes) and all utility statements and bills with respect to the
  Assets for all prior years which are in Seller's possession.
  
  (e)              Warranties.  Copies of all material third party
  warranties and guaranties, including any warranties relating to
  equipment, structures, roof, landscaping, parking lot or parking
  lot surfaces, if any, which are in effect with respect to or
  which benefit any portion of the Assets.
  
  (f)              Operating Statements.  As soon as available,
  copies of all operating statements for the Assets for the  period
  beginning upon Seller's acquisition of the applicable Parcel
  through March 31, 1998 and all prior operating statements of the
  previous owners of the Parcels which are in Seller's possession.
  
  (g)              Plans.  Copies of all construction plans,
  specifications, diagrams and schematics of the Real Property and
  Improvements in Seller's possession or control will be made
  available to Purchaser at the location of the Assets.
  
  (h)             Third Party Reports.  Copies of any
  environmental, structural or mechanical reports, or any
  appraisals in Seller's possession.
  
  (i)             Zoning Letters.  Copies of any letters obtained
  by Seller upon its acquisition of the Parcels from governmental
  authorities regarding local zoning requirements.
  
       Notwithstanding the fact that Seller is furnishing all such
  information, Purchaser acknowledges and agrees that Seller makes
  no representation or warranty, express or implied, as to the
  accuracy or completeness of any of such information, reports,
  plans, statements or appraisals and is providing them to
  Purchaser solely as an accommodation to Purchaser.  Provided,
  however, this disclaimer of representation and warranties shall
  not alter or otherwise diminish in any manner the express
  representations and warranties of Seller set forth under Section.
  
                            6    ARTICLE
  
                             INSPECTION
  6.1  Inspection Period.  During
  the period beginning upon the Effective Date and ending at 5:00
  p.m., central time, May 18, 1998 (such period of time hereinafter
  referred to as the "Inspection Period"), Purchaser and/or its
  attorneys, consultants or employees ("Authorized
  Representatives") shall have the right to: (i) make a physical
  inspection of the Assets subject to the rights of tenants, (ii)
  examine the financial and operating books and records relating to
  the Assets maintained by or for the benefit of Seller, (iii)
  interview tenants of the Improvements, and (iv) conduct such non-
  destructive physical engineering, feasibility and other studies
  and tests on or of the Assets as Purchaser considers to be
  appropriate.  Subject to Seller's prior written approval of the
  scope and nature of any Phase 2 environmental site assessment,
  Purchaser may conduct a Phase 2 environmental site assessment of
  the Assets if recommended by Purchaser's environmental
  consultant.  Purchaser and/or Purchaser's Authorized
  Representatives may also copy any documents referred to or
  described in the Information Schedules but not required to be
  provided to Purchaser as part of any such schedule.
  Notwithstanding the foregoing, Purchaser hereby agrees to use
  commercially reasonably efforts not to unreasonably interfere
  with Seller's operations at the Improvements or interfere with
  any tenant's operations at the Improvements, and the scheduling
  of any inspections, interviews, and/or testing shall take into
  account the timing and availability of access to tenant's
  premises, subject to and in accordance with tenants' rights under
  the Leases or as tenants may otherwise agree.  Purchaser shall at
  all times conduct such due diligence in  compliance with
  applicable laws and the terms of any leases of the Improvements,
  and in a manner so as to not cause undue damage, loss, cost or
  expense to Seller, the Improvements or the tenants of the
  Improvements, and Purchaser shall promptly restore the
  Improvements to their condition immediately preceding such
  inspections and examinations and shall keep the Improvements free
  and clear of any mechanic's liens or materialmen's liens in
  connection with such inspections and investigations.  Seller
  shall have the right, at its option, to cause a representative of
  Seller to be present at all such inspections, reviews and
  examinations.  Purchaser shall keep all information or data
  received or discovered in connection with such due diligence (the
  "Confidential Information") strictly confidential; provided,
  however, Purchaser may disclose such Confidential Information if
  required by law and to Authorized Representatives. Purchaser
  shall indemnify, protect, defend and hold Seller harmless from
  and against any obligation, liability, claim (including any claim
  for damage to property or injury to or death of any persons),
  lien or encumbrance, loss, damage, cost or expense, including
  attorney's fees, in any way caused by the inspections or
  examinations of the Assets by Purchaser or its authorized
  representatives.  The foregoing indemnification shall survive the
  Closing or the termination of this Agreement for any reason.
  
  6.2              Right of Termination  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 and Title Company on or before the
  expiration of the Inspection Period and Title Company shall
  immediately deliver to Seller the Initial Escrow Deposit and any
  interest thereon.  In the event the Transaction does not close
  for any reason, Purchaser shall deliver to Seller all materials,
  studies or documents received from third parties or from Seller
  relating to the Assets and copies of tests and studies received
  by Seller from third parties relating to the physical condition
  of the Assets, without representation or warranty of any type.
   
                         7         ARTICLE
  
                   REPRESENTATIONS AND WARRANTIES
  
  7.1  Purchaser's Representations and Warranties.  Purchaser makes the
  following representations and warranties, as of the date of
  execution of this Agreement, which shall survive Closing and
  conveyance of the Assets to Purchaser:
  
  (a)              Authority.  Purchaser is a corporation, duly
  formed, organized, existing and in good standing under the laws
  of the State of Alabama; 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 person executing this Agreement
  and the other documents required hereunder is the duly designated
  officer of Purchaser and is authorized to do so.
  
  (b)              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.
  
  (c)              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.
  
  (d)             "AS IS, WHERE IS".  PURCHASER HEREBY EXPRESSLY
  ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL INSPECT
  AND EXAMINE THE ASSETS TO THE EXTENT DEEMED NECESSARY BY
  PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE
  OF THE ASSETS.  PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE
  PURCHASER OF REAL ESTATE AND OFFICE DEVELOPMENTS AND THAT, EXCEPT
  AS SET FORTH IN SECTION  OR THE DOCUMENTS DELIVERED PURSUANT TO
  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 ASSETS,
  INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
  CONDITIONS THEREOF, AND IS RELYING OR WILL RELY UPON SAME, AND
  SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT
  LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS.
  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
  ACQUIRING THE ASSETS ON AN "AS IS, WHERE IS, WITH ALL FAULTS"
  BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS
  OR IMPLIED, OF ANY KIND OR NATURE OTHER THAN THOSE SET FORTH
  HEREIN AND IN THE DOCUMENTS OF TRANSFER RELATING TO THIS
  TRANSACTION.  THE PROVISIONS OF THIS SECTION SHALL BE CONTAINED
  IN THE DEED TO BE DELIVERED TO PURCHASER AT CLOSING AND SHALL
  SURVIVE CLOSING AND THE FUTURE TRANSFER OF ANY OR ALL OF THE
  ASSETS BY PURCHASER.
  
       Initialed by:
  
  
       Seller              Purchaser
  
  7.2  Seller's Representations and Warranties.
  Seller makes the following representations and warranties, as of the date of
  execution of this Agreement, which shall survive Closing (to the
  extent set forth in Section ) and conveyance of the Assets to
  Purchaser:
  
  (a)              Authority. Seller is a limited partnership, duly
  formed, organized, existing and in good standing under the laws
  of the State of Delaware.  Seller is currently registered as a
  foreign limited partnership with the Texas Secretary of State.
  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.  The
  persons executing this Agreement and the other documents required
  hereunder are the duly designated representatives of Seller and
  are authorized to do so.
  
  (b)             Litigation.  There are no actions, suits or
  proceedings pending or, to Seller's actual knowledge, threatened
  against, by or affecting Seller which affect title to the Assets
  or which question the validity or enforceability of this
  Agreement or of any action taken by Seller under this Agreement,
  in any court or before any governmental authority, domestic or
  foreign.
  
  (c)              Indefeasible Title.  At the Effective Date and
  as of Closing, Seller will own the Personal Property free and
  clear of all liens, claims, encumbrances, and rights of others,
  except for the Permitted Exceptions and the leased or financed
  equipment disclosed pursuant to the Information Schedules, 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.
  
  (d)              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.
  
  (e)              Condemnation.  Seller has received no written
  notice of any condemnation proceedings relating to the Property.
  
  (f)             Governmental Notice.  To Seller's actual
  knowledge, Seller has received no written notice from any
  governmental entity and has no actual knowledge of any violations
  or potential violation of any zoning, building, health,
  environmental or other laws, codes or ordinances, regulations,
  orders or requirements of any city, county, state or other
  governmental authority having jurisdiction thereof.
  
  (g)              Rent Roll.  To Seller's actual knowledge, the
  Rent Roll, Delinquency Reports (if attached), Security Deposit
  Schedule and Commissions Schedule are each attached hereto as
  part of Exhibit  and are accurate in all material respects.
  
  (h)             Leases.  To Seller's actual knowledge, the Leases
  scheduled and identified on the Rent Roll attached hereto are the
  only leases or other agreements for use, occupancy or possession
  presently in force with respect to all or any portion of the
  Assets.
  
  (i)             Estoppel Representation.  To Seller's actual
  knowledge, the Leases scheduled and identified on the Rent Roll
  are all presently in full force and effect, have not been
  modified, supplemented or amended except as set forth on the Rent
  Roll, and are the entire agreement between Seller and the
  "lessees" or "tenants" thereunder; Seller has fully and
  completely performed all of the duties and obligations of the
  "lessor" or "landlord" under the Leases arising on or before the
  date hereof, there are no obligations of the "lessor" or
  "landlord" under any of the Leases to make or to pay for any
  improvements, alterations or additions to the premises covered
  thereby except as indicated in the Leases; there are no defaults
  by the "lessees" or "tenants" under any of the Leases; there are
  no rentals which have been paid under any of the Leases more than
  one (1) month in advance except as indicated on the Rent Roll;
  except as indicated in the Leases there are no rent concessions
  or offsets with respect to any of the Leases; except as indicated
  in the Leases there are no options in favor of the "lessees" or
  "tenants" under any of the Leases to purchase all or any portion
  of the Property, except as indicated in the Leases, there are no
  options in favor of the "lessees" or "tenants" to renew or extend
  the term of any of the Leases.  This representation shall
  terminate and be of no further force or effect as to each Lease
  upon the delivery to Purchaser of a Tenant's Estoppel Certificate
  in the form attached hereto without any material modification
  thereto so long as such estoppel certificate is consistent with
  the substance of this representation and the terms of such
  Tenant's Lease.
  
  (j)              Contract Schedule.  To Seller's actual
  knowledge, the Contract Schedule sets forth all Contracts
  pertaining to the Assets.  Seller shall cause any property
  management agreements applicable to the Parcels to be terminated
  as of the Closing.
  
  (k)             Environmental Matters.  For the purpose of this
  Agreement, the term "Hazardous Materials" shall mean (i) each and
  every substance included within the term "hazardous substance" or
  "hazardous waste" as defined in any one or more of the
  Comprehensive Environmental Response, Compensation, and Liability
  Act of 1980, 42 U.S.C.A. Section 9601 et seq. (as heretofore
  amended), the Hazardous Materials Transportation Act of 1975, 49
  U.S.C.A. Section 1801 et seq. (as heretofore amended), the
  Resource Conservation and Recovery Act of 1976, 42 U.S.C.A.
  Section 6901 et seq. (as heretofore amended) and any other
  federal, state or local environmental laws or regulations now or
  hereafter enacted; (ii) all substances to which the rules and
  regulations promulgated by any Federal or state agency pursuant
  to any one or more of said statutes applies; and (iii) any and
  all petroleum products and petroleum derivatives.  Seller
  represents unto Purchaser that the following  matters are true as
  of the date of execution of this Agreement by Seller, and shall
  survive Closing and not merge into any documents delivered at
  Closing:
  
             (i)              Seller has no actual knowledge of any (i)
  currently existing violations of federal, state, county or
  municipal environmental laws in respect to the Parcels, 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;
  
             (ii)             Seller has no actual knowledge of any underground
  storage tanks ("USTs") located on or below the Land;
  
                          8     ARTICLE
  
                              COVENANTS
  8.1              Covenants of Seller  Covenants of Seller.
  Seller covenants and agrees with Purchaser as follows:
  
  (a)              Access.  Subject to the terms and conditions of
  Section , during normal business hours prior to 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.  Prior to Closing, Seller will furnish Purchaser
  with such additional financial and operating data and other
  information reasonably available to Seller as may be reasonably
  necessary for Purchaser to thoroughly evaluate the Assets,
  including, without limitation, updated rent rolls, commissions
  schedule, operating statements and contract information.
  
  (b)             Operation of Assets Prior to Closing.  Prior to
  Closing, Seller shall:  (i) not cancel or permit cancellation of
  any hazard or liability insurance carried with respect to the
  Assets; (ii) operate the Assets on a basis consistent with
  historical operations including, without limitation, undertaking
  all reasonably  required ordinary maintenance and repair of the
  Improvements (but not including any capital or extraordinary
  expenditures) or (iii) undertake any required tenant improvements
  relating to new or renewal leases in compliance with the Leases
  and subject to reimbursement by Purchaser at Closing in
  accordance with the terms hereof.  Prior to Closing, Seller will
  not, without the prior written consent of Purchaser, amend,
  renew, extend modify or terminate any Contract.  Provided, in the
  event Seller provides Purchaser with any proposed Contract, and
  Purchaser does not object to the terms thereof within five (5)
  business days, Purchaser shall be deemed to have approved such
  Contract and agreed to assume Seller's obligations thereunder at
  Closing.  With respect to Contracts in effect on the Effective
  Date, Seller shall, to the extent cancellable, cancel any
  Contracts upon Purchaser's written request prior to Closing.  In
  addition, Seller shall terminate any Contracts which may not be
  assumed pursuant to the terms thereof.  Contracts terminated
  pursuant to this section shall be referred to herein as the
  "Terminated Contracts".
  
  (c)              Payments.  Subject to Section ,  Seller will
  cause to be paid when due or shall be responsible for all trade
  accounts and costs and expenses of operation and ordinary
  maintenance of the Assets incurred to the Closing Date.
  
  (d)              Cooperation.  Seller will reasonably assist and
  cooperate with any environmental evaluation, study or audit of
  the Assets prepared by, for or at the request of Purchaser.
  
  (e)              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.
  
  (f)              Estoppel Certificates. Seller shall use
  reasonable efforts to deliver estoppel certificates in material
  conformance with the form attached hereto as Exhibit -1 from all
  Tenants and shall provide a Seller estoppel certificate in the
  form attached hereto as Exhibit -2 for each tenant not providing
  an estoppel certificate.  Upon receipt of an estoppel certificate
  from a tenant, any previously delivered Seller estoppel
  certificate relating to such tenant shall be of no further force
  or effect if materially consistent with such tenant estoppel.
  Notwithstanding anything in this Agreement to the contrary, in
  the event Seller fails to deliver, prior to Closing, Tenant
  estoppel certificates regarding at least seventy-five percent
  (75%) of the tenants in each Building and every Tenant leasing
  5,000 square feet or more, which are consistent with the Rent
  Roll, the terms of such Tenant's Lease and do not indicate any
  material default of any party to said Lease, Purchaser may
  terminate this Agreement.
  
  (g)             State of Repair.  In the event Purchaser
  identifies any material defect in the Improvements within ten
  (10) business days following the Effective Date, Purchaser shall
  have the right to notify Seller of the same, and in such event,
  Seller shall notify Purchaser within five (5) business days
  following such notice that it either (a) elects to cure such
  defect, in which event Seller shall proceed to cure the same
  prior to the Closing Date, and it shall be a condition of
  Purchaser's obligations hereunder that such defect be cured to
  Purchaser's reasonable satisfaction; (b) elects to credit
  Purchaser at Closing with the cost of correcting such material
  defect, as reasonably estimated by Seller and Purchaser, or (iii)
  does not elect to cure such material defect or credit Purchaser
  at Closing with the cost of correcting the same.  In the event
  Seller notifies Purchaser that it elects to cure any such
  material defect and such defect has not been cured by the Closing
  Date, or if Seller notifies Purchaser that it does not elect to
  cure such defect or credit Purchaser with the cost therefor,
  Purchaser shall have the right to terminate this Agreement.  For
  purposes hereof, a "material" defect shall be any defects or need
  for repairs, restoration, treatment or completion during the
  current twelve (12) month period following Closing the cost of
  correcting such defect exceeds $1,000,000 in the aggregate.
  
  (h)              Leasing.  Seller (and/or Seller's agents), in
  consultation with Purchaser, shall continue in good faith to
  advance all leasing activities for the Assets including, without
  limitation, new leases, extensions, expansions, renewals or other
  modifications of any Lease.  Notwithstanding any provision herein
  to the contrary, Seller shall not enter into any new lease, or
  any extension, expansion, renewal or modification of any Lease
  unless Purchaser approves the same in its reasonable discretion.
  Seller shall provide Purchaser with notice of any proposed
  modification, termination, extension or new Lease.  Purchaser
  shall have five (5) business days within which to object to such
  proposed Lease.  Any proposed Lease not objected to by Purchaser
  within such five (5) business day period shall be deemed approved
  by Purchaser and shall constitute Purchaser's agreement to pay
  any costs incurred  in connection with such Lease, including,
  without limitation, leasing commissions and tenant improvement
  costs if, and only if, Closing occurs.
  
  8.2   Mutual Release.  SUBJECT TO THE
  EXPRESS INDEMNIFICATION OBLIGATIONS OF EITHER PARTY CONTAINED
  HEREIN OR IN THE DOCUMENTS OF TRANSFER TO BE EXECUTED AT CLOSING,
  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND UPON THE ADVICE OF
  COUNSEL WAIVES AND RELEASES THE OTHER PARTY OF AND FROM ANY
  CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS,
  DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
  INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT A PARTY
  NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF OR IN ANY
  WAY ARISING OUT OF OR IN CONNECTION WITH THE ECONOMIC, PHYSICAL
  OR ENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT
  LIMITATION, ANY LIABILITY PERTAINING TO OR ARISING OUT OF ANY
  ENVIRONMENTAL LAW (ESTABLISHED BY EITHER COURT DECISION OR
  STATUTE), ORDINANCE OR REGULATION.
  
                          9    ARTICLE
  
                         CLOSING MATTERS
  
  9.1              Conditions to Purchaser's Obligations
  The obligations of
  Purchaser to consummate the Transactions contemplated by this
  Agreement are subject to the satisfaction of each of the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser in
  writing at or prior to Closing:
  
  (a)              Satisfaction.  The representations and
  warranties of Seller contained in this Agreement shall have been
  true on the date of this Agreement and on Closing.  Seller shall
  have performed all obligations and complied with all covenants
  required by this Agreement.  All Title Defects, except Permitted
  Exceptions, shall have been cured by Seller or waived by
  Purchaser.
  (b)              No Injunction.  On the Closing Date, there shall
  be no third party injunction, writ, preliminary restraining order
  or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)             Closing Deliveries.  Seller shall have completed
  all the deliveries required to be made by Seller under Section
  of this Agreement.
  
  (d)             Estoppel Certificates.  Purchaser shall have
  received Estoppel Certificates for all tenants of each Building
  pursuant to Section .
  
  9.2              Conditions to Seller's Obligations
  The obligations of Seller to consummate
  the transactions contemplated by this Agreement are subject to
  the satisfaction of each of the following conditions as of the
  Closing Date, except to the extent any such condition is waived
  in whole or in part by Seller in writing at or prior to Closing:
  
  (a)              Satisfaction.  The representations and
  warranties of Purchaser contained in this Agreement shall have
  been true on the date of this Agreement and on Closing.
  Purchaser shall have performed all obligations and complied with
  all covenants required by this Agreement.
  
  (b)              No Injunction.  On the Closing Date, there shall
  be no third party injunction, writ, preliminary restraining order
  or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)             Closing Deliveries.  Purchaser shall have
  completed all the deliveries required to be made by Purchaser
  under Section  of this Agreement.
  
  9.3  Closing Deliveries.  
  At Closing, Seller and Purchaser shall execute and deliver documents
  reasonably necessary to effectuate the Transaction, all of which
  shall be in a form reasonably acceptable to Purchaser and Seller,
  including, but not limited to, the following:
  
  (a)              Special Warranty Deeds.  Special Warranty Deeds
  in form attached hereto as Exhibit  subject only to the
  applicable Permitted Exceptions.
  
  (b)              Assignment and Bill of Sale.  Assignment and
  Assumption Agreements and Bills of Sale in the form attached
  hereto as Exhibit , which shall provide that Purchaser shall
  assume Seller's obligations with respect to all Leases and all
  Contracts other than Terminated Contracts arising from and after
  the Closing Date.
  
  (c)              Purchaser's Affidavit Regarding Inspections.
  Affidavits of Purchaser regarding the completion of its
  inspection and analysis of the Assets in the form attached hereto
  as Exhibit .
  
  (d)              Escrow Agreement.  If requested by Seller, the
  escrow agreement contemplated by Article  hereof.
  
  (e)               Tenant Notice Letters.  Notices to each tenant
  stating that Purchaser has agreed to assume the Seller's
  obligations under the Leases and setting forth the address for
  future rental payments.
  
  (f)              Documents.  Originals, or certified copies 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, (ii) all Contracts and Permits of which Seller is aware
  transferred and assigned to Purchaser, (iii) all "as built"
  plans, specifications, surveys or other documents relating or
  pertaining to the Assets in the possession of Seller
  (collectively "Plans"), including, but not limited to, all
  records relating to repair, renovation and maintenance of the
  Assets; (iv) all notices to tenants relating to this Transaction
  and the receipt of security deposits as necessary or appropriate
  under applicable law; and (v) all other documents referred to in
  the schedules.
  
  (g)              Rent Roll.  A current and updated certified Rent
  Roll.
  
  (h)              FIRPTA.  Affidavit from Seller that Seller is
  not a foreign person as defined in the Foreign Investment in Real
  Property Tax Act of 1980, as amended, in the form attached hereto
  as Exhibit .
  
  (i)             Purchase Price.  Purchaser shall deliver the
  Purchase Price, as adjusted by prorations pursuant to the closing
  statement, in immediately available funds.
  
  (j)              Keys.  All keys and master keys in Seller's
  possession or control  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.
  
  (k)              Evidence of Authority.  Both parties will
  deliver to the Title Company such evidence or documents as may
  reasonably be required by the Title Company or either party
  hereto evidencing the authority of any person or persons who are
  executing any of the documents required hereunder in connection
  with the Transaction.
  
  (l)              Miscellaneous.  Such other documents as may be
  required under other provisions of this Agreement or as may
  reasonably be required by Purchaser to consummate the
  Transaction, so long as such document does not increase either
  party's liability or obligations hereunder, including, but not
  limited to a closing statement, standard title company
  affidavits, bring down certificates regarding representations and
  warranties, and evidence of title clearance matters including pay-
  off letters from any lenders.
  
  9.4  Purchaser's Obligation to Timely Deliver Closing Deliveries.
  Purchaser shall deliver each of its Closing
  Deliveries to Title Company before 11:00 a.m., central time, on
  the Closing Date.  In the event Purchaser fails to do so, and
  provided Seller has delivered each of its Closing Deliveries to
  Title Company by such time, Seller shall have the following
  options: (i) suspend Closing to the next business day, in which
  event the closing statement shall be adjusted accordingly; or
  (ii) suspend Closing to the next business day and Purchaser shall
  deliver additional funds equal to the product of the Purchase
  Price and 8%; divided by 360 and then multiplied by the number of
  calendar days for which Closing was delayed.
  
  9.5   Knowledge as a Defense.
  Seller shall have no liability with respect to a breach of the
  covenants,  representations and warranties of Seller set forth in
  this Agreement or any documents delivered pursuant hereto to the
  extent that Purchaser proceeds with the closing of the
  Transaction contemplated with actual knowledge of such breach or
  such breach was otherwise disclosed to Purchaser in the
  Information Schedules or otherwise.
  
  9.6  Limitations on Liability.
  Notwithstanding anything to the contrary in this
  Agreement and without limitation upon the limitations elsewhere
  in this Agreement but subject to the provisions of Section ;
  under no circumstances, other than any acts or omissions of
  Seller constituting wilful misconduct or fraud, shall Seller be
  liable to Purchaser on account of this Agreement, any covenant,
  representation, warranty, or indemnification obligation herein,
  any document executed in connection with this Agreement or any
  transaction or matter contemplated hereby, in an aggregate amount
  in excess of One Million Five Hundred Thousand Dollars
  ($1,500,000.00), excluding Seller's obligation to remove any
  monetary liens relating to the Assets under Section  and
  excluding obligations relating to retained liabilities under the
  documents of transfer executed at Closing.  In the event of a
  breach of this Agreement by Seller, Purchaser shall not be
  entitled to recover special, incidental or consequential damages;
  provided, however, no limitation contained herein shall have any
  effect or limitation on Purchaser's rights or recoveries in the
  event of acts or omissions based upon Seller's willful misconduct
  or actual fraud.
  
  9.7   Knowledge Standard.  As used
  in this Agreement, "the Seller's actual knowledge" or "to
  Seller's knowledge" or any similar phrase, shall mean the actual
  knowledge of Mitch Mattingly only who is the representative of
  Seller with responsibility for the Assets after discussion with
  Seller's on site property managers; provided, however, that
  nothing in this Agreement shall be deemed to create or impose any
  personal liability of any kind on such individual.
  
  9.8               Closing Contingent on Belvedere and Atrium at
  Bent Tree Closings.  Each party hereto acknowledges and agrees
  that the Closing of this Transaction is contingent upon the
  closing of the Purchaser's acquisition of the Belvedere Building
  and the Atrium at Bent Tree Building pursuant to Belvedere
  Agreement.  Notwithstanding anything herein to the contrary, in
  the event the Belvedere Agreement is terminated under
  circumstances whereby the Purchaser is entitled to a return of
  its escrow deposit pursuant to such agreement, then this
  Agreement shall be terminated and Purchaser shall likewise be
  entitled to a return of the Escrow Deposit hereunder.
  Notwithstanding anything herein to the contrary, in the event the
  Belvedere Agreement is terminated under circumstances whereby the
  Seller is entitled to receive the escrow deposit pursuant to such
  agreement, then this Agreement shall immediately terminate and
  Seller shall be entitled to receive the Escrow Deposit hereunder.
  
                          10         ARTICLE
  
                        DEFAULTS AND REMEDIES
  10.1  Damages Against Purchaser.  
  If Purchaser defaults under any provision of this
  Agreement and Closing does not occur, then Seller shall be
  released from all obligations in law or equity to convey the
  Property to Purchaser.  Purchaser and Seller agree that as
  Seller's sole remedy for a default hereunder, by written notice
  to Purchaser and Title Company, Seller shall be entitled to
  terminate this Agreement and be entitled to receive the Escrow
  Deposit plus accrued interest thereon as liquidated damages.
  Purchaser and Seller acknowledge and agree that actual damages
  will be extremely difficult and impractical to ascertain.
  Therefore, the sum represented by the Escrow Deposit plus any
  accrued interest thereon shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Seller's damages
  and shall constitute Seller's sole and exclusive remedy in the
  event this Transaction fails to Close as a result of Purchaser's
  default.  Notwithstanding the foregoing, Purchaser's liability
  under the last sentence of Section  hereof and the last sentence
  of Section  hereof shall remain in full force and effect.
  
  10.2  Damages against Seller.
  In the event that Seller fails to perform all of Seller's
  material obligations under this Agreement and Purchaser performs
  all of its obligations or tenders performance, including the
  obligation to consummate the Transaction, then Purchaser may make
  written demand to Seller for performance of this Agreement.  If
  Seller fails to comply with Purchaser's written demand within
  five (5) 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 its actual out-of-pocket damages
  up to $200,000 in the aggregate.  In all events of termination
  other than as contemplated by Sections  and , Seller shall be
  entitled to the Escrow Deposit.  Seller agrees that 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 specific
  performance, Seller specifically agrees that the remedies of
  specific performance are appropriate remedies for Purchaser, and
  Seller waives and agrees not to assert any claim or defense that
  specific performance is not an appropriate remedy for Purchaser.
  If specific performance is not available, Purchaser will have the
  right to seek, prove and recover its actual out-of-pocket damages
  up to $200,000 in the aggregate for this Agreement.  The parties
  acknowledge and agree that the provisions of this Section  apply
  to breaches by Seller discovered or known to Purchaser prior to
  Closing and that the provisions of Sections  and  apply to
  breaches by Seller discovered post-Closing even if such relates
  to acts or omissions which actually occurred prior to Closing.
  
  
  
       Initialed by:
  
                                _______________
                                ______________
                                Seller
                                Purchaser
  
                          11.1         ARTICLE
  
                            RISK OF LOSS
  
  11.1    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.
  
  11.2  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 force and effect
  provided Seller either: (i) performs any necessary repairs prior
  to Closing, (ii) reduces the cash portion of the Purchase Price
  in an amount equal to the reasonable estimated 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, or (iii) assigns its
  interest in any insurance proceeds to Purchaser together with an
  amount equal to any applicable deductible relating thereto.  In
  the event Seller elects to perform repairs upon the Real
  Property, Seller shall use reasonable efforts to complete such
  repairs promptly and to Purchaser's reasonable satisfaction 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.
  
  11.3    Major Damage.  In the event of a
  "major" loss or damage or if Seller commits to repair any portion
  of the Assets and fails to do so, 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 or
  condemnation award, if any, for such damage, plus payment from
  Seller of the amount of the applicable insurance deductible
  relating thereto.  In such event, Seller shall execute all
  documents reasonably requested by Purchaser to assign Seller's
  rights and interest to such insurance proceeds.
  
  11.4  Definition of Major Loss or Damage.  
  For purposes of Sections  and , "major"
  loss or damage refers to the following:  (i) loss or damage to
  the 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
  $500,000.00, or (ii) any loss or damage due to a condemnation
  which permanently or materially impairs the current or intended
  use of the Assets, or (iii) if any Tenant who occupies more than
  10,000 square feet is permitted to terminate and actually
  terminates its Lease as a result of such loss or damage.
  
                          12         ARTICLE
  
                         GENERAL PROVISIONS
  
  12.1              Brokerage Commission tc "  Brokerage Commission"
  \l 2 .  Seller shall pay any and all brokerage commissions due to
  Davidson Conine and Bradford Company pursuant to a separate
  written agreement.  Purchaser shall pay an additional amount of
  $20,000 to Bradford Company in reimbursement for certain costs
  incurred by Bradford Company in connection with this transaction.
  If the purchase and sale hereunder does not close for any reason,
  including default by either Seller or Purchaser, then no
  commission or reimbursement 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.
  
  12.2  Confidentiality.  Unless Seller
  otherwise agrees in writing, Purchaser agrees that all
  proprietary information regarding the Improvements of whatsoever
  nature made available to it by Seller or Seller's agents or
  representatives or developed by Purchaser, is confidential and
  shall not be disclosed to any other person except those assisting
  Purchaser with this Transaction, or Purchaser's lender, if any.
  The provisions of the foregoing sentence shall not apply to any
  information which is otherwise available to the public or which
  has been obtained from sources that are not subject to a similar
  confidentiality restriction or to disclosures as required by law.
  Further, Purchaser agrees not to use any Confidential Information
  (as defined in Section ) for any purpose other than to determine
  whether to proceed with the Transaction contemplated by this
  Agreement.  Upon Closing, all such Confidential Information shall
  be the sole and exclusive property of Purchaser and not subject
  in any manner to this confidentiality restriction.   Provided,
  however, in the event the Transaction contemplated by this
  Agreement does not close for any reason, the provisions of this
  Section  shall survive the termination of this Agreement for a
  period of two years.
  
  12.3  Entire Agreement.  This
  Agreement, together with all exhibits or schedules either
  attached or delivered pursuant hereto and other agreements
  expressly referred to herein, constitutes the entire agreement
  between the parties with respect to the purchase and sale of the
  Assets.  All prior to or contemporaneous agreements,
  understandings, representations, warranties and statements, oral
  or written, are superseded.
  
  12.4   Further Assurances.  The
  parties agree to take such further action and execute such
  documents and instruments as may be reasonably required in order
  to more effectively carry out the terms of this Agreement and the
  intentions of the parties.
  
  12.5  Modification, Waiver.
  Except as expressly contemplated herein, no modification, waiver,
  supplement or discharge of this Agreement shall be valid unless
  the same is in writing and signed by the party against whom the
  enforcement thereof is or may be sought.  No waiver of a breach
  of any of the terms, covenants or conditions of this Agreement by
  either party shall be construed or held to be a waiver of any
  succeeding or preceding breach of the same or any other term,
  covenant or condition herein contained.  No waiver of any default
  by either party hereunder shall be implied from any omissions by
  either party to take any action on account of such default if
  such default persists or is repeated, and no express waiver shall
  affect a default other than as specified in such waiver.
  
  12.6   Severability.  If any term,
  provision, covenant or condition of this Agreement is held to be
  invalid, void or otherwise unenforceable to any extent by any
  court of competent jurisdiction, the remainder of this Agreement
  shall not be affected thereby, and each term, provision, covenant
  or condition of this Agreement shall be valid and enforceable to
  the fullest extent permitted by law.
  
  12.7    Successors.  Subject to the
  restriction on assignment provided herein, all terms of this
  Agreement shall be binding upon, inure to the benefit of, and be
  enforceable by the parties hereto and their respective heirs,
  legal representatives, successors and assigns.
  
  12.8   Assignment.  Purchaser may assign
  its rights under this Agreement to a wholly owned subsidiary of
  Purchaser or affiliate of Purchaser or to a limited partnership
  or LLC controlled by either Purchaser or its wholly owned
  subsidiary without Seller's consent; provided, however, no such
  assignment shall relieve Purchaser of its obligations hereunder
  and the assignee must sign an assumption agreement in form
  reasonably acceptable to Seller.  Except as contemplated by the
  preceding sentence, Seller and Purchaser shall not assign their
  respective rights, obligations or interest under this Agreement
  without the prior written consent of the other.
  
  12.9  Survival of Representations and Warranties.  All obligations
  hereunder to be performed after Closing, and all warranties and
  representations contained herein, shall survive Closing and the
  delivery of the Special Warranty Deed to Purchaser for a period
  of only 365 days after Closing, at which time such warranties,
  representations and covenants shall terminate.  Provided,
  however, the terms of this Section  shall not be deemed to extend
  the specific period for performance of any obligations to be
  performed hereunder subsequent to Closing.  In order to perfect
  any cause of action resulting from a breach hereof written notice
  of such breach must be delivered prior to the expiration of the
  365 day period and any resulting cause of action must be
  commenced within 485 days after Closing.
  
  12.10   Attorneys' Fees.  If either
  party commences legal proceedings for any relief against the
  other party arising out of this Agreement, the losing party shall
  pay the prevailing party's reasonable attorneys' fees.
  
  12.11   Time.  Time is of the essence with respect
  to this Agreement.
  
  12.12   No Other Inducement.  The
  making, execution and delivery of this Agreement by the parties
  hereto has been induced by no representations, statements,
  warranties or agreements other than those expressed herein.
  
  12.13  Computation of Time Periods.  
  All periods of the time referred to in this Agreement
  shall include all Saturdays, Sundays and state or national
  holidays, unless the period of time specifies business days,
  provided that if the date or last date to perform any act or give
  any notice or approval shall fall on a Saturday, Sunday or state
  or national holiday, such act or notice may be timely performed
  or given on the next succeeding day which is not a Saturday,
  Sunday or state or national holiday.
  
  12.14  Notices.  Any notice, request,
  instruction or other document to be given or furnished under this
  Agreement by either party to the other party or to the Title
  Company shall be in writing and shall be delivered personally or
  shall be sent by facsimile transmission (with a copy sent by
  regular U. S. mail) or registered or certified mail, postage
  prepaid, or by prepaid overnight delivery service, at the address
  or telecopy number in this Section  or to such other address,
  telecopy number of person as either party may designate by
  written notice to the other party.  A notice, request,
  instruction or other documents shall be deemed to be given (a)
  when delivered personally as acknowledged by a receipt, (b) sent
  by facsimile transmission (with a copy sent by regular U. S.
  mail), (c) if sent by certified mail, at the time the delivery is
  indicated on the duly completed United States Postal Service
  return receipt, or (d) if by overnight delivery service, the next
  business day as indicated on the records of or certificates
  provided by the overnight delivery service.
  
       Seller:        Parkway Properties LP
            Attention: Mitch Mattingly
  
  Office Address:     12012 Wickchester, Suite 115
                 Houston, Texas 77079
  
  Telephone Number:   (281) 597-9475
  Telecopy Number:    (281) 597-9575
  
  with a copy to:     Forman, Perry, Watkins, Krutz & Tardy, PLLC
                 Attention: Steven M. Hendrix
  
  Office Address:     188 E. Capitol Street, Suite 1200
                 Jackson, Mississippi  39225-2608
  
  Telephone Number:   (601) 960-8603
  Telecopy Number:    (601) 960-8609
  
            Purchaser:          Triad Properties Corporation
                 Attention: Mr. William Stroud
  
  Office Address:     200 Clinton Avenue, W., Suite 1001
                 Huntsville, Alabama 35801
  
  Telephone Number:   (205) 551-1000
  Telecopy Number:    (205) 539-5500
  
  with copy to:       Kilpatrick Stockton LLP
                           Attention: Nancy Gilreath
  
  Office Address:     1100 Peachtree Street, N.E.
                 Atlanta, Georgia 30309
  
  Telephone Number:   (404) 851-6565
  Telecopy Number:    (404) 851-6555
  
  12.15   Headings.  The captions and paragraph
  headings used in this Agreement are inserted for convenience of
  reference only and are not intended to define, limit or affect
  the interpretation or construction of any term or provision
  hereof.
  
  12.16   Exhibits.  All schedules or exhibits
  referred to herein or attached hereto are incorporated herein by
  this reference.
  
  12.17   Counterparts.  This Agreement may
  be executed in multiple copies, each of which shall be deemed an
  original, but all of which shall constitute one Agreement binding
  on all parties.
  
  12.18   Governing Law.  This Agreement
  shall be governed, construed and enforced in accordance with the
  laws of the State of Texas.
  
  12.19   Effective Date.  The date of
  delivery to Title Company of a fully executed counterpart of this
  Agreement, as evidenced by Title Company's notation in the space
  set forth below, shall be deemed the effective date of this
  Agreement (the "Effective Date").
  
                          13         ARTICLE
  
                          LIKEKIND EXCHANGE
  
  13.1    LikeKind Exchange.  Seller
  may convey the Parcels or any portion thereof or interest therein
  as part of one or more Internal Revenue Code Section 1031 Tax
  Deferred Exchanges for its benefit.  In such event, Seller shall
  have the right to assign all contract rights and obligations
  hereunder to a qualified intermediary, or to cause the proceeds
  of the sale of the Real Property to be placed into a qualified
  escrow account as a part of, and in furtherance of, such tax
  deferred exchange.  Purchaser agrees to assist and cooperate in
  any such exchange, and Purchaser further agrees to execute any
  and all documents as are reasonably necessary in connection with
  any such exchange.  Purchaser shall not be obligated to incur any
  cost or expense in connection with any such exchange, other than
  that which Purchaser elects to incur to have its counsel review
  the documents and instruments incident thereto.  As part of any
  such exchange, Seller shall convey the real property described
  herein directly to Purchaser and Purchaser shall not be obligated
  to acquire or convey any other property as part of any such
  exchange.
  
       IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                                SELLER:
  
                                                         PARKWAY
                                PROPERTIES LP
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  
  Executed by Seller, this
                                     By:___________________________
                                     _______
  ____ day of April, 1998            .
                                     Name:_________________________
                                     ______
  
  Title:________________________
                                     ________
  
  
  By:
  
  Name:
  
  Title:
  
                                PURCHASER:
                                                         TRIAD
                                PROPERTIES CORPORATION
  
  
  Executed by Purchaser, this
  _____ day of April, 1998.               By:
                                Name:
                                Title:
  
                      ACKNOWLEDGMENT BY BROKERS
  
       The undersigned brokers hereby acknowledge and agree to the
  provisions of Section  of this Agreement regarding commissions.
  
                                                         Davidson
                                Conine
  
                           
                           By:________________________________
                                __
                           
                           Name:______________________________
                                _
                           
                           Title:_____________________________
                                ___
  
                                                         Bradford
                                Company
  
                           
                           By:________________________________
                                __
                           
                           Name:______________________________
                                _
                           
                           Title:_____________________________
                                ___
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
  
       Title Company hereby agrees to perform its obligations under
  this Agreement and acknowledge receipt of (a) the Escrow Deposit
  from Purchaser in the amount of ONE HUNDRED THOUSAND AND NO/100
  DOLLARS ($100,000.00) on the _____ day of April, 1998 and (b) a
  fully executed counterpart of this Agreement on the _____ day of
  April, 1998.
  
  
                                Chicago Title Insurance Company
  
  
  
                                                         By:
                                                         Name:
                                          Title:
                               EXHIBIT
  
             LIST OF MATERIAL ITEMS OF PERSONAL PROPERTY
  
  
                               EXHIBIT
  
                      Courtyard at Arapaho Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
  
                               EXHIBIT
  
                         Fairway Plaza Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
                               EXHIBIT
  
                    ALLOCATION OF PURCHASE PRICE
  
  
  
            Parcel                             Price
  
                                     1.   Courtyard at Arapaho
                                          Parcel
                                          $17,500,000
  
                                     2.   Fairway Plaza Parcel
                                          $ 8,200,000
  
  
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
  
                     Courtyard at Arapaho Parcel
  
                           (See attached)
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
  
                        Fairway Plaza Parcel
  
                           (See attached)
  
                               EXHIBIT
  
                              RENT ROLL
  
  
  
                    Courtyard at Arapaho Building
  
                           (See attached)
                               EXHIBIT
  
                              RENT ROLL
  
  
                       Fairway Plaza Building
  
                           (See attached)
  
  
  
                             EXHIBIT -1
  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  Triad Properties Corporation
  200 Clinton Avenue West, Suite 1001
  Huntsville, Alabama 35801
  
       RE:  _______________________
  
  
  Gentlemen:
  
       The undersigned as Tenant hereby certifies to Parkway
  Properties LP and its successors or assigns and lenders
  ("Purchaser") that:
  
            (a)  It is a Tenant of a portion of the
            captioned property under a certain lease (the
            "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modifications(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
  
            (b)  All rentals payable under the Lease have been paid
            through ______, 19___; and except for _________, no
            rent has been paid more than one month in advance of
            its due date.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  Tenant has unconditionally accepted and is
            currently occupying the leased premises, is paying rent
            under the Lease without claim or right of set-off, or
            claim of any default by the Landlord, and is now
            conducting business on the premises.
  
            (f)  There exists no default by either party to the
            Lease, or other grounds for ceasing or reducing the
            payment of rental, or for cancellation or termination
            of the Lease in any manner.
  
            (g)  All requirements of the Lease have been complied
            with and all improvements required to be made by
            Landlord have been completed and no charges, set-offs
            or other credits exist against the rentals.
  
            (h)  The Lease contains, and Tenant has: (i) no
            outstanding options or rights of first refusal to
            purchase the leased premises nor any part of the real
            property of which the leased premises are a part; (ii)
            no expansions options, other than _______; (iii) no
            cancellation options, other than _______; and (iv) no
            renewal options, other than __________.
  
            (i)  Tenant has not assigned, pledged, mortgaged,
            sublet, encumbered or otherwise transferred any of its
            interest under the Lease and has received no notice of
            any assignment, mortgage or encumbrance of the Lease by
            Landlord.
  
  
       Tenant understands that Purchaser is relying on the above
  representations in connection with the purchase of the above
  referenced building and does hereby warrant and affirm to and for
  the benefit of Purchaser, its successors and assigns, that each
  of the foregoing representations is true, correct and complete as
  of the date hereof.
  
  
  Date:_________________
                                     By:
                                     Name:
                                     Title:
  
                                     Current Notice Address:
                                     ___________________________
                                     ___________________________
                                     ___________________________
  
                             EXHIBIT -2
  
                 FORM OF SELLER ESTOPPEL CERTIFICATE
  
  [Purchaser]
  
       RE:  _____________
  
  Gentlemen:
  
       The undersigned as Landlord hereby certifies to [Purchaser]
  and its successors and assigns and lenders ("Purchaser")  that,
  to its actual knowledge:
  
            (a)  It is a Landlord of a portion of the
            above referenced property under a certain
            lease (the "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modification(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
  
       (b)  All rentals payable under the Lease have been paid
  through ________, 19___.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  All requirements of the Lease have been complied
            with and no charges, set-offs or other credits exist
            against the rentals.
  
            (f)  The Lease contains, and Tenant has, no outstanding
            options or rights of first refusal to purchase the
            leased premises nor any part of the real property of
            which the leased premises are a part.  Except as set
            forth in the Lease, Tenant has no expansion,
            cancellation or renewal options.
  
            (g)  Landlord has received no notice that Tenant has
            assigned, pledged, mortgaged, sublet, encumbered or
            otherwise transferred any of its interest under the
            Lease.
  
       (h)  Landlord is not in default under the Lease, there is no
            material default on the part of Tenant thereunder, and
            Landlord has not within the previous ninety days
            received any written notice from Tenant claiming any
            right of set-off or default.
  
       (i)  All improvements required to be made as of this date by
            Landlord under the Lease have been completed.
  
       Landlord understands that Purchaser is relying on the above
  representations in consenting to purchase the above referenced
  building.  This Seller's Estoppel Certificate shall terminate
  upon the earlier of the delivery of a Tenant's Estoppel
  Certificate containing information consistent with the
  information set forth herein or one year after the date hereof.
  
  
  Date:______________
                                     By:
                                     Name:
  
  Title:__________________________
  
  
  
  
                               EXHIBIT
  
                    FORM OF SPECIAL WARRANTY DEED
  
  THE STATE OF
                          KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF
  
  
       THAT, Parkway Properties LP, a Delaware limited partnership
  (hereinafter called "Grantor"), for and in consideration of TEN
  AND NO/100 DOLLARS ($10.00), and other good and valuable
  consideration to Grantor in hand paid by ______________, a
  ___________ (hereinafter called "Grantee"), the receipt and
  sufficiency of which are hereby acknowledged, has GRANTED, SOLD
  and CONVEYED, and by these presents does GRANT, SELL and CONVEY
  unto the said Grantee, all that certain lot, tract or parcel of
  land, together with all improvements thereon, lying and being
  situated in Dallas County, Texas described on Exhibit A attached
  hereto, together with all rights and appurtenances thereunto
  belonging or appertaining, and all rights, titles and interests
  of Grantor in and to any and all roads, easements, streets and
  ways within, adjacent or contiguous thereto (hereinafter
  collectively referred to as the "Property").
  
       This conveyance is subject to the valid and subsisting
  easements, restrictions, covenants, conditions and outstanding
  mineral and royalty interests affecting the Property described on
  Exhibit B attached hereto.
  
       TO HAVE AND TO HOLD the Property, together with all and
  singular the rights and appurtenances thereto in anywise
  belonging unto the said Grantee, its heirs, executors, legal
  representatives, successors and assigns forever; and Grantor does
  hereby bind itself, its heirs, executors, legal representatives,
  successors and assigns, to WARRANT and FOREVER DEFEND, all and
  singular the Property unto the said Grantee, its heirs,
  executors, legal representatives, successors and assigns, against
  every person whomsoever lawfully claiming or to claim the same or
  any part thereof by, through or under Grantor, but not otherwise.
  
       GRANTOR HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL IMPLIED
  COVENANTS AND WARRANTIES OF EVERY NATURE WHATSOEVER (INCLUDING,
  WITHOUT LIMITATION, THE IMPLIED COVENANTS PROVIDED FOR UNDER
  SECTION 5.023 OF THE TEXAS PROPERTY CODE) EXCEPT FOR THE EXPRESS
  SPECIAL WARRANTY OF TITLE SET FORTH HEREIN.  BY ITS ACCEPTANCE OF
  THIS DEED, GRANTEE HEREBY KNOWINGLY, VOLUNTARILY AND UPON THE
  ADVICE OF COUNSEL, WAIVES AND RELEASES SELLER OF AND FROM ANY
  CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS,
  DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
  INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT
  PURCHASER NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF
  OR IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE ECONOMIC,
  PHYSICAL OR ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY,
  INCLUDING, WITHOUT LIMITATION, ANY LIABILITY PERTAINING TO OR
  ARISING OUT OF ANY ENVIRONMENTAL LAW (ESTABLISHED BY EITHER COURT
  DECISION OR STATUTE), ORDINANCE OR REGULATION.
  
  
       Grantee's address is
       ______________________________
       ______________________________
       ______________________________
  
       Current taxes on the Improvements have been prorated and
  payment thereof is assumed by Grantee.
  
       EXECUTED this ____ day of _________________________, 1998.
  
                                                         Parkway
                                Properties LP,
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  
  
  By:
  
  Name:
  
  Title:
  
  
  By:
  
  Name:
  
  Title:
  
  
  STATE OF __________
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________ corporation which is the general
  partner of _________________, a _____________ partnership which
  is the sole general partner of ______________________, and that
  for and on behalf of the said partnership, and as its act and
  deed (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said partnership so to do.
  
                           ____________________________________
                           NOTARY PUBLIC
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  
  PREPARED BY:
  
  Steven M. Hendrix
  Forman, Perry, Watkins, Krutz & Tardy, PLLC
  188 East Capitol Street
  Suite 1200, One Jackson Place
  Jackson, Mississippi 39201
  Telephone: (601) 960-8600
  
  AFTER RECORDING RETURN TO:
  
  ___________________________
  ___________________________
  ___________________________
  ___________________________
                               EXHIBIT
  
                               FORM OF
                 ASSIGNMENT AND ASSUMPTION AGREEMENT
                          AND BILL OF SALE
  
       This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE
  ("Assignment"), is made by and between Parkway Properties LP, a
  Delaware limited partnership ("Assignor") and _____________, a
  _____________  ("Assignee").
  
                        W I T N E S S E T H:
  
       WHEREAS, by Purchase and Sale Agreement ("Purchase
  Agreement") dated as of _______, 1998, by and between Assignor
  and Assignee, Assignor agreed to sell to Assignee certain real
  property, and the improvements located thereon ("Assets") as more
  particularly described in the Purchase Agreement; and
  
       WHEREAS, the Purchase Agreement provides, inter alia, that
  Assignor shall assign to Assignee certain contractual and other
  intangible rights, that Assignee shall assume all of the
  obligations of Assignor with respect to the property so assigned
  from and after the date of such assignment, and that Assignor and
  Assignee shall enter into this Assignment.
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual covenants herein contained, the parties hereto hereby
  agree as follows:
  
       1.   Assignment.  Assignor hereby assigns, sets over and
  transfers to Assignee all of Assignee's rights, title and
  interest in and to the tangible and intangible personal property
  owned by Assignor, located on the real property described on
  Exhibit A hereto, and used in the ownership, operation and
  maintenance of such real property including, without limitation,
  the following (collectively called the "Personal Property"):
  
                      (i)  All rights (if any) to use any trade
            names associated with the Assets to the extent such
            rights are assignable without expense to Assignor (but
            Assignor does not represent that it has exclusive
            rights to use such trade names and Assignor has not
            registered the same in any manner);
  
                      (ii) The items of personal property described
            on Exhibit B hereto;
  
                      (iii)     The interest of Assignor under the
            contracts and agreements described on Exhibit C hereto;
  
                      (iv) The interest of the landlord under the
            tenant leases encumbering the real property described
            on Exhibit D hereto (the "Leases");
                           (v)  The tenant security deposits
                 described on Exhibit E hereto;
  
                      (vi) To the extent assignable without
            material expense to Assignor, the tenant lease files
            and correspondence relating to the Leases, plans and
            specifications with respect to the Real Property,
            promotional materials with respect to the leasing of
            space within the Real Property, warranties and
            guaranties relating to any of the other property to be
            conveyed pursuant to the Purchase Agreement, licenses
            and permits relating to the Real Property,   and the
            other property to be conveyed pursuant to the Purchase
            Agreement.
  
       2.   Assignee's Assumption and Indemnification.  Assignee
  hereby assumes the obligation to pay any and all liabilities and
  obligations arising or accruing under any of the property
  described in Paragraph 1 above on or after the effective date
  hereof.  Assignee is only assuming those specific leases and
  contracts referenced on the attached exhibits.  Assignee agrees
  to indemnify, defend and hold harmless Assignor from any loss,
  cost, claim, liability, expense or demand of whatever nature
  under any of the property described in Paragraph 1 above arising
  or accruing on or after the effective date hereof.
  
       3.   Assignor's Indemnification.  Assignor agrees to
  indemnify, defend and hold harmless Assignee from any loss, cost,
  claim, liability, expense or demand of whatever nature under any
  of the property described in Paragraph 1 above arising or
  accruing prior to the effective date hereof.
  
       4.   Limitation of Liability.  Notwithstanding anything in
  this Assignment to the contrary, each party acknowledges and
  agrees that no officer of Assignor or Assignee nor any trustee,
  beneficiary, or employee of either shall have any personal
  liability, directly or indirectly, under this Assignment, or
  under any certification, representation, warranty or other
  instrument delivered in connection herewith.
  
       5.   Miscellaneous.  This Assignment and the obligations of
  the parties hereunder shall survive the closing of the
  Transaction referred to in the Purchase Agreement, shall be
  binding upon and inure to the benefit of the parties hereto,
  their respective legal representatives, successors and assigns,
  shall be governed by and construed in accordance with the laws of
  the State where the assets are located, applicable to agreements
  made and to be wholly performed within said State, and may not be
  modified or amended in any manner other than by a written
  agreement signed by the party to be charged therewith.
  
       Assignor does hereby bind itself, its legal representatives,
  successors and assigns, to SPECIALLY WARRANT, and FOREVER DEFEND
  title to the property conveyed hereby unto Assignee, its legal
  representatives, successors and assigns, against every person
  whomsoever lawfully claiming or to claim same or any part
  thereof, by, through or under Assignor, but not otherwise.
  
       EXCEPT AS EXPRESSLY PROVIDED IN SECTION  OF THE PURCHASE
  AGREEMENT AND SUBJECT TO THE PROVISIONS AND LIMITATIONS CONTAINED
  IN THE PURCHASE AGREEMENT.  ASSIGNOR MAKES NO WARRANTY, EXPRESS
  OR IMPLIED, AS TO ANY OF THE PROPERTY CONVEYED HEREBY OR ITS
  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  BY ITS
  ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT IT HAS
  FULLY INSPECTED THE PROPERTY CONVEYED HEREBY AND THAT IT ACCEPTS
  THE PROPERTY CONVEYED HEREBY IN ITS PRESENT USED AND "AS IS"
  CONDITION.  ASSIGNEE ACKNOWLEDGES AND BY REFERENCE INCORPORATES
  THE PROVISIONS OF SECTIONS , 7.4,  AND  OF THE PURCHASE AGREEMENT
  HEREIN.
  
       EXECUTED TO BE EFFECTIVE as of the ______ day of
  ________________, 1998.
  
                                ASSIGNOR:
  
                                                         Parkway
                                Properties LP,
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  
  
  By:
  
  Name:
  
  Title:
  
  
  
  By:
  
  Name:
  
  Title:
  
  
  
                                ASSIGNEE:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
  
                                By:
                                Name:
                                Title:
  
                               EXHIBIT
  
                               FORM OF
                 PURCHASER'S AFFIDAVIT AND AGREEMENT
  
  STATE OF __________
  
  COUNTY OF_________
  
       This day personally came and appeared before me, the
  undersigned authority _____________________, __________________
  of ________________ ("Purchaser"), who is knowledgeable of the
  facts stated herein and whose mailing address is
  _______________________, who, upon being duly sworn, stated under
  oath as follows that:
  
       1.   Pursuant to that certain Purchase and Purchase
  Agreement ("Purchase Agreement") dated _________________, 1998 by
  and between Purchaser and Parkway Properties, Inc. ("Seller"), to
  Purchaser's knowledge, Purchaser has had full access to and has
  (to Purchaser's satisfaction) exercised its option to inspect and
  evaluate for potential purchase that certain property located in
  __________________ and more particularly described on Exhibit A
  attached hereto ("Assets") and all files of Seller relating
  thereto which Purchaser felt were important or material to
  Purchaser, and Seller made available to Purchaser all files of
  Seller relating to the Assets requested by Purchaser.
  
       2.   Purchaser and experts of Purchaser's choice have had
  access to and have (to Purchaser's satisfaction) (i) physically
  inspected the Assets, (ii) analyzed the present and projected
  uses of the Assets, (iii) determined the fair market value of the
  Assets in its "As Is" condition (as defined in the Purchase
  Agreement) as of the closing date, and (iv) to the extent
  possible, independently verified all material documents and
  information provided to Purchaser by Seller and/or its agents
  which Purchaser deems necessary and material to close the
  Transaction under the Purchase Agreement, and (v) independently
  examined the Assets from a physical structural and environmental
  standpoint.  Except as expressly otherwise provided in the
  Purchase Agreement, Purchaser accepts the Assets AS IS and
  releases Seller from and waives all claims and liability against
  Seller for or attributable to any structural, physical or
  environmental condition at the Assets, including without
  limitation, claims or liabilities relating to the presence,
  discovery or removal of any Hazardous Materials (as defined in
  the Purchase Agreement) in, at, about or under the Assets, or
  for, connected with or arising out of any and all claims or
  causes of action based upon CERCLA (Comprehensive Environmental
  Response, Compensation and Liability Act of 1980, 42 U.S.C.
  9601 et seq., as amended by SARA (Superfund Amendment and
  Reauthorization Act of 1986), and as may be further amended from
  time to time), the Resource Conversation and Recovery Act of
  1976, 42 U.S.C.  6901 et seq., or any related claims or causes
  of action or any other federal or state based statutory or
  regulatory causes of action for environmental contamination at,
  in or under the Assets.  The agreements of Purchaser set forth in
  this Affidavit shall survive the closing of the Transaction under
  the Purchase Agreement and shall not be merged therein.  Except
  as expressly otherwise provided in the Purchase Agreement,
  Purchaser is not relying upon any representation, inducement or
  unperformed promise of Seller or any of Seller's agents  except
  to the extent such inducement, representation or unperformed
  promise is set forth in the Closing Documents executed by Seller
  contemporaneously herewith or as set forth in the Purchase
  Agreement.  Purchaser hereby represents that Purchaser has relied
  upon Purchaser's own inspection and environmental reports in
  reaching its decision to purchase the Assets, and Purchaser is
  not relying upon inspection reports produced by Seller which may
  be incomplete and/or outdated.
  
       3.   Purchaser acknowledges that it has received and
  reviewed (with the assistance of such experts as Purchaser as
  deemed appropriate) all information furnished by Seller regarding
  the Assets, including, but not limited to, information as may
  have related to its construction, history, current economic and
  leasing status, physical condition and prospects for future use
  or development, as Purchaser has deemed appropriate.  BY
  FURNISHING THE MATERIALS, DOCUMENTS, REPORTS OR AGREEMENT
  DESCRIBED ABOVE, NEITHER SELLER NOR ANY OF SELLER'S AGENTS
  (DEFINED AS BROKERS, ON-SITE PROPERTY MANAGERS, CONTRACTORS, OR
  SIMILAR INDIVIDUALS OR ENTITIES ENGAGED BY SELLER RELATING TO OR
  INVOLVING THE PROJECT), NOR ANY PARTNER, OFFICER, DIRECTOR,
  EMPLOYEE, AGENT OR ATTORNEY OF SELLER, NOR ANY OTHER PARTY
  RELATED IN ANY WAY TO ANY OF THE FOREGOING SHALL BE DEEMED TO
  HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE
  WHATSOEVER WITH RESPECT TO ANY MATTER SET FORTH, CONTAINED OR
  ADDRESSED IN SUCH MATERIALS, DOCUMENTS, REPORTS OR AGREEMENTS,
  INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS
  THEREOF EXCEPT TO THE EXTENT OF THE REPRESENTATIONS MADE BY
  SELLER IN SECTION  OF THE PURCHASE AGREEMENT OR IN THE DOCUMENTS
  EXECUTED BY SELLER AT CLOSING.
  
       4.   The representations, warranties and agreements of
  Purchaser made herein are in addition to (and not in limitation
  of) the representations, warranties and agreements of Purchaser
  made in the Purchase Agreement.
  
                                ACCEPTED AND AGREED TO:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
  
                                By:
                                Name:
                                Title:
  
  
  STATE OF __________
  
  COUNTY OF_________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
       GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day of
  __________________, 1998.
  
  
  _______________________________________
                                Notary Public, State of
  
  
  MY COMMISSION EXPIRES:
  __________________________         Personally known ______ OR
                                Produced Identification ______
                                Type of Identification Produced
  _____
  
  
                               EXHIBIT
  
                               FORM OF
                          FIRPTA AFFIDAVIT
  
       Section 1445 of the Internal Revenue Code provides that a
  transferee of a United States real property interest must
  withhold tax if the transferor is a foreign person.  To inform
  the transferee that withholding tax is not required upon the
  disposition of a United States real property interest by Parkway
  Properties LP, a Delaware limited partnership, the undersigned
  hereby certifies the following on behalf of Parkway Properties
  LP:
  
       1.   Parkway Properties LP is not a foreign corporation,
  foreign partnership, foreign trust, or foreign estate (as those
  terms are defined in the Internal Revenue Code and Income Tax
  Regulations); and
  
       2.   Parkway Properties LP's U.S. employer tax
  identification number is 72-1344324; and
  
       3.   Parkway Properties LP's office address is One Jackson
  Place, Suite 1000, 188 E. Capitol Street, Jackson, Mississippi
  39201.
  
       Parkway Properties LP understands that this certification
  may be disclosed to the Internal Revenue Service by transferee
  and that any false statement contained herein could be punished
  by fine, imprisonment, or both.
  
       Under penalties of perjury, the undersigned authorized
  representatives of Parkway Properties LP declares that they have
  examined this certification and to the best of their knowledge
  and belief it is true, correct and complete, and further declare
  that they have authority to sign this document on behalf of
  Parkway Properties LP.
  
       Dated:  _________________, 1998
  
  
                                                         Parkway
                                Properties LP,
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  
  
  By:
  
  Name:
  
  Title:
                                                              By:
                                                              Name:
  
  Title:
  
  
  STATE OF __________
  
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  STATE OF __________
  
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  
  
  
  
  
  
  
  
                                  
  _______________________________
  1
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 254724}]
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": "98598522"}, "business-address": {"street1": "ONE JACKSON PL", "street2": "188 E CAPITOL ST STE 1000", "city": "JACKSON", "state": "MS", "zip": "39225-4647", "phone": "6019484091"}, "mail-address": {"street1": "P O BOX 22728", "street2": "P O BOX 22728", "city": "JACKSON", "state": "MS", "zip": "39201"}, "former-company": {"former-conformed-name": "PARKWAY CO", "date-changed": "19951018"}}
text: UNITED STATES
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                        WASHINGTON, DC  20549
                                  
                 ----------------------------------
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                   Pursuant to Section 13 or 15(d)
                               of the
                   Securities Exchange Act of 1934
                                  
  
  Date of Report (Date earliest event reported): April 17, 1998
                                                ------------------
  
                      PARKWAY PROPERTIES, INC.
  -----------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)
  
  Maryland                  1-11533                   74-2123597
  -----------------------------------------------------------------
  (State or other       (Commission File Number)      (IRS Employer
  jurisdiction of                                     Identification
  incorporation)                                        Number)
  
  One Jackson Place Suite 1000
    188 East Capitol Street
        P. O. Box 24647
      Jackson, Mississippi                             39225-4647
  -----------------------------------------------------------------
  
  Registrant's telephone number, including area code:(601)948-4091
                                                      -------------
  
  -----------------------------------------------------------------
     (Former name or former address, if changed since last report)
                                  
                                  
                                  
  
                                  
                              FORM 8-K
                                  
                      PARKWAY PROPERTIES, INC.
  
  Item 2.  Acquisition or Disposition of Assets.
  
  Proposed Sale:
  
       On April 17, 1998, Parkway Properties, Inc. ("Parkway")
  entered into an agreement to sell its investment portfolio of
  four office properties located in Dallas, Texas for $53,250,000
  to Triad Properties Corporation, a private real estate investment
  company.  The sales price represents approximately $100 per
  square foot for the properties, which total approximately 534,390
  net rentable square feet. The Company expects to close 
  the transaction in early June 1998 and record a
  gain for financial reporting purposes of approximately $3.5
  million on the sale in the second quarter.  The Company
  anticipates that the taxable gain from this transaction will be
  deferred through a Section 1031 like-kind exchange and, accordingly, 
  no special dividend of the capital gain will be required.  Although the
  purchaser has deposited $250,000 non-refundable earnest money,
  the transaction is subject to the purchaser's customary due
  diligence procedures and closing conditions, and therefore no
  assurance can be given that the sale will be completed. 
  
  Item 7.   Financial Statements and Exhibits.
  
       (b)  Pro Forma Consolidated Financial Statements
  
       The following unaudited Pro Forma Consolidated Financial
  Statements are attached hereto.
                                                               Page
                                                               ----
  Pro Forma Consolidated Financial Statements (Unaudited)      4
  Pro Forma Consolidated Balance Sheet (Unaudited) -
    December 31, 1997                                          6
  Pro Forma Consolidated Statement of Income (Unaudited) -
    For the Year Ended December 31, 1997                       7
  Notes to Pro Forma Consolidated Financial
    Statements (Unaudited)                                     8
  
       (c)  Exhibits
       
       (10) (a)   Purchase  and  Sale  Agreement  between   Parkway
            Properties LP and Triad Properties Corporation. Parkway
            agrees to furnish supplementally to the Securities  and
            Exchange  Commission on request a copy of  any  omitted
            schedule or exhibit to this agreement.
       
       (10) (b)   Purchase  and  Sale  Agreement  between   Parkway
            Portfolio  I  LLC  and  Triad  Properties  Corporation.
            Parkway  agrees  to  furnish  supplementally   to   the
            Securities and Exchange Commission on request a copy of
            any omitted schedule or exhibit to this agreement.
                     PARKWAY PROPERTIES, INC.
  
             Pro Forma Consolidated Financial Statements
                             (Unaudited)
  
       The following unaudited pro forma consolidated balance sheet
  as of December 31, 1997 and pro forma consolidated statement of
  income of Parkway Properties, Inc. ("Parkway") for the year ended
  December 31, 1997 give effect to the recent purchases of Parkway
  listed below for the periods stated as well as the proposed sale
  of the four office buildings owned by Parkway in Dallas, Texas
  (the "Dallas Portfolio"). The pro forma consolidated financial
  statements have been prepared by management of Parkway based upon
  the historical financial statements of Parkway and the
  adjustments and assumptions in the accompanying notes to the pro
  forma consolidated financial statements.
  
       The pro forma consolidated balance sheet sets forth the
  effect of Parkway's purchases since December 31, 1997, as well as
  the proposed sale of the Dallas Portfolio, as if they had been
  consummated on December 31, 1997.
  
       The pro forma consolidated statement of income sets forth
  the effects of Parkway's purchases of the buildings listed below
  as if they had been consummated on January 1, 1997.
  
       
       BUILDING                            DATE OF PURCHASE
       
       Brookdale Portfolio                     02/25/98
       Schlumberger Building                   01/21/98
       Greenbrier Towers                       11/25/97
       Raytheon Building                       11/17/97
       First Little Rock Plaza                 11/07/97
       Hightower Centre                        10/01/97
       Morgan Keegan Tower                     09/30/97
       First Tennessee Plaza                   09/18/97
       Fairway Plaza                           08/12/97
       NationsBank Tower                       07/31/97
       Lakewood II                             07/10/97
       Sugar Grove                             05/01/97
       Vestavia Centre                         04/04/97
       Meridian                                03/31/97
       Charlotte Park Executive Center         03/18/97
       Courtyard at Arapaho                    03/06/97
       Ashford II                              01/28/97
       Forum II & III                          01/07/97
  
       In addition to the purchases listed above, the pro forma
  consolidated statement of income sets forth the effect of the
  sale of 1,750,000 shares of Common Stock on January 22, 1997,
  262,500 shares of Common Stock on February 19, 1997, 3,000,000
  shares of Common Stock on September 24, 1997, 450,000 shares of
  Common Stock on October 6, 1997, 451,128 shares of Common Stock
  on February 23, 1998 and 855,900 shares of Common Stock on March
  11, 1998, as well as the proposed sale of the Dallas Portfolio as if the
  transactions had occurred January 1, 1997.
  
       These pro forma consolidated financial statements may not be
  indicative of the results that actually would have occurred if
  the purchases, sales and/or financings had been in effect on the
  dates indicated or which may be obtained in the future.  The pro
  forma consolidated financial statements should be read in
  conjunction with the consolidated financial statements and notes
  of Parkway included in its annual report on Form 10-K for the
  year ended December 31, 1997.
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED BALANCE SHEET
                       December 31, 1997
                         (Unaudited)
  
                                             Pro Forma
                                 Historical  Adjustments  Pro Forma
                                              (1-5)(9)
                                 ----------  -----------  ---------
                                            (In thousands)
   Assets
   Real estate related investments:
     Office buildings.............$362,074    $126,129     $488,203
     Land held for development....   1,721           -        1,721
     Accumulated depreciation..... (14,143)        333      (13,810)
                                  --------    --------     --------
                                   349,652     126,462      476,114
  
   Land held for sale...........     4,309           -        4,309
   Mortgage loans...............     1,117           -        1,117
   Real estate partnership......       323           -          323
                                  --------    --------     --------
                                   355,401     126,462      481,863
   Interest, rents receivable
     and other assets.............  12,232           -       12,232
   Cash and cash equivalents......     959        (959)           -
                                  --------    --------     --------
                                  $368,592    $125,503     $494,095
                                  ========    ========     ========
  Liabilities
  Notes payable to banks..........$  6,473    $ 80,824     $ 87,297
  Mortgage notes payable
    without recourse.............. 105,220           -      105,220
  Accounts payable and other
    liabilities...................  12,158           -       12,158
                                  --------    --------     --------
                                   123,851      80,824      204,675
                                  --------    --------     --------
  Stockholders' Equity
  Common stock, $0.001 par value,
    70,000,000 shares authorized,
    9,765,176 shares issued and
    outstanding on an historical
    basis and 11,072,204 shares
    issued and outstanding on a
    pro forma basis...............      10           1           11
  Additional paid-in capital...... 213,461      41,178      254,639
  Retained earnings...............  31,270       3,500       34,770
                                  --------    --------     --------
                                   244,741      44,679      289,420
                                  --------    --------     --------
                                  $368,592    $125,503     $494,095
                                  ========    ========     ========
                       See accompanying notes
  
              PARKWAY PROPERTIES, INC. AND SUBSIDIARIES
               PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                FOR THE YEAR ENDED DECEMBER 31, 1997
                               (Unaudited)
                                            Pro Forma
                                Historical Adjustments(6-9)ProForma
                                ---------- --------------  --------
                               (In thousands, except per share data)
  Revenues
  Income from office properties...$45,799    $35,994 (a)    $81,793
  Income from other real estate
    properties....................    722          -            722
  Interest on mortgage loans......     63          -             63
  Management company income.......    539          -            539
  Interest on investments.........    373       (373)             -
  Dividend income.................    388          -            388
  Deferred gains and other income.    203          -            203
                                  -------    -------        -------
                                   48,087     35,621         83,708
                                  -------    -------        -------
  Expenses
  Office properties
    Operating expense............. 19,697     15,674 (a)     35,371
    Interest expense:
      Contractual.................  5,486      2,849 (b)      8,335
      Amortization of loan cost...     95          -             95
    Depreciation and amortization.  6,033      5,647 (a)     11,680
    Minority interest.............     59          -             59
  Other real estate properties
    Operating expense.............    462          -            462
  Interest expense on bank notes:
    Contractual...................    810      3,860 (c)      4,670
    Amortization of loan costs....    187          -            187
  Management company expense......    362          -            362
  General and administrative......  3,312          -          3,312
                                  -------    -------        -------
                                   36,503     28,030         64,533
                                  -------    -------        -------
  Income before gains............. 11,584      7,591         19,175
                                  -------    -------        -------
  Gain on sales
  Gain on real estate held for
    sale and mortgage loans.......  2,907          -          2,907
                                  -------    -------        -------
  Net income......................$14,491    $ 7,591        $22,082
                                  =======    =======        =======
  Net income per share:
     Basic. ..................... $  2.05                   $ 1.99(6)
     Diluted..................... $  2.01                   $ 1.97(6)
  Weighted average shares outstanding:
     Basic.......................   7,078                   11,072(6)
     Diluted.....................   7,214                   11,208(6)
                        See accompanying notes.
  
                      PARKWAY PROPERTIES, INC.
  
         Notes to Pro Forma Consolidated Financial Statements
                           (Unaudited)
  
  1.   On January 21, 1998, the Company purchased the Schlumberger
       Building (formerly known as Veritas Technology Center)
       (Schlumberger) in Houston, Texas for $12,200,000.  Schlumberger
       is a five-story office building comprising approximately 155,324
       net rentable square feet located in the Energy Corridor submarket
       of West Houston. The purchase was funded with advances under bank
       lines of credit.
  
  2.   On February 23, 1998, the Company completed the sale of
       451,128 shares of Common Stock to a unit investment trust under
       its existing shelf registration with net proceeds to the Company
       of $14,231,000.
  
  3.   On February 25, 1998, the Company purchased the 13-building
       Brookdale Portfolio for $163,014,000.  The portfolio consists of
       approximately 1,468,138 net rentable square feet.
  
  4.   On March 11, 1998, the Company completed the placement of
       855,900 shares of Common Stock to certain institutional investors
       with net proceeds to the Company of $26,948,000.
  
  5.   The Company entered into an agreement to sell the Dallas Portfolio
       for $53,250,000. The Company expects to close
       this transaction in early June 1998 and record a gain for
       financial purposes of approximately $3.5 million on the
       sale.  Although the purchaser has deposited $250,000 non-
       refundable earnest money, the transaction is subject to the
       purchaser's customary due diligence procedures and closing
       conditions, and therefore no assurance can be given that the
       sale will be completed as contemplated.
  
  6.   The pro forma adjustments to the historical Consolidated
       Statement of Income for the year ended December 31, 1997 set
       forth the effects of Parkway's purchases of the following
       buildings as if they had been consummated on January 1,
       1997.
  
            BUILDING                            DATE OF PURCHASE
       
            Brookdale Portfolio                     02/25/98
            Schlumberger Building                   01/21/98
            Greenbrier Towers                       11/25/97
            Raytheon Building                       11/17/97
            First Little Rock Plaza                 11/07/97
            Hightower Centre                        10/01/97
            Morgan Keegan Tower                     09/30/97
            First Tennessee Plaza                   09/18/97
            Fairway Plaza                           08/12/97
            NationsBank Tower                       07/31/97
            Lakewood II                             07/10/97
            Sugar Grove                             05/01/97
            Vestavia Centre                         04/04/97
            Meridian                                03/31/97
            Charlotte Park Executive Center         03/18/97
            Courtyard at Arapaho                    03/06/97
            Ashford II                              01/28/97
            Forum II & III                          01/07/97
  
  (a)  The pro forma adjustments to the Consolidated Statement of
       Income are detailed below by property for the year ended
       December 31, 1997.
  
                           Revenue              Expenses
                         -----------   ---------------------------
                         Income From         Real Estate Owned
                         Real Estate    Operating     Depreciation
                         Properties      Expense        Expense*
                         -----------   ------------   ------------
  Purchases:
     Charlotte Park      $    505,000    $   208,000    $    69,000
     Ashford II                54,000         37,000          4,000
     Courtyard at
       Arapaho                366,000        164,000         58,000
     Meridian                 354,000        123,000         59,000
     Vestavia                 240,000         91,000         26,000
     Sugar Grove              309,000        165,000         43,000
     Lakewood II              977,000        447,000        129,000
     NationsBank Tower      2,392,000      1,003,000        271,000
     Fairway Plaza            859,000        379,000         94,000
     First Tennessee
       Plaza                4,253,000      2,080,000        477,000
     Morgan Keegan
       Tower                3,327,000      1,665,000        618,000
     Hightower Centre         833,000        333,000        113,000
     Raytheon Building      2,417,000      1,072,000        315,000
     First Little Rock      1,298,000        517,000        191,000
     Greenbrier Towers      1,913,000        835,000        330,000
     Schlumberger           2,260,000        817,000        275,000
     Brookdale Portfolio   20,543,000      9,108,000      3,668,000
  Sale of Dallas Portfolio (6,906,000)    (3,370,000)    (1,093,000)
                          -----------     -----------    ----------
                          $35,994,000    $15,674,000    $ 5,647,000
                          ===========    ===========    ===========
  
       *Depreciation is provided by the straight-line method over
       the estimated useful lives of the buildings (40 years).
  
       (b)  Pro forma interest expense on real estate owned reflects the
            non-recourse debt placed on certain buildings acquired in 1996
            and 1997 and debt assumed upon purchase at the actual amounts and
            rates by property as if in place January 1, 1997 and is detailed
            below.
       
       
            Property/Placement              Year Ended
                Date/Rate          Debt       12/31/97
            ------------------ -----------   ----------
            Lakewood II*
              7/97 8.08%       $ 6,910,000    $ 294,000
       
            BB&T
              11/97 7.3%        15,000,000      958,000
       
            Raytheon Building*
              11/97 8.125%       7,958,000      566,000
       
            First Tennessee
              Plaza
              12/97 7.17%       15,000,000    1,031,000
                                             ----------
                                             $2,849,000
                                             ==========
       
            *Assumed in purchase.
       
       
       (c)  The pro forma effect of the building purchases, the
            placement of non-recourse debt, the sales of Common Stock
            and the proposed sale of the Dallas portfolio on interest
            expense on notes payable to banks was $3,860,000 for the
            year ended December 31, 1997.
       
   7.  The pro forma basic and diluted earnings per share for the
       year ended December 31, 1997 reflect the sale of 1,750,000
       shares of Common Stock on January 22, 1997, 262,500 shares
       of Common Stock on February 19, 1997, 3,000,000 shares of
       Common Stock on September 24, 1997, 450,000 shares of Common
       Stock on October 6, 1997, 451,128 shares of Common Stock on
       February 23, 1998 and 855,900 shares of Common Stock on
       March 11, 1998.
  
   8.  No income tax expenses were provided because of the
       Company's net operating loss carryover and status as a REIT.
  
   9.  On March 31, 1998, the Company purchased the SouthTrust Bank Building
       in St. Petersburg, Florida for $17,440,000.  The SouthTrust Bank Building
       is a seventeen-story, 195,627 net rentable square foot office building 
       overlooking Tampa Bay in downtown St. Petersburg.  The purchase was
       funded with advances under bank lines of credit.  None of the pro forma
       information contained in this 8-K gives effect to the purchase of the
       SouthTrust Bank Building or the indebtedness incurred in connection with
       such purchase.
  
                              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:  April 22, 1998              PARKWAY PROPERTIES, INC.
  
                                      BY: /s/Sarah P. Clark
                                           Sarah P. Clark
                                           Senior Vice President,
                                           Chief Financial Officer,
                                           Treasurer and Secretary
  
                     PURCHASE AND SALE AGREEMENT
  
                               between
  
                       PARKWAY PORTFOLIO I LLC
                                  
                                 and
  
                    TRIAD PROPERTIES CORPORATION
  
                           APRIL 17, 1998
  
                          TABLE OF CONTENTS
  
  ARTICLE 1PURCHASE AND SALE
       1.1  Purchase and Sale   1
       1.2  Real Property Identified 1
       1.3  Personal Property Identified  2
       1.4 Definition  of  Parcel, Parcels, Building and  Buildings
            3
  
  ARTICLE 2 PURCHASE PRICE
       2.1  Escrow Deposit                                3
       2.2  Additional Escrow Deposit                     4
       2.3  Purchase Price                                4
       2.4  Payment of Purchase Price                     4
  
  ARTICLE 3 ESCROW; CLOSING
       3.1  Escrow Agent                                  4
       3.2  Closing Date                                  4
       3.3  Closing Costs                                 4
       3.4  Prorations                                    5
  
  ARTICLE 4 TITLE MATTERS
       4.1  Title Report/Commitment for Title Insurance   7
       4.2  Surveys                                       7
       4.3  Title Defects                                 8
       4.4  Title Insurance                               8
       4.5  "Aggregate" Title Policy                      8
  
  ARTICLE 5 INFORMATION SCHEDULES
       5.1  Information Schedules                         9
  
  ARTICLE 6 INSPECTION
       6.1  Inspection Period                            10 
       6.2  Right of Termination                         11
  
  ARTICLE 7 REPRESENTATIONS AND WARRANTIES
       7.1  Purchaser's Representations and Warranties   11
       7.2  Seller's Representations and Warranties      13
  
  ARTICLE 8 COVENANTS
       8.1  Covenants of Seller                          15
       8.2  Mutual Release                               17
  
  ARTICLE 9 CLOSING MATTERS
       9.1  Conditions to Purchaser's Obligations        17
       9.2  Conditions to Seller's Obligations           18
       9.3  Closing Deliveries                           18
       9.4  Purchaser's  Obligation  to  Timely  
            Deliver  Closing  Deliveries                 20
       9.5  Knowledge as a Defense                       20
       9.6  Limitations on Liability                     20
       9.7  Knowledge Standard                           20
       9.8  Closing Contingent on Courtyard at Arapaho 
            and Fairway Plaza Closings                   21
  
  ARTICLE 10DEFAULTS AND REMEDIES
       10.1  Damages Against Purchaser                   21
       10.2  Damages against Seller                      21
  
  ARTICLE 11RISK OF LOSS
       11.1  Risk of Loss                                22
       11.2  Minor Damage                                22
       11.3  Major Damage                                23
       11.4  Definition of Major Loss or Damage          23
  
  ARTICLE 12GENERAL PROVISIONS
       12.1  Brokerage Commission                        23
       12.2  Confidentiality                             23
       12.3  Entire Agreement                            24
       12.4  Further Assurances                          24
       12.5  Modification, Waiver                        24
       12.6  Severability                                24
       12.7  Successors                                  24
       12.8  Assignment                                  24
       12.9  Survival of Representations and Warranties  25
       12.10 Attorneys' Fees                             25
       12.11 Time                                        25
       12.12 No Other Inducement                         25
       12.13 Computation of Time Periods                 25
       12.14 Notices                                     25
       12.15 Headings                                    26
       12.16 Exhibits                                    26
       12.17 Counterparts                                27
       12.18 Governing Law                               27
       12.19 Effective Date                              27
  
  PURCHASE AND SALE AGREEMENT
  
       This Purchase and Sale Agreement ("Agreement") is made and
  entered into as of the Effective Date (as defined in Section ),
  by and between Parkway Portfolio I LLC, a Mississippi limited
  liability company ("Seller") and Triad Properties Corporation, an
  Alabama corporation, ("Purchaser");
  
       WHEREAS, Seller is the owner of certain parcels of land
  located in Addison, Texas and Dallas, Texas, which are legally
  described on Exhibits  and  attached hereto (the "Land"); and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land (collectively, the "Improvements") (the Land
  and Improvements are collectively referred to herein as the "Real
  Property"); and
  
       WHEREAS, Seller owns certain items of tangible and
  intangible personal property listed on Exhibit  attached hereto
  (collectively "Personal Property") (the Real Property and
  Personal Property are collectively referred to herein as the
  "Assets"); and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to Purchaser, and Purchaser desires to purchase and acquire from
  Seller, all of Seller's right, title and interest in and to the
  Land, Improvements and the Personal Property pursuant to the
  terms and conditions set forth herein (the "Transaction"); and
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants, agreements, representations and warranties
  contained in this Agreement, and intending to be legally bound,
  Purchaser and Seller agree as follows:
  
  I.
       ARTICLE
  
                          PURCHASE AND SALE
  
  0.1         Purchase and Sale.  Subject to the provisions of, and on the
  basis of the covenants, agreements, representations and
  warranties contained in this Agreement, Seller agrees to sell,
  transfer, assign and convey all of its right, title and interest
  in and to the Assets to Purchaser, and Purchaser agrees to
  purchase and acquire the Assets from Seller.
  
  0.2        Real Property Identified.  As used herein, the Real
  Property shall mean:
  (a)                   Description of Land.  The real estate
  legally described in Exhibits  and  attached hereto.
  
  (b)                   Description of Improvements.  The
  Improvements, all building materials, fixtures, heating,
  ventilation and air conditioning systems, canopies, sidewalks,
  walkways, planters and landscape materials, and all other real
  property improvements owned by Seller and located in, on or under
  the Land or related to, used or available for use in the
  ownership, conduct, operation or maintenance of the Real
  Property.
  
  (c)                   Rights and Appurtenances.  All and
  singular, the rights and appurtenances pertaining to the Land,
  including, but not limited to, any right, title and interest of
  Seller in and to adjacent streets, roads, alleys, easements and
  rights-of-way.
  
  0.3     Personal Property Identified.
  
  (a)                   Description of Tangible Personal Property.
  The tangible Personal Property consists of all tangible personal
  property located on or attached to the Real Property and owned by
  Seller and used or available for use by Seller in the ownership,
  operation and/or management of the Real Property and in the
  repair, operation and maintenance of the Assets, including,
  without limitation, all of Seller's right, title and interest in
  all equipment, tools, machinery, furniture, furnishings, office
  and other supplies, inventories, spare parts and other tangible
  personal property located on or attached to the Real Property.
  The tangible Personal Property specifically includes all tangible
  personal property located in any management office at the real
  property owned or leased by Seller.  The material tangible
  Personal Property is generally described on Exhibit  attached
  hereto.
  
  (b)                   Description of Intangible Personal
  Property.  The intangible Personal Property consists of all
  material intangible personal property owned by Seller and used by
  Seller in connection with the operation and/or management of the
  Real Property and in the repair, operation and maintenance of the
  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 use and ownership of
  the Assets or the operation thereof; (iii) all assignable
  contracts, agreements and contract rights; (iv) rights, if any,
  to use any trade names associated with the Assets on a non-
  exclusive basis (Seller makes no representation or warranty with
  respect to its right to use such names and has not registered or
  filed an assumed name certificate for the same in any manner);
  and (v) all leases, tenancies and rental agreements or
  arrangements (collectively, the "Leases") with tenants, and
  security, damage and other deposits and payments which are set
  forth on Exhibit  with respect to the Leases and not applied by
  Seller in accordance with the terms of the Leases prior to the
  Closing Date (collectively, the  "Deposits").
  
  0.4 Definition of Parcel, Parcels, Building and Buildings.
  
  (a)                   Building(s).  The terms "Building" and
  "Buildings" as used herein shall mean and refer to either one of
  or both of the Belvedere Building and/or the Atrium at Bent Tree
  Building as the context may require.
  
  (b)                   Belvedere Building.  The term "Belvedere
  Building" shall mean and refer to the Building located on the
  Land in Addison, Texas and more particularly described on Exhibit.
  
  (c)                   Atrium at Bent Tree Building.  The term
  "Atrium at Bent Tree Building" shall mean and refer to the
  Building located on the Land in Dallas, Texas and more
  particularly described on Exhibit .
  
  (d)                   Parcel(s).  The term "Parcel" and "Parcels"
  as used herein shall mean and refer to either one of or both of
  the Belvedere Parcel and/or The Atrium at Bent Tree Parcel as the
  context may require.
  
  (e)                   Belvedere Parcel.  The term "Belvedere
  Parcel" shall mean and refer to the Land legally described on
  Exhibit  and the Improvements located thereon.
  
  (f)                   Atrium at Bent Tree Parcel.  The term
  "Atrium at Bent Tree Parcel" shall mean and refer to the Land
  legally described on Exhibit  and the Improvements located
  thereon.
  
                       1              ARTICLE
  
                           PURCHASE PRICE
  1.1   Escrow Deposit.  Purchaser shall within two (2) business days 
  following the Effective Date deliver to Chicago Title Insurance Company,
  National Accounts Division, Attention: Ellen Schwab, Telephone:
  ________, Facsimile:_______, Attention: __________ or such other
  national title company as selected by Seller and approved by
  Purchaser ("Title Company") the sum of $150,000.00 ("Initial
  Escrow Deposit") in lawful funds of the United States of America.
  Except as contemplated by Sections  and , the Initial Escrow
  Deposit and all interest thereon shall be non-refundable to
  Purchaser but shall be credited toward the Purchase Price upon
  Closing (defined below). Title Company is hereby instructed to
  invest the Initial Escrow Deposit in an interest bearing account
  in the name of Purchaser.  Purchaser's taxpayer identification
  number is __________.  Purchaser and Seller hereby acknowledge
  and agree that, at Closing all accrued interest on the Initial
  Escrow Deposit shall be credited to Purchaser, provided, however,
  in the event that this Transaction does not close under
  circumstances where Seller is entitled to the Escrow Deposit,
  then all accrued interest thereon shall be delivered to Seller.
  
  1.2 Additional Escrow Deposit.  Within one (1) business day
  following the expiration of the Inspection Period (defined
  below), if Purchaser has not elected to terminate this Agreement
  in accordance with Article  below, Purchaser shall deposit an
  additional $150,000.00 (the "Additional Escrow Deposit") which
  shall, together with the Initial Escrow Deposit constitute the
  "Escrow Deposit".  In the event Purchaser fails to deliver the
  Additional Escrow Deposit pursuant to the terms hereof, then the
  Initial Escrow Deposit shall be delivered to Seller and neither
  party shall have any further obligation to the other. Upon
  delivery of the Additional Escrow Deposit, the entire Escrow
  Deposit shall be non-refundable to Seller except as contemplated
  by Sections  and .
  
  1.3  Purchase Price.  Seller agrees to sell, and Purchaser agrees to 
  purchase, the Assets for a total purchase price equal to Twenty Seven
  Million Five Hundred Fifty Thousand and 00/100 Dollars
  ($27,550,000) ("Purchase Price"), plus or minus prorations and
  other adjustments provided by this Agreement, upon and in
  accordance with the terms and conditions of this Agreement.  The
  Purchase Price shall be allocated among the Parcels pursuant to
  Exhibit .
  
  1.4  Payment of Purchase Price.  The Purchase Price
  (of which the Escrow Deposit may be a part), plus or minus
  prorations, shall be paid in immediately available funds through
  escrow to Seller on the Closing Date (defined below).
  
                       2       ARTICLE
  
                           ESCROW; CLOSING
  2.1  Escrow Agent. 
  Title Company is authorized and instructed to act as escrow agent
  pursuant to the terms of this Agreement.  By execution of the
  acknowledgment attached hereto, Title Company acknowledges
  receipt of the Initial Escrow Deposit.  Title Company shall
  promptly notify both Purchaser and Seller upon receipt of the
  Additional Escrow Deposit.  Purchaser and Seller shall execute
  any additional escrow instructions reasonably required by Title
  Company to complete the Transaction provided that such
  instructions are not inconsistent with the terms of this
  Agreement.
  
  2.2  Closing Date.
  Closing shall be on the fifteenth (15th)  day after the
  expiration of the Inspection Period (hereafter referred to as
  "Closing Date" or "Closing"), unless a different date is
  determined by the mutual agreement of Seller and Purchaser.  If
  Seller elects to extend the closing under that certain Purchase
  and Sale Agreement of even date herewith between Purchaser and
  Parkway Properties LP (the "Courtyard Agreement"), Purchaser may
  at its option proceed to close the transaction contemplated
  hereby.
  
  2.3  Closing Costs.
  
  (a)                   Seller's Payments.  Seller shall pay the
  cost and expenses, if any, of (i) the title search and title
  insurance commitment; (ii) fees for recording the deed conveying
  the Real Property, including any stamp, documentary or transfer
  taxes; (iii) the surveys; (iv) the premium for a single Owner's
  standard form title policy in the aggregate amount of $53,250,000
  which shall cover the Real Property and the "Real Property" under
  the Courtyard Agreement (but not for any modifications,
  endorsements or deletions with respect thereto, including without
  limitation, survey endorsements) not to exceed $155,913.50; and
  (v) one-half of any escrow fees charged by Title Company.
  
  (b)                   Purchaser's Payments.  Purchaser shall pay
  and the cost and expenses of: (i) any endorsements, modifications
  or deletions to the title insurance policies (including, without
  limitation, deletion of the survey exception); and (ii) one-half
  of any escrow fees charged by title company.
  
  (c)                   Other Costs.  Each party will pay all its
  own expenses incurred in connection with this Agreement and the
  transactions contemplated hereby, including, without limitation
  (i) all costs and expenses stated herein to be borne by a party,
  and (ii) all of their respective consulting, accounting, legal
  and appraisal fees.
  
  2.4   Prorations.  Thefollowing prorations shall be made effective 
  as of the Closing Date and, to the extent possible, shall be made
  tentatively at Closing:
  
  (a)                   Proration Date.  All prorations shall be
  made as of 12:01 a.m., according to the time zone in which the
  Assets are located, on the Closing Date, and, subject to the
  provisions of Section , as if Purchaser were vested with title to
  the Assets during the entire Closing Date.
  
  (b)                   Rents.  All rents under the Leases for the
  month in which Closing occurs which are actually received by
  Seller shall be prorated as of the Closing Date.  All advance
  payments of rents, other than for the month in which Closing
  occurs, and all Deposits shall be paid by Seller to the Purchaser
  at Closing.  Delinquent rents and additional rents owed for the
  month during which Closing occurs (for the pro rata period of
  Seller's ownership of such Property) or prior to the month during
  which the Closing takes place shall remain the property of
  Seller, and Purchaser, without cost to Purchaser, shall use
  reasonable efforts (not to include commencing any eviction action
  or other litigation to collect such delinquency) to collect such
  delinquent rents and additional rents for the benefit of Seller
  after Closing and shall cooperate with Seller in the collection
  of any such delinquent rents and additional rents, but shall not
  be obligated to collect any such delinquency.  Seller shall
  retain the right to pursue all remedies (excluding eviction of
  tenants) against tenants from whom Purchaser is unable to collect
  such delinquent rents and additional rents despite diligent
  efforts.  After the Closing, Seller will cause to be paid or
  turned over to Purchaser all rents, if any, received by Seller
  after Closing and attributable to any period following the
  Closing.  All rent received by Purchaser after the Closing Date
  shall be applied first to current rentals and then to delinquent
  rentals in the inverse order of maturity.  Purchaser shall cause
  to be paid or turned over to Seller all rents received by
  Purchaser after Closing and attributable to any period prior to
  Closing, subject to the provisions of the immediately preceding
  sentence.
  
  (c)                   Deposits.  After the Closing, Purchaser
  will assume full responsibility for all  Deposits which are
  itemized by Seller and credited to Purchaser at the Closing.
  
  (d)                   Taxes.  Ad Valorem and personal property
  taxes and assessments against the Assets for the year of Closing,
  including, without limitation, assessments associated with
  declaration of covenants and association dues, if any, 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.  Provided, however, Seller shall
  not be required to make payments to Purchaser for any tax
  proration to the extent such payment is payable by or chargeable
  to tenants.  Subject to any applicable proration, all such taxes
  and assessments which are due and payable on or before the
  Closing Date shall be paid in full by Seller prior to Closing.
  
  (e)                   Utilities.  Charges for utilities serving
  the Assets shall be determined as of the day preceding the
  Closing Date.  Final readings and final billings for utilities
  will be made if possible as of the day preceding Closing, in
  which event no proration will be made at Closing with respect to
  utility bills.  If final readings and final billings for
  utilities are not possible, the parties shall prorate the utility
  bills based on the most recent prior months' utility bills, and
  upon receipt of the actual utility bills which include the
  Closing Date and to the extent that the amounts so apportioned at
  Closing differ, Seller and Purchaser shall make all necessary
  adjustments by appropriate payments between themselves following
  Closing. All utility deposits of Seller shall belong to Seller.
  
  (f)                   Contract Charges.  Charges with respect to
  service 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.  To the extent
  not reflected in the closing statements evidencing the
  Transaction, Purchaser and Seller agree to adjust between
  themselves outside of Closing any amounts which are the
  responsibility of the other party pursuant to this subsection.
  
  (g)                   Miscellaneous Operating Income and Expense.
  Except as otherwise provided herein, all other income or
  operating expenses relating to the Assets will be prorated at the
  Closing, effective as of the date of Closing.
  
  (h)                   Leasing Costs.  Seller shall be responsible
  for paying all costs, including, without limitation, tenant
  improvements and leasing commissions associated with any new
  lease, or any expansion, modification or renewal of any existing
  Lease, executed by Seller or exercised by a tenant prior to the
  Effective Date.  If Purchaser acquires the Assets, Purchaser
  shall be responsible for paying all costs (including, without
  limitation, leasing commissions and tenant improvements costs)
  associated with all leases or lease expansions, modifications or
  renewals executed after the Effective Date to which Purchaser has
  consented or has been deemed to consent or associated with any
  lease expansion or renewal occurring after the Effective Date
  pursuant to the existing provisions of the applicable Lease.
  Seller shall receive a credit at Closing for any such costs
  previously paid by Seller which are obligations of Purchaser
  hereunder.  If, for any reason, Purchaser does not purchase the
  Assets, Purchaser shall not be responsible or liable to any
  entity with respect to any such costs or leasing commissions.
  
  (i)                   Tenant Additional Rents.  Seller and
  Purchaser acknowledge that certain tenants of the Buildings may
  owe payments after the Closing, attributable to percentage
  rentals, expense escalation reimbursements, operating expense
  pass-throughs, and common area maintenance reimbursements.  The
  parties further agree to prorate any such payments, effective as
  of the date of the Closing, as they are received by Purchaser
  after the Closing.
       The agreements with respect to prorations in this Section
  shall survive Closing.  Final settlement of all prorated items,
  except real estate taxes if final determination thereof is not
  possible, delinquent rentals if collected, and tenant additional
  rents, shall occur on or before 60 days after the Closing Date,
  or on the next business day if the 60th 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.
  
                             3  ARTICLE
  
                           TITLE MATTERS
  3.1                   Title Report/Commitment for Title Insurance
  Title Report/Commitment for Title Insurance  Title
  Report/Commitment for Title Insurance.  Seller hereby instructs
  Title Company to prepare and deliver to Purchaser, Seller and the
  surveyors described below, at Seller's expense, as soon as
  possible after the Effective Date an "aggregate" title commitment
  issued by Title Company together with legible copies of all
  referenced exceptions (the "Title Commitment") covering the
  Parcels and the "Parcels" as defined in the Courtyard Agreement
  (the "Courtyard Parcels"), showing all matters affecting title to
  the Parcels and binding Title Company to issue to Purchaser at
  Closing an owner's policy of title insurance on a standard non-
  residential Texas form of policy in the full amount of the
  Purchase Price and the "Purchase Price" under the Courtyard
  Agreement pursuant to Section  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.
  
  3.2                   Surveys  Surveys  Surveys.  Seller shall,
  within two (2) business days of the Effective Date, order surveys
  or updates to surveys to be delivered to Seller, Purchaser and
  Title Company.  Such surveys shall be land title surveys of the
  Land and of the Improvements situated thereon dated no earlier
  than January 1, 1998, situated thereon (the "Surveys"), each
  prepared by a surveyor licensed by the State in which the Assets
  are located and certified to Purchaser, Seller and Title Company
  and such other parties as Purchaser may designate by such
  surveyors.  Seller shall use diligent efforts to cause the
  surveys to be delivered no later than ten (10) business days
  after the Effective Date.
  
  3.3                   Title Defects  Title Defects  Title
  Defects.  Within seven (7) days after receipt of the later of the
  Title Commitment and the Survey, Purchaser shall notify Seller in
  writing ("Purchaser's Notice") of any title matters to which
  Purchaser objects (the "Title Defects").  Any matter disclosed in
  the Title Commitment or Survey and not objected to by Purchaser
  or subsequently waived by Purchaser shall be deemed a permitted
  exception  ("Permitted Exception").  Seller shall notify
  Purchaser of Seller's decision not to cure any Title Defect
  within five (5) days after receipt of Purchaser's Notice;
  provided, however, Seller shall remove all monetary liens, if
  any.  Seller's failure to respond shall be deemed a decision by
  Seller not to cure any Title Defect.   Within five (5) days of
  Seller's election not to cure certain Title Defects, Purchaser
  may elect to waive such Title Defects or terminate this Agreement
  in which event Seller shall be entitled to the Escrow Deposit and
  all interest accrued thereon.  Purchaser's failure to respond
  shall be deemed a decision by Purchaser to waive the Title
  Defects to which Seller decides not to cure.  If the Title
  Defects, that Seller elected to cure, are not cured by Seller or
  waived by Purchaser on or before the Closing Date then Purchaser
  may (i) elect to waive the uncured Title Defects, or (ii)
  terminate this Agreement in which event Purchaser shall be
  entitled to receive the Escrow Deposit and all interest accrued
  thereon.  Without regard to the foregoing, in the event of an act
  or omission of Seller which has a material adverse effect on
  title to the Parcels after the effective date of the Title
  Commitment, Purchaser may terminate this Agreement and receive
  the Escrow Deposit and all interest accrued thereon.
  
  3.4                   Title Insurance  Title Insurance  Title
  Insurance.  At Closing, Seller and Purchaser shall instruct Title
  Company to issue a final update to the Title Commitment in which
  the "GAP" exception has been deleted, binding Title Company to
  issue to Purchaser an "aggregate" owner's policy of title
  insurance (the "Title Policy") covering the Parcels in the full
  amount of the Purchase Price and the "Purchase Price" under the
  Courtyard Agreement.  The Title Policy shall be Texas standard
  form owner's policy of title insurance subject only to: (a)
  current non-delinquent real estate taxes and assessments; (b)
  Permitted Exceptions; (c) title exceptions caused by acts or
  omissions of Purchaser; and (d) with Schedule B, Item 1 marked
  "none of record" or reflecting only those restrictive covenants
  which are Permitted Exceptions, Schedule B, Item 5 limited to the
  year in which Closing occurs and subsequent years, Schedule B,
  Item 6 deleted, and with none of the matters on Exhibit "C"
  listed as exceptions, and with Schedule B, Item 2 amended to read
  "shortages in area only" upon Purchaser's payment of a 15%
  additional premium.
  
  3.5                    "Aggregate" Title Policy   Aggregate Title
  Policy   Aggregate Title Policy.  Purchaser acknowledges that
  certain cost savings will result from the issuance by the Title
  Company of one (1) multi-property title insurance policy covering
  both the Real Property to transferred pursuant to this Agreement
  and certain real property to be purchased from Seller (or related
  entities) pursuant to the Courtyard Agreement.  Accordingly, if
  Seller extends the Closing under the Courtyard Agreement and
  Purchaser elects to proceed to Close this transaction, Purchaser
  hereby agrees that Purchaser and Seller will at Closing instruct
  the Title Company that, notwithstanding Closing of this
  transaction, the Title Company shall have no obligation to
  deliver the Title Policy prior to the day that is the business
  day after Closing of both agreements and which precedes the
  expiration date of the Title Commitment (the "Expiration Date").
  Should the acquisition of the Parcels fail to close on or before
  the Expiration Date, Purchaser and Seller shall in good faith
  request a one time re-issuance of the Title Commitment extending
  the expiration of the Title Commitment for an additional sixty
  (60) day period (the "Extended Expiration Date").  In the event
  such request is rejected by the Title Company, Seller and
  Purchaser shall instruct the Title Company to deliver the Title
  Policy to Purchaser no later than the Expiration Date.  If the
  request for the re-issuance of the Title Commitment is granted,
  then the Title Company shall be instructed to deliver the Title
  Policy to Purchaser on that day that is the earlier to occur of
  (i) the closing of the acquisition under the Courtyard Agreement
  or (ii) the Extended Expiration Date.
  
                       4              ARTICLE
  
                        INFORMATION SCHEDULES
  
  4.1                   Information Schedules  Information
  Schedules  Information Schedules.  Seller has delivered or will
  deliver within two (2) business days after the Effective Date, or
  make available for inspection by Purchaser, without
  representation or warranty of any type other than as expressly
  provided in Section  hereof, copies of all schedules and
  documents referred to in this Agreement ("Information
  Schedules"), including the following schedules and other
  information described below:
  
  (a)                  Leases.  True and complete copies, of all
  Leases listed on the rent roll and all amendments and
  modifications to all Leases.  Seller will make the tenant files
  relating to the Leases available for inspection by Purchaser at
  either the Buildings or its local property manager's office, to
  the extent such are in Seller's or its agent's possession.
  
  (b)                   Contracts.  Copies of all written service,
  maintenance, management and other agreements, equipment leases,
  contracts and arrangements relating or pertaining to the Assets
  (collectively "Contracts") which are identified on the Contracts
  Schedule which is attached hereto as Exhibit .
  
  (c)                   Permits.  Copies of all current business or
  other licenses, permits, certificates of occupancy,
  authorizations and other evidences of consent relating to or
  affecting the Assets (collectively "Permits") of or from any
  governmental authority, which are in Seller or its agents'
  possession.
  
  (d)                   Property Taxes/Utility Bills.  Copies of
  the tax statements and bills (both real estate and personal
  property taxes) and all utility statements and bills with respect
  to the Assets for all prior years which are in Seller's
  possession.
  
  (e)                   Warranties.  Copies of all material third
  party warranties and guaranties, including any warranties
  relating to equipment, structures, roof, landscaping, parking lot
  or parking lot surfaces, if any, which are in effect with respect
  to or which benefit any portion of the Assets.
  
  (f)                   Operating Statements.  As soon as
  available, copies of all operating statements for the Assets for
  the  period beginning upon Seller's acquisition of the applicable
  Parcel through March 31, 1998 and all prior operating statements
  of the previous owners of the Parcels which are in Seller's
  possession.
  
  (g)                   Plans.  Copies of all construction plans,
  specifications, diagrams and schematics of the Real Property and
  Improvements in Seller's possession or control will be made
  available to Purchaser at the location of the Assets.
  
  (h)                  Third Party Reports.  Copies of any
  environmental, structural or mechanical reports, or any
  appraisals in Seller's possession.
  
  (i)                  Zoning Letters.  Copies of any letters
  obtained by Seller upon its acquisition of the Parcels from
  governmental authorities regarding local zoning requirements.
  
       Notwithstanding the fact that Seller is furnishing all such
  information, Purchaser acknowledges and agrees that Seller makes
  no representation or warranty, express or implied, as to the
  accuracy or completeness of any of such information, reports,
  plans, statements or appraisals and is providing them to
  Purchaser solely as an accommodation to Purchaser.  Provided,
  however, this disclaimer of representation and warranties shall
  not alter or otherwise diminish in any manner the express
  representations and warranties of Seller set forth under Section
   .
  
                            5    ARTICLE
  
                             INSPECTION
  
  5.1  Inspection Period.
  During the period beginning upon the
  Effective Date and ending at 5:00 p.m., central time, May 18,
  1998 (such period of time hereinafter referred to as the
  "Inspection Period"), Purchaser and/or its attorneys, consultants
  or employees ("Authorized Representatives") shall have the right
  to: (i) make a physical inspection of the Assets subject to the
  rights of tenants, (ii) examine the financial and operating books
  and records relating to the Assets maintained by or for the
  benefit of Seller, (iii) interview tenants of the Improvements,
  and (iv) conduct such non-destructive physical engineering,
  feasibility and other studies and tests on or of the Assets as
  Purchaser considers to be appropriate.  Subject to Seller's prior
  written approval of the scope and nature of any Phase 2
  environmental site assessment, which shall not be unreasonably
  withheld, Purchaser may conduct a Phase 2 environmental site
  assessment of the Assets if recommended by Purchaser's
  environmental consultant.  Purchaser and/or Purchaser's
  Authorized Representatives may also copy any documents referred
  to or described in the Information Schedules but not required to
  be provided to Purchaser as part of any such schedule.
  Notwithstanding the foregoing, Purchaser hereby agrees to use
  commercially reasonably efforts not to unreasonably interfere
  with Seller's operations at the Improvements or interfere with
  any tenant's operations at the Improvements, and the scheduling
  of any inspections, interviews, and/or testing shall take into
  account the timing and availability of access to tenant's
  premises, subject to and in accordance with tenants' rights under
  the Leases or as tenants may otherwise agree.  Purchaser shall at
  all times conduct such due diligence in  compliance with
  applicable laws and the terms of any leases of the Improvements,
  and in a manner so as to not cause undue damage, loss, cost or
  expense to Seller, the Improvements or the tenants of the
  Improvements, and Purchaser shall promptly restore the
  Improvements to their condition immediately preceding such
  inspections and examinations and shall keep the Improvements free
  and clear of any mechanic's liens or materialmen's liens in
  connection with such inspections and investigations.  Seller
  shall have the right, at its option, to cause a representative of
  Seller to be present at all such inspections, reviews and
  examinations.  Purchaser shall keep all information or data
  received or discovered in connection with such due diligence (the
  "Confidential Information") strictly confidential; provided,
  however, Purchaser may disclose such Confidential Information if
  required by law and to Authorized Representatives. Purchaser
  shall indemnify, protect, defend and hold Seller harmless from
  and against any obligation, liability, claim (including any claim
  for damage to property or injury to or death of any persons),
  lien or encumbrance, loss, damage, cost or expense, including
  attorney's fees, in any way caused by the inspections or
  examinations of the Assets by Purchaser or its authorized
  representatives.  The foregoing indemnification shall survive the
  Closing or the termination of this Agreement for any reason.
  
  5.2                   Right of Termination  Right of Termination
  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 and Title Company on or
  before the expiration of the Inspection Period and Title Company
  shall immediately deliver to Seller the Initial Escrow Deposit
  and any interest thereon.  In the event the Transaction does not
  close for any reason, Purchaser shall deliver to Seller all
  materials, studies or documents received from third parties or
  from Seller relating to the Assets and copies of tests and
  studies received by Seller from third parties relating to the
  physical condition of the Assets, without representation or
  warranty of any type.
  
                       6        ARTICLE
  
                   REPRESENTATIONS AND WARRANTIES
  
  6.1  Purchaser's presentations and Warranties.  Purchaser makes the 
  following representations and warranties, as of the date of execution of
  this Agreement, which shall survive Closing and conveyance of the
  Assets to Purchaser:
  
  (a)                   Authority.  Purchaser is a corporation,
  duly formed, organized, existing and in good standing under the
  laws of the State of Alabama; 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 person executing this
  Agreement and the other documents required hereunder is the duly
  designated officer of Purchaser and is authorized to do so.
  
  (b)                   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.
  
  (c)                   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.
  
  (d)                  "AS IS, WHERE IS".  PURCHASER HEREBY
  EXPRESSLY ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL
  INSPECT AND EXAMINE THE ASSETS TO THE EXTENT DEEMED NECESSARY BY
  PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE
  OF THE ASSETS.  PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE
  PURCHASER OF REAL ESTATE AND OFFICE DEVELOPMENTS AND THAT, EXCEPT
  AS SET FORTH IN SECTION  OR THE DOCUMENTS DELIVERED PURSUANT TO
  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 ASSETS,
  INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
  CONDITIONS THEREOF, AND IS RELYING OR WILL RELY UPON SAME, AND
  SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT
  LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS.
  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
  ACQUIRING THE ASSETS ON AN "AS IS, WHERE IS, WITH ALL FAULTS"
  BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS
  OR IMPLIED, OF ANY KIND OR NATURE OTHER THAN THOSE SET FORTH
  HEREIN AND IN THE DOCUMENTS OF TRANSFER RELATING TO THIS
  TRANSACTION.  THE PROVISIONS OF THIS SECTION SHALL BE CONTAINED
  IN THE DEED TO BE DELIVERED TO PURCHASER AT CLOSING AND SHALL
  SURVIVE CLOSING AND THE FUTURE TRANSFER OF ANY OR ALL OF THE
  ASSETS BY PURCHASER.
  
       Initialed by:
  
       Seller              Purchaser
  
  6.2  Seller's Representations and Warranties.
  Seller makes the following representations and
  warranties, as of the date of execution of this Agreement, which
  shall survive Closing (to the extent set forth in Section ) and
  conveyance of the Assets to Purchaser:
  
  (a)                   Authority. Seller is a limited liability
  company, duly formed, organized, existing and in good standing
  under the laws of the State of Mississippi.  Seller is currently
  registered as a limited liability company with the Texas
  Secretary of State.  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.  The persons executing this Agreement and
  the other documents required hereunder are the duly designated
  representatives of Seller and are authorized to do so.
  
  (b)                  Litigation.  There are no actions, suits or
  proceedings pending or, to Seller's actual knowledge, threatened
  against, by or affecting Seller which affect title to the Assets
  or which question the validity or enforceability of this
  Agreement or of any action taken by Seller under this Agreement,
  in any court or before any governmental authority, domestic or
  foreign.
  
  (c)                   Indefeasible Title.  At the Effective Date
  and as of Closing, Seller will own the Personal Property free and
  clear of all liens, claims, encumbrances, and rights of others,
  except for the Permitted Exceptions and the leased or financed
  equipment disclosed pursuant to the Information Schedules, 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.
  
  (d)                   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.
  
  (e)                   Condemnation.  Seller has received no
  written notice of any condemnation proceedings relating to the
  Property.
  
  (f)                  Governmental Notice.  To Seller's actual
  knowledge, Seller has received no written notice from any
  governmental entity and has no actual knowledge of any violations
  or potential violation of any zoning, building, health,
  environmental or other laws, codes or ordinances, regulations,
  orders or requirements of any city, county, state or other
  governmental authority having jurisdiction thereof.
  
  (g)                   Rent Roll.  To Seller's actual knowledge,
  the Rent Roll, Delinquency Reports (if attached), Security
  Deposit Schedule and Commissions Schedule are each attached
  hereto as part of Exhibit  and are accurate in all material
  respects.
  
  (h)                  Leases.  To Seller's actual knowledge, the
  Leases scheduled and identified on the Rent Roll attached hereto
  are the only leases or other agreements for use, occupancy or
  possession presently in force with respect to all or any portion
  of the Assets.
  
  (i)                  Estoppel Representation.  To Seller's actual
  knowledge, the Leases scheduled and identified on the Rent Roll
  are all presently in full force and effect, have not been
  modified, supplemented or amended except as set forth on the Rent
  Roll, and are the entire agreement between Seller and the
  "lessees" or "tenants" thereunder; Seller has fully and
  completely performed all of the duties and obligations of the
  "lessor" or "landlord" under the Leases arising on or before the
  date hereof, there are no obligations of the "lessor" or
  "landlord" under any of the Leases to make or to pay for any
  improvements, alterations or additions to the premises covered
  thereby except as indicated in the Leases; there are no defaults
  by the "lessees" or "tenants" under any of the Leases; there are
  no rentals which have been paid under any of the Leases more than
  one (1) month in advance except as indicated on the Rent Roll;
  except as indicated in the Leases there are no rent concessions
  or offsets with respect to any of the Leases; except as indicated
  in the Leases there are no options in favor of the "lessees" or
  "tenants" under any of the Leases to purchase all or any portion
  of the Property, except as indicated in the Leases, there are no
  options in favor of the "lessees" or "tenants" to renew or extend
  the term of any of the Leases.  This representation shall
  terminate and be of no further force or effect as to each Lease
  upon the delivery to Purchaser of a Tenant's Estoppel Certificate
  in the form attached hereto without any material modification
  thereto so long as such estoppel certificate is consistent with
  the substance of this representation and the terms of such
  Tenant's Lease.
  
  (j)                   Contract Schedule.  To Seller's actual
  knowledge, the Contract Schedule sets forth all Contracts
  pertaining to the Assets.  Seller shall cause any property
  management agreements applicable to the Parcels to be terminated
  as of the Closing.
  
  (k)                  Environmental Matters.  For the purpose of
  this Agreement, the term "Hazardous Materials" shall mean (i)
  each and every substance included within the term "hazardous
  substance" or "hazardous waste" as defined in any one or more of
  the Comprehensive Environmental Response, Compensation, and
  Liability Act of 1980, 42 U.S.C.A. Section 9601 et seq. (as
  heretofore amended), the Hazardous Materials Transportation Act
  of 1975, 49 U.S.C.A. Section 1801 et seq. (as heretofore
  amended), the Resource Conservation and Recovery Act of 1976, 42
  U.S.C.A. Section 6901 et seq. (as heretofore amended) and any
  other federal, state or local environmental laws or regulations
  now or hereafter enacted; (ii) all substances to which the rules
  and regulations promulgated by any Federal or state agency
  pursuant to any one or more of said statutes applies; and (iii)
  any and all petroleum products and petroleum derivatives.  Seller
  represents unto Purchaser that the following  matters are true as
  of the date of execution of this Agreement by Seller, and shall
  survive Closing and not merge into any documents delivered at
  Closing:
  
  (i)                   Seller has no actual knowledge of any (i)
  currently existing violations of federal, state, county or
  municipal environmental laws in respect to the Parcels, 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;
  
  (ii)                  Seller has no actual knowledge of any
  underground storage tanks ("USTs") located on or below the Land;
  
                             7  ARTICLE
  
                              COVENANTS
  7.1                   Covenants of Seller  Covenants of Seller
  Covenants of Seller.  Seller covenants and agrees with Purchaser
  as follows:
  
  (a)                   Access.  Subject to the terms and
  conditions of Section , during normal business hours prior to
  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.  Prior to Closing, Seller will
  furnish Purchaser with such additional financial and operating
  data and other information reasonably available to Seller as may
  be reasonably necessary for Purchaser to thoroughly evaluate the
  Assets, including, without limitation, updated rent rolls,
  commissions schedule, operating statements and contract
  information.
  
  (b)                  Operation of Assets Prior to Closing.  Prior
  to Closing, Seller shall:  (i) not cancel or permit cancellation
  of any hazard or liability insurance carried with respect to the
  Assets; (ii) operate the Assets on a basis consistent with
  historical operations including, without limitation, undertaking
  all reasonably  required ordinary maintenance and repair of the
  Improvements (but not including any capital or extraordinary
  expenditures) or (iii) undertake any required tenant improvements
  relating to new or renewal leases in compliance with the Leases
  and subject to reimbursement by Purchaser at Closing in
  accordance with the terms hereof.  Prior to Closing, Seller will
  not, without the prior written consent of Purchaser, amend,
  renew, extend modify or terminate any Contract.  Provided, in the
  event Seller provides Purchaser with any proposed Contract, and
  Purchaser does not object to the terms thereof within five (5)
  business days, Purchaser shall be deemed to have approved such
  Contract and agreed to assume Seller's obligations thereunder at
  Closing.  With respect to Contracts in effect on the Effective
  Date, Seller shall, to the extent cancellable, cancel any
  Contracts upon Purchaser's written request prior to Closing.  In
  addition, Seller shall terminate any Contracts which may not be
  assumed pursuant to the terms thereof.  Contracts terminated
  pursuant to this section shall be referred to herein as the
  "Terminated Contracts".
  
  (c)                   Payments.  Subject to Section ,  Seller
  will cause to be paid when due or shall be responsible for all
  trade accounts and costs and expenses of operation and ordinary
  maintenance of the Assets incurred to the Closing Date.
  
  (d)                   Cooperation.  Seller will reasonably assist
  and cooperate with any environmental evaluation, study or audit
  of the Assets prepared by, for or at the request of Purchaser.
  
  (e)                   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.
  
  (f)                   Estoppel Certificates. Seller shall use
  reasonable efforts to deliver estoppel certificates in material
  conformance with the form attached hereto as Exhibit -1 from all
  Tenants and shall provide a Seller estoppel certificate in the
  form attached hereto as Exhibit -2 for each tenant not providing
  an estoppel certificate.  Upon receipt of an estoppel certificate
  from a tenant, any previously delivered Seller estoppel
  certificate relating to such tenant shall be of no further force
  or effect if materially consistent with such tenant estoppel.
  Notwithstanding anything in this Agreement to the contrary, in
  the event Seller fails to deliver, prior to Closing, Tenant
  estoppel certificates regarding at least seventy-five percent
  (75%) of the tenants in each Building and every Tenant leasing
  5,000 square feet or more, which are consistent with the Rent
  Roll, the terms of such Tenant's Lease and do not indicate any
  material default of any party to said Lease, Purchaser may
  terminate this Agreement.
  
  (g)                  State of Repair.  In the event Purchaser
  identifies any material defect in the Improvements within ten
  (10) business days following the Effective Date, Purchaser shall
  have the right to notify Seller of the same, and in such event,
  Seller shall notify Purchaser within five (5) business days
  following such notice that it either (a) elects to cure such
  defect, in which event Seller shall proceed to cure the same
  prior to the Closing Date, and it shall be a condition of
  Purchaser's obligations hereunder that such defect be cured to
  Purchaser's reasonable satisfaction; (b) elects to credit
  Purchaser at Closing with the cost of correcting such material
  defect, as reasonably estimated by Seller and Purchaser, or (iii)
  does not elect to cure such material defect or credit Purchaser
  at Closing with the cost of correcting the same.  In the event
  Seller notifies Purchaser that it elects to cure any such
  material defect and such defect has not been cured by the Closing
  Date, or if Seller notifies Purchaser that it does not elect to
  cure such defect or credit Purchaser with the cost therefor,
  Purchaser shall have the right to terminate this Agreement.  For
  purposes hereof, a "material" defect shall be any defects or need
  for repairs, restoration, treatment or completion during the
  current twelve (12) month period following Closing the cost of
  correcting such defect exceeds $1,000,000 in the aggregate.
  
  (h)                   Leasing.  Seller (and/or Seller's agents),
  in consultation with Purchaser, shall continue in good faith to
  advance all leasing activities for the Assets including, without
  limitation, new leases, extensions, expansions, renewals or other
  modifications of any Lease.  Notwithstanding any provision herein
  to the contrary, Seller shall not enter into any new lease, or
  any extension, expansion, renewal or modification of any Lease
  unless Purchaser approves the same in its reasonable discretion.
  Seller shall provide Purchaser with notice of any proposed
  modification, termination, extension or new Lease.  Purchaser
  shall have five (5) business days within which to object to such
  proposed Lease.  Any proposed Lease not objected to by Purchaser
  within such five (5) business day period shall be deemed approved
  by Purchaser and shall constitute Purchaser's agreement to pay
  any costs incurred  in connection with such Lease, including,
  without limitation, leasing commissions and tenant improvement
  costs if, and only if, Closing occurs.
  
  7.2  Mutual Release.  SUBJECT TO THE EXPRESS INDEMNIFICATION OBLIGATIONS OF
  EITHER PARTY CONTAINED HEREIN OR IN THE DOCUMENTS OF TRANSFER TO
  BE EXECUTED AT CLOSING, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY
  AND UPON THE ADVICE OF COUNSEL WAIVES AND RELEASES THE OTHER
  PARTY OF AND FROM ANY CLAIMS, ACTIONS, CAUSES OF ACTION,
  LIABILITIES, OBLIGATIONS, DAMAGES, COSTS, EXPENSES OR
  COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN,
  FORESEEN OR UNFORESEEN, THAT A PARTY NOW HAS OR THAT MAY ARISE IN
  THE FUTURE ON ACCOUNT OF OR IN ANY WAY ARISING OUT OF OR IN
  CONNECTION WITH THE ECONOMIC, PHYSICAL OR ENVIRONMENTAL CONDITION
  OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY
  PERTAINING TO OR ARISING OUT OF ANY ENVIRONMENTAL LAW
  (ESTABLISHED BY EITHER COURT DECISION OR STATUTE), ORDINANCE OR
  REGULATION.
  
                       8              ARTICLE
  
                                   CLOSING MATTERS
  
  8.1                   Conditions to Purchaser's Obligations
  Conditions to Purchaser's Obligations  Conditions to Purchaser's
  Obligations.  The obligations of Purchaser to consummate the
  Transactions contemplated by this Agreement are subject to the
  satisfaction of each of the following conditions as of the
  Closing Date, except to the extent any such condition is waived
  in whole or in part by Purchaser in writing at or prior to
  Closing:
  
  (a)                   Satisfaction.  The representations and
  warranties of Seller contained in this Agreement shall have been
  true on the date of this Agreement and on Closing.  Seller shall
  have performed all obligations and complied with all covenants
  required by this Agreement. All Title Defects, except Permitted
  Exceptions, shall have been cured by Seller or waived by
  Purchaser.
  (b)                   No Injunction.  On the Closing Date, there
  shall be no third party injunction, writ, preliminary restraining
  order or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)                  Closing Deliveries.  Seller shall have
  completed all the deliveries required to be made by Seller under
  Section  of this Agreement.
  
  (d)                  Estoppel Certificates.  Purchaser shall have
  received Estoppel Certificates for all tenants of each Building
  pursuant to Section .
  
  8.2                   Conditions to Seller's Obligations
  The obligations of Seller to consummate the
  transactions contemplated by this Agreement are subject to the
  satisfaction of each of the following conditions as of the
  Closing Date, except to the extent any such condition is waived
  in whole or in part by Seller in writing at or prior to Closing:
  
  (a)                   Satisfaction.  The representations and
  warranties of Purchaser contained in this Agreement shall have
  been true on the date of this Agreement and on Closing.
  Purchaser shall have performed all obligations and complied with
  all covenants required by this Agreement.
  
  (b)                   No Injunction.  On the Closing Date, there
  shall be no third party injunction, writ, preliminary restraining
  order or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)                  Closing Deliveries.  Purchaser shall have
  completed all the deliveries required to be made by Purchaser
  under Section  of this Agreement.
  
  8.3                   Closing Deliveries  Closing Deliveries
  Closing Deliveries.  At Closing, Seller and Purchaser shall
  execute and deliver documents reasonably necessary to effectuate
  the Transaction, all of which shall be in a form reasonably
  acceptable to Purchaser and Seller, including, but not limited
  to, the following:
  
  (a)                   Special Warranty Deeds.  Special Warranty
  Deeds in form attached hereto as Exhibit  subject only to the
  applicable Permitted Exceptions.
  
  (b)                   Assignment and Bill of Sale.  Assignment
  and Assumption Agreements and Bills of Sale in the form attached
  hereto as Exhibit , which shall provide that Purchaser shall
  assume Seller's obligations with respect to all Leases and all
  Contracts other than Terminated Contracts arising from and after
  the Closing Date.
  
  (c)                   Purchaser's Affidavit Regarding
  Inspections.  Affidavits of Purchaser regarding the completion of
  its inspection and analysis of the Assets in the form attached
  hereto as Exhibit .
  
  (d)                    Tenant Notice Letters.  Notices to each
  tenant stating that Purchaser has agreed to assume the Seller's
  obligations under the Leases and setting forth the address for
  future rental payments.
  
  (e)                   Documents.  Originals, or certified copies
  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, (ii) all Contracts and Permits of which Seller is
  aware transferred and assigned to Purchaser, (iii) all "as built"
  plans, specifications, surveys or other documents relating or
  pertaining to the Assets in the possession of Seller
  (collectively "Plans"), including, but not limited to, all
  records relating to repair, renovation and maintenance of the
  Assets; (iv) all notices to tenants relating to this Transaction
  and the receipt of security deposits as necessary or appropriate
  under applicable law; and (v) all other documents referred to in
  the schedules.
  
  (f)                   Rent Roll.  A current and updated certified
  Rent Roll.
  
  (g)                   FIRPTA.  Affidavit from Seller that Seller
  is not a foreign person as defined in the Foreign Investment in
  Real Property Tax Act of 1980, as amended, in the form attached
  hereto as Exhibit .
  
  (h)                  Purchase Price.  Purchaser shall deliver the
  Purchase Price, as adjusted by prorations pursuant to the closing
  statement, in immediately available funds.
  
  (i)                   Keys.  All keys and master keys in Seller's
  possession or control  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.
  
  (j)                   Evidence of Authority.  Both parties will
  deliver to the Title Company such evidence or documents as may
  reasonably be required by the Title Company or either party
  hereto evidencing the authority of any person or persons who are
  executing any of the documents required hereunder in connection
  with the Transaction.
  
  (k)                   Miscellaneous.  Such other documents as may
  be required under other provisions of this Agreement or as may
  reasonably be required by Purchaser to consummate the
  Transaction, so long as such document does not increase either
  party's liability or obligations hereunder, including, but not
  limited to a closing statement, standard title company
  affidavits, bring down certificates regarding representations and
  warranties, and evidence of title clearance matters including pay-
  off letters from any lenders.
  
  8.4   Purchasers Obligation to Timely Deliver
  Closing Deliveries.  Purchaser shall deliver each of its Closing
  Deliveries to Title Company before 11:00 a.m., central time, on
  the Closing Date.  In the event Purchaser fails to do so, and
  provided Seller has delivered each of its Closing Deliveries to
  Title Company by such time, Seller shall have the following
  options: (i) suspend Closing to the next business day, in which
  event the closing statement shall be adjusted accordingly; or
  (ii) suspend Closing to the next business day and Purchaser shall
  deliver additional funds equal to the product of the Purchase
  Price and 8%; divided by 360 and then multiplied by the number of
  calendar days for which Closing was delayed.
  
  8.5   Knowledge as a Defense.  Seller shall have no liability
  with respect to a breach of the covenants,  representations and
  warranties of Seller set forth in this Agreement or any documents
  delivered pursuant hereto to the extent that Purchaser proceeds
  with the closing of the Transaction contemplated with actual
  knowledge of such breach or such breach was otherwise disclosed
  to Purchaser in the Information Schedules or otherwise.
  
  8.6  Limitations on Liability.  Notwithstanding anything to
  the contrary in this Agreement and without limitation upon the
  limitations elsewhere in this Agreement but subject to the
  provisions of Section ; under no circumstances, other than any
  acts or omissions of Seller constituting wilful misconduct or
  fraud, shall Seller be liable to Purchaser on account of this
  Agreement, any covenant, representation, warranty, or
  indemnification obligation herein, any document executed in
  connection with this Agreement or any transaction or matter
  contemplated hereby, in an aggregate amount in excess of One
  Million Five Hundred Thousand Dollars ($1,500,000.00), excluding
  Seller's obligation to remove any monetary liens relating to the
  Assets under Section  and excluding obligations relating to
  retained liabilities under the documents of transfer executed at
  Closing.  In the event of a breach of this Agreement by Seller,
  Purchaser shall not be entitled to recover special, incidental or
  consequential damages; provided, however, no limitation contained
  herein shall have any effect or limitation on Purchaser's rights
  or recoveries in the event of acts or omissions based upon
  Seller's willful misconduct or actual fraud.
  
  8.7  Knowledge Standard.  As used in this Agreement, "the Seller's
  actual knowledge" or "to Seller's knowledge" or any similar
  phrase, shall mean the actual knowledge of Mitch Mattingly only
  who is the representative of Seller with responsibility for the
  Assets after discussion with Seller's on site property managers;
  provided, however, that nothing in this Agreement shall be deemed
  to create or impose any personal liability of any kind on such
  individual.
  
  8.8 Closing Contingent on Courtyard at Arapaho and Fairway Plaza Closings.
  Each party hereto acknowledges and agrees that the Closing of this
  Transaction is contingent upon the closing of the Purchaser's
  acquisition of the Courtyard at Arapaho Building and the Fairway
  Plaza Building pursuant to Courtyard Agreement.  Notwithstanding
  anything herein to the contrary, in the event the Courtyard
  Agreement is terminated under circumstances whereby the Purchaser
  is entitled to a return of its escrow deposit pursuant to such
  agreement, then this Agreement shall be terminated and Purchaser
  shall likewise be entitled to a return of the Escrow Deposit
  hereunder.  Notwithstanding anything herein to the contrary, in
  the event the Courtyard Agreement is terminated under
  circumstances whereby the Seller is entitled to receive the
  escrow deposit pursuant to such agreement, then this Agreement
  shall immediately terminate and Seller shall be entitled to
  receive the Escrow Deposit hereunder.
  
                       9         ARTICLE
  
                        DEFAULTS AND REMEDIES
  
  9.1  Damages Against Purchaser.  If Purchaser defaults
  under any provision of this Agreement and Closing does not occur,
  then Seller shall be released from all obligations in law or
  equity to convey the Property to Purchaser.  Purchaser and Seller
  agree that as Seller's sole remedy for a default hereunder, by
  written notice to Purchaser and Title Company, Seller shall be
  entitled to terminate this Agreement and be entitled to receive
  the Escrow Deposit plus accrued interest thereon as liquidated
  damages.  Purchaser and Seller acknowledge and agree that actual
  damages will be extremely difficult and impractical to ascertain.
  Therefore, the sum represented by the Escrow Deposit plus any
  accrued interest thereon shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Seller's damages
  and shall constitute Seller's sole and exclusive remedy in the
  event this Transaction fails to Close as a result of Purchaser's
  default.  Notwithstanding the foregoing, Purchaser's liability
  under the last sentence of Section  hereof and the last sentence
  of Section  hereof shall remain in full force and effect.
  
  9.2  Damages against Seller.  In the event that Seller fails
  to perform all of Seller's material obligations under this
  Agreement and Purchaser performs all of its obligations or
  tenders performance, including the obligation to consummate the
  Transaction, then Purchaser may make written demand to Seller for
  performance of this Agreement.  If Seller fails to comply with
  Purchaser's written demand within five (5) 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 its actual
  out-of-pocket damages up to $200,000 in the aggregate.  In all
  events of termination other than as contemplated by Sections  and
  , Seller shall be entitled to the Escrow Deposit.  Seller agrees
  that 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 specific performance, Seller specifically agrees that the
  remedies of specific performance are appropriate remedies for
  Purchaser, and Seller waives and agrees not to assert any claim
  or defense that specific performance is not an appropriate remedy
  for Purchaser.  If specific performance is not available,
  Purchaser will have the right to seek, prove and recover its
  actual out-of-pocket damages up to $200,000 in the aggregate for
  this Agreement.  The parties acknowledge and agree that the
  provisions of this Section  apply to breaches by Seller
  discovered or known to Purchaser prior to Closing and that the
  provisions of Sections  and  apply to breaches by Seller
  discovered post-Closing even if such relates to acts or omissions
  which actually occurred prior to Closing.
  
       Initialed by:
  
                                _______________
                                ______________
                                Seller
                                Purchaser
  
                       10         ARTICLE
  
                            RISK OF LOSS
  10.1  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.
  
  10.2  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
  force and effect provided Seller either: (i) performs any
  necessary repairs prior to Closing, (ii) reduces the cash portion
  of the Purchase Price in an amount equal to the reasonable
  estimated 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, or
  (iii) assigns its interest in any insurance proceeds to Purchaser
  together with an amount equal to any applicable deductible
  relating thereto.  In the event Seller elects to perform repairs
  upon the Real Property, Seller shall use reasonable efforts to
  complete such repairs promptly and to Purchaser's reasonable
  satisfaction 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.
  
  10.3  Major Damage.
  In the event of a "major" loss or damage or if Seller commits to
  repair any portion of the Assets and fails to do so, 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 or condemnation award, if any, for such damage, plus
  payment from Seller of the amount of the applicable insurance
  deductible relating thereto.  In such event, Seller shall execute
  all documents reasonably requested by Purchaser to assign
  Seller's rights and interest to such insurance proceeds.
  
  10.4   Definition of Major Loss or Damage
  For purposes of Sections  and , "major" loss or damage
  refers to the following:  (i) loss or damage to the 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 $500,000.00, or (ii) any loss
  or damage due to a condemnation which permanently or materially
  impairs the current or intended use of the Assets, or (iii) if
  any Tenant who occupies more than 10,000 square feet is permitted
  to terminate and actually terminates its Lease as a result of
  such loss or damage.
  
                       11          ARTICLE
  
                         GENERAL PROVISIONS
  11.1    Brokerage Commission tc "  Brokerage
  Commission" \l 2 .  Seller shall pay any and all brokerage
  commissions due to Davidson Conine and Bradford Company pursuant
  to a separate written agreement.  Purchaser shall pay an
  additional amount of $20,000 to Bradford Company in reimbursement
  for certain costs incurred by Bradford Company in connection with
  this transaction.  If the purchase and sale hereunder does not
  close for any reason, including default by either Seller or
  Purchaser, then no commission or reimbursement 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.
  
  11.2 Confidentiality.  Unless Seller otherwise agrees in writing,
  Purchaser agrees that all proprietary information regarding the
  Improvements of whatsoever nature made available to it by Seller
  or Seller's agents or representatives or developed by Purchaser,
  is confidential and shall not be disclosed to any other person
  except those assisting Purchaser with this Transaction, or
  Purchaser's lender, if any.  The provisions of the foregoing
  sentence shall not apply to any information which is otherwise
  available to the public or which has been obtained from sources
  that are not subject to a similar confidentiality restriction or
  to disclosures as required by law.  Further, Purchaser agrees not
  to use any Confidential Information (as defined in Section ) for
  any purpose other than to determine whether to proceed with the
  Transaction contemplated by this Agreement.  Upon Closing, all
  such Confidential Information shall be the sole and exclusive
  property of Purchaser and not subject in any manner to this
  confidentiality restriction.   Provided, however, in the event
  the Transaction contemplated by this Agreement does not close for
  any reason, the provisions of this Section  shall survive the
  termination of this Agreement for a period of two years.
  
  11.3  Entire Agreement.  This Agreement, together with all exhibits or
  schedules either attached or delivered pursuant hereto and other
  agreements expressly referred to herein, constitutes the entire
  agreement between the parties with respect to the purchase and
  sale of the Assets.  All prior to or contemporaneous agreements,
  understandings, representations, warranties and statements, oral
  or written, are superseded.
  
  11.4  Further Assurances.  The parties agree to take such further
  action and execute such documents and instruments as may be
  reasonably required in order to more effectively carry out the
  terms of this Agreement and the intentions of the parties.
  
  11.5  Modification, Waiver.  Except as expressly contemplated
  herein, no modification, waiver, supplement or discharge of this
  Agreement shall be valid unless the same is in writing and signed
  by the party against whom the enforcement thereof is or may be
  sought.  No waiver of a breach of any of the terms, covenants or
  conditions of this Agreement by either party shall be construed
  or held to be a waiver of any succeeding or preceding breach of
  the same or any other term, covenant or condition herein
  contained.  No waiver of any default by either party hereunder
  shall be implied from any omissions by either party to take any
  action on account of such default if such default persists or is
  repeated, and no express waiver shall affect a default other than
  as specified in such waiver.
  
  11.6  Severability.  If any term, provision, covenant or condition of
  this Agreement is held to be invalid, void or otherwise
  unenforceable to any extent by any court of competent
  jurisdiction, the remainder of this Agreement shall not be
  affected thereby, and each term, provision, covenant or condition
  of this Agreement shall be valid and enforceable to the fullest
  extent permitted by law.
  
  11.7  Successors.
  Subject to the restriction on assignment provided herein, all
  terms of this Agreement shall be binding upon, inure to the
  benefit of, and be enforceable by the parties hereto and their
  respective heirs, legal representatives, successors and assigns.
  
  11.8  Assignment.
  Purchaser may assign its rights under this Agreement to a wholly
  owned subsidiary of Purchaser or affiliate of Purchaser or to a
  limited partnership or LLC controlled by either Purchaser or its
  wholly owned subsidiary without Seller's consent; provided,
  however, no such assignment shall relieve Purchaser of its
  obligations hereunder and the assignee must sign an assumption
  agreement in form reasonably acceptable to Seller.  Except as
  contemplated by the preceding sentence, Seller and Purchaser
  shall not assign their respective rights, obligations or interest
  under this Agreement without the prior written consent of the
  other.
  
  11.9  Survival of Representations and Warranties.
  All obligations hereunder to be
  performed after Closing, and all warranties and representations
  contained herein, shall survive Closing and the delivery of the
  Special Warranty Deed to Purchaser for a period of only 365 days
  after Closing, at which time such warranties, representations and
  covenants shall terminate.  Provided, however, the terms of this
  Section  shall not be deemed to extend the specific period for
  performance of any obligations to be performed hereunder
  subsequent to Closing.  In order to perfect any cause of action
  resulting from a breach hereof written notice of such breach must
  be delivered prior to the expiration of the 365 day period and
  any resulting cause of action must be commenced within 485 days
  after Closing.
  
  11.10 Attorneys' Fees.  If either party commences legal proceedings for
  any relief against the other party arising out of this Agreement,
  the losing party shall pay the prevailing party's reasonable
  attorneys' fees.
  
  11.11  Time.  Time is of the essence with respect to this Agreement.
  
  11.12  No Other Inducement.  The making, execution and delivery of this
  Agreement by the parties hereto has been induced by no
  representations, statements, warranties or agreements other than
  those expressed herein.
  
  11.13  Computation of Time Periods.  All periods of the
  time referred to in this Agreement shall include all Saturdays,
  Sundays and state or national holidays, unless the period of time
  specifies business days, provided that if the date or last date
  to perform any act or give any notice or approval shall fall on a
  Saturday, Sunday or state or national holiday, such act or notice
  may be timely performed or given on the next succeeding day which
  is not a Saturday, Sunday or state or national holiday.
  
  11.14  Notices.  Any notice,
  request, instruction or other document to be given or furnished
  under this Agreement by either party to the other party or to the
  Title Company shall be in writing and shall be delivered
  personally or shall be sent by facsimile transmission (with a
  copy sent by regular U. S. mail) or registered or certified mail,
  postage prepaid, or by prepaid overnight delivery service, at the
  address or telecopy number in this Section  or to such other
  address, telecopy number of person as either party may designate
  by written notice to the other party.  A notice, request,
  instruction or other documents shall be deemed to be given (a)
  when delivered personally as acknowledged by a receipt, (b) sent
  by facsimile transmission (with a copy sent by regular U. S.
  mail), (c) if sent by certified mail, at the time the delivery is
  indicated on the duly completed United States Postal Service
  return receipt, or (d) if by overnight delivery service, the next
  business day as indicated on the records of or certificates
  provided by the overnight delivery service.
  
       Seller:        Parkway Portfolio I LLC
            Attention: Mitch Mattingly
  
  Office Address:     12012 Wickchester, Suite 115
                 Houston, Texas 77079
  
  Telephone Number:   (281) 597-9475
  Telecopy Number:    (281) 597-9575
  
  with a copy to:     Forman, Perry, Watkins, Krutz & Tardy, PLLC
                 Attention: Steven M. Hendrix
  
  Office Address:     188 E. Capitol Street, Suite 1200
                 Jackson, Mississippi  39225-2608
  
  Telephone Number:   (601) 960-8603
  Telecopy Number:    (601) 960-8609
  
            Purchaser:          Triad Properties Corporation
                 Attention: Mr. William Stroud
  
  Office Address:     200 Clinton Avenue, W., Suite 1001
                 Huntsville, Alabama 35801
  
  Telephone Number:   (205) 551-1000
  Telecopy Number:    (205) 539-5500
  
  with copy to:       Kilpatrick Stockton LLP
                           Attention: Nancy Gilreath
  
  Office Address:     1100 Peachtree Street, N.E.
                 Atlanta, Georgia 30309
  
  Telephone Number:   (404) 851-6565
  Telecopy Number:    (404) 851-6555
  
  11.15   Headings.  The captions
  and paragraph headings used in this Agreement are inserted for
  convenience of reference only and are not intended to define,
  limit or affect the interpretation or construction of any term or
  provision hereof.
  
  11.16  Exhibits.  All
  schedules or exhibits referred to herein or attached hereto are
  incorporated herein by this reference.
  
  11.17  Counterparts.
  This Agreement may be executed in multiple copies, each of which
  shall be deemed an original, but all of which shall constitute
  one Agreement binding on all parties.
  
  11.18  Governing Law.  This Agreement shall be governed, construed
  and enforced in accordance with the laws of the State of Texas.
  
  11.19  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").
  
       IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                           SELLER:
  
                           PARKWAY PORTFOLIO I
                           LLC, a Mississippi limited liability
                           company
  
                           By:  PARKWAY PROPERTIES LP, a Delaware
                           limited partnership, its sole member
  
                                     By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                     a Delaware corporation, its
                                     general partner
  
                                     Executed by Seller, this
                                     By:___________________________
                                     ___________ day of April, 1998            .
                                     Name:_________________________
                                    
  
                                     Title:________________________
                                    
  
                                     By:
  
                                     Name:
  
                                     Title:
  
  PURCHASER: TRIAD PROPERTIES CORPORATION
  
  Executed by Purchaser, this
  _____ day of April, 1998.          By:
                                     Name:
                                     Title:
  
                      ACKNOWLEDGMENT BY BROKERS
  
       The undersigned brokers hereby acknowledge and agree to the
  provisions of Section  of this Agreement regarding commissions.
  
                                             Davidson Conine
  
                           
                           By:________________________________
                           
                           Name:______________________________
                           
                           Title:_____________________________
  
                                            Bradford Company
  
                           
                           By:________________________________
                           
                           
                           Name:______________________________
                           
                           
                           Title:_____________________________
                                
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
       Title Company hereby agrees to perform its obligations under
  this Agreement and acknowledge receipt of (a) the Escrow Deposit
  from Purchaser in the amount of ONE HUNDRED FIFTY THOUSAND AND
  NO/100 DOLLARS ($150,000.00) on the _____ day of April, 1998 and
  (b) a fully executed counterpart of this Agreement on the _____
  day of April, 1998.
  
                                Chicago Title Insurance Company
  
                                By:
                                Name:
                                Title:
                           
                               EXHIBIT
  
             LIST OF MATERIAL ITEMS OF PERSONAL PROPERTY
  
                               EXHIBIT
  
                           Belvedere Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
  
                               EXHIBIT
  
                      Atrium at Bent Tree Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
                                  
                               EXHIBIT
  
                    ALLOCATION OF PURCHASE PRICE
  
            Parcel                             Price
  
                                     1.   Belvedere Parcel
                                          $15,550,000
  
                                     2.   Atrium at Bent Tree
                                          Parcel
                                          $12,000,000
  
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
                          Belvedere Parcel
  
                           (See attached)
                                  
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
                     Atrium at Bent Tree Parcel
  
                           (See attached)
  
                               EXHIBIT
  
                              RENT ROLL
  
                         Belvedere Building
  
                           (See attached)
                                  
                               EXHIBIT
  
                              RENT ROLL
  
                    Atrium at Bent Tree Building
  
                           (See attached)
  
                             EXHIBIT -1
  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  Triad Properties Corporation
  200 Clinton Avenue West, Suite 1001
  Huntsville, Alabama 35801
  
       RE:  _______________________
  
  Gentlemen:
  
       The undersigned as Tenant hereby certifies to Triad
  Properties Corporation and its successors or assigns and lenders
  ("Purchaser") that:
  
            (a)  It is a Tenant of a portion of the
            captioned property under a certain lease (the
            "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modifications(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
            (b)  All rentals payable under the Lease have been paid
            through ______, 19___; and except for _________, no
            rent has been paid more than one month in advance of
            its due date.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  Tenant has unconditionally accepted and is
            currently occupying the leased premises, is paying rent
            under the Lease without claim or right of set-off, or
            claim of any default by the Landlord, and is now
            conducting business on the premises.
  
            (f)  There exists no default by either party to the
            Lease, or other grounds for ceasing or reducing the
            payment of rental, or for cancellation or termination
            of the Lease in any manner.
  
            (g)  All requirements of the Lease have been complied
            with and all improvements required to be made by
            Landlord have been completed and no charges, set-offs
            or other credits exist against the rentals.
  
            (h)  The Lease contains, and Tenant has: (i) no
            outstanding options or rights of first refusal to
            purchase the leased premises nor any part of the real
            property of which the leased premises are a part; (ii)
            no expansions options, other than _______; (iii) no
            cancellation options, other than _______; and (iv) no
            renewal options, other than __________.
  
            (i)  Tenant has not assigned, pledged, mortgaged,
            sublet, encumbered or otherwise transferred any of its
            interest under the Lease and has received no notice of
            any assignment, mortgage or encumbrance of the Lease by
            Landlord.
  
       Tenant understands that Purchaser is relying on the above
  representations in connection with the purchase of the above
  referenced building and does hereby warrant and affirm to and for
  the benefit of Purchaser, its successors and assigns, that each
  of the foregoing representations is true, correct and complete as
  of the date hereof.
  
  Date:_________________
                                     By:
                                     Name:
                                     Title:
  
                                     Current Notice Address:
                                     ___________________________
                                     ___________________________
                                     ___________________________
  
                             EXHIBIT -2
  
                 FORM OF SELLER ESTOPPEL CERTIFICATE
  
  [Purchaser]
  
       RE:  _____________
  
  Gentlemen:
  
       The undersigned as Landlord hereby certifies to [Purchaser]
  and its successors and assigns and lenders ("Purchaser")  that,
  to its actual knowledge:
  
            (a)  It is a Landlord of a portion of the
            above referenced property under a certain
            lease (the "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modification(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
  
       (b)  All rentals payable under the Lease have been paid
  through ________, 19___.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  All requirements of the Lease have been complied
            with and no charges, set-offs or other credits exist
            against the rentals.
  
            (f)  The Lease contains, and Tenant has, no outstanding
            options or rights of first refusal to purchase the
            leased premises nor any part of the real property of
            which the leased premises are a part.  Except as set
            forth in the Lease, Tenant has no expansion,
            cancellation or renewal options.
  
            (g)  Landlord has received no notice that Tenant has
            assigned, pledged, mortgaged, sublet, encumbered or
            otherwise transferred any of its interest under the
            Lease.
  
       (h)  Landlord is not in default under the Lease, there is no
            material default on the part of Tenant thereunder, and
            Landlord has not within the previous ninety days
            received any written notice from Tenant claiming any
            right of set-off or default.
  
       (i)  All improvements required to be made as of this date by
            Landlord under the Lease have been completed.
  
       Landlord understands that Purchaser is relying on the above
  representations in consenting to purchase the above referenced
  building.  This Seller's Estoppel Certificate shall terminate
  upon the earlier of the delivery of a Tenant's Estoppel
  Certificate containing information consistent with the
  information set forth herein or one year after the date hereof.
  
  Date:______________
                                     By:
                                     Name:
  
  Title:__________________________
  
                               EXHIBIT
  
                    FORM OF SPECIAL WARRANTY DEED
  
  THE STATE OF
                          KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF
  
       THAT, Parkway Portfolio I LLC, a Delaware limited
  partnership (hereinafter called "Grantor"), for and in
  consideration of TEN AND NO/100 DOLLARS ($10.00), and other good
  and valuable consideration to Grantor in hand paid by
  ______________, a ___________ (hereinafter called "Grantee"), the
  receipt and sufficiency of which are hereby acknowledged, has
  GRANTED, SOLD and CONVEYED, and by these presents does GRANT,
  SELL and CONVEY unto the said Grantee, all that certain lot,
  tract or parcel of land, together with all improvements thereon,
  lying and being situated in Dallas County, Texas described on
  Exhibit A attached hereto, together with all rights and
  appurtenances thereunto belonging or appertaining, and all
  rights, titles and interests of Grantor in and to any and all
  roads, easements, streets and ways within, adjacent or contiguous
  thereto (hereinafter collectively referred to as the "Property").
  
       This conveyance is subject to the valid and subsisting
  easements, restrictions, covenants, conditions and outstanding
  mineral and royalty interests affecting the Property described on
  Exhibit B attached hereto.
  
       TO HAVE AND TO HOLD the Property, together with all and
  singular the rights and appurtenances thereto in anywise
  belonging unto the said Grantee, its heirs, executors, legal
  representatives, successors and assigns forever; and Grantor does
  hereby bind itself, its heirs, executors, legal representatives,
  successors and assigns, to WARRANT and FOREVER DEFEND, all and
  singular the Property unto the said Grantee, its heirs,
  executors, legal representatives, successors and assigns, against
  every person whomsoever lawfully claiming or to claim the same or
  any part thereof by, through or under Grantor, but not otherwise.
  
       GRANTOR HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL IMPLIED
  COVENANTS AND WARRANTIES OF EVERY NATURE WHATSOEVER (INCLUDING,
  WITHOUT LIMITATION, THE IMPLIED COVENANTS PROVIDED FOR UNDER
  SECTION 5.023 OF THE TEXAS PROPERTY CODE) EXCEPT FOR THE EXPRESS
  SPECIAL WARRANTY OF TITLE SET FORTH HEREIN.  BY ITS ACCEPTANCE OF
  THIS DEED, GRANTEE HEREBY KNOWINGLY, VOLUNTARILY AND UPON THE
  ADVICE OF COUNSEL, WAIVES AND RELEASES SELLER OF AND FROM ANY
  CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS,
  DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
  INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT
  PURCHASER NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF
  OR IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE ECONOMIC,
  PHYSICAL OR ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY,
  INCLUDING, WITHOUT LIMITATION, ANY LIABILITY PERTAINING TO OR
  ARISING OUT OF ANY ENVIRONMENTAL LAW (ESTABLISHED BY EITHER COURT
  DECISION OR STATUTE), ORDINANCE OR REGULATION.
  
       Grantee's address is
       ______________________________
       ______________________________
       ______________________________
  
       Current taxes on the Improvements have been prorated and
  payment thereof is assumed by Grantee.
  
       EXECUTED this ____ day of _________________________, 1998.
  
                           Parkway Portfolio I LLC,
                           a Mississippi limited liability company
  
                           By:  Parkway Properties LP,
                                a Delaware limited partnership,
                                its sole member
  
                           By:  Parkway Properties General Partners, Inc.,
                                a Delaware corporation,
                                its general partner
  
                               By:
                               Name:
                               Title:
  
                               By:
                               Name:
                               Title:
  
  STATE OF __________
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________ corporation which is the general
  partner of _________________, a _____________ partnership which
  is the sole general partner of ______________________, and that
  for and on behalf of the said partnership, and as its act and
  deed (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said partnership so to do.
  
                           ____________________________________
                           NOTARY PUBLIC
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  PREPARED BY:
  
  Steven M. Hendrix
  Forman, Perry, Watkins, Krutz & Tardy, PLLC
  188 East Capitol Street
  Suite 1200, One Jackson Place
  Jackson, Mississippi 39201
  Telephone: (601) 960-8600
  
  AFTER RECORDING RETURN TO:
  
  ___________________________
  ___________________________
  ___________________________
  ___________________________
  
                               EXHIBIT
  
                               FORM OF
                 ASSIGNMENT AND ASSUMPTION AGREEMENT
                          AND BILL OF SALE
  
       This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE
  ("Assignment"), is made by and between Parkway Portfolio I LLC, a
  Delaware limited partnership ("Assignor") and _____________, a
  _____________  ("Assignee").
  
                        W I T N E S S E T H:
  
       WHEREAS, by Purchase and Sale Agreement ("Purchase
  Agreement") dated as of _______, 1998, by and between Assignor
  and Assignee, Assignor agreed to sell to Assignee certain real
  property, and the improvements located thereon ("Assets") as more
  particularly described in the Purchase Agreement; and
  
       WHEREAS, the Purchase Agreement provides, inter alia, that
  Assignor shall assign to Assignee certain contractual and other
  intangible rights, that Assignee shall assume all of the
  obligations of Assignor with respect to the property so assigned
  from and after the date of such assignment, and that Assignor and
  Assignee shall enter into this Assignment.
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual covenants herein contained, the parties hereto hereby
  agree as follows:
  
       1.   Assignment.  Assignor hereby assigns, sets over and
  transfers to Assignee all of Assignee's rights, title and
  interest in and to the tangible and intangible personal property
  owned by Assignor, located on the real property described on
  Exhibit A hereto, and used in the ownership, operation and
  maintenance of such real property including, without limitation,
  the following (collectively called the "Personal Property"):
  
                      (i)  All rights (if any) to use any trade
            names associated with the Assets to the extent such
            rights are assignable without expense to Assignor (but
            Assignor does not represent that it has exclusive
            rights to use such trade names and Assignor has not
            registered the same in any manner);
  
                      (ii) The items of personal property described
            on Exhibit B hereto;
  
                      (iii)     The interest of Assignor under the
            contracts and agreements described on Exhibit C hereto;
  
                      (iv) The interest of the landlord under the
            tenant leases encumbering the real property described
            on Exhibit D hereto (the "Leases");
                           (v)  The tenant security deposits
                 described on Exhibit E hereto;
  
                      (vi) To the extent assignable without
            material expense to Assignor, the tenant lease files
            and correspondence relating to the Leases, plans and
            specifications with respect to the Real Property,
            promotional materials with respect to the leasing of
            space within the Real Property, warranties and
            guaranties relating to any of the other property to be
            conveyed pursuant to the Purchase Agreement, licenses
            and permits relating to the Real Property,   and the
            other property to be conveyed pursuant to the Purchase
            Agreement.
  
       2.   Assignee's Assumption and Indemnification.  Assignee
  hereby assumes the obligation to pay any and all liabilities and
  obligations arising or accruing under any of the property
  described in Paragraph 1 above on or after the effective date
  hereof.  Assignee is only assuming those specific leases and
  contracts referenced on the attached exhibits.  Assignee agrees
  to indemnify, defend and hold harmless Assignor from any loss,
  cost, claim, liability, expense or demand of whatever nature
  under any of the property described in Paragraph 1 above arising
  or accruing on or after the effective date hereof.
  
       3.   Assignor's Indemnification.  Assignor agrees to
  indemnify, defend and hold harmless Assignee from any loss, cost,
  claim, liability, expense or demand of whatever nature under any
  of the property described in Paragraph 1 above arising or
  accruing prior to the effective date hereof.
  
       4.   Limitation of Liability.  Notwithstanding anything in
  this Assignment to the contrary, each party acknowledges and
  agrees that no officer of Assignor or Assignee nor any trustee,
  beneficiary, or employee of either shall have any personal
  liability, directly or indirectly, under this Assignment, or
  under any certification, representation, warranty or other
  instrument delivered in connection herewith.
  
       5.   Miscellaneous.  This Assignment and the obligations of
  the parties hereunder shall survive the closing of the
  Transaction referred to in the Purchase Agreement, shall be
  binding upon and inure to the benefit of the parties hereto,
  their respective legal representatives, successors and assigns,
  shall be governed by and construed in accordance with the laws of
  the State where the assets are located, applicable to agreements
  made and to be wholly performed within said State, and may not be
  modified or amended in any manner other than by a written
  agreement signed by the party to be charged therewith.
  
       Assignor does hereby bind itself, its legal representatives,
  successors and assigns, to SPECIALLY WARRANT, and FOREVER DEFEND
  title to the property conveyed hereby unto Assignee, its legal
  representatives, successors and assigns, against every person
  whomsoever lawfully claiming or to claim same or any part
  thereof, by, through or under Assignor, but not otherwise.
  
       EXCEPT AS EXPRESSLY PROVIDED IN SECTION  OF THE PURCHASE
  AGREEMENT AND SUBJECT TO THE PROVISIONS AND LIMITATIONS CONTAINED
  IN THE PURCHASE AGREEMENT.  ASSIGNOR MAKES NO WARRANTY, EXPRESS
  OR IMPLIED, AS TO ANY OF THE PROPERTY CONVEYED HEREBY OR ITS
  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  BY ITS
  ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT IT HAS
  FULLY INSPECTED THE PROPERTY CONVEYED HEREBY AND THAT IT ACCEPTS
  THE PROPERTY CONVEYED HEREBY IN ITS PRESENT USED AND "AS IS"
  CONDITION.  ASSIGNEE ACKNOWLEDGES AND BY REFERENCE INCORPORATES
  THE PROVISIONS OF SECTIONS , 7.4,  AND  OF THE PURCHASE AGREEMENT
  HEREIN.
  
       EXECUTED TO BE EFFECTIVE as of the ______ day of
  ________________, 1998.
  
                           ASSIGNOR:
  
                           Parkway Portfolio I LLC,
                           a Mississippi limited liability company
  
                           By:  Parkway Properties LP, a Delaware limited
                           partnership, its sole member
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  By:
  
  Name:
  
  Title:
  
  By:
  
  Name:
  
  Title:
  
                                ASSIGNEE:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
                                By:
                                Name:
                                Title:
                               EXHIBIT
  
                               FORM OF
                 PURCHASER'S AFFIDAVIT AND AGREEMENT
  
  STATE OF __________
  
  COUNTY OF_________
  
       This day personally came and appeared before me, the
  undersigned authority _____________________, __________________
  of ________________ ("Purchaser"), who is knowledgeable of the
  facts stated herein and whose mailing address is
  _______________________, who, upon being duly sworn, stated under
  oath as follows that:
  
       1.   Pursuant to that certain Purchase and Purchase
  Agreement ("Purchase Agreement") dated _________________, 1998 by
  and between Purchaser and Parkway Properties, Inc. ("Seller"), to
  Purchaser's knowledge, Purchaser has had full access to and has
  (to Purchaser's satisfaction) exercised its option to inspect and
  evaluate for potential purchase that certain property located in
  __________________ and more particularly described on Exhibit A
  attached hereto ("Assets") and all files of Seller relating
  thereto which Purchaser felt were important or material to
  Purchaser, and Seller made available to Purchaser all files of
  Seller relating to the Assets requested by Purchaser.
  
       2.   Purchaser and experts of Purchaser's choice have had
  access to and have (to Purchaser's satisfaction) (i) physically
  inspected the Assets, (ii) analyzed the present and projected
  uses of the Assets, (iii) determined the fair market value of the
  Assets in its "As Is" condition (as defined in the Purchase
  Agreement) as of the closing date, and (iv) to the extent
  possible, independently verified all material documents and
  information provided to Purchaser by Seller and/or its agents
  which Purchaser deems necessary and material to close the
  Transaction under the Purchase Agreement, and (v) independently
  examined the Assets from a physical structural and environmental
  standpoint.  Except as expressly otherwise provided in the
  Purchase Agreement, Purchaser accepts the Assets AS IS and
  releases Seller from and waives all claims and liability against
  Seller for or attributable to any structural, physical or
  environmental condition at the Assets, including without
  limitation, claims or liabilities relating to the presence,
  discovery or removal of any Hazardous Materials (as defined in
  the Purchase Agreement) in, at, about or under the Assets, or
  for, connected with or arising out of any and all claims or
  causes of action based upon CERCLA (Comprehensive Environmental
  Response, Compensation and Liability Act of 1980, 42 U.S.C.
  9601 et seq., as amended by SARA (Superfund Amendment and
  Reauthorization Act of 1986), and as may be further amended from
  time to time), the Resource Conversation and Recovery Act of
  1976, 42 U.S.C.  6901 et seq., or any related claims or causes
  of action or any other federal or state based statutory or
  regulatory causes of action for environmental contamination at,
  in or under the Assets.  The agreements of Purchaser set forth in
  this Affidavit shall survive the closing of the Transaction under
  the Purchase Agreement and shall not be merged therein.  Except
  as expressly otherwise provided in the Purchase Agreement,
  Purchaser is not relying upon any representation, inducement or
  unperformed promise of Seller or any of Seller's agents  except
  to the extent such inducement, representation or unperformed
  promise is set forth in the Closing Documents executed by Seller
  contemporaneously herewith or as set forth in the Purchase
  Agreement.  Purchaser hereby represents that Purchaser has relied
  upon Purchaser's own inspection and environmental reports in
  reaching its decision to purchase the Assets, and Purchaser is
  not relying upon inspection reports produced by Seller which may
  be incomplete and/or outdated.
  
       3.   Purchaser acknowledges that it has received and
  reviewed (with the assistance of such experts as Purchaser as
  deemed appropriate) all information furnished by Seller regarding
  the Assets, including, but not limited to, information as may
  have related to its construction, history, current economic and
  leasing status, physical condition and prospects for future use
  or development, as Purchaser has deemed appropriate.  BY
  FURNISHING THE MATERIALS, DOCUMENTS, REPORTS OR AGREEMENT
  DESCRIBED ABOVE, NEITHER SELLER NOR ANY OF SELLER'S AGENTS
  (DEFINED AS BROKERS, ON-SITE PROPERTY MANAGERS, CONTRACTORS, OR
  SIMILAR INDIVIDUALS OR ENTITIES ENGAGED BY SELLER RELATING TO OR
  INVOLVING THE PROJECT), NOR ANY PARTNER, OFFICER, DIRECTOR,
  EMPLOYEE, AGENT OR ATTORNEY OF SELLER, NOR ANY OTHER PARTY
  RELATED IN ANY WAY TO ANY OF THE FOREGOING SHALL BE DEEMED TO
  HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE
  WHATSOEVER WITH RESPECT TO ANY MATTER SET FORTH, CONTAINED OR
  ADDRESSED IN SUCH MATERIALS, DOCUMENTS, REPORTS OR AGREEMENTS,
  INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS
  THEREOF EXCEPT TO THE EXTENT OF THE REPRESENTATIONS MADE BY
  SELLER IN SECTION  OF THE PURCHASE AGREEMENT OR IN THE DOCUMENTS
  EXECUTED BY SELLER AT CLOSING.
  
       4.   The representations, warranties and agreements of
  Purchaser made herein are in addition to (and not in limitation
  of) the representations, warranties and agreements of Purchaser
  made in the Purchase Agreement.
  
                                ACCEPTED AND AGREED TO:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
                                By:
                                Name:
                                Title:
  
  STATE OF __________
  
  COUNTY OF_________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
       GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day of
  __________________, 1998.
  
  _______________________________________
                                Notary Public, State of
  
  MY COMMISSION EXPIRES:
  __________________________         Personally known ______ OR
                                Produced Identification ______
                                Type of Identification Produced
  _____
  
                               EXHIBIT
  
                               FORM OF
                          FIRPTA AFFIDAVIT
  
       Section 1445 of the Internal Revenue Code provides that a
  transferee of a United States real property interest must
  withhold tax if the transferor is a foreign person.  To inform
  the transferee that withholding tax is not required upon the
  disposition of a United States real property interest by Parkway
  Portfolio I LLC, a Delaware limited partnership, the undersigned
  hereby certifies the following on behalf of Parkway Portfolio I
  LLC:
  
       1.   Parkway Portfolio I LLC is not a foreign corporation,
  foreign partnership, foreign trust, or foreign estate (as those
  terms are defined in the Internal Revenue Code and Income Tax
  Regulations); and
  
       2.   Parkway Portfolio I LLC's U.S. employer tax
  identification number is 72-1344324; and
  
       3.   Parkway Portfolio I LLC's office address is One Jackson
  Place, Suite 1000, 188 E. Capitol Street, Jackson, Mississippi
  39201.
  
       Parkway Portfolio I LLC understands that this certification
  may be disclosed to the Internal Revenue Service by transferee
  and that any false statement contained herein could be punished
  by fine, imprisonment, or both.
  
       Under penalties of perjury, the undersigned authorized
  representatives of Parkway Portfolio I LLC declares that they
  have examined this certification and to the best of their
  knowledge and belief it is true, correct and complete, and
  further declare that they have authority to sign this document on
  behalf of Parkway Portfolio I LLC.
  
       Dated:  _________________, 1998
  
                                               Parkway Portfolio I
                           LLC, a Mississippi limited liability
                           company
  
                                               By:  Parkway
                           Properties LP, a Delaware limited
                           partnership, its sole member
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  By:
  
  Name:
  
  Title:
  
                                                              By:
                                                              Name:
  
  Title:
  
  STATE OF __________
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  STATE OF __________
  COUNTY OF _________
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
                     PURCHASE AND SALE AGREEMENT
  
                               between
  
                        PARKWAY PROPERTIES LP
                                  
                                 and
  
                    TRIAD PROPERTIES CORPORATION
  
                           APRIL 17, 1998
  
                          TABLE OF CONTENTS
  
  ARTICLE 1PURCHASE AND SALE
       1.1  Purchase and Sale                                           1
       1.2  Real Property Identified                                    1
       1.3  Personal Property Identified                                2
       1.4 Definition of Parcel, Parcels, Building and Buildings        3
  
  ARTICLE 2PURCHASE PRICE
       2.1  Escrow Deposit                                              3
       2.2 Additional Escrow Deposit                                    4
       2.3  Purchase Price                                              4
       2.4  Payment of Purchase Price                                   4
  
  ARTICLE 3ESCROW; CLOSING
       3.1  Escrow Agent                                                4
       3.2  Closing Date                                                4
       3.3  Closing Costs                                               5
       3.4  Prorations                                                  5
       
  ARTICLE 4TITLE MATTERS
       4.1  Title Report/Commitment for Title Insurance                 7
       4.2  Surveys                                                     8
       4.3  Title Defects                                               8
       4.4  Title Insurance                                             8
       4.5   "Aggregate" Title Policy                                   9
       
  ARTICLE 5INFORMATION SCHEDULES
       5.1  Information Schedules                                       9
  
  ARTICLE 6INSPECTION
       6.1  Inspection Period                                           10
       6.2  Right of Termination                                        11
  
  ARTICLE 7REPRESENTATIONS AND WARRANTIES
       7.1  Purchaser's Representations and Warranties                  12
       7.2  Seller's Representations and Warranties                     13
  
  ARTICLE 8COVENANTS
       8.1  Covenants of Seller                                         15
       8.2 Mutual Release                                               17
       
  ARTICLE 9CLOSING MATTERS
       9.1  Conditions to Purchaser's Obligations                       18
       9.2  Conditions to Seller's Obligations                          18
       9.3  Closing Deliveries                                          18
       9.4    Purchaser's  Obligation  to  Timely  Deliver  Closing
            Deliveries               20
       9.5  Knowledge as a Defense                                      20
       9.6  Limitations on Liability                                    20
       9.7  Knowledge Standard                                          20
       9.8    Closing  Contingent on Belvedere and Atrium  at  Bent
            Tree Closings       21
  
  ARTICLE 10DEFAULTS AND REMEDIES
       10.1  Damages Against Purchaser                                  21
       10.2  Damages against Seller                                     21
  
  ARTICLE 11RISK OF LOSS
       11.1  Risk of Loss                                               22
       11.2  Minor Damage                                               22
       11.3  Major Damage                                               23
       11.4  Definition of Major Loss or Damage                         23
  
  ARTICLE 12GENERAL PROVISIONS
       12.1  Brokerage Commission                                       23
       12.2  Confidentiality                                            23
       12.3   Entire Agreement                                          24
       12.4   Further Assurances                                        24
       12.5   Modification, Waiver                                      24
       12.6   Severability                                              24
       12.7  Successors                                                 24
       12.8  Assignment                                                 24
       12.9  Survival of Representations and Warranties                 25
       12.10  Attorneys' Fees                                           25
       12.11  Time                                                      25
       12.12  No Other Inducement                                       25
       12.13  Computation of Time Periods                               25
       12.14  Notices                                                   25
       12.15  Headings                                                  26
       12.16  Exhibits                                                  26
       12.17  Counterparts                                              27
       12.18  Governing Law                                             27
       12.19  Effective Date                                            27
  
  ARTICLE 13LIKEKIND EXCHANGE
       13.1  LikeKind Exchange                                          27
  
                     PURCHASE AND SALE AGREEMENT
  
       This Purchase and Sale Agreement ("Agreement") is made and
  entered into as of the Effective Date (as defined in Section ),
  by and between Parkway Properties LP, a Delaware limited
  partnership ("Seller") and Triad Properties Corporation, an
  Alabama corporation, ("Purchaser");
  
       WHEREAS, Seller is the owner of certain parcels of land
  located in Richardson, Texas and Irving, Texas, which are legally
  described on Exhibits  and  attached hereto (the "Land"); and
  
       WHEREAS, there are certain real property improvements in, on
  or under the Land (collectively, the "Improvements") (the Land
  and Improvements are collectively referred to herein as the "Real
  Property"); and
  
       WHEREAS, Seller owns certain items of tangible and
  intangible personal property listed on Exhibit  attached hereto
  (collectively "Personal Property") (the Real Property and
  Personal Property are collectively referred to herein as the
  "Assets"); and
  
       WHEREAS, Seller desires to sell, transfer, assign and convey
  to Purchaser, and Purchaser desires to purchase and acquire from
  Seller, all of Seller's right, title and interest in and to the
  Land, Improvements and the Personal Property pursuant to the
  terms and conditions set forth herein (the "Transaction"); and
  
       NOW, THEREFORE, in consideration of the premises, and the
  mutual covenants, agreements, representations and warranties
  contained in this Agreement, and intending to be legally bound,
  Purchaser and Seller agree as follows:
  
  I.
       ARTICLE
  
                          PURCHASE AND SALE
  ARTICLE PURCHASE AND SALE
  1.1    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 all of its
  right, title and interest in and to the Assets to Purchaser, and
  Purchaser agrees to purchase and acquire the Assets from Seller.
  
  1.2    Real Property Identified  Real Property Identified.  As
  used herein, the Real Property shall mean:
  
  (a)              Description of Land.  The real estate legally
  described in Exhibits  and  attached hereto.
  
  (b)              Description of Improvements.  The Improvements,
  all building materials, fixtures, heating, ventilation and air
  conditioning systems, canopies, sidewalks, walkways, planters and
  landscape materials, and all other real property improvements
  owned by Seller and located in, on or under the Land or related
  to, used or available for use in the ownership, conduct,
  operation or maintenance of the Real Property.
  
  (c)              Rights and Appurtenances.  All and singular, the
  rights and appurtenances pertaining to the Land, including, but
  not limited to, any right, title and interest of Seller in and to
  adjacent streets, roads, alleys, easements and rights-of-way.
  
  1.3  Personal Property Identified.
  
  (a)              Description of Tangible Personal Property.  The
  tangible Personal Property consists of all tangible personal
  property located on or attached to the Real Property and owned by
  Seller and used or available for use by Seller in the ownership,
  operation and/or management of the Real Property and in the
  repair, operation and maintenance of the Assets, including,
  without limitation, all of Seller's right, title and interest in
  all equipment, tools, machinery, furniture, furnishings, office
  and other supplies, inventories, spare parts and other tangible
  personal property located on or attached to the Real Property.
  The tangible Personal Property specifically includes all tangible
  personal property located in any management office at the real
  property owned or leased by Seller.  The material tangible
  Personal Property is generally described on Exhibit  attached
  hereto.
  
  (b)              Description of Intangible Personal Property.
  The intangible Personal Property consists of all material
  intangible personal property owned by Seller and used by Seller
  in connection with the operation and/or management of the Real
  Property and in the repair, operation and maintenance of the
  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 use and ownership of
  the Assets or the operation thereof; (iii) all assignable
  contracts, agreements and contract rights; (iv) rights, if any,
  to use any trade names associated with the Assets on a non-
  exclusive basis (Seller makes no representation or warranty with
  respect to its right to use such names and has not registered or
  filed an assumed name certificate for the same in any manner);
  and (v) all leases, tenancies and rental agreements or
  arrangements (collectively, the "Leases") with tenants, and
  security, damage and other deposits and payments which are set
  forth on Exhibit  with respect to the Leases and not applied by
  Seller in accordance with the terms of the Leases prior to the
  Closing Date (collectively, the  "Deposits").
  
  1.4             Definition of Parcel, Parcels, Building and
  Buildings Definition of Parcel, Parcels, Building and Buildings.
  
  (a)              Building(s).  The terms "Building" and
  "Buildings" as used herein shall mean and refer to either one of
  or both of the Courtyard at Arapaho Building and/or the Fairway
  Plaza Building as the context may require.
  
  (b)              Courtyard at Arapaho Building.  The term
  "Courtyard at Arapaho Building" shall mean and refer to the
  Building located on the Land in Richardson, Texas and more
  particularly described on Exhibit .
  
  (c)              Fairway Plaza Building.  The term "Fairway Plaza
  Building" shall mean and refer to the Building located on the
  Land in Irving, Texas and more particularly described on Exhibit.
  
  (d)              Parcel(s).  The term "Parcel" and "Parcels" as
  used herein shall mean and refer to either one of or both of the
  Courtyard at Arapaho Parcel and/or The Fairway Plaza Parcel as
  the context may require.
  
  (e)              Courtyard at Arapaho Parcel.  The term
  "Courtyard at Arapaho Parcel" shall mean and refer to the Land
  legally described on Exhibit  and the Improvements located
  thereon.
  
  (f)              Fairway Plaza Parcel.  The term "Fairway Plaza
  Parcel" shall mean and refer to the Land legally described on
  Exhibit  and the Improvements located thereon.
  
                          2         ARTICLE
  
                           PURCHASE PRICE
  2.1   Escrow Deposit.  Purchaser shall
  within two (2) business days following the Effective Date deliver
  to Chicago Title Insurance Company, National Accounts Division,
  Attention: Ellen Schwab, Telephone: ________, Facsimile:_______,
  Attention: __________ or such other national title company as
  selected by Seller and approved by Purchaser ("Title Company")
  the sum of $100,000.00 ("Initial Escrow Deposit") in lawful funds
  of the United States of America.  Except as contemplated by
  Sections  and , the Initial Escrow Deposit and all interest
  thereon shall be non-refundable to Purchaser but shall be
  credited toward the Purchase Price upon Closing (defined below).
  Title Company is hereby instructed to invest the Initial Escrow
  Deposit in an interest bearing account in the name of Purchaser.
  Purchaser's taxpayer identification number is __________.
  Purchaser and Seller hereby acknowledge and agree that, at
  Closing all accrued interest on the Initial Escrow Deposit shall
  be credited to Purchaser, provided, however, in the event that
  this Transaction does not close under circumstances where Seller
  is entitled to the Escrow Deposit, then all accrued interest
  thereon shall be delivered to Seller.
  
  2.2  Additional Escrow Deposit.  Within one (1) business day following
  the expiration ofthe Inspection Period (defined below), if Purchaser has not
  elected to terminate this Agreement in accordance with Article
  below, Purchaser shall deposit an additional $100,000.00 (the
  "Additional Escrow Deposit") which shall, together with the
  Initial Escrow Deposit constitute the "Escrow Deposit".  In the
  event Purchaser fails to deliver the Additional Escrow Deposit
  pursuant to the terms hereof, then the Initial Escrow Deposit
  shall be delivered to Seller and neither party shall have any
  further obligation to the other. Upon delivery of the Additional
  Escrow Deposit, the entire Escrow Deposit shall be non-refundable
  to Seller except as contemplated by Sections  and .
  
  2.3  Purchase Price.  Seller agrees
  to sell, and Purchaser agrees to purchase, the Assets for a total
  purchase price equal to Twenty-Five Million Seven Hundred
  Thousand and 00/100 Dollars ($25,700,000) ("Purchase Price"),
  plus or minus prorations and other adjustments provided by this
  Agreement, upon and in accordance with the terms and conditions
  of this Agreement.  The Purchase Price shall be allocated among
  the Parcels pursuant to Exhibit .
  
  2.4  Payment of Purchase Price.
  The Purchase Price (of which the Escrow Deposit may be a
  part), plus or minus prorations, shall be paid in immediately
  available funds through escrow to Seller on the Closing Date
  (defined below).
  
                          3         ARTICLE
  
                           ESCROW; CLOSING
  
  3.1    Escrow Agent.  Title Company is
  authorized and instructed to act as escrow agent pursuant to the
  terms of this Agreement.  By execution of the acknowledgment
  attached hereto, Title Company acknowledges receipt of the
  Initial Escrow Deposit.  Title Company shall promptly notify both
  Purchaser and Seller upon receipt of the Additional Escrow
  Deposit.  Purchaser and Seller shall execute any additional
  escrow instructions reasonably required by Title Company to
  complete the Transaction provided that such instructions are not
  inconsistent with the terms of this Agreement.
  
  3.2   Closing Date.  Closing shall be on
  the fifteenth day after the expiration of the Inspection Period
  (hereafter referred to as "Closing Date" or "Closing").  In the
  event Seller has not yet identified sufficient properties to
  effectuate the like-kind exchange contemplated by Article
  hereof, the Seller may, by providing notice to Purchaser at least
  ten (10) days prior to the Closing Date, extend Closing for an
  additional thirty (30) days, provided however, in no event shall
  the Closing Date be later than forty-five (45) days after the end
  of the Inspection Period unless a different date is determined by
  the mutual agreement of Seller and Purchaser.  If Seller elects
  to extend the Closing, Purchaser may at its option proceed to
  close the transaction contemplated by that certain Purchase and
  Sale Agreement of even date herewith between Purchaser and
  Parkway Portfolio I, LLC (the "Belvedere Agreement").
  
  3.3   Closing Costs.
  
  (a)              Seller's Payments.  Seller shall pay the cost
  and expenses, if any, of (i) the title search and title insurance
  commitment; (ii) fees for recording the deed conveying the Real
  Property, including any stamp, documentary or transfer taxes;
  (iii) the surveys; (iv) the premium for a single Owner's standard
  form title policy in the aggregate amount of $53,250,000 which
  shall cover the Real Property and the "Real Property" under the
  Belvedere Agreement (but not for any modifications, endorsements
  or deletions with respect thereto, including without limitation,
  survey endorsements) not to exceed $155,913.50; and (v) one-half
  of any escrow fees charged by Title Company.
  
  (b)              Purchaser's Payments.  Purchaser shall pay and
  the cost and expenses of: (i) any endorsements, modifications or
  deletions to the title insurance policies (including, without
  limitation, deletion of the survey exception); and (ii) one-half
  of any escrow fees charged by title company.
  
  (c)              Other Costs.  Each party will pay all its own
  expenses incurred in connection with this Agreement and the
  transactions contemplated hereby, including, without limitation
  (i) all costs and expenses stated herein to be borne by a party,
  and (ii) all of their respective consulting, accounting, legal
  and appraisal fees.
  
  3.4   Prorations.  The following
  prorations shall be made effective as of the Closing Date and, to
  the extent possible, shall be made tentatively at Closing:
  
  (a)              Proration Date.  All prorations shall be made as
  of 12:01 a.m., according to the time zone in which the Assets are
  located, on the Closing Date, and, subject to the provisions of
  Section , as if Purchaser were vested with title to the Assets
  during the entire Closing Date.
  
  (b)              Rents.  All rents under the Leases for the month
  in which Closing occurs which are actually received by Seller
  shall be prorated as of the Closing Date.  All advance payments
  of rents, other than for the month in which Closing occurs, and
  all Deposits shall be paid by Seller to the Purchaser at Closing.
  Delinquent rents and additional rents owed for the month during
  which Closing occurs (for the pro rata period of Seller's
  ownership of such Property) or prior to the month during which
  the Closing takes place shall remain the property of Seller, and
  Purchaser, without cost to Purchaser, shall use reasonable
  efforts (not to include commencing any eviction action or other
  litigation to collect such delinquency) to collect such
  delinquent rents and additional rents for the benefit of Seller
  after Closing and shall cooperate with Seller in the collection
  of any such delinquent rents and additional rents, but shall not
  be obligated to collect any such delinquency.  Seller shall
  retain the right to pursue all remedies (excluding eviction of
  tenants) against tenants from whom Purchaser is unable to collect
  such delinquent rents and additional rents despite diligent
  efforts.  After the Closing, Seller will cause to be paid or
  turned over to Purchaser all rents, if any, received by Seller
  after Closing and attributable to any period following the
  Closing.  All rent received by Purchaser after the Closing Date
  shall be applied first to current rentals and then to delinquent
  rentals in the inverse order of maturity.  Purchaser shall cause
  to be paid or turned over to Seller all rents received by
  Purchaser after Closing and attributable to any period prior to
  Closing, subject to the provisions of the immediately preceding
  sentence.
  
  (c)              Deposits.  After the Closing, Purchaser will
  assume full responsibility for all  Deposits which are itemized
  by Seller and credited to Purchaser at the Closing.
  
  (d)              Taxes.  Ad Valorem and personal property taxes
  and assessments against the Assets for the year of Closing,
  including, without limitation, assessments associated with
  declaration of covenants and association dues, if any, 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.  Provided, however, Seller shall
  not be required to make payments to Purchaser for any tax
  proration to the extent such payment is payable by or chargeable
  to tenants.  Subject to any applicable proration, all such taxes
  and assessments which are due and payable on or before the
  Closing Date shall be paid in full by Seller prior to Closing.
  
  (e)              Utilities.  Charges for utilities serving the
  Assets shall be determined as of the day preceding the Closing
  Date.  Final readings and final billings for utilities will be
  made if possible as of the day preceding Closing, in which event
  no proration will be made at Closing with respect to utility
  bills.  If final readings and final billings for utilities are
  not possible, the parties shall prorate the utility bills based
  on the most recent prior months' utility bills, and upon receipt
  of the actual utility bills which include the Closing Date and to
  the extent that the amounts so apportioned at Closing differ,
  Seller and Purchaser shall make all necessary adjustments by
  appropriate payments between themselves following Closing. All
  utility deposits of Seller shall belong to Seller.
  
  (f)              Contract Charges.  Charges with respect to
  service 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.  To the extent
  not reflected in the closing statements evidencing the
  Transaction, Purchaser and Seller agree to adjust between
  themselves outside of Closing any amounts which are the
  responsibility of the other party pursuant to this subsection.
  
  (g)              Miscellaneous Operating Income and Expense.
  Except as otherwise provided herein, all other income or
  operating expenses relating to the Assets will be prorated at the
  Closing, effective as of the date of Closing.
  
  (h)              Leasing Costs.  Seller shall be responsible for
  paying all costs, including, without limitation, tenant
  improvements and leasing commissions associated with any new
  lease, or any expansion, modification or renewal of any existing
  Lease, executed by Seller or exercised by a tenant prior to the
  Effective Date.  If Purchaser acquires the Assets, Purchaser
  shall be responsible for paying all costs (including, without
  limitation, leasing commissions and tenant improvements costs)
  associated with all leases or lease expansions, modifications or
  renewals executed after the Effective Date to which Purchaser has
  consented or has been deemed to consent or associated with any
  lease expansion or renewal occurring after the Effective Date
  pursuant to the existing provisions of the applicable Lease.
  Seller shall receive a credit at Closing for any such costs
  previously paid by Seller which are obligations of Purchaser
  hereunder.  If, for any reason, Purchaser does not purchase the
  Assets, Purchaser shall not be responsible or liable to any
  entity with respect to any such costs or leasing commissions.
  
  (i)              Tenant Additional Rents.  Seller and Purchaser
  acknowledge that certain tenants of the Buildings may owe
  payments after the Closing, attributable to percentage rentals,
  expense escalation reimbursements, operating expense pass-
  throughs, and common area maintenance reimbursements.  The
  parties further agree to prorate any such payments, effective as
  of the date of the Closing, as they are received by Purchaser
  after the Closing.
       The agreements with respect to prorations in this Section
  shall survive Closing.  Final settlement of all prorated items,
  except real estate taxes if final determination thereof is not
  possible, delinquent rentals if collected, and tenant additional
  rents, shall occur on or before 60 days after the Closing Date,
  or on the next business day if the 60th 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.
  
                          4         ARTICLE
  
                            TITLE MATTERS
  
  4.1 Title Report/Commitment for Title Insurance.  Seller hereby
  instructs Title Company to prepare and deliver to Purchaser,
  Seller and the surveyors described below, at Seller's expense, as
  soon as possible after the Effective Date an "aggregate" title
  commitment issued by Title Company together with legible copies
  of all referenced exceptions (the "Title Commitment") covering
  the Parcels and the "Parcels" as defined in the Belvedere
  Agreement (the "Belvedere Parcels"), showing all matters
  affecting title to the Parcels and binding Title Company to issue
  to Purchaser at Closing an owner's policy of title insurance on a
  standard non-residential Texas form of policy in the full amount
  of the Purchase Price and the "Purchase Price" under the
  Belvedere Agreement pursuant to Section  hereof.  Seller and
  Purchaser further instruct Title Company to deliver to such
  parties copies of all instruments referenced in Schedule B,
  Section II of the Title Commitment.
  
  4.2  Surveys.  Seller shall, within two (2)
  business days of the Effective Date, order surveys or updates to
  surveys to be delivered to Seller, Purchaser and Title Company.
  Such surveys shall be land title surveys of the Land and of the
  Improvements situated thereon dated no earlier than January 1,
  1998, situated thereon (the "Surveys"), each prepared by a
  surveyor licensed by the State in which the Assets are located
  and certified to Purchaser, Seller and Title Company and such
  other parties as Purchaser may designate by such surveyors.
  Seller shall use diligent efforts to cause the surveys to be
  delivered no later than ten (10) business days after the
  Effective Date.
  
  4.3  Title Defects.  Within seven (7)
  days after receipt of the later of the Title Commitment and the
  Survey, Purchaser shall notify Seller in writing ("Purchaser's
  Notice") of any title matters to which Purchaser objects (the
  "Title Defects").  Any matter disclosed in the Title Commitment
  or Survey and not objected to by Purchaser or subsequently waived
  by Purchaser shall be deemed a permitted exception  ("Permitted
  Exception").  Seller shall notify Purchaser of Seller's decision
  not to cure any Title Defect within five (5) days after receipt
  of Purchaser's Notice; provided, however, Seller shall remove all
  monetary liens, if any.  Seller's failure to respond shall be
  deemed a decision by Seller not to cure any Title Defect.
  Within five (5) days of Seller's election not to cure certain
  Title Defects, Purchaser may elect to waive such Title Defects or
  terminate this Agreement in which event Seller shall be entitled
  to the Escrow Deposit and all interest accrued thereon.
  Purchaser's failure to respond shall be deemed a decision by
  Purchaser to waive the Title Defects to which Seller decides not
  to cure.  If the Title Defects, that Seller elected to cure, are
  not cured by Seller or waived by Purchaser on or before the
  Closing Date then Purchaser may (i) elect to waive the uncured
  Title Defects, or (ii) terminate this Agreement in which event
  Purchaser shall be entitled to receive the Escrow Deposit and all
  interest accrued thereon.  Without regard to the foregoing, in
  the event of an act or omission of Seller which has a material
  adverse effect on title to the Parcels after the effective date
  of the Title Commitment, Purchaser may terminate this Agreement
  and receive the Escrow Deposit and all interest accrued thereon.
  
  4.4  Title Insurance.  At Closing,
  Seller and Purchaser shall instruct Title Company to issue a
  final update to the Title Commitment in which the "GAP" exception
  has been deleted, binding Title Company to issue to Purchaser an
  "aggregate" owner's policy of title insurance (the "Title
  Policy") covering the Parcels in the full amount of the Purchase
  Price and the "Purchase Price" under the Belvedere Agreement.
  The Title Policy shall be Texas standard form owner's policy of
  title insurance subject only to: (a) current non-delinquent real
  estate taxes and assessments; (b) Permitted Exceptions; (c) title
  exceptions caused by acts or omissions of Purchaser; and (d) with
  Schedule B, Item 1 marked "none of record" or reflecting only
  those restrictive covenants which are Permitted Exceptions,
  Schedule B, Item 5 limited to the year in which Closing occurs
  and subsequent years, Schedule B, Item 6 deleted, and with none
  of the matters on Exhibit "C" listed as exceptions, and with
  Schedule B, Item 2 amended to read "shortages in area only" upon
  Purchaser's payment of a 15% additional premium.
  
  4.5  "Aggregate" Title Policy Policy.  
  Purchaser acknowledges that certain cost savings will
  result from the issuance by the Title Company of one (1) multi-
  property title insurance policy covering both the Real Property
  to transferred pursuant to this Agreement and certain real
  property to be purchased from Seller (or related entities)
  pursuant to the Belvedere Agreement.  Accordingly, if Seller
  extends the Closing hereunder and Purchaser elects to proceed to
  close the Belvedere Agreement, Purchaser hereby agrees that
  Purchaser and Seller will at Closing instruct the Title Company
  that, notwithstanding closing of the Belvedere Agreement, the
  Title Company shall have no obligation to deliver the Title
  Policy prior to the day that is the business day after Closing of
  both agreements and which precedes the expiration date of the
  Title Commitment (the "Expiration Date"). Should the acquisition
  of the Parcels fail to close on or before the Expiration Date,
  Purchaser and Seller shall in good faith request a one time re-
  issuance of the Title Commitment extending the expiration of the
  Title Commitment for an additional sixty (60) day period (the
  "Extended Expiration Date").  In the event such request is
  rejected by the Title Company, Seller and Purchaser shall
  instruct the Title Company to deliver the Title Policy to
  Purchaser no later than the Expiration Date.  If the request for
  the re-issuance of the Title Commitment is granted, then the
  Title Company shall be instructed to deliver the Title Policy to
  Purchaser on that day that is the earlier to occur of (i) the
  closing of the acquisition under the Belvedere Agreement or (ii)
  the Extended Expiration Date.
  
                          5         ARTICLE
  
                        INFORMATION SCHEDULES
  
  5.1  Information Schedules.
  Seller has delivered or will deliver within two (2) business days
  after the Effective Date, or make available for inspection by
  Purchaser, without representation or warranty of any type other
  than as expressly provided in Section  hereof, copies of all
  schedules and documents referred to in this Agreement
  ("Information Schedules"), including the following schedules and
  other information described below:
  
  (a)             Leases.  True and complete copies, of all Leases
  listed on the rent roll and all amendments and modifications to
  all Leases.  Seller will make the tenant files relating to the
  Leases available for inspection by Purchaser at either the
  Buildings or its local property manager's office, to the extent
  such are in Seller's or its agent's possession.
  
  (b)              Contracts.  Copies of all written service,
  maintenance, management and other agreements, equipment leases,
  contracts and arrangements relating or pertaining to the Assets
  (collectively "Contracts") which are identified on the Contracts
  Schedule which is attached hereto as Exhibit .
  
  (c)              Permits.  Copies of all current business or
  other licenses, permits, certificates of occupancy,
  authorizations and other evidences of consent relating to or
  affecting the Assets (collectively "Permits") of or from any
  governmental authority, which are in Seller or its agents'
  possession.
  
  (d)              Property Taxes/Utility Bills.  Copies of the tax
  statements and bills (both real estate and personal property
  taxes) and all utility statements and bills with respect to the
  Assets for all prior years which are in Seller's possession.
  
  (e)              Warranties.  Copies of all material third party
  warranties and guaranties, including any warranties relating to
  equipment, structures, roof, landscaping, parking lot or parking
  lot surfaces, if any, which are in effect with respect to or
  which benefit any portion of the Assets.
  
  (f)              Operating Statements.  As soon as available,
  copies of all operating statements for the Assets for the  period
  beginning upon Seller's acquisition of the applicable Parcel
  through March 31, 1998 and all prior operating statements of the
  previous owners of the Parcels which are in Seller's possession.
  
  (g)              Plans.  Copies of all construction plans,
  specifications, diagrams and schematics of the Real Property and
  Improvements in Seller's possession or control will be made
  available to Purchaser at the location of the Assets.
  
  (h)             Third Party Reports.  Copies of any
  environmental, structural or mechanical reports, or any
  appraisals in Seller's possession.
  
  (i)             Zoning Letters.  Copies of any letters obtained
  by Seller upon its acquisition of the Parcels from governmental
  authorities regarding local zoning requirements.
  
       Notwithstanding the fact that Seller is furnishing all such
  information, Purchaser acknowledges and agrees that Seller makes
  no representation or warranty, express or implied, as to the
  accuracy or completeness of any of such information, reports,
  plans, statements or appraisals and is providing them to
  Purchaser solely as an accommodation to Purchaser.  Provided,
  however, this disclaimer of representation and warranties shall
  not alter or otherwise diminish in any manner the express
  representations and warranties of Seller set forth under Section.
  
                            6    ARTICLE
  
                             INSPECTION
  6.1  Inspection Period.  During
  the period beginning upon the Effective Date and ending at 5:00
  p.m., central time, May 18, 1998 (such period of time hereinafter
  referred to as the "Inspection Period"), Purchaser and/or its
  attorneys, consultants or employees ("Authorized
  Representatives") shall have the right to: (i) make a physical
  inspection of the Assets subject to the rights of tenants, (ii)
  examine the financial and operating books and records relating to
  the Assets maintained by or for the benefit of Seller, (iii)
  interview tenants of the Improvements, and (iv) conduct such non-
  destructive physical engineering, feasibility and other studies
  and tests on or of the Assets as Purchaser considers to be
  appropriate.  Subject to Seller's prior written approval of the
  scope and nature of any Phase 2 environmental site assessment,
  Purchaser may conduct a Phase 2 environmental site assessment of
  the Assets if recommended by Purchaser's environmental
  consultant.  Purchaser and/or Purchaser's Authorized
  Representatives may also copy any documents referred to or
  described in the Information Schedules but not required to be
  provided to Purchaser as part of any such schedule.
  Notwithstanding the foregoing, Purchaser hereby agrees to use
  commercially reasonably efforts not to unreasonably interfere
  with Seller's operations at the Improvements or interfere with
  any tenant's operations at the Improvements, and the scheduling
  of any inspections, interviews, and/or testing shall take into
  account the timing and availability of access to tenant's
  premises, subject to and in accordance with tenants' rights under
  the Leases or as tenants may otherwise agree.  Purchaser shall at
  all times conduct such due diligence in  compliance with
  applicable laws and the terms of any leases of the Improvements,
  and in a manner so as to not cause undue damage, loss, cost or
  expense to Seller, the Improvements or the tenants of the
  Improvements, and Purchaser shall promptly restore the
  Improvements to their condition immediately preceding such
  inspections and examinations and shall keep the Improvements free
  and clear of any mechanic's liens or materialmen's liens in
  connection with such inspections and investigations.  Seller
  shall have the right, at its option, to cause a representative of
  Seller to be present at all such inspections, reviews and
  examinations.  Purchaser shall keep all information or data
  received or discovered in connection with such due diligence (the
  "Confidential Information") strictly confidential; provided,
  however, Purchaser may disclose such Confidential Information if
  required by law and to Authorized Representatives. Purchaser
  shall indemnify, protect, defend and hold Seller harmless from
  and against any obligation, liability, claim (including any claim
  for damage to property or injury to or death of any persons),
  lien or encumbrance, loss, damage, cost or expense, including
  attorney's fees, in any way caused by the inspections or
  examinations of the Assets by Purchaser or its authorized
  representatives.  The foregoing indemnification shall survive the
  Closing or the termination of this Agreement for any reason.
  
  6.2              Right of Termination  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 and Title Company on or before the
  expiration of the Inspection Period and Title Company shall
  immediately deliver to Seller the Initial Escrow Deposit and any
  interest thereon.  In the event the Transaction does not close
  for any reason, Purchaser shall deliver to Seller all materials,
  studies or documents received from third parties or from Seller
  relating to the Assets and copies of tests and studies received
  by Seller from third parties relating to the physical condition
  of the Assets, without representation or warranty of any type.
   
                         7         ARTICLE
  
                   REPRESENTATIONS AND WARRANTIES
  
  7.1  Purchaser's Representations and Warranties.  Purchaser makes the
  following representations and warranties, as of the date of
  execution of this Agreement, which shall survive Closing and
  conveyance of the Assets to Purchaser:
  
  (a)              Authority.  Purchaser is a corporation, duly
  formed, organized, existing and in good standing under the laws
  of the State of Alabama; 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 person executing this Agreement
  and the other documents required hereunder is the duly designated
  officer of Purchaser and is authorized to do so.
  
  (b)              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.
  
  (c)              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.
  
  (d)             "AS IS, WHERE IS".  PURCHASER HEREBY EXPRESSLY
  ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL INSPECT
  AND EXAMINE THE ASSETS TO THE EXTENT DEEMED NECESSARY BY
  PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE
  OF THE ASSETS.  PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE
  PURCHASER OF REAL ESTATE AND OFFICE DEVELOPMENTS AND THAT, EXCEPT
  AS SET FORTH IN SECTION  OR THE DOCUMENTS DELIVERED PURSUANT TO
  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 ASSETS,
  INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
  CONDITIONS THEREOF, AND IS RELYING OR WILL RELY UPON SAME, AND
  SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT
  LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS.
  PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
  ACQUIRING THE ASSETS ON AN "AS IS, WHERE IS, WITH ALL FAULTS"
  BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS
  OR IMPLIED, OF ANY KIND OR NATURE OTHER THAN THOSE SET FORTH
  HEREIN AND IN THE DOCUMENTS OF TRANSFER RELATING TO THIS
  TRANSACTION.  THE PROVISIONS OF THIS SECTION SHALL BE CONTAINED
  IN THE DEED TO BE DELIVERED TO PURCHASER AT CLOSING AND SHALL
  SURVIVE CLOSING AND THE FUTURE TRANSFER OF ANY OR ALL OF THE
  ASSETS BY PURCHASER.
  
       Initialed by:
  
       Seller              Purchaser
  
  7.2  Seller's Representations and Warranties.
  Seller makes the following representations and warranties, as of the date of
  execution of this Agreement, which shall survive Closing (to the
  extent set forth in Section ) and conveyance of the Assets to
  Purchaser:
  
  (a)              Authority. Seller is a limited partnership, duly
  formed, organized, existing and in good standing under the laws
  of the State of Delaware.  Seller is currently registered as a
  foreign limited partnership with the Texas Secretary of State.
  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.  The
  persons executing this Agreement and the other documents required
  hereunder are the duly designated representatives of Seller and
  are authorized to do so.
  
  (b)             Litigation.  There are no actions, suits or
  proceedings pending or, to Seller's actual knowledge, threatened
  against, by or affecting Seller which affect title to the Assets
  or which question the validity or enforceability of this
  Agreement or of any action taken by Seller under this Agreement,
  in any court or before any governmental authority, domestic or
  foreign.
  
  (c)              Indefeasible Title.  At the Effective Date and
  as of Closing, Seller will own the Personal Property free and
  clear of all liens, claims, encumbrances, and rights of others,
  except for the Permitted Exceptions and the leased or financed
  equipment disclosed pursuant to the Information Schedules, 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.
  
  (d)              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.
  
  (e)              Condemnation.  Seller has received no written
  notice of any condemnation proceedings relating to the Property.
  
  (f)             Governmental Notice.  To Seller's actual
  knowledge, Seller has received no written notice from any
  governmental entity and has no actual knowledge of any violations
  or potential violation of any zoning, building, health,
  environmental or other laws, codes or ordinances, regulations,
  orders or requirements of any city, county, state or other
  governmental authority having jurisdiction thereof.
  
  (g)              Rent Roll.  To Seller's actual knowledge, the
  Rent Roll, Delinquency Reports (if attached), Security Deposit
  Schedule and Commissions Schedule are each attached hereto as
  part of Exhibit  and are accurate in all material respects.
  
  (h)             Leases.  To Seller's actual knowledge, the Leases
  scheduled and identified on the Rent Roll attached hereto are the
  only leases or other agreements for use, occupancy or possession
  presently in force with respect to all or any portion of the
  Assets.
  
  (i)             Estoppel Representation.  To Seller's actual
  knowledge, the Leases scheduled and identified on the Rent Roll
  are all presently in full force and effect, have not been
  modified, supplemented or amended except as set forth on the Rent
  Roll, and are the entire agreement between Seller and the
  "lessees" or "tenants" thereunder; Seller has fully and
  completely performed all of the duties and obligations of the
  "lessor" or "landlord" under the Leases arising on or before the
  date hereof, there are no obligations of the "lessor" or
  "landlord" under any of the Leases to make or to pay for any
  improvements, alterations or additions to the premises covered
  thereby except as indicated in the Leases; there are no defaults
  by the "lessees" or "tenants" under any of the Leases; there are
  no rentals which have been paid under any of the Leases more than
  one (1) month in advance except as indicated on the Rent Roll;
  except as indicated in the Leases there are no rent concessions
  or offsets with respect to any of the Leases; except as indicated
  in the Leases there are no options in favor of the "lessees" or
  "tenants" under any of the Leases to purchase all or any portion
  of the Property, except as indicated in the Leases, there are no
  options in favor of the "lessees" or "tenants" to renew or extend
  the term of any of the Leases.  This representation shall
  terminate and be of no further force or effect as to each Lease
  upon the delivery to Purchaser of a Tenant's Estoppel Certificate
  in the form attached hereto without any material modification
  thereto so long as such estoppel certificate is consistent with
  the substance of this representation and the terms of such
  Tenant's Lease.
  
  (j)              Contract Schedule.  To Seller's actual
  knowledge, the Contract Schedule sets forth all Contracts
  pertaining to the Assets.  Seller shall cause any property
  management agreements applicable to the Parcels to be terminated
  as of the Closing.
  
  (k)             Environmental Matters.  For the purpose of this
  Agreement, the term "Hazardous Materials" shall mean (i) each and
  every substance included within the term "hazardous substance" or
  "hazardous waste" as defined in any one or more of the
  Comprehensive Environmental Response, Compensation, and Liability
  Act of 1980, 42 U.S.C.A. Section 9601 et seq. (as heretofore
  amended), the Hazardous Materials Transportation Act of 1975, 49
  U.S.C.A. Section 1801 et seq. (as heretofore amended), the
  Resource Conservation and Recovery Act of 1976, 42 U.S.C.A.
  Section 6901 et seq. (as heretofore amended) and any other
  federal, state or local environmental laws or regulations now or
  hereafter enacted; (ii) all substances to which the rules and
  regulations promulgated by any Federal or state agency pursuant
  to any one or more of said statutes applies; and (iii) any and
  all petroleum products and petroleum derivatives.  Seller
  represents unto Purchaser that the following  matters are true as
  of the date of execution of this Agreement by Seller, and shall
  survive Closing and not merge into any documents delivered at
  Closing:
  
             (i)              Seller has no actual knowledge of any (i)
  currently existing violations of federal, state, county or
  municipal environmental laws in respect to the Parcels, 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;
  
             (ii)             Seller has no actual knowledge of any underground
  storage tanks ("USTs") located on or below the Land;
  
                          8     ARTICLE
  
                              COVENANTS
  8.1              Covenants of Seller  Covenants of Seller.
  Seller covenants and agrees with Purchaser as follows:
  
  (a)              Access.  Subject to the terms and conditions of
  Section , during normal business hours prior to 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.  Prior to Closing, Seller will furnish Purchaser
  with such additional financial and operating data and other
  information reasonably available to Seller as may be reasonably
  necessary for Purchaser to thoroughly evaluate the Assets,
  including, without limitation, updated rent rolls, commissions
  schedule, operating statements and contract information.
  
  (b)             Operation of Assets Prior to Closing.  Prior to
  Closing, Seller shall:  (i) not cancel or permit cancellation of
  any hazard or liability insurance carried with respect to the
  Assets; (ii) operate the Assets on a basis consistent with
  historical operations including, without limitation, undertaking
  all reasonably  required ordinary maintenance and repair of the
  Improvements (but not including any capital or extraordinary
  expenditures) or (iii) undertake any required tenant improvements
  relating to new or renewal leases in compliance with the Leases
  and subject to reimbursement by Purchaser at Closing in
  accordance with the terms hereof.  Prior to Closing, Seller will
  not, without the prior written consent of Purchaser, amend,
  renew, extend modify or terminate any Contract.  Provided, in the
  event Seller provides Purchaser with any proposed Contract, and
  Purchaser does not object to the terms thereof within five (5)
  business days, Purchaser shall be deemed to have approved such
  Contract and agreed to assume Seller's obligations thereunder at
  Closing.  With respect to Contracts in effect on the Effective
  Date, Seller shall, to the extent cancellable, cancel any
  Contracts upon Purchaser's written request prior to Closing.  In
  addition, Seller shall terminate any Contracts which may not be
  assumed pursuant to the terms thereof.  Contracts terminated
  pursuant to this section shall be referred to herein as the
  "Terminated Contracts".
  
  (c)              Payments.  Subject to Section ,  Seller will
  cause to be paid when due or shall be responsible for all trade
  accounts and costs and expenses of operation and ordinary
  maintenance of the Assets incurred to the Closing Date.
  
  (d)              Cooperation.  Seller will reasonably assist and
  cooperate with any environmental evaluation, study or audit of
  the Assets prepared by, for or at the request of Purchaser.
  
  (e)              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.
  
  (f)              Estoppel Certificates. Seller shall use
  reasonable efforts to deliver estoppel certificates in material
  conformance with the form attached hereto as Exhibit -1 from all
  Tenants and shall provide a Seller estoppel certificate in the
  form attached hereto as Exhibit -2 for each tenant not providing
  an estoppel certificate.  Upon receipt of an estoppel certificate
  from a tenant, any previously delivered Seller estoppel
  certificate relating to such tenant shall be of no further force
  or effect if materially consistent with such tenant estoppel.
  Notwithstanding anything in this Agreement to the contrary, in
  the event Seller fails to deliver, prior to Closing, Tenant
  estoppel certificates regarding at least seventy-five percent
  (75%) of the tenants in each Building and every Tenant leasing
  5,000 square feet or more, which are consistent with the Rent
  Roll, the terms of such Tenant's Lease and do not indicate any
  material default of any party to said Lease, Purchaser may
  terminate this Agreement.
  
  (g)             State of Repair.  In the event Purchaser
  identifies any material defect in the Improvements within ten
  (10) business days following the Effective Date, Purchaser shall
  have the right to notify Seller of the same, and in such event,
  Seller shall notify Purchaser within five (5) business days
  following such notice that it either (a) elects to cure such
  defect, in which event Seller shall proceed to cure the same
  prior to the Closing Date, and it shall be a condition of
  Purchaser's obligations hereunder that such defect be cured to
  Purchaser's reasonable satisfaction; (b) elects to credit
  Purchaser at Closing with the cost of correcting such material
  defect, as reasonably estimated by Seller and Purchaser, or (iii)
  does not elect to cure such material defect or credit Purchaser
  at Closing with the cost of correcting the same.  In the event
  Seller notifies Purchaser that it elects to cure any such
  material defect and such defect has not been cured by the Closing
  Date, or if Seller notifies Purchaser that it does not elect to
  cure such defect or credit Purchaser with the cost therefor,
  Purchaser shall have the right to terminate this Agreement.  For
  purposes hereof, a "material" defect shall be any defects or need
  for repairs, restoration, treatment or completion during the
  current twelve (12) month period following Closing the cost of
  correcting such defect exceeds $1,000,000 in the aggregate.
  
  (h)              Leasing.  Seller (and/or Seller's agents), in
  consultation with Purchaser, shall continue in good faith to
  advance all leasing activities for the Assets including, without
  limitation, new leases, extensions, expansions, renewals or other
  modifications of any Lease.  Notwithstanding any provision herein
  to the contrary, Seller shall not enter into any new lease, or
  any extension, expansion, renewal or modification of any Lease
  unless Purchaser approves the same in its reasonable discretion.
  Seller shall provide Purchaser with notice of any proposed
  modification, termination, extension or new Lease.  Purchaser
  shall have five (5) business days within which to object to such
  proposed Lease.  Any proposed Lease not objected to by Purchaser
  within such five (5) business day period shall be deemed approved
  by Purchaser and shall constitute Purchaser's agreement to pay
  any costs incurred  in connection with such Lease, including,
  without limitation, leasing commissions and tenant improvement
  costs if, and only if, Closing occurs.
  
  8.2   Mutual Release.  SUBJECT TO THE
  EXPRESS INDEMNIFICATION OBLIGATIONS OF EITHER PARTY CONTAINED
  HEREIN OR IN THE DOCUMENTS OF TRANSFER TO BE EXECUTED AT CLOSING,
  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND UPON THE ADVICE OF
  COUNSEL WAIVES AND RELEASES THE OTHER PARTY OF AND FROM ANY
  CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS,
  DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
  INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT A PARTY
  NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF OR IN ANY
  WAY ARISING OUT OF OR IN CONNECTION WITH THE ECONOMIC, PHYSICAL
  OR ENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT
  LIMITATION, ANY LIABILITY PERTAINING TO OR ARISING OUT OF ANY
  ENVIRONMENTAL LAW (ESTABLISHED BY EITHER COURT DECISION OR
  STATUTE), ORDINANCE OR REGULATION.
  
                          9    ARTICLE
  
                         CLOSING MATTERS
  
  9.1              Conditions to Purchaser's Obligations
  The obligations of
  Purchaser to consummate the Transactions contemplated by this
  Agreement are subject to the satisfaction of each of the
  following conditions as of the Closing Date, except to the extent
  any such condition is waived in whole or in part by Purchaser in
  writing at or prior to Closing:
  
  (a)              Satisfaction.  The representations and
  warranties of Seller contained in this Agreement shall have been
  true on the date of this Agreement and on Closing.  Seller shall
  have performed all obligations and complied with all covenants
  required by this Agreement.  All Title Defects, except Permitted
  Exceptions, shall have been cured by Seller or waived by
  Purchaser.
  (b)              No Injunction.  On the Closing Date, there shall
  be no third party injunction, writ, preliminary restraining order
  or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)             Closing Deliveries.  Seller shall have completed
  all the deliveries required to be made by Seller under Section
  of this Agreement.
  
  (d)             Estoppel Certificates.  Purchaser shall have
  received Estoppel Certificates for all tenants of each Building
  pursuant to Section .
  
  9.2              Conditions to Seller's Obligations
  The obligations of Seller to consummate
  the transactions contemplated by this Agreement are subject to
  the satisfaction of each of the following conditions as of the
  Closing Date, except to the extent any such condition is waived
  in whole or in part by Seller in writing at or prior to Closing:
  
  (a)              Satisfaction.  The representations and
  warranties of Purchaser contained in this Agreement shall have
  been true on the date of this Agreement and on Closing.
  Purchaser shall have performed all obligations and complied with
  all covenants required by this Agreement.
  
  (b)              No Injunction.  On the Closing Date, there shall
  be no third party injunction, writ, preliminary restraining order
  or any order of any nature issued by a court of competent
  jurisdiction directing that the Transaction not be consummated.
  
  (c)             Closing Deliveries.  Purchaser shall have
  completed all the deliveries required to be made by Purchaser
  under Section  of this Agreement.
  
  9.3  Closing Deliveries.  
  At Closing, Seller and Purchaser shall execute and deliver documents
  reasonably necessary to effectuate the Transaction, all of which
  shall be in a form reasonably acceptable to Purchaser and Seller,
  including, but not limited to, the following:
  
  (a)              Special Warranty Deeds.  Special Warranty Deeds
  in form attached hereto as Exhibit  subject only to the
  applicable Permitted Exceptions.
  
  (b)              Assignment and Bill of Sale.  Assignment and
  Assumption Agreements and Bills of Sale in the form attached
  hereto as Exhibit , which shall provide that Purchaser shall
  assume Seller's obligations with respect to all Leases and all
  Contracts other than Terminated Contracts arising from and after
  the Closing Date.
  
  (c)              Purchaser's Affidavit Regarding Inspections.
  Affidavits of Purchaser regarding the completion of its
  inspection and analysis of the Assets in the form attached hereto
  as Exhibit .
  
  (d)              Escrow Agreement.  If requested by Seller, the
  escrow agreement contemplated by Article  hereof.
  
  (e)               Tenant Notice Letters.  Notices to each tenant
  stating that Purchaser has agreed to assume the Seller's
  obligations under the Leases and setting forth the address for
  future rental payments.
  
  (f)              Documents.  Originals, or certified copies 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, (ii) all Contracts and Permits of which Seller is aware
  transferred and assigned to Purchaser, (iii) all "as built"
  plans, specifications, surveys or other documents relating or
  pertaining to the Assets in the possession of Seller
  (collectively "Plans"), including, but not limited to, all
  records relating to repair, renovation and maintenance of the
  Assets; (iv) all notices to tenants relating to this Transaction
  and the receipt of security deposits as necessary or appropriate
  under applicable law; and (v) all other documents referred to in
  the schedules.
  
  (g)              Rent Roll.  A current and updated certified Rent
  Roll.
  
  (h)              FIRPTA.  Affidavit from Seller that Seller is
  not a foreign person as defined in the Foreign Investment in Real
  Property Tax Act of 1980, as amended, in the form attached hereto
  as Exhibit .
  
  (i)             Purchase Price.  Purchaser shall deliver the
  Purchase Price, as adjusted by prorations pursuant to the closing
  statement, in immediately available funds.
  
  (j)              Keys.  All keys and master keys in Seller's
  possession or control  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.
  
  (k)              Evidence of Authority.  Both parties will
  deliver to the Title Company such evidence or documents as may
  reasonably be required by the Title Company or either party
  hereto evidencing the authority of any person or persons who are
  executing any of the documents required hereunder in connection
  with the Transaction.
  
  (l)              Miscellaneous.  Such other documents as may be
  required under other provisions of this Agreement or as may
  reasonably be required by Purchaser to consummate the
  Transaction, so long as such document does not increase either
  party's liability or obligations hereunder, including, but not
  limited to a closing statement, standard title company
  affidavits, bring down certificates regarding representations and
  warranties, and evidence of title clearance matters including pay-
  off letters from any lenders.
  
  9.4  Purchaser's Obligation to Timely Deliver Closing Deliveries.
  Purchaser shall deliver each of its Closing
  Deliveries to Title Company before 11:00 a.m., central time, on
  the Closing Date.  In the event Purchaser fails to do so, and
  provided Seller has delivered each of its Closing Deliveries to
  Title Company by such time, Seller shall have the following
  options: (i) suspend Closing to the next business day, in which
  event the closing statement shall be adjusted accordingly; or
  (ii) suspend Closing to the next business day and Purchaser shall
  deliver additional funds equal to the product of the Purchase
  Price and 8%; divided by 360 and then multiplied by the number of
  calendar days for which Closing was delayed.
  
  9.5   Knowledge as a Defense.
  Seller shall have no liability with respect to a breach of the
  covenants,  representations and warranties of Seller set forth in
  this Agreement or any documents delivered pursuant hereto to the
  extent that Purchaser proceeds with the closing of the
  Transaction contemplated with actual knowledge of such breach or
  such breach was otherwise disclosed to Purchaser in the
  Information Schedules or otherwise.
  
  9.6  Limitations on Liability.
  Notwithstanding anything to the contrary in this
  Agreement and without limitation upon the limitations elsewhere
  in this Agreement but subject to the provisions of Section ;
  under no circumstances, other than any acts or omissions of
  Seller constituting wilful misconduct or fraud, shall Seller be
  liable to Purchaser on account of this Agreement, any covenant,
  representation, warranty, or indemnification obligation herein,
  any document executed in connection with this Agreement or any
  transaction or matter contemplated hereby, in an aggregate amount
  in excess of One Million Five Hundred Thousand Dollars
  ($1,500,000.00), excluding Seller's obligation to remove any
  monetary liens relating to the Assets under Section  and
  excluding obligations relating to retained liabilities under the
  documents of transfer executed at Closing.  In the event of a
  breach of this Agreement by Seller, Purchaser shall not be
  entitled to recover special, incidental or consequential damages;
  provided, however, no limitation contained herein shall have any
  effect or limitation on Purchaser's rights or recoveries in the
  event of acts or omissions based upon Seller's willful misconduct
  or actual fraud.
  
  9.7   Knowledge Standard.  As used
  in this Agreement, "the Seller's actual knowledge" or "to
  Seller's knowledge" or any similar phrase, shall mean the actual
  knowledge of Mitch Mattingly only who is the representative of
  Seller with responsibility for the Assets after discussion with
  Seller's on site property managers; provided, however, that
  nothing in this Agreement shall be deemed to create or impose any
  personal liability of any kind on such individual.
  
  9.8               Closing Contingent on Belvedere and Atrium at
  Bent Tree Closings.  Each party hereto acknowledges and agrees
  that the Closing of this Transaction is contingent upon the
  closing of the Purchaser's acquisition of the Belvedere Building
  and the Atrium at Bent Tree Building pursuant to Belvedere
  Agreement.  Notwithstanding anything herein to the contrary, in
  the event the Belvedere Agreement is terminated under
  circumstances whereby the Purchaser is entitled to a return of
  its escrow deposit pursuant to such agreement, then this
  Agreement shall be terminated and Purchaser shall likewise be
  entitled to a return of the Escrow Deposit hereunder.
  Notwithstanding anything herein to the contrary, in the event the
  Belvedere Agreement is terminated under circumstances whereby the
  Seller is entitled to receive the escrow deposit pursuant to such
  agreement, then this Agreement shall immediately terminate and
  Seller shall be entitled to receive the Escrow Deposit hereunder.
  
                          10         ARTICLE
  
                        DEFAULTS AND REMEDIES
  10.1  Damages Against Purchaser.  
  If Purchaser defaults under any provision of this
  Agreement and Closing does not occur, then Seller shall be
  released from all obligations in law or equity to convey the
  Property to Purchaser.  Purchaser and Seller agree that as
  Seller's sole remedy for a default hereunder, by written notice
  to Purchaser and Title Company, Seller shall be entitled to
  terminate this Agreement and be entitled to receive the Escrow
  Deposit plus accrued interest thereon as liquidated damages.
  Purchaser and Seller acknowledge and agree that actual damages
  will be extremely difficult and impractical to ascertain.
  Therefore, the sum represented by the Escrow Deposit plus any
  accrued interest thereon shall be deemed to constitute a
  reasonable estimate and agreed stipulation of Seller's damages
  and shall constitute Seller's sole and exclusive remedy in the
  event this Transaction fails to Close as a result of Purchaser's
  default.  Notwithstanding the foregoing, Purchaser's liability
  under the last sentence of Section  hereof and the last sentence
  of Section  hereof shall remain in full force and effect.
  
  10.2  Damages against Seller.
  In the event that Seller fails to perform all of Seller's
  material obligations under this Agreement and Purchaser performs
  all of its obligations or tenders performance, including the
  obligation to consummate the Transaction, then Purchaser may make
  written demand to Seller for performance of this Agreement.  If
  Seller fails to comply with Purchaser's written demand within
  five (5) 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 its actual out-of-pocket damages
  up to $200,000 in the aggregate.  In all events of termination
  other than as contemplated by Sections  and , Seller shall be
  entitled to the Escrow Deposit.  Seller agrees that 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 specific
  performance, Seller specifically agrees that the remedies of
  specific performance are appropriate remedies for Purchaser, and
  Seller waives and agrees not to assert any claim or defense that
  specific performance is not an appropriate remedy for Purchaser.
  If specific performance is not available, Purchaser will have the
  right to seek, prove and recover its actual out-of-pocket damages
  up to $200,000 in the aggregate for this Agreement.  The parties
  acknowledge and agree that the provisions of this Section  apply
  to breaches by Seller discovered or known to Purchaser prior to
  Closing and that the provisions of Sections  and  apply to
  breaches by Seller discovered post-Closing even if such relates
  to acts or omissions which actually occurred prior to Closing.
  
       Initialed by:
  
                                _______________
                                ______________
                                Seller
                                Purchaser
  
                          11.1         ARTICLE
  
                            RISK OF LOSS
  
  11.1    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.
  
  11.2  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 force and effect
  provided Seller either: (i) performs any necessary repairs prior
  to Closing, (ii) reduces the cash portion of the Purchase Price
  in an amount equal to the reasonable estimated 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, or (iii) assigns its
  interest in any insurance proceeds to Purchaser together with an
  amount equal to any applicable deductible relating thereto.  In
  the event Seller elects to perform repairs upon the Real
  Property, Seller shall use reasonable efforts to complete such
  repairs promptly and to Purchaser's reasonable satisfaction 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.
  
  11.3    Major Damage.  In the event of a
  "major" loss or damage or if Seller commits to repair any portion
  of the Assets and fails to do so, 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 or
  condemnation award, if any, for such damage, plus payment from
  Seller of the amount of the applicable insurance deductible
  relating thereto.  In such event, Seller shall execute all
  documents reasonably requested by Purchaser to assign Seller's
  rights and interest to such insurance proceeds.
  
  11.4  Definition of Major Loss or Damage.  
  For purposes of Sections  and , "major"
  loss or damage refers to the following:  (i) loss or damage to
  the 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
  $500,000.00, or (ii) any loss or damage due to a condemnation
  which permanently or materially impairs the current or intended
  use of the Assets, or (iii) if any Tenant who occupies more than
  10,000 square feet is permitted to terminate and actually
  terminates its Lease as a result of such loss or damage.
  
                          12         ARTICLE
  
                         GENERAL PROVISIONS
  
  12.1              Brokerage Commission tc "  Brokerage Commission"
  \l 2 .  Seller shall pay any and all brokerage commissions due to
  Davidson Conine and Bradford Company pursuant to a separate
  written agreement.  Purchaser shall pay an additional amount of
  $20,000 to Bradford Company in reimbursement for certain costs
  incurred by Bradford Company in connection with this transaction.
  If the purchase and sale hereunder does not close for any reason,
  including default by either Seller or Purchaser, then no
  commission or reimbursement 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.
  
  12.2  Confidentiality.  Unless Seller
  otherwise agrees in writing, Purchaser agrees that all
  proprietary information regarding the Improvements of whatsoever
  nature made available to it by Seller or Seller's agents or
  representatives or developed by Purchaser, is confidential and
  shall not be disclosed to any other person except those assisting
  Purchaser with this Transaction, or Purchaser's lender, if any.
  The provisions of the foregoing sentence shall not apply to any
  information which is otherwise available to the public or which
  has been obtained from sources that are not subject to a similar
  confidentiality restriction or to disclosures as required by law.
  Further, Purchaser agrees not to use any Confidential Information
  (as defined in Section ) for any purpose other than to determine
  whether to proceed with the Transaction contemplated by this
  Agreement.  Upon Closing, all such Confidential Information shall
  be the sole and exclusive property of Purchaser and not subject
  in any manner to this confidentiality restriction.   Provided,
  however, in the event the Transaction contemplated by this
  Agreement does not close for any reason, the provisions of this
  Section  shall survive the termination of this Agreement for a
  period of two years.
  
  12.3  Entire Agreement.  This
  Agreement, together with all exhibits or schedules either
  attached or delivered pursuant hereto and other agreements
  expressly referred to herein, constitutes the entire agreement
  between the parties with respect to the purchase and sale of the
  Assets.  All prior to or contemporaneous agreements,
  understandings, representations, warranties and statements, oral
  or written, are superseded.
  
  12.4   Further Assurances.  The
  parties agree to take such further action and execute such
  documents and instruments as may be reasonably required in order
  to more effectively carry out the terms of this Agreement and the
  intentions of the parties.
  
  12.5  Modification, Waiver.
  Except as expressly contemplated herein, no modification, waiver,
  supplement or discharge of this Agreement shall be valid unless
  the same is in writing and signed by the party against whom the
  enforcement thereof is or may be sought.  No waiver of a breach
  of any of the terms, covenants or conditions of this Agreement by
  either party shall be construed or held to be a waiver of any
  succeeding or preceding breach of the same or any other term,
  covenant or condition herein contained.  No waiver of any default
  by either party hereunder shall be implied from any omissions by
  either party to take any action on account of such default if
  such default persists or is repeated, and no express waiver shall
  affect a default other than as specified in such waiver.
  
  12.6   Severability.  If any term,
  provision, covenant or condition of this Agreement is held to be
  invalid, void or otherwise unenforceable to any extent by any
  court of competent jurisdiction, the remainder of this Agreement
  shall not be affected thereby, and each term, provision, covenant
  or condition of this Agreement shall be valid and enforceable to
  the fullest extent permitted by law.
  
  12.7    Successors.  Subject to the
  restriction on assignment provided herein, all terms of this
  Agreement shall be binding upon, inure to the benefit of, and be
  enforceable by the parties hereto and their respective heirs,
  legal representatives, successors and assigns.
  
  12.8   Assignment.  Purchaser may assign
  its rights under this Agreement to a wholly owned subsidiary of
  Purchaser or affiliate of Purchaser or to a limited partnership
  or LLC controlled by either Purchaser or its wholly owned
  subsidiary without Seller's consent; provided, however, no such
  assignment shall relieve Purchaser of its obligations hereunder
  and the assignee must sign an assumption agreement in form
  reasonably acceptable to Seller.  Except as contemplated by the
  preceding sentence, Seller and Purchaser shall not assign their
  respective rights, obligations or interest under this Agreement
  without the prior written consent of the other.
  
  12.9  Survival of Representations and Warranties.  All obligations
  hereunder to be performed after Closing, and all warranties and
  representations contained herein, shall survive Closing and the
  delivery of the Special Warranty Deed to Purchaser for a period
  of only 365 days after Closing, at which time such warranties,
  representations and covenants shall terminate.  Provided,
  however, the terms of this Section  shall not be deemed to extend
  the specific period for performance of any obligations to be
  performed hereunder subsequent to Closing.  In order to perfect
  any cause of action resulting from a breach hereof written notice
  of such breach must be delivered prior to the expiration of the
  365 day period and any resulting cause of action must be
  commenced within 485 days after Closing.
  
  12.10   Attorneys' Fees.  If either
  party commences legal proceedings for any relief against the
  other party arising out of this Agreement, the losing party shall
  pay the prevailing party's reasonable attorneys' fees.
  
  12.11   Time.  Time is of the essence with respect
  to this Agreement.
  
  12.12   No Other Inducement.  The
  making, execution and delivery of this Agreement by the parties
  hereto has been induced by no representations, statements,
  warranties or agreements other than those expressed herein.
  
  12.13  Computation of Time Periods.  
  All periods of the time referred to in this Agreement
  shall include all Saturdays, Sundays and state or national
  holidays, unless the period of time specifies business days,
  provided that if the date or last date to perform any act or give
  any notice or approval shall fall on a Saturday, Sunday or state
  or national holiday, such act or notice may be timely performed
  or given on the next succeeding day which is not a Saturday,
  Sunday or state or national holiday.
  
  12.14  Notices.  Any notice, request,
  instruction or other document to be given or furnished under this
  Agreement by either party to the other party or to the Title
  Company shall be in writing and shall be delivered personally or
  shall be sent by facsimile transmission (with a copy sent by
  regular U. S. mail) or registered or certified mail, postage
  prepaid, or by prepaid overnight delivery service, at the address
  or telecopy number in this Section  or to such other address,
  telecopy number of person as either party may designate by
  written notice to the other party.  A notice, request,
  instruction or other documents shall be deemed to be given (a)
  when delivered personally as acknowledged by a receipt, (b) sent
  by facsimile transmission (with a copy sent by regular U. S.
  mail), (c) if sent by certified mail, at the time the delivery is
  indicated on the duly completed United States Postal Service
  return receipt, or (d) if by overnight delivery service, the next
  business day as indicated on the records of or certificates
  provided by the overnight delivery service.
  
       Seller:        Parkway Properties LP
            Attention: Mitch Mattingly
  
  Office Address:     12012 Wickchester, Suite 115
                 Houston, Texas 77079
  
  Telephone Number:   (281) 597-9475
  Telecopy Number:    (281) 597-9575
  
  with a copy to:     Forman, Perry, Watkins, Krutz & Tardy, PLLC
                 Attention: Steven M. Hendrix
  
  Office Address:     188 E. Capitol Street, Suite 1200
                 Jackson, Mississippi  39225-2608
  
  Telephone Number:   (601) 960-8603
  Telecopy Number:    (601) 960-8609
  
            Purchaser:          Triad Properties Corporation
                 Attention: Mr. William Stroud
  
  Office Address:     200 Clinton Avenue, W., Suite 1001
                 Huntsville, Alabama 35801
  
  Telephone Number:   (205) 551-1000
  Telecopy Number:    (205) 539-5500
  
  with copy to:       Kilpatrick Stockton LLP
                           Attention: Nancy Gilreath
  
  Office Address:     1100 Peachtree Street, N.E.
                 Atlanta, Georgia 30309
  
  Telephone Number:   (404) 851-6565
  Telecopy Number:    (404) 851-6555
  
  12.15   Headings.  The captions and paragraph
  headings used in this Agreement are inserted for convenience of
  reference only and are not intended to define, limit or affect
  the interpretation or construction of any term or provision
  hereof.
  
  12.16   Exhibits.  All schedules or exhibits
  referred to herein or attached hereto are incorporated herein by
  this reference.
  
  12.17   Counterparts.  This Agreement may
  be executed in multiple copies, each of which shall be deemed an
  original, but all of which shall constitute one Agreement binding
  on all parties.
  
  12.18   Governing Law.  This Agreement
  shall be governed, construed and enforced in accordance with the
  laws of the State of Texas.
  
  12.19   Effective Date.  The date of
  delivery to Title Company of a fully executed counterpart of this
  Agreement, as evidenced by Title Company's notation in the space
  set forth below, shall be deemed the effective date of this
  Agreement (the "Effective Date").
  
                          13         ARTICLE
  
                          LIKEKIND EXCHANGE
  
  13.1    LikeKind Exchange.  Seller
  may convey the Parcels or any portion thereof or interest therein
  as part of one or more Internal Revenue Code Section 1031 Tax
  Deferred Exchanges for its benefit.  In such event, Seller shall
  have the right to assign all contract rights and obligations
  hereunder to a qualified intermediary, or to cause the proceeds
  of the sale of the Real Property to be placed into a qualified
  escrow account as a part of, and in furtherance of, such tax
  deferred exchange.  Purchaser agrees to assist and cooperate in
  any such exchange, and Purchaser further agrees to execute any
  and all documents as are reasonably necessary in connection with
  any such exchange.  Purchaser shall not be obligated to incur any
  cost or expense in connection with any such exchange, other than
  that which Purchaser elects to incur to have its counsel review
  the documents and instruments incident thereto.  As part of any
  such exchange, Seller shall convey the real property described
  herein directly to Purchaser and Purchaser shall not be obligated
  to acquire or convey any other property as part of any such
  exchange.
  
       IN WITNESS WHEREOF, Seller and Purchaser have executed this
  Agreement as of the Effective Date.
  
                                SELLER:
  
                                                         PARKWAY
                                PROPERTIES LP
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  Executed by Seller, this
                                     By:___________________________
                                     _______
  ____ day of April, 1998            .
                                     Name:_________________________
                                     ______
  
  Title:________________________
                                     ________
  
  By:
  
  Name:
  
  Title:
  
                                PURCHASER:
                                                         TRIAD
                                PROPERTIES CORPORATION
  
  Executed by Purchaser, this
  _____ day of April, 1998.               By:
                                Name:
                                Title:
  
                      ACKNOWLEDGMENT BY BROKERS
  
       The undersigned brokers hereby acknowledge and agree to the
  provisions of Section  of this Agreement regarding commissions.
  
                                                         Davidson
                                Conine
  
                           
                           By:________________________________
                                __
                           
                           Name:______________________________
                                _
                           
                           Title:_____________________________
                                ___
  
                                                         Bradford
                                Company
  
                           
                           By:________________________________
                                __
                           
                           Name:______________________________
                                _
                           
                           Title:_____________________________
                                ___
  
                   ACKNOWLEDGMENT BY TITLE COMPANY
  
       Title Company hereby agrees to perform its obligations under
  this Agreement and acknowledge receipt of (a) the Escrow Deposit
  from Purchaser in the amount of ONE HUNDRED THOUSAND AND NO/100
  DOLLARS ($100,000.00) on the _____ day of April, 1998 and (b) a
  fully executed counterpart of this Agreement on the _____ day of
  April, 1998.
  
                                Chicago Title Insurance Company
  
                                                         By:
                                                         Name:
                                          Title:
                               EXHIBIT
  
             LIST OF MATERIAL ITEMS OF PERSONAL PROPERTY
  
                               EXHIBIT
  
                      Courtyard at Arapaho Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
  
                               EXHIBIT
  
                         Fairway Plaza Land
  
                          LEGAL DESCRIPTION
  
                           (See attached)
                               EXHIBIT
  
                    ALLOCATION OF PURCHASE PRICE
  
            Parcel                             Price
  
                                     1.   Courtyard at Arapaho
                                          Parcel
                                          $17,500,000
  
                                     2.   Fairway Plaza Parcel
                                          $ 8,200,000
  
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
                     Courtyard at Arapaho Parcel
  
                           (See attached)
                               EXHIBIT
  
                         CONTRACTS SCHEDULE
  
                        Fairway Plaza Parcel
  
                           (See attached)
  
                               EXHIBIT
  
                              RENT ROLL
  
                    Courtyard at Arapaho Building
  
                           (See attached)
                               EXHIBIT
  
                              RENT ROLL
  
                       Fairway Plaza Building
  
                           (See attached)
  
                             EXHIBIT -1
  
                 FORM OF TENANT ESTOPPEL CERTIFICATE
  
  Triad Properties Corporation
  200 Clinton Avenue West, Suite 1001
  Huntsville, Alabama 35801
  
       RE:  _______________________
  
  Gentlemen:
  
       The undersigned as Tenant hereby certifies to Parkway
  Properties LP and its successors or assigns and lenders
  ("Purchaser") that:
  
            (a)  It is a Tenant of a portion of the
            captioned property under a certain lease (the
            "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modifications(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
  
            (b)  All rentals payable under the Lease have been paid
            through ______, 19___; and except for _________, no
            rent has been paid more than one month in advance of
            its due date.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  Tenant has unconditionally accepted and is
            currently occupying the leased premises, is paying rent
            under the Lease without claim or right of set-off, or
            claim of any default by the Landlord, and is now
            conducting business on the premises.
  
            (f)  There exists no default by either party to the
            Lease, or other grounds for ceasing or reducing the
            payment of rental, or for cancellation or termination
            of the Lease in any manner.
  
            (g)  All requirements of the Lease have been complied
            with and all improvements required to be made by
            Landlord have been completed and no charges, set-offs
            or other credits exist against the rentals.
  
            (h)  The Lease contains, and Tenant has: (i) no
            outstanding options or rights of first refusal to
            purchase the leased premises nor any part of the real
            property of which the leased premises are a part; (ii)
            no expansions options, other than _______; (iii) no
            cancellation options, other than _______; and (iv) no
            renewal options, other than __________.
  
            (i)  Tenant has not assigned, pledged, mortgaged,
            sublet, encumbered or otherwise transferred any of its
            interest under the Lease and has received no notice of
            any assignment, mortgage or encumbrance of the Lease by
            Landlord.
  
       Tenant understands that Purchaser is relying on the above
  representations in connection with the purchase of the above
  referenced building and does hereby warrant and affirm to and for
  the benefit of Purchaser, its successors and assigns, that each
  of the foregoing representations is true, correct and complete as
  of the date hereof.
  
  Date:_________________
                                     By:
                                     Name:
                                     Title:
  
                                     Current Notice Address:
                                     ___________________________
                                     ___________________________
                                     ___________________________
  
                             EXHIBIT -2
  
                 FORM OF SELLER ESTOPPEL CERTIFICATE
  
  [Purchaser]
  
       RE:  _____________
  
  Gentlemen:
  
       The undersigned as Landlord hereby certifies to [Purchaser]
  and its successors and assigns and lenders ("Purchaser")  that,
  to its actual knowledge:
  
            (a)  It is a Landlord of a portion of the
            above referenced property under a certain
            lease (the "Lease") as follows:
  
                 Landlord:
  
            Tenant:
  
            Lease Dated:
  
            Amendment(s) or Modification(s) Dated (if any):
  
            Current Annual Base Rent:
  
            Current CAM or Operating Expense Charges and Base Year
  or
            Expense Stop:
  
            Square Footage:
  
            Original term (or current option period, if applicable)
  expires:
  
            Security Deposit and/or Lease Deposit (if any):  $
  
            Outstanding Tenant Improvement Allowance (if any):
  $_______________
  
            Outstanding Leasing Commissions (if any):
  $______________
  
       (b)  All rentals payable under the Lease have been paid
  through ________, 19___.
  
            (c)  That attached hereto as Exhibit A is a true and
            complete copy of the Lease and all amendments thereto.
            Please attach a complete copy of the Lease and all
            amendments thereto.
  
            (d)  The Lease sets forth the entire agreement between
            the Landlord and Tenant, is in full force and effect in
            accordance with its terms and has not, in any way, been
            amended or modified in any manner.
  
            (e)  All requirements of the Lease have been complied
            with and no charges, set-offs or other credits exist
            against the rentals.
  
            (f)  The Lease contains, and Tenant has, no outstanding
            options or rights of first refusal to purchase the
            leased premises nor any part of the real property of
            which the leased premises are a part.  Except as set
            forth in the Lease, Tenant has no expansion,
            cancellation or renewal options.
  
            (g)  Landlord has received no notice that Tenant has
            assigned, pledged, mortgaged, sublet, encumbered or
            otherwise transferred any of its interest under the
            Lease.
  
       (h)  Landlord is not in default under the Lease, there is no
            material default on the part of Tenant thereunder, and
            Landlord has not within the previous ninety days
            received any written notice from Tenant claiming any
            right of set-off or default.
  
       (i)  All improvements required to be made as of this date by
            Landlord under the Lease have been completed.
  
       Landlord understands that Purchaser is relying on the above
  representations in consenting to purchase the above referenced
  building.  This Seller's Estoppel Certificate shall terminate
  upon the earlier of the delivery of a Tenant's Estoppel
  Certificate containing information consistent with the
  information set forth herein or one year after the date hereof.
  
  Date:______________
                                     By:
                                     Name:
  
  Title:__________________________
  
                               EXHIBIT
  
                    FORM OF SPECIAL WARRANTY DEED
  
  THE STATE OF
                          KNOW ALL MEN BY THESE PRESENTS:
  COUNTY OF
  
       THAT, Parkway Properties LP, a Delaware limited partnership
  (hereinafter called "Grantor"), for and in consideration of TEN
  AND NO/100 DOLLARS ($10.00), and other good and valuable
  consideration to Grantor in hand paid by ______________, a
  ___________ (hereinafter called "Grantee"), the receipt and
  sufficiency of which are hereby acknowledged, has GRANTED, SOLD
  and CONVEYED, and by these presents does GRANT, SELL and CONVEY
  unto the said Grantee, all that certain lot, tract or parcel of
  land, together with all improvements thereon, lying and being
  situated in Dallas County, Texas described on Exhibit A attached
  hereto, together with all rights and appurtenances thereunto
  belonging or appertaining, and all rights, titles and interests
  of Grantor in and to any and all roads, easements, streets and
  ways within, adjacent or contiguous thereto (hereinafter
  collectively referred to as the "Property").
  
       This conveyance is subject to the valid and subsisting
  easements, restrictions, covenants, conditions and outstanding
  mineral and royalty interests affecting the Property described on
  Exhibit B attached hereto.
  
       TO HAVE AND TO HOLD the Property, together with all and
  singular the rights and appurtenances thereto in anywise
  belonging unto the said Grantee, its heirs, executors, legal
  representatives, successors and assigns forever; and Grantor does
  hereby bind itself, its heirs, executors, legal representatives,
  successors and assigns, to WARRANT and FOREVER DEFEND, all and
  singular the Property unto the said Grantee, its heirs,
  executors, legal representatives, successors and assigns, against
  every person whomsoever lawfully claiming or to claim the same or
  any part thereof by, through or under Grantor, but not otherwise.
  
       GRANTOR HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL IMPLIED
  COVENANTS AND WARRANTIES OF EVERY NATURE WHATSOEVER (INCLUDING,
  WITHOUT LIMITATION, THE IMPLIED COVENANTS PROVIDED FOR UNDER
  SECTION 5.023 OF THE TEXAS PROPERTY CODE) EXCEPT FOR THE EXPRESS
  SPECIAL WARRANTY OF TITLE SET FORTH HEREIN.  BY ITS ACCEPTANCE OF
  THIS DEED, GRANTEE HEREBY KNOWINGLY, VOLUNTARILY AND UPON THE
  ADVICE OF COUNSEL, WAIVES AND RELEASES SELLER OF AND FROM ANY
  CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS,
  DAMAGES, COSTS, EXPENSES OR COMPENSATION WHATSOEVER, DIRECT OR
  INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT
  PURCHASER NOW HAS OR THAT MAY ARISE IN THE FUTURE ON ACCOUNT OF
  OR IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE ECONOMIC,
  PHYSICAL OR ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY,
  INCLUDING, WITHOUT LIMITATION, ANY LIABILITY PERTAINING TO OR
  ARISING OUT OF ANY ENVIRONMENTAL LAW (ESTABLISHED BY EITHER COURT
  DECISION OR STATUTE), ORDINANCE OR REGULATION.
  
       Grantee's address is
       ______________________________
       ______________________________
       ______________________________
  
       Current taxes on the Improvements have been prorated and
  payment thereof is assumed by Grantee.
  
       EXECUTED this ____ day of _________________________, 1998.
  
                                                         Parkway
                                Properties LP,
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  By:
  
  Name:
  
  Title:
  
  By:
  
  Name:
  
  Title:
  
  STATE OF __________
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________ corporation which is the general
  partner of _________________, a _____________ partnership which
  is the sole general partner of ______________________, and that
  for and on behalf of the said partnership, and as its act and
  deed (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said partnership so to do.
  
                           ____________________________________
                           NOTARY PUBLIC
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  PREPARED BY:
  
  Steven M. Hendrix
  Forman, Perry, Watkins, Krutz & Tardy, PLLC
  188 East Capitol Street
  Suite 1200, One Jackson Place
  Jackson, Mississippi 39201
  Telephone: (601) 960-8600
  
  AFTER RECORDING RETURN TO:
  
  ___________________________
  ___________________________
  ___________________________
  ___________________________
                               EXHIBIT
  
                               FORM OF
                 ASSIGNMENT AND ASSUMPTION AGREEMENT
                          AND BILL OF SALE
  
       This ASSIGNMENT AND ASSUMPTION AGREEMENT AND BILL OF SALE
  ("Assignment"), is made by and between Parkway Properties LP, a
  Delaware limited partnership ("Assignor") and _____________, a
  _____________  ("Assignee").
  
                        W I T N E S S E T H:
  
       WHEREAS, by Purchase and Sale Agreement ("Purchase
  Agreement") dated as of _______, 1998, by and between Assignor
  and Assignee, Assignor agreed to sell to Assignee certain real
  property, and the improvements located thereon ("Assets") as more
  particularly described in the Purchase Agreement; and
  
       WHEREAS, the Purchase Agreement provides, inter alia, that
  Assignor shall assign to Assignee certain contractual and other
  intangible rights, that Assignee shall assume all of the
  obligations of Assignor with respect to the property so assigned
  from and after the date of such assignment, and that Assignor and
  Assignee shall enter into this Assignment.
  
       NOW, THEREFORE, in consideration of the premises and the
  mutual covenants herein contained, the parties hereto hereby
  agree as follows:
  
       1.   Assignment.  Assignor hereby assigns, sets over and
  transfers to Assignee all of Assignee's rights, title and
  interest in and to the tangible and intangible personal property
  owned by Assignor, located on the real property described on
  Exhibit A hereto, and used in the ownership, operation and
  maintenance of such real property including, without limitation,
  the following (collectively called the "Personal Property"):
  
                      (i)  All rights (if any) to use any trade
            names associated with the Assets to the extent such
            rights are assignable without expense to Assignor (but
            Assignor does not represent that it has exclusive
            rights to use such trade names and Assignor has not
            registered the same in any manner);
  
                      (ii) The items of personal property described
            on Exhibit B hereto;
  
                      (iii)     The interest of Assignor under the
            contracts and agreements described on Exhibit C hereto;
  
                      (iv) The interest of the landlord under the
            tenant leases encumbering the real property described
            on Exhibit D hereto (the "Leases");
                           (v)  The tenant security deposits
                 described on Exhibit E hereto;
  
                      (vi) To the extent assignable without
            material expense to Assignor, the tenant lease files
            and correspondence relating to the Leases, plans and
            specifications with respect to the Real Property,
            promotional materials with respect to the leasing of
            space within the Real Property, warranties and
            guaranties relating to any of the other property to be
            conveyed pursuant to the Purchase Agreement, licenses
            and permits relating to the Real Property,   and the
            other property to be conveyed pursuant to the Purchase
            Agreement.
  
       2.   Assignee's Assumption and Indemnification.  Assignee
  hereby assumes the obligation to pay any and all liabilities and
  obligations arising or accruing under any of the property
  described in Paragraph 1 above on or after the effective date
  hereof.  Assignee is only assuming those specific leases and
  contracts referenced on the attached exhibits.  Assignee agrees
  to indemnify, defend and hold harmless Assignor from any loss,
  cost, claim, liability, expense or demand of whatever nature
  under any of the property described in Paragraph 1 above arising
  or accruing on or after the effective date hereof.
  
       3.   Assignor's Indemnification.  Assignor agrees to
  indemnify, defend and hold harmless Assignee from any loss, cost,
  claim, liability, expense or demand of whatever nature under any
  of the property described in Paragraph 1 above arising or
  accruing prior to the effective date hereof.
  
       4.   Limitation of Liability.  Notwithstanding anything in
  this Assignment to the contrary, each party acknowledges and
  agrees that no officer of Assignor or Assignee nor any trustee,
  beneficiary, or employee of either shall have any personal
  liability, directly or indirectly, under this Assignment, or
  under any certification, representation, warranty or other
  instrument delivered in connection herewith.
  
       5.   Miscellaneous.  This Assignment and the obligations of
  the parties hereunder shall survive the closing of the
  Transaction referred to in the Purchase Agreement, shall be
  binding upon and inure to the benefit of the parties hereto,
  their respective legal representatives, successors and assigns,
  shall be governed by and construed in accordance with the laws of
  the State where the assets are located, applicable to agreements
  made and to be wholly performed within said State, and may not be
  modified or amended in any manner other than by a written
  agreement signed by the party to be charged therewith.
  
       Assignor does hereby bind itself, its legal representatives,
  successors and assigns, to SPECIALLY WARRANT, and FOREVER DEFEND
  title to the property conveyed hereby unto Assignee, its legal
  representatives, successors and assigns, against every person
  whomsoever lawfully claiming or to claim same or any part
  thereof, by, through or under Assignor, but not otherwise.
  
       EXCEPT AS EXPRESSLY PROVIDED IN SECTION  OF THE PURCHASE
  AGREEMENT AND SUBJECT TO THE PROVISIONS AND LIMITATIONS CONTAINED
  IN THE PURCHASE AGREEMENT.  ASSIGNOR MAKES NO WARRANTY, EXPRESS
  OR IMPLIED, AS TO ANY OF THE PROPERTY CONVEYED HEREBY OR ITS
  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  BY ITS
  ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT IT HAS
  FULLY INSPECTED THE PROPERTY CONVEYED HEREBY AND THAT IT ACCEPTS
  THE PROPERTY CONVEYED HEREBY IN ITS PRESENT USED AND "AS IS"
  CONDITION.  ASSIGNEE ACKNOWLEDGES AND BY REFERENCE INCORPORATES
  THE PROVISIONS OF SECTIONS , 7.4,  AND  OF THE PURCHASE AGREEMENT
  HEREIN.
  
       EXECUTED TO BE EFFECTIVE as of the ______ day of
  ________________, 1998.
  
                                ASSIGNOR:
  
                                                         Parkway
                                Properties LP,
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  By:
  
  Name:
  
  Title:
  
  By:
  
  Name:
  
  Title:
  
                                ASSIGNEE:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
                                By:
                                Name:
                                Title:
  
                               EXHIBIT
  
                               FORM OF
                 PURCHASER'S AFFIDAVIT AND AGREEMENT
  
  STATE OF __________
  
  COUNTY OF_________
  
       This day personally came and appeared before me, the
  undersigned authority _____________________, __________________
  of ________________ ("Purchaser"), who is knowledgeable of the
  facts stated herein and whose mailing address is
  _______________________, who, upon being duly sworn, stated under
  oath as follows that:
  
       1.   Pursuant to that certain Purchase and Purchase
  Agreement ("Purchase Agreement") dated _________________, 1998 by
  and between Purchaser and Parkway Properties, Inc. ("Seller"), to
  Purchaser's knowledge, Purchaser has had full access to and has
  (to Purchaser's satisfaction) exercised its option to inspect and
  evaluate for potential purchase that certain property located in
  __________________ and more particularly described on Exhibit A
  attached hereto ("Assets") and all files of Seller relating
  thereto which Purchaser felt were important or material to
  Purchaser, and Seller made available to Purchaser all files of
  Seller relating to the Assets requested by Purchaser.
  
       2.   Purchaser and experts of Purchaser's choice have had
  access to and have (to Purchaser's satisfaction) (i) physically
  inspected the Assets, (ii) analyzed the present and projected
  uses of the Assets, (iii) determined the fair market value of the
  Assets in its "As Is" condition (as defined in the Purchase
  Agreement) as of the closing date, and (iv) to the extent
  possible, independently verified all material documents and
  information provided to Purchaser by Seller and/or its agents
  which Purchaser deems necessary and material to close the
  Transaction under the Purchase Agreement, and (v) independently
  examined the Assets from a physical structural and environmental
  standpoint.  Except as expressly otherwise provided in the
  Purchase Agreement, Purchaser accepts the Assets AS IS and
  releases Seller from and waives all claims and liability against
  Seller for or attributable to any structural, physical or
  environmental condition at the Assets, including without
  limitation, claims or liabilities relating to the presence,
  discovery or removal of any Hazardous Materials (as defined in
  the Purchase Agreement) in, at, about or under the Assets, or
  for, connected with or arising out of any and all claims or
  causes of action based upon CERCLA (Comprehensive Environmental
  Response, Compensation and Liability Act of 1980, 42 U.S.C.
  9601 et seq., as amended by SARA (Superfund Amendment and
  Reauthorization Act of 1986), and as may be further amended from
  time to time), the Resource Conversation and Recovery Act of
  1976, 42 U.S.C.  6901 et seq., or any related claims or causes
  of action or any other federal or state based statutory or
  regulatory causes of action for environmental contamination at,
  in or under the Assets.  The agreements of Purchaser set forth in
  this Affidavit shall survive the closing of the Transaction under
  the Purchase Agreement and shall not be merged therein.  Except
  as expressly otherwise provided in the Purchase Agreement,
  Purchaser is not relying upon any representation, inducement or
  unperformed promise of Seller or any of Seller's agents  except
  to the extent such inducement, representation or unperformed
  promise is set forth in the Closing Documents executed by Seller
  contemporaneously herewith or as set forth in the Purchase
  Agreement.  Purchaser hereby represents that Purchaser has relied
  upon Purchaser's own inspection and environmental reports in
  reaching its decision to purchase the Assets, and Purchaser is
  not relying upon inspection reports produced by Seller which may
  be incomplete and/or outdated.
  
       3.   Purchaser acknowledges that it has received and
  reviewed (with the assistance of such experts as Purchaser as
  deemed appropriate) all information furnished by Seller regarding
  the Assets, including, but not limited to, information as may
  have related to its construction, history, current economic and
  leasing status, physical condition and prospects for future use
  or development, as Purchaser has deemed appropriate.  BY
  FURNISHING THE MATERIALS, DOCUMENTS, REPORTS OR AGREEMENT
  DESCRIBED ABOVE, NEITHER SELLER NOR ANY OF SELLER'S AGENTS
  (DEFINED AS BROKERS, ON-SITE PROPERTY MANAGERS, CONTRACTORS, OR
  SIMILAR INDIVIDUALS OR ENTITIES ENGAGED BY SELLER RELATING TO OR
  INVOLVING THE PROJECT), NOR ANY PARTNER, OFFICER, DIRECTOR,
  EMPLOYEE, AGENT OR ATTORNEY OF SELLER, NOR ANY OTHER PARTY
  RELATED IN ANY WAY TO ANY OF THE FOREGOING SHALL BE DEEMED TO
  HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE
  WHATSOEVER WITH RESPECT TO ANY MATTER SET FORTH, CONTAINED OR
  ADDRESSED IN SUCH MATERIALS, DOCUMENTS, REPORTS OR AGREEMENTS,
  INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS
  THEREOF EXCEPT TO THE EXTENT OF THE REPRESENTATIONS MADE BY
  SELLER IN SECTION  OF THE PURCHASE AGREEMENT OR IN THE DOCUMENTS
  EXECUTED BY SELLER AT CLOSING.
  
       4.   The representations, warranties and agreements of
  Purchaser made herein are in addition to (and not in limitation
  of) the representations, warranties and agreements of Purchaser
  made in the Purchase Agreement.
  
                                ACCEPTED AND AGREED TO:
  
                                                         TRIAD
                                PROPERTIES CORPORATION
  
                                By:
                                Name:
                                Title:
  
  STATE OF __________
  
  COUNTY OF_________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
       GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day of
  __________________, 1998.
  
  _______________________________________
                                Notary Public, State of
  
  MY COMMISSION EXPIRES:
  __________________________         Personally known ______ OR
                                Produced Identification ______
                                Type of Identification Produced
  _____
  
                               EXHIBIT
  
                               FORM OF
                          FIRPTA AFFIDAVIT
  
       Section 1445 of the Internal Revenue Code provides that a
  transferee of a United States real property interest must
  withhold tax if the transferor is a foreign person.  To inform
  the transferee that withholding tax is not required upon the
  disposition of a United States real property interest by Parkway
  Properties LP, a Delaware limited partnership, the undersigned
  hereby certifies the following on behalf of Parkway Properties
  LP:
  
       1.   Parkway Properties LP is not a foreign corporation,
  foreign partnership, foreign trust, or foreign estate (as those
  terms are defined in the Internal Revenue Code and Income Tax
  Regulations); and
  
       2.   Parkway Properties LP's U.S. employer tax
  identification number is 72-1344324; and
  
       3.   Parkway Properties LP's office address is One Jackson
  Place, Suite 1000, 188 E. Capitol Street, Jackson, Mississippi
  39201.
  
       Parkway Properties LP understands that this certification
  may be disclosed to the Internal Revenue Service by transferee
  and that any false statement contained herein could be punished
  by fine, imprisonment, or both.
  
       Under penalties of perjury, the undersigned authorized
  representatives of Parkway Properties LP declares that they have
  examined this certification and to the best of their knowledge
  and belief it is true, correct and complete, and further declare
  that they have authority to sign this document on behalf of
  Parkway Properties LP.
  
       Dated:  _________________, 1998
  
                                                         Parkway
                                Properties LP,
                                                         a Delaware
                                limited partnership
  
                                                              By:
                                     Parkway Properties General
                                     Partners, Inc.,
                                
                                a Delaware corporation, its
                                     general partner
  
  By:
  
  Name:
  
  Title:
                                                              By:
                                                              Name:
  
  Title:
  
  STATE OF __________
  
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
  STATE OF __________
  
  COUNTY OF _________
  
       Personally appeared before me, the undersigned authority in
  and for the said county and state, on this ____ day of _________,
  19___, within my jurisdiction, the within named _________, who
  acknowledged that (he)(she) is ________________ of
  _______________, a ________________ corporation, and that for and
  on behalf of the said corporation, and as its act and deed
  (he)(she) executed the above and foregoing instrument, after
  first having been duly authorized by said corporation so to do.
  
  ____________________________________
                                NOTARY PUBLIC
  
  My commission expires:
  ____________________
  (Affix official seal, if applicable)
  
                                  
  _______________________________
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