BETWEEN BELLEMEAD OF MICHIGAN, INC. AND JARED ASSOCIATES, L.P. COLLECTIVELY, SELLERS AND NEW VALLEY CORPORATION, PURCHASER

Exhibit 2.1
2

PURCHASE AND SALE AGREEMENT

BETWEEN

BELLEMEAD OF MICHIGAN, INC.
AND
JARED ASSOCIATES, L.P.
COLLECTIVELY, SELLERS

AND

NEW VALLEY CORPORATION,
PURCHASER

DATED: JANUARY 10, 1996
3

TABLE OF CONTENTS

Section 1. Sale of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 3. Apportionments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 4. Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 5. Permitted Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 6. Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 7. The Notes and Mortgages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 8. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Section 9. Costs of Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 10. Conditions Precedent to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Section 11. Documents to be Delivered by Sellers at Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Section 12. Documents to be Delivered by Purchaser at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Section 13. Operation of the Properties Prior to the Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 14. As Is . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Section 15. Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Section 16. Casualty; Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 17. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Section 18. Purchaser's Access to the Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 19. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Section 20. Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Section 21. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 22. Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Section 23. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Section 24. [Intentionally deleted.] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Section 25. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

INDEX OF DEFINED TERMS

TERM SECTION
---- -------

"Actions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(v)
"Actions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2 (a)(iv)
"Additional Rents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4
"Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
"Approved Institution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.5
"Approved Investment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.5
"Assignment Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(f)
"BDC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(iii)
"Bills of Sale" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(h)
"BMI" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
"Building Deed" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(b)
"business day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.13
"Borrower's Estoppel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(e)
"Broker" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.1
"Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
"Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
"Collateral Assignee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(e)
"Contract and License Assignment" . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(e)
"Contracts" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(xiii)
"Deeds" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(a)
"Downpayment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a)
"800 Tower Drive Building" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
"800 Tower Drive Land" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
"800 Tower Drive Mortgage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(ii)
"800 Tower Drive Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(ii)
"800 Tower Drive Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . 1.2
"800 Tower Drive Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
"Environmental Indemnity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
"Environmental Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(xviii)
"Escrow Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a)
"FIRPTA" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(m)
"Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.1
"Ground Lease Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(c)
"Intangible Property Assignment" . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(f)
"Investigations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.1
"Jared" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
"Laws" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(iii)
"Lease Assignment" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(d)
"Leases" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(iv)
"Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1(e)
"Liens" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
"Management Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
"Manager" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2(d)
"material" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.1
"Mortgages" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
"New Lease" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1(a)(ii)
"New Lease Expenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1(a)(ii)
"Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
"Notice of Objection" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.3
"Permitted Encumbrances" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
"Properties" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble

"Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
"Property Information" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(xix)
"Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
"Purchaser" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
"Purchaser's Documents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2(a)(ii)
"Sellers" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble
"Sellers' Affiliates" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.5
"Sellers' Documents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(ii)
"Sellers' Environmental Indemnity" . . . . . . . . . . . . . . . . . . . . . . . . 11.1(o)
"Sellers' knowledge" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(xix)
"Surviving Obligations" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(b)
"Tenants" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a)(viii)
"700 Tower Drive Building" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"700 Tower Drive Ground Lease" . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"700 Tower Drive Land" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"700 Tower Drive Mortgage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(i)
"700 Tower Drive Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(i)
"700 Tower Drive Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"700 Tower Drive Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"Schedule 3 Encumbrances" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(b)
"significant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.2
"Surviving Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(b)
"Title Commitments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
"Title Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
"Unacceptable Encumbrances" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
"Westgate I Building" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Westgate I Land" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Westgate I Mortgage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(iii)
"Westgate I Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(iii)
"Westgate I Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Westgate I Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Westgate II Building" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
"Westgate II Land" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
"Westgate II Mortgage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(iv)
"Westgate II Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)(iv)
"Westgate II Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Westgate II Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
"Westgate Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4

PURCHASE AND SALE AGREEMENT (this "Agreement"), dated the 10th
day of January, 1996, by and between BELLEMEAD OF MICHIGAN, INC., a Michigan
corporation ("BMI") and JARED ASSOCIATES, L.P., a New Jersey limited
partnership ("Jared") both having and address c/o Bellemead Development
Corporation, 280 Corporate Center, Four Xxxxxx Farm Road, Roseland, New Jersey
07068 (BMI and Jared, collectively "Sellers"), and NEW VALLEY CORPORATION, a
New York corporation, having an office at 000 X.X. Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxx, Xxxxxxx 00000 ("Purchaser").

W I T N E S S E T H

WHEREAS, BMI is the owner of (i) a leasehold estate in the 000
Xxxxx Xxxxx Property and (ii) the 000 Xxxxx Xxxxx Property , and Jared is the
owner of the Westgate I Property and the Westgate II Property (the 000 Xxxxx
Xxxxx Property, the Westgate I Property, the Westgate II Property and the
leasehold interest in the 000 Xxxxx Xxxxx Property are referred to herein
collectively as the "Properties" and individually as a "Property");

WHEREAS, Purchaser desires to purchase the Properties from Sellers; and

WHEREAS, Sellers and Purchaser desire to enter into an
agreement whereby, subject to the terms and conditions contained herein,
Sellers shall sell the Properties to Purchaser and Purchaser shall purchase the
Properties from Sellers.

NOW, THEREFORE, in consideration of ten dollars ($10.00) and
the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound hereby, it is hereby agreed as follows:

Section 1. Sale of Properties

1.1 BMI agrees to sell and convey to Purchaser, and
Purchaser agrees to purchase from BMI, at the price and upon the terms and
conditions set forth in this Agreement, its leasehold estate in and to those
certain plots, pieces and parcels of land located in the City of Xxxx, County
of Oakland and State of Michigan, as more particularly described in Schedule
1-A annexed hereto and made a part hereof (the "700 Tower Drive Land"), created
pursuant to that certain Agreement of Lease, dated as of June 14, 1990, between
BMI, as landlord, and 000 Xxxxx Xxxxx Associates, as tenant, the tenant's
interest in which lease was assigned by Assignment and Assumption of Ground
Lease, dated as of March 31, 1994, from 000 Xxxxx Xxxxx Associates to BMI (as
so assigned, the "700 Tower Drive Ground Lease") together with (a) its fee
simple interest in and to all buildings and other improvements situated on the
000 Xxxxx Xxxxx Xxxx (xxxxxxxxxxxx, xxx "000 Xxxxx Xxxxx Xxxxxxxx"), (x) all
easements, rights of way, reservations, privileges, appurtenances, and other
estates and rights of BMI pertaining to the 000 Xxxxx Xxxxx Xxxx and the
7

700 Tower Drive Building, (c) all right, title and interest of BMI in and to
all fixtures, machinery, equipment, supplies and other articles of personal
property attached or appurtenant to the 000 Xxxxx Xxxxx Xxxx or the 000 Xxxxx
Xxxxx Xxxxxxxx, or used in connection therewith (collectively, the "700 Tower
Drive Personal Property"), (d) all oil, gas and mineral rights of BMI, if any,
as lessee under the 000 Xxxxx Xxxxx Ground Lease, in and to the 000 Xxxxx Xxxxx
Xxxx, (e) all right, title and interest of BMI, if any, in and to the trade
names, if any, of the 000 Xxxxx Xxxxx Xxxxxxxx, and (f) all right, title and
interest of BMI, if any, as lessee under the 000 Xxxxx Xxxxx Ground Lease, in
and to all strips and gores, all alleys adjoining the 000 Xxxxx Xxxxx Xxxx, and
the land lying in the bed of any street, road or avenue, opened or proposed, in
front of or adjoining the 000 Xxxxx Xxxxx Xxxx to the center line thereof, and
all right, title and interest of BMI, if any, as lessee under the 000 Xxxxx
Xxxxx Ground Lease, in and to any award made or to be made in lieu thereof and
in and to any unpaid award for any taking by condemnation or any damages to the
000 Xxxxx Xxxxx Xxxx or the 000 Xxxxx Xxxxx Xxxxxxxx by reason of a change of
grade of any street, road or avenue (the leasehold estate in the 000 Xxxxx
Xxxxx Xxxx pursuant to the 000 Xxxxx Xxxxx Ground Lease, together with all of
the foregoing items listed in clauses (a) through (f) above being hereinafter
sometimes collectively referred to as the "700 Tower Drive Property").

1.2 BMI agrees to sell and convey to Purchaser, and
Purchaser agrees to purchase from BMI, at the price and upon the terms and
conditions set forth in this Agreement, all those certain plots, pieces and
parcels of land located in the City of Xxxx, County of Oakland, and State of
Michigan as more particularly described in Schedule 1-B annexed hereto and made
a part hereof (the "800 Tower Drive Land"), together with (a) all buildings and
other improvements situated on the land (collectively, the "800 Tower Drive
Building"), (b) all easements, rights of way, reservations, privileges,
appurtenances, and other estates and rights of BMI pertaining to the 000 Xxxxx
Xxxxx Xxxx and the 000 Xxxxx Xxxxx Xxxxxxxx, (c) all right, title and interest
of BMI in and to all fixtures, machinery, equipment, supplies and other
articles of personal property attached or appurtenant to the 000 Xxxxx Xxxxx
Xxxx or the 000 Xxxxx Xxxxx Xxxxxxxx, or used in connection therewith
(collectively, the "800 Tower Drive Personal Property"), (d) all oil, gas and
mineral rights of BMI, if any, in and to the 000 Xxxxx Xxxxx Xxxx, (e) all
right, title and interest of BMI, if any, in and to the trade names of the 000
Xxxxx Xxxxx Xxxxxxxx, and (f) all right, title and interest of BMI, if any, in
and to all strips and gores, all alleys adjoining the 000 Xxxxx Xxxxx Xxxx, and
the land lying in the bed of any street, road or avenue, opened or proposed, in
front of or adjoining the 000 Xxxxx Xxxxx Xxxx to the center line thereof, and
all right, title and interest of BMI, if any, in and to any award made or to be
made in lieu thereof and in and to any unpaid award for any taking by
condemnation or any damages to the 000 Xxxxx Xxxxx Xxxx or the 000 Xxxxx Xxxxx
Xxxxxxxx by reason of a change of grade of
8

xxx xxxxxx, xxxx xx xxxxxx (xxx 000 Xxxxx Xxxxx Xxxx, together with all of the
foregoing items listed in clauses (a) through (f) above being hereinafter
sometimes collectively referred to as the "800 Tower Drive Property").

1.3 Jared agrees to sell and convey to Purchaser, and
Purchaser agrees to purchase from Jared, at the price and upon the terms and
conditions set forth in this Agreement, all those certain plots, pieces and
parcels of land located in the Township of Bernards, County of Somerset, and
State of New Jersey as more particularly described in Schedule 1-C annexed
hereto and made a part hereof (the "Westgate I Land"), together with (a) all
buildings and other improvements situated on the land (collectively, the
"Westgate I Building"), (b) all easements, rights of way, reservations,
privileges, appurtenances, and other estates and rights of Jared pertaining to
the Westgate I Land and the Westgate I Building, (c) all right, title and
interest of Jared in and to all fixtures, machinery, equipment, supplies and
other articles of personal property attached or appurtenant to the Westgate I
Land or the Westgate I Building, or used in connection therewith (collectively,
the "Westgate I Personal Property"), (d) all oil, gas and mineral rights of
Jared, if any, in and to the Westgate I Land, (e) all right, title and interest
of Jared, if any, in and to the trade names of the Westgate I Building, and (f)
all right, title and interest of Jared, if any, in and to all strips and gores,
all alleys adjoining the Westgate I Land, and the land lying in the bed of any
street, road or avenue, opened or proposed, in front of or adjoining the
Westgate I Land to the center line thereof, and all right, title and interest
of Jared, if any, in and to any award made or to be made in lieu thereof and in
and to any unpaid award for any taking by condemnation or any damages to the
Westgate I Land or the Westgate I Building by reason of a change of grade of
any street, road or avenue (the Westgate I Land, together with all of the
foregoing items listed in clauses (a) through (f) above being hereinafter
sometimes collectively referred to as the "Westgate I Property").

Section 1.4 Jared agrees to sell and convey to Purchaser,
and Purchaser agrees to purchase from Jared, at the price and upon the terms
and conditions set forth in this Agreement, all those certain plots, pieces and
parcels of land located in the Township of Bernards, County of Somerset, and
State of New Jersey as more particularly described in Schedule 1-D annexed
hereto and made a part hereof (the "Westgate II Land"), together with (a) all
buildings and other improvements situated on the land (collectively, the
"Westgate II Building"), (b) all easements, rights of way, reservations,
privileges, appurtenances, and other estates and rights of Jared pertaining to
the Westgate II Land and the Westgate II Building, (c) all right, title and
interest of Jared in and to all fixtures, machinery, equipment, supplies and
other articles of personal property attached or appurtenant to the Westgate II
Land or the Westgate II Building, or used in connection therewith
(collectively, the "Westgate II Personal Property"), (d) all oil,
9

gas and mineral rights of Jared, if any, in and to the Westgate II Land, (e)
all right, title and interest of Jared, if any, in and to the trade names of
the Westgate II Building, and (f) all right, title and interest of Jared, if
any, in and to all strips and gores, all alleys adjoining the Westgate II Land,
and the land lying in the bed of any street, road or avenue, opened or
proposed, in front of or adjoining the Westgate II Land to the center line
thereof, and all right, title and interest of Jared, if any, in and to any
award made or to be made in lieu thereof and in and to any unpaid award for any
taking by condemnation or any damages to the Westgate II Land or the Westgate
II Building by reason of a change of grade of any street, road or avenue (the
Westgate II Land, together with all of the foregoing items listed in clauses
(a) through (f) above being hereinafter sometimes collectively referred to as
the "Westgate II Property").

Section 2. Purchase Price

2.1 The purchase price to be paid by Purchaser to Sellers
for the Properties (the "Purchase Price") is One Hundred Eleven Million Four
Hundred Thousand Dollars ($111,400,000), allocated as follows: (i) Twenty-Three
Million Five Hundred Thousand Dollars ($23,500,000) is allocated to the
purchase of the 000 Xxxxx Xxxxx Property, (ii) Twenty-Eight Million One Hundred
Thousand Dollars ($28,100,000) is allocated to the purchase of the 000 Xxxxx
Xxxxx Property, (iii) Forty-Eight Million Three Hundred Twenty-Five Thousand
Dollars ($48,325,000) is allocated to the purchase of the Westgate I Property,
and (iv) Eleven Million Four Hundred Seventy-Five Thousand Dollars
($11,475,000) is allocated to the purchase of the Westgate II Property. The
Purchase Price is payable as follows:

(a) Eleven Million Four Hundred Thousand Dollars ($11,400,000)
(the "Downpayment"), simultaneously with the execution and delivery of this
Agreement, by a bank wire transfer of immediately available funds to an account
designated by Xxxxxxx Xxxx & Xxxxx ("Escrow Agent") which Downpayment shall be
held by Escrow Agent in accordance with the terms of Section 20; provided,
however, if this Agreement is executed at the Closing, Purchaser shall pay the
Downpayment by not more than 10 bank wire transfers of immediately available
funds as Sellers shall direct, such payment to be applied in proportion to
Sellers' respective shares of the Purchase Price; and

(b) One Hundred Million Dollars ($100,000,000) at the Closing by
Purchaser executing and delivering the following promissory notes, each of
which shall be in the form attached hereto as Exhibit A:

(i) a promissory note in the principal amount of Twenty-Two
Million Five Hundred Thousand Dollars ($22,500,000) payable to BMI (
the "700 Tower Drive Note"), secured by a first purchase money
mortgage on the 000 Xxxxx Xxxxx Property (the 000 Xxxxx Xxxxx
Mortgage");
10

(ii) a promissory note in the principal amount of Twenty-Three
Million One Hundred Thousand Dollars ($23,100,000) (the "800 Tower
Drive Note"), payable to BMI and secured by a first purchase money
mortgage on the 000 Xxxxx Xxxxx Property (the "800 Tower Drive
Mortgage"); and

(iii) a promissory note in the principal amount of Forty-Four
Million Sixty-Four Thousand Dollars ($44,064,000), payable to Jared
(the "Westgate I Note"), and secured by a first purchase money
mortgage on the Westgate I Property (the "Westgate I Mortgage"), which
note and mortgage shall be immediately assigned by Jared to Bellemead
Development Corporation ("BDC"); and

(iv) a promissory note in the principal amount of Ten Million
Three Hundred Thirty-Six Thousand Dollars ($10,336,000), payable to
Jared (the "Westgate II Note"), and secured by a first purchase money
mortgage on the Westgate II Property (the "Westgate II Mortgage"),
which note and mortgage shall be immediately assigned by Jared to BDC.

(c) Sellers shall be entitled to receive the Downpayment
in proportion to their respective shares of the Purchase Price,
together with all interest accrued thereon, if any, and such interest
shall not be credited against the Purchase Price or credited to
Purchaser in connection with Closing adjustments.

(d) Sellers and Purchaser agree that Sellers must convey
and Purchaser must purchase all of the Properties in accordance with
the terms and conditions of this Agreement, and, except as expressly
provided in Sections 6.1, 8.1, 10.3, 16.1, 16.2 or 17.1, that failure
of Sellers to convey all of the Properties or the failure of Purchaser
to purchase all of the Properties in accordance with the terms and
conditions of this Agreement shall be a default hereunder and permit
the non-defaulting party to exercise its remedies provided for in this
Agreement.

Section 3. Apportionments

3.1 The following shall be apportioned with respect to
each Property between the Seller of such Property and Purchaser at the Closing
as of 11:59 P.M. on December 31, 1995:

(a) prepaid rents and Additional Rents (hereinafter
defined) and other amounts payable by Tenants (hereinafter defined),
if, as and when received and, in the case of the 000 Xxxxx Xxxxx
Ground Lease, ground rent;

(b) real estate taxes, personal property taxes, water
charges, sewer rents and vault charges, if any, on the basis of the
applicable periods for which the same have been assessed;
11

(c) value of fuel stored on the Properties, at Sellers'
cost, including any taxes, on the basis of a statement from Sellers'
supplier;

(d) charges and payments under Contracts which are
transferred to Purchaser or permitted renewals or replacements
thereof;

(e) any prepaid items of operating expense relating to
the Properties, including fees for licenses which are transferred to
Purchaser at the Closing and annual permit and inspection fees;

(f) utilities, including telephone, steam, electricity
and gas, on the basis of the most recently issued bills therefor,
subject to adjustment after the Closing when the next bills are
available, or if current meter readings are available, on the basis of
such readings;

(g) transferable deposits with telephone and other
utility companies, and any other persons or entities who supply goods
or services in connection with the Properties, if same are assigned to
Purchaser at the Closing, which shall be credited in their entirety to
Sellers;

(h) personal property taxes, if any, on the basis of the
applicable periods for which assessed;

(i) Sellers' share, if any, of all revenues from the
operation of the Properties other than rents and Additional Rents
(including parking charges, and telephone booth and vending machine
revenues), if, as and when received;

(j) permitted administrative charges, if any, on those
tenants' security deposits (if any) transferred by Sellers pursuant to
Section 11.1(f); and

(k) as to each Property, such other items as are
customarily apportioned between sellers and purchasers of real
properties of a type similar to the Properties and located in the city
and state where the Property is located.

3.2 If the Closing shall occur before a new real estate
or personal property tax rate is fixed, the apportionment of taxes at the
Closing shall be upon the basis of the old tax rate for the preceding fiscal
year applied to the latest assessed valuation. Promptly after the new tax rate
is fixed, the apportionment of taxes shall be recomputed and any discrepancy
resulting from such recomputation and any errors or omissions in computing
apportionments at Closing shall be promptly corrected and the proper party
reimbursed.

3.3 If on the Closing Date any Tenant is in arrears in
the payment of base rent or has not paid the base rent payable by it for the
month in which the Closing occurs (whether or not it
12

is in arrears for such month on the Closing Date), any rents received by
Purchaser or Sellers from such Tenant after the Closing shall be applied first
to all rent due and payable by such Tenant for the month in which the Closing
occurs, then to the month prior to the month in which the Closing occurs, then
to all rent due and payable by such Tenant for the period from and after the
month in which the Closing occurs, and then to the period prior to the month
preceding the month in which the Closing occurs. If rents or any portion
thereof received by Sellers or Purchaser after the Closing are due and payable
to the other party by reason of this allocation, the appropriate sum, less a
proportionate share of any reasonable attorneys' fees and costs and expenses
expended in connection with the collection thereof, shall be promptly paid to
the other party.

3.4 If any tenants are required to pay percentage rent,
escalation charges for real estate taxes, parking charges, operating expenses
and maintenance escalation rents or charges, cost-of-living increases or other
charges of a similar nature ("Additional Rents") and any Additional Rents are
collected by Purchaser from a tenant after the Closing Date, then (i) if and to
the extent that the tenant has specified that any payment of such Additional
Rents so collected is to be applied for a particular item of Additional Rent
with respect to a period prior to the Closing Date, such payment shall be
applied as specified by the tenant and (ii) in all other cases, the Additional
Rents or any other sums so collected shall be applied first to pay all sums
then due and payable by such tenant for the period subsequent to the Closing
Date, and then Purchaser shall promptly pay to the applicable Seller out of any
remaining balance of such Additional Rents the amount of all Additional Rents
which are due and payable by such tenant with respect to any period prior to
the Closing Date (whether or not such Additional Rents first became due and
payable on or after the Closing Date), less a proportionate share of any
reasonable attorneys' fees and costs and expenses of collection thereof.

3.5 After the Closing, Sellers shall continue to have the
right, in its own name, to demand payment of and to collect rent and Additional
Rent arrearages owed to Sellers by any Tenant, which right shall include the
right to continue or commence legal actions or proceedings against any Tenant
for the payment of such arrearages (provided, however, Seller shall not
commence or continue any legal action or proceeding to terminate a Tenant's
tenancy or to dispossess a Tenant or otherwise disturb a Tenant's occupancy),
and delivery of the Lease Assignment shall not constitute a waiver by Sellers
of such right. At no cost to Purchaser or if Purchaser incurs any cost with
Seller's prior written consent, Seller agrees to reimburse Purchaser for same,
Purchaser agrees reasonably to cooperate with Sellers in connection with all
reasonable efforts by Sellers to collect such rents and Additional Rents and to
take all reasonable steps, including adding the rent arrearages to Purchaser's
bills to Tenant for current rent obligations and testifying on behalf of
Sellers, whether before or after the Closing Date, as may be
13

reasonably necessary to carry out the intention of the foregoing, including the
delivery to Sellers, upon demand and to the extent in Purchaser's possession,
of any relevant books and records (including any rent or Additional Rent
statements, receipted bills and copies of Tenant checks used in payment of such
rent or Additional Rent), the execution of any and all consents or other
documents, and the undertaking of any other reasonable act necessary for the
collection of such rents and Additional Rents by Sellers. If a Tenant, in
response to Sellers' legal actions or proceedings to recover rent and
Additional Rent arrearages, commences its own legal action against a Seller or
files a counterclaim to such Seller's legal action or proceeding, and such
Tenant's legal action or counterclaim names Purchaser as a defendant and
relates to the issues raised in Sellers' legal action or proceeding, then, in
such event, Seller hereby indemnifies and agrees to hold harmless and defend
Purchaser with counsel of Sellers' choice and reasonably acceptable to
Purchaser with respect to any such legal action or counterclaim.

3.6 If there is a water meter on any of the Properties,
then, unless a Tenant shall be obligated under its Lease to pay for the water
metered thereby, Sellers shall furnish a reading for each such meter to a date
not more than thirty (30) days prior to the Closing Date, and the unfixed water
charges and sewer rent, if any, based thereon for the intervening time shall be
apportioned on the basis of such last reading.

3.7 If any of the items subject to apportionment under
the foregoing provisions of this Section 3 cannot be apportioned at the Closing
because of the unavailability of the information necessary to compute such
apportionment, or if any errors or omissions in computing apportionments at the
Closing are discovered subsequent to the Closing, then such item shall be
reapportioned and such errors and omissions corrected as soon as practicable
after the Closing Date and the proper party reimbursed, which obligation shall
survive the Closing for a period of one hundred eighty (180) days after the
Closing Date as hereinafter provided. Neither party hereto shall have the
right to require a recomputation of a Closing apportionment or a correction of
an error or omission in a Closing apportionment unless within the aforesaid one
hundred eighty (180) day period one of the parties hereto (a) has obtained the
previously unavailable information or has discovered the error or omission, and
(b) has given notice thereof to the other party together with a copy of its
good faith recomputation of the apportionment and copies of all substantiating
information used in such recomputation. The failure of a party to obtain any
previously unavailable information or discover an error or omission with
respect to an item subject to apportionment hereunder and to give notice
thereof as provided above within one hundred eighty (180) days after the
Closing Date shall be deemed a waiver of its right to cause a recomputation or
a correction of an error or omission with respect to such item after the
Closing Date.
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3.8 (a) If, on the date of this Agreement, the
Properties or any part thereof shall be affected by any assessment or
assessments which are or may become payable in installments and which are not
payable directly by a Tenant, of which the first installment is now a charge or
lien, or has been paid, then (i) Sellers shall be obligated to pay all
installments of any such assessment which are due and payable prior to the
Closing Date, and (ii) for the purposes of this Agreement, all the unpaid
installments of any such assessment which are to become due and payable on or
after the Closing Date shall not be deemed to be liens upon the Properties and
Purchaser shall acquire the Properties on the Closing Date subject to any such
assessment without abatement of the Purchase Price.

(b) If, subsequent to the date hereof, the Properties or
any part thereof shall become affected by an assessment or assessments
which are not payable directly by a Tenant, said assessments shall not
be deemed to be liens upon the Properties and the Purchaser shall
acquire the Properties on the Closing Date subject to any such
assessment without abatement of the Purchase Price. If an assessment
may be paid alternatively, at Sellers election, in installments or in
lump sum and such election must be made prior to the Closing Date,
Seller shall make an election to have same payable in installments.
In the event any such assessment or assessments, whether payable in
lump sum or in installments, is due and payable prior to the Closing,
and has been paid by Sellers, Purchaser shall reimburse Sellers for
same at the Closing.

3.9 Sellers shall have the right to pay any net Closing
adjustments in favor of Purchaser out of the Downpayment. If the net Closing
adjustments are in favor of Sellers, Purchaser shall pay the net sum owing to
the applicable Seller or Sellers by bank wire transfer of immediately available
federal funds.

3.10 The provisions of this Section 3 shall survive the
Closing indefinitely, except for the provisions of Sections 3.2 and 3.7, which
shall survive the Closing for a period of one hundred and eighty (180) days
following the Closing Date.

Section 4. Closing Date

4.1 The delivery of the Deeds and the consummation of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Xxxxxxx Xxxx & Xxxxx, 900 Third Avenue, New York, New York, at
10:00 A.M. on January 10, 1996 (the "Closing Date"), WITH TIME BEING OF THE
ESSENCE.

Section 5. Permitted Encumbrances

5.1 Each Seller shall convey the Property owned by it and
Purchaser shall accept title to such Property subject only to those matters set
forth on Schedule 2 annexed hereto and made a part hereof (collectively, the
"Permitted Encumbrances").
15

Section 6. Title

6.1 (a) Purchaser shall order, at its sole cost and
expense, commitments for an owner's fee (or in the case of the 700 Tower
Property leasehold) title insurance policy or policies and mortgagee's title
insurance policies with respect to each of the Properties (the "Title
Commitments") issued by Chicago Title Insurance Company and/or Commonwealth
Land Title Insurance Company (collectively, the "Title Company") and shall
request the Title Company to deliver copies of the Title Commitments, together
with true and complete copies of all instruments giving rise to any defects or
exceptions to title to the Properties, to Purchaser's and Sellers' attorneys
(and any liens, encumbrances or other defects or exceptions in or to title to
the Properties other than the Permitted Encumbrances set forth in the Title
Commitments are herein collectively called the "Unacceptable Encumbrances").

(b) If any Seller is unable (subject to Section 6.2) to
eliminate all Unacceptable Encumbrances not waived in writing by Purchaser, or
to arrange for title insurance reasonably acceptable to Purchaser insuring
against enforcement of such Unacceptable Encumbrances against, or collection of
the same out of, the applicable Property (which shall constitute the
elimination of such Unacceptable Encumbrances for all purposes of this
Agreement as to those encumbrances listed on Schedule 3 attached hereto
("Schedule 3 Encumbrances")), and to convey title in accordance with the terms
of this Agreement on or before the Closing Date, Purchaser shall elect on the
Closing Date, as its sole remedy for such inability of the applicable Seller,
either (i) to terminate this Agreement as to such Property by notice given to
Sellers pursuant to Section 17.1, in which event the provisions of Section 17.1
shall apply, or (ii) to accept title subject to such Unacceptable Encumbrances
and receive no credit against, or reduction of, the Purchase Price.

6.2 Notwithstanding anything to the contrary set forth in
this Section 6 or elsewhere in this Agreement, no Seller shall be obligated to
bring any action or proceeding, to make any payments or otherwise to incur any
expense in order to eliminate Unacceptable Encumbrances; except that each
Seller shall (i) satisfy mortgages, real estate taxes, assessments, judgments
against such Seller or other liens required to be paid hereunder secured by or
affecting such Seller's Property which can be satisfied by payment of
liquidated amounts (collectively, "Liens") and (ii) as to Schedule 3
Encumbrances, arrange for insurance against enforcement or collection thereof.
Without limiting the generality of the preceding provisions of this Section
6.2, for the purposes of this Agreement (including Sections 6.1 and 17.1), any
Seller's failure or refusal to bring any action or proceeding, to make any
payments or to otherwise incur any expense (except for such Seller's obligation
to satisfy Liens or arrange for title insurance as aforesaid) in order to
eliminate Unacceptable Encumbrances shall be deemed to constitute the inability
of such Seller to eliminate such Unacceptable
16

Encumbrances, and shall not constitute a default by such Seller (willful or
otherwise) under this Agreement which would entitle Purchaser to exercise any
of the rights or remedies set forth in Section 17.3 hereof (other than the
right to terminate this Agreement as aforesaid).

6.3 If on the Closing Date there are any Liens or other
encumbrances which a Seller must pay or discharge in order to convey to
Purchaser such title as is herein provided to be conveyed, such Seller may use
any portion of the Downpayment to satisfy the same, provided:

(a) such Seller shall deliver to Purchaser or the Title
Company, at the Closing, instruments in recordable form and sufficient to
satisfy such Liens or other encumbrances of record and omit the same from the
owner's fee (or in the case of the 000 Xxxxx Xxxxx Property leasehold) title
insurance policy together with the cost of recording or filing said
instruments; or

(b) such Seller, having made arrangements with the Title
Company, shall deposit with said company sufficient monies acceptable to said
company to insure the obtaining and the recording of such satisfactions and the
Title Company omits such items as exceptions on Purchaser's owner's title
insurance policies. The existence of any such Liens or other encumbrances shall
not be deemed objections to title if Sellers shall comply with the foregoing
requirements.

6.4 Sellers shall have the right to provide or to request
that the Escrow Agent provide from the Downpayment at the Closing separate
unendorsed certified or official bank checks payable to the order of such
parties as are designated by Sellers and drawn on or by a Clearing House Bank,
in order to facilitate the satisfaction or release of any Liens or other
encumbrances required to be discharged or removed by Sellers. Similarly, at
Sellers' election, unpaid Liens for taxes, water and sewer charges and
assessments, which are the obligation of Sellers to satisfy and discharge,
shall not be objections to title, provided the amount thereof, plus interest
and penalties thereon, if any, computed to the third (3rd) business day after
the Closing Date, is paid by Sellers (which may be paid from the Downpayment)
and the Title Company omits any exception therefor.

6.5 If on the Closing Date there shall be financing
statements, conditional bills of sale, chattel mortgages or security interests
filed against any of the Properties, the same shall not constitute objections
to title provided that the Title Company omits the same from the owner's fee or
leasehold title insurance policy and the applicable Seller executes and
delivers an affidavit to the effect either (a) that the personal property
covered by said financing statements, conditional bills of sale, chattel
mortgages, or security interests is no longer in or on such Properties, or (b)
if such personal property is still in or on such Properties, that it has been
fully paid for (and the applicable Seller provides reasonable proof thereof to
17

Purchaser), or (c) that such personal property is the property of a Tenant or
other occupant of such Properties.

6.6 Any franchise or corporate tax open, levied or
imposed against one or both Sellers or other owners in the chain of title that
may be a Lien on the Closing Date, shall not be an objection to title if the
Title Company omits same from the title policy issued pursuant to the Title
Commitment.

6.7 If a search of title discloses judgments,
bankruptcies or other returns against other persons or entities having names
the same as or similar to that of one or both Sellers, Sellers will deliver to
Purchaser and the Title Company an affidavit stating that such judgments,
bankruptcies or other returns are not against the applicable Seller(s),
whereupon, provided the Title Company omits such returns as exceptions to title
or provides affirmative coverage with respect thereto (as to the Schedule 3
Encumbrances), such returns shall not be deemed an objection to title.

Section 7. The Notes and Mortgages.

7.1 The Notes shall be in the form attached hereto as
Exhibit A and the Mortgages shall be in the form attached hereto as Exhibit B.

7.2 In addition to delivery of a Note and Mortgage, with
respect to each of the Properties, Purchaser shall execute, deliver and/or
provide to the applicable Seller the following in connection with each Note and
Mortgage and as conditions to Closing:

(a) An Assignment of Leases and Rents, in the form of
Exhibit C annexed hereto.

(b) An Environmental Indemnity Agreement (the
"Environmental Indemnity") in the form of Exhibit D annexed hereto.

(c) A mortgagee's title insurance policy or policies in
the amount of the applicable Mortgage, insuring the Mortgage and issued by the
Title Company, subject only to the Permitted Encumbrances, and including such
affirmative insurance, endorsements and reinsurance agreements as the
applicable Seller shall reasonably require and as are obtainable without
significant additional premium.

(d) A Property Management and Leasing Agreement (the
Management Agreement"), between Purchaser, as owner, and Bellemead Management
Co., Inc., a New Jersey corporation, as manager ("Manager") in the form of
Exhibit N annexed hereto.

(e) opinions of counsel with regard to the due
authorization, execution and delivery by Purchaser and the
18

enforceability of the Note, Mortgage and other loan documents, which shall be
addressed to the applicable Seller and shall provide that such opinions may be
relied on by the mortgagee, BDC, and any lender to whom such Note, Mortgage and
other loan documents shall be collaterally assigned (any such lender, a
"Collateral Assignee").

(f) an estoppel certificate and agreement executed by
Purchaser for the benefit of the applicable Collateral Assignee in the form
attached hereto as Exhibit Q (each, a "Borrower's Estoppel").

(g) Such other instruments, documents, certificates and
other items which are required to be delivered to the applicable Seller under
the applicable Mortgage.

Section 8. Representations and Warranties

8.1 (a) Each of the Sellers represents and warrants
to Purchaser as follows:

(i) (A) In the case of Jared, it is a duly formed and
validly existing limited partnership organized under the laws of the
State of New Jersey and is qualified under the laws of the State of
New Jersey to conduct business therein, and (B) in the case of BMI, it
is a corporation duly organized, validly existing and in good standing
under the laws of the State of Michigan and is qualified under the
laws of the State of Michigan to conduct business therein.

(ii) It has the full legal right, power and authority to
execute and deliver this Agreement and all documents now or hereafter
to be executed by such Seller pursuant to this Agreement
(collectively, "Sellers' Documents"), to consummate the transaction
contemplated hereby, and to perform its obligations hereunder and
under the Sellers' Documents to which it is a party.

(iii) This Agreement and Sellers' Documents to which it is
a party do not and will not contravene any provision of (A) in the
case of Jared, its Agreement of Limited Partnership or certificate
thereof , and (B) in the case of BMI, its certificate of incorporation
or by-laws, or any judgment, order, decree, writ or injunction issued
against it, or any provision of any laws or governmental ordinances,
rules, regulations, orders or requirements (collectively, "Laws")
applicable to it. The consummation of the transactions contemplated
hereby will not result in a breach or constitute a default or event of
default by it under any agreement to which it or any of its assets are
subject or bound, and will not result in a violation of any Laws
applicable to it.

(iv) There are no leases, licenses or other occupancy
agreements affecting any portion of such Seller's Property
19

on the date hereof, except for the leases and other documents
affecting such Seller's Property listed in Schedule 4 annexed hereto
and made a part hereof (collectively, the "Leases") and there are no
agreements with the Tenants under the Leases regarding the Properties
or which might otherwise be binding on the Sellers other than the
Leases. Such Seller has delivered or caused to be delivered to
Purchaser true and complete photocopies of all Leases affecting the
applicable Property.

(v) Except as set forth on Schedule 5 annexed hereto and
made a part hereof, (i) there are no actions, suits, proceedings,
arbitrations, or investigations before any court or other governmental
authority or quasi-governmental authority or arbitrator (collectively,
"Actions") pending with respect to such Seller's Property and (ii) to
such Seller's knowledge, there are no Actions pending or threatened in
writing against such Seller or otherwise which would materially
adversely affect such Seller's ability to consummate the transactions
contemplated by this Agreement or which would materially adversely
affect such Seller's Property.

(vi) (a) the certificates of occupancy attached on
Schedule 6 annexed hereto and made a part hereof are true and complete
copies thereof and constitute all the certificates of occupancy
currently held by such Seller in connection with the ownership, use
and occupancy of such Seller's Property, (b) such Seller has received
no written notice that any of the certificates of occupancy have been
suspended or revoked or will not be renewed, (c) to such Seller's
knowledge, the uses permitted by the Leases comply with the
certificates of occupancy, and (d) such Seller has received no written
notice that any current uses of the Property violate any certificates
of occupancy.

(vii) Such Seller has received no written notice of any
pending or threatened assessments with respect to such Seller's
Property and, to such Seller's knowledge, there are no pending or
threatened assessments with respect to such Property due and payable
prior to or after the Closing.

(viii) Set forth on Schedule 4 is a true, complete and
accurate listing of (i) the December, 1995 rental amounts billed to
the Tenants under the Leases (collectively, the "Tenants") by Manager
which rents represent the rents currently being collected except for
the arrearages shown on Schedule 4, (ii) the rental arrearages, if
any, for each of the Tenants as of December 1, 1995 and (iii) the
security deposits being held by Sellers pursuant to the Leases.
Except as set forth on Schedule 4, such Seller has received no written
notice and has no knowledge of any offset, defense to or claim against
the payment of rent or any other obligation of any Tenant under any
of the Leases.
20

(ix) To such Seller's actual knowledge based on its
owner's title insurance policies (without the qualification as to such
Seller's knowledge set forth in the last sentence in this Section
8.1(a)), such Seller owns the fee simple title to the Properties and
in the case of BMI, BMI owns leasehold title to the 000 Xxxxx Xxxxx
Property. Except as specifically set forth in this Agreement, Sellers
are conveying the Properties to Purchaser without representation,
warranty or recourse as to the state of title.

(x) Except as set forth in Schedule 4 (and, in the case
of the 000 Xxxxx Xxxxx Property, except as set forth in the 000 Xxxxx
Xxxxx Ground Lease), there are no renewal, extension, expansion or
cancellation options regarding any interest in the such Seller's
Property nor any options or rights of first refusal to lease or
purchase any portion of such Seller's Property, and such Seller has
not granted and, to such Seller's knowledge, its Property is not
subject to, any option or right of first refusal or other sales
contract which remains in effect pursuant to which any party has any
option or right of first refusal to purchase or lease any interest in
such Seller's Property.

(xi) To such Seller's knowledge, none of the Tenants are
subject to a bankruptcy filing and such Seller has received no written
notice of a bankruptcy filing by or against any Tenant.

(xii) There are no employees employed by such Seller with
respect to such Seller's Property and no employment contracts relating
to such Seller's Property that would bind Purchaser.

(xiii) Except as set forth in Schedule 9, there are no
service contracts, including management or brokerage agreements,
affecting such Seller's Property (collectively, the "Contracts") on
the date hereof. Each Seller has delivered true and complete
copies of the Contracts relating to its Property. Except as set forth
in Schedule 9, such Seller has neither given nor received any written
notice of default under the Contracts relating to such Seller's
Property which remains in effect and Seller has no knowledge of any
material defaults under any such Contracts. Except as set forth in
the Contracts, there are no leasing commissions due or payable with
respect to any Property.

(xiv) Except as set forth in Schedule 4, none of the
Tenants has the right to vacate the space leased by such Tenant in
such Seller's Property or to terminate such Tenant's Lease; and Seller
has received no written notice from any Tenant (i) asserting such
Tenant's intent to vacate the premises leased by such Tenant, or (ii)
asserting that such Tenant has any right to cancel its Lease.
21

(xv) There are no condemnation proceedings pending against
all or part of such Seller's Property and, such Seller has not
received any written notice and has no knowledge of any threatened
condemnation of all or part of the Properties.

(xvi) Except as set forth in Schedule 4, such Seller has
neither given nor received any written notices of default under the
Leases affecting the applicable Property and such Seller has no
knowledge of any monetary defaults or any non-monetary defaults other
than non-monetary defaults which are immaterial under the applicable
Leases.

(xvii) Except to the extent, if any, set forth in the
environmental and engineering reports obtained by Purchaser in
connection with this Agreement, such Seller has received no written
notice of any violation of any Laws with respect to such Seller's
Property which remains outstanding.

(xviii) Except to the extent, if any, set forth in the
environmental and engineering reports obtained by Purchaser in
connection with this Agreement, such Seller has not received any
written notice from any governmental authority or any other party that
remains in effect as of the Closing Date that such Seller's Property
violates any Environmental Laws (as defined below). The term
"Environmental Laws" shall mean all statutes specifically described
in the immediately following sentence and all applicable federal,
state and local environmental health and safety statutes, ordinances,
codes, rules, regulations, orders and decrees regulating, relating to
or imposing liability or standards concerning or in connection with
Hazardous Materials (as defined below). The term "Hazardous
Materials" shall mean with respect to any Property any substance,
material, waste, gas or particulate matter which is regulated by any
local governmental authority where the applicable Property is located,
the State where the applicable Property is located, or the United
States Government, including any material or substance which is (i)
defined as a "hazardous waste," "hazardous material," "hazardous
substance," "extremely hazardous waste," or "restricted hazardous
waste" under any provision of applicable state or local law, (ii)
petroleum, (iii) asbestos, (iv) polychlorinated biphenyls, (v)
radioactive material, (vi) designated as a "hazardous substance"
pursuant to Section 311 of the Clean Xxxxx Xxx, 00 X.X.X. 0000 et seq.
(33 U.S.C. Section 1317), (vii) defined as a "hazardous waste"
pursuant to Section 1004 of the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), or
(viii) defined as a "hazardous substance" pursuant to Section 101 of
the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601).
22

(xix) Such Seller has delivered true and correct copies of the
tax bills for such Seller's Property and, to such Seller's knowledge,
there are no pending tax reduction or certiorari proceedings except as
set forth on Schedule 5. True and complete copies of the Leases and
certain other information and documents relating to the Properties, the
operation thereof and/or the sale thereof (collectively, the "Property
Information") have been delivered or otherwise made available to
Purchaser and, by accepting the Deeds, Purchaser acknowledges its
receipt and acceptance or the availability to it thereof and that
Purchaser has reviewed the same to its satisfaction. To the extent
the copies of the Leases delivered by Sellers to Purchaser contain
provisions or information that are inconsistent with the
representations and warranties in this Agreement other than with
respect to the information in Schedule 4, the foregoing representations
and warranties shall be deemed modified to the extent necessary to
eliminate such inconsistency and to conform such representations and
warranties to the information contained in the Leases addressing
matters other than those contained in Schedule 4. As used in this
Agreement, the words "Sellers' knowledge" or words of similar import
shall be deemed to mean, and shall be limited to, the actual (as
distinguished from implied, imputed or constructive) knowledge of
Sellers after, and based solely upon, making inquiry of Xx. Xxxx X.
Xxxxxx, an officer of each of BMI and Chubb Realty, Inc., the general
partner of Jared, and of Xx. Xxxx Xxxxxx, a Senior Vice President of
Bellemead Management Co., Inc., who Sellers represent are the
individuals charged with overall supervisory responsibility for the
management and operation of the Properties, but without such persons
having any obligation to make an independent inquiry or investigation.

(b) If at or prior to the Closing, (i) Purchaser shall
acquire actual knowledge (which for purposes of this Section 8 shall mean the
actual knowledge of Purchaser's counsel and/or its officers, directors,
employees, agents or principals), whether such actual knowledge is obtained
through its own efforts, by notice from Sellers or otherwise, that any of the
representations or warranties made herein by Sellers are untrue, inaccurate or
incorrect and shall give Sellers notice thereof at or prior to the Closing, or
(ii) Sellers shall notify Purchaser that a representation or warranty made
herein by Sellers is untrue, inaccurate or incorrect in any respect, then (A)
if any such representation or warranty is either (1) immaterial or (2) material
but not materially untrue, inaccurate or incorrect, and is not cured or
corrected by Sellers on or before the Closing Date, Purchaser shall
nevertheless be deemed to, and shall, waive such misrepresentation or breach of
warranty and shall consummate the transactions contemplated hereby without any
reduction of or credit against the Purchase Price, and (B) if any such
representation or warranty is both (1) material and (2) materially untrue,
inaccurate or incorrect, and is not cured or corrected by Sellers on or before
the Closing Date then
23

Purchaser, as its sole remedy for any and all such materially untrue,
inaccurate or incorrect material representations or warranties, shall elect
either (x) to waive such misrepresentations or breaches of warranties and
consummate the transactions contemplated hereby without any reduction of or
credit against the Purchase Price, or (y) to terminate this Agreement as to
such Property by notice given to Sellers on the Closing Date, in which event,
this Agreement shall be terminated as to such Property and neither party shall
have any further rights, obligations or liabilities hereunder, except as
otherwise expressly provided herein (collectively, the "Surviving
Obligations"), and except that Purchaser shall be entitled to a return of the
portion of the Downpayment allocable to such Property, together with all
interest accrued on such portion of the Downpayment, if any, and the
out-of-pocket costs incurred by Purchaser for obtaining an environmental due
diligence report and engineering inspection report with respect to such
Property, provided Purchaser is not otherwise in default hereunder. Purchaser
acknowledges and agrees that (x) at or prior to the Closing, Purchaser's rights
and remedies in the event any representations or warranties made by one or more
Sellers in this Agreement are untrue, inaccurate or incorrect shall be only as
provided in this Section 8.1(b), and (y) if the Closing does not occur,
Purchaser hereby expressly waives, relinquishes and releases all other rights
or remedies available to it at law, in equity or otherwise (including, without
limitation, the right to seek damages from one or more Sellers) as a result of
any of one or more Sellers' representations or warranties made in this
Agreement being untrue, inaccurate or incorrect.

(c) Notwithstanding anything contained in Section 8.1(b)
or elsewhere in this Agreement to the contrary, Purchaser hereby expressly
waives, relinquishes and releases any right or remedy available to it at law,
in equity or under this Agreement to make a claim against Sellers for damages
that Purchaser may incur, or to rescind this Agreement and the transactions
contemplated hereby, as the result of any of Sellers' representations or
warranties being untrue, inaccurate or incorrect if (A) Purchaser had actual
knowledge that such representation or warranty was untrue, inaccurate or
incorrect at the time of the Closing and Purchaser nevertheless closes title
hereunder, or (B) Purchaser's damages as a result of such representation or
warranty being untrue, inaccurate or incorrect are less than $100,000.00 in the
aggregate. The provision of this Section 8.1(c) shall survive the Closing.
Except as provided in the second preceding sentence or otherwise qualified
elsewhere in this Agreement, Purchaser shall have all remedies hereunder, at
law or in equity, for the breach of any of Seller's representations or
warranties contained in this Agreement.

(d) The representations and warranties of Sellers set
forth in Section 8.1(a) and elsewhere in this Agreement shall be true, accurate
and correct in all material respects upon the execution of this Agreement and
shall be deemed to be repeated on and as of the Closing Date (except as they
relate only to an
24

earlier date). The representations and warranties of Sellers set forth in
Section 8.1(a) and elsewhere in this Agreement and/or the Sellers' Documents
(including the Deeds and the Assignment Agreement) shall remain operative and
shall survive the Closing for a period of one hundred eighty (180) days
following the Closing Date and no action or claim based thereon shall be
commenced or submitted after such period and any purported action or claim
against Sellers or their successors and assigns commenced or submitted by or on
behalf of Purchaser after such date shall be null and void.

8.2 (a) Purchaser represents and warrants to each
Seller as follows:

(i) Purchaser is a duly formed and validly existing
corporation organized under the laws of the State of New York.

(ii) Purchaser has the full legal right, power, authority
and financial ability to execute and deliver this Agreement and all
documents now or hereafter to be executed by it pursuant to this
Agreement (collectively, the "Purchaser's Documents"), to consummate
the transactions contemplated hereby, and to perform its obligations
hereunder and under Purchaser's Documents.

(iii) This Agreement and Purchaser's Documents do not and
will not contravene any provision of the Certificate of Incorporation
or the by-laws of Purchaser, any judgment, order, decree, writ or
injunction issued against Purchaser, or any provision of any Laws
applicable to Purchaser. The consummation of the transactions
contemplated hereby will not result in a breach or constitute a
default or event of default by Purchaser under any agreement to which
Purchaser or any of its assets are subject or bound and will not
result in a violation of any Laws applicable to Purchaser.

(iv) There are no actions, suits, proceedings,
arbitrations, or investigations before any court or other governmental
authority or quasi-governmental authority or arbitrator (collectively,
"Actions") pending with respect to Purchaser's acquisition of the
Properties and, to Purchaser's knowledge, there are no Actions pending
or threatened in writing against Purchaser or otherwise which would
materially adversely affect Purchaser's ability to consummate the
transactions contemplated by this Agreement.

(b) The representations and warranties of Purchaser set
forth in Section 8.2(a) and elsewhere in this Agreement shall be true,
accurate and correct in all material respects upon the execution of
this Agreement and shall be deemed to be repeated on and as of the
Closing Date (except as they relate only to an earlier date).
25

(c) The representations and warranties of Purchaser set
forth in this Section 8.2 and elsewhere in this Agreement and/or the
Purchaser's Documents shall remain operative and shall survive the
Closing and the execution and delivery for a period of one hundred
eighty (180) days following the Closing Date and no action or claim
based thereon shall be commenced or submitted after such period and
any purported action or claim against Purchaser or its successors and
assigns based thereon commenced or submitted after such date shall be
null and void.

(d) Notwithstanding anything contained in this Section
8.2 or elsewhere in this Agreement to the contrary, Seller hereby
expressly waives, relinquishes and releases any right or remedy
available to it at law, in equity or under this Agreement to make a
claim against Purchaser for damages that Sellers may incur, or to
rescind this Agreement and the transactions contemplated hereby, as
the result of any of Purchaser's representations or warranties being
untrue, inaccurate or incorrect if (A) Sellers had actual knowledge
that such representation or warranty was untrue, inaccurate or
incorrect at the time of the Closing and Sellers nevertheless close
title hereunder, or (B) Sellers' damages as a result of such
representation or warranty being untrue, inaccurate or incorrect are
less than $100,000.00 in the aggregate. The provision of this Section
8.2(d) shall survive the Closing. Except as provided in the second
preceding sentence or otherwise qualified elsewhere in this Agreement,
each Seller shall have all remedies hereunder, at law or in equity,
for the breach of any of Purchaser's representations or warranties
contained in this Agreement.

Section 9. Costs of Transaction

Sellers shall be responsible for (a) Sellers' legal fees
attributable to the transfer of the Properties to, and the purchase money
financing of the Properties for, Purchaser including preparation and
negotiation of this Agreement and the consummation of the transactions
contemplated herein, (b) all transfer or sales taxes imposed by the states
where each of the Properties is located in connection with the transfer of the
Property to Purchaser to the extent customarily paid by a seller of real
property, (c) the Michigan Single Business Tax, if and to the extent payable by
BMI with respect to the transfer of the 000 Xxxxx Xxxxx Property and the 000
Xxxxx Xxxxx Property and (d) fee and mortgagee title insurance premiums, survey
updates, recording fees, taxes and expenses with respect to the Westgate I
Property and the Westgate II Property. All (i) additional costs attributable
to affirmative insurance and non-customary endorsements desired by Purchaser,
(ii) fee (in the case of the 000 Xxxxx Xxxxx Property), leasehold (in the case
of the 000 Xxxxx Xxxxx Property) and mortgagee title insurance premiums,
recording fees, taxes (but not transfer, sales or business taxes for which
Seller is responsible under the preceding sentence) and expenses with respect
to the 000 Xxxxx Xxxxx Property and the 800
26

Tower Drive Property and the Mortgages relating thereto, (iii) engineering,
environmental, inspection and other due diligence expenses, and (iv)
Purchaser's legal fees. All other closing expenses shall be the sole
responsibility of, and be paid by, the party that customarily pays such
expenses in the jurisdiction where the applicable Property is located. The
provisions of this Section 9 shall survive the Closing.

Section 10. Conditions Precedent to Closing

10.1 Purchaser's obligation under this Agreement to
purchase the Properties is subject to the fulfillment of each of the following
conditions, subject, however, to the provisions of Section 10.3:

(a) The representations and warranties of Sellers
contained herein shall, subject to the provisions of Section 8.1(b),
be true, accurate and correct in all material respects as of the
Closing Date, except to the extent they relate only to an earlier
date;

(b) Sellers shall be ready, willing and able to deliver
title to the Properties in accordance with the terms and conditions of
this Agreement;

(c) the Title Company shall be ready, willing and able to
issue fee and leasehold title insurance to Purchaser in accordance
with the terms and conditions of this Agreement at the Title Company's
standard rates;

(d) Sellers shall have delivered all the documents and
other items required pursuant to Section 11, and shall have performed
all other covenants, undertakings and obligations, and complied with
all conditions required by this Agreement to be performed or complied
with by the Sellers at or prior to the Closing;

(e) any net credit due from Sellers to Purchaser by
reason of Closing apportionments shall have been paid; and

(f) all consents and approvals of governmental
authorities and parties to agreements to which Seller is a party, or
by which Seller's assets are bound, that are required with respect to
the transactions contemplated by this Agreement shall have been
obtained.

10.2 Sellers' obligation under this Agreement to sell the
Properties to Purchaser is subject to the fulfillment of each of the following
conditions, subject, however to the provisions of Section 10.3:

(a) the representations and warranties of Purchaser
contained herein shall be true, accurate and correct in all material
respects as of the Closing Date;
27

(b) Purchaser shall have paid to Sellers any net Closing
apportionments due from Purchaser to Sellers;

(c) Purchaser shall have executed and delivered to
Sellers each of the Notes and Mortgages and all other documents
required under Section 7 and pursuant to the provisions of the Notes
and Mortgages;

(d) Purchaser shall have delivered to Sellers all the
documents to be executed by Purchaser set forth in Section 12 and
shall have performed all other covenants, undertakings and
obligations, and complied with all conditions required by this
Agreement to be performed or complied with by Purchaser at or prior to
the Closing;

(e) all consents and approvals of governmental
authorities and parties to agreements to which Purchaser is a party,
or by which Purchaser's assets are bound, that are required with
respect to the consummation of the transactions contemplated by this
Agreement shall have been obtained; and

(f) on or prior to Closing Date, (i) Purchaser shall not
have applied for or consented to the appointment of a receiver,
trustee or liquidator for itself or any of its assets unless the same
shall have been discharged prior to the Closing Date, and no such
receiver, liquidator or trustee shall have otherwise been appointed,
unless same shall have been discharged prior to the Closing Date, (ii)
Purchaser shall not have admitted in writing an inability to pay its
debts as they mature, (iii) Purchaser shall not have made a general
assignment for the benefit of creditors, (iv) Purchaser shall not have
been adjudicated a bankrupt or insolvent, or had a petition for
reorganization granted with respect to Purchaser, or (v) Purchaser
shall not have filed a voluntary petition seeking reorganization or an
arrangement with creditors or taken advantage of any bankruptcy,
reorganization, insolvency, readjustment or debt, dissolution or
liquidation law or statute, or filed an answer admitting the material
allegations of a petition filed against it in any proceedings under
any such law, or had any petition filed against it in any proceeding
under any of the foregoing laws unless the same shall have been
dismissed, canceled or terminated prior to the Closing Date.

10.3 In the event that any condition contained in Section
10.1 or 10.2 is not satisfied, then, unless such failure is a default by
Purchaser under Section 17.2 or a willful failure or refusal by Sellers
pursuant to Section 17.3, as the case may be, the party entitled to the
satisfaction of such condition as a condition to its obligation to close title
hereunder shall have as its sole remedy hereunder the right to elect to (a)
waive such unsatisfied condition whereupon title shall close as provided in
this Agreement or (b) terminate this Agreement. In the event such party elects
to terminate this Agreement, this Agreement
28

shall be terminated and neither party shall have any further rights,
obligations or liabilities hereunder, except for the Surviving Obligations, and
except that if Purchaser terminates the Agreement because a condition contained
in Section 10.1 is not satisfied, then Purchaser shall be entitled to a return
of the Fund, provided Purchaser is not otherwise in default hereunder. Nothing
contained in this Section 10.3 shall be construed so as to bestow any right of
termination upon a party for the failure of a condition to be satisfied unless
such party is expressly entitled to the satisfaction of such condition as
provided in Section 10.1 or 10.2.

Section 11. Documents to be Delivered by Sellers at Closing.

11.1 At the Closing, each Seller shall execute,
acknowledge and/or deliver (or cause to be delivered), as applicable, the
following to Purchaser or the Title Company:

(a) A bargain and sale deed without covenant against
grantor's acts or a special warranty deed (collectively, the "Deeds")
conveying title to the Property owned by such Seller (other than 000
Xxxxx Xxxxx) in the forms annexed hereto as Exhibit E-1 and E-2 and
made a part hereof, but with such changes as are required by the laws
of the applicable jurisdiction.

(b) A bargain and sale deed without covenant against
grantor's acts (the "Building Deed") conveying fee title to the 000
Xxxxx Xxxxx Xxxxxxxx, in the form of Exhibit F annexed hereto and made
a part hereof.

(c) An Assignment and Assumption of Ground Lease, from
BMI to Purchaser (the "Ground Lease Assignment"), conveying BMI's
leasehold interest in 000 Xxxxx Xxxxx to Purchaser, in the form of
Exhibit G-1 annexed hereto and made a part hereof, and a Restated and
Amended Ground Lease, between BMI, as landlord, and Purchaser, as
tenant, in the form of Exhibit G-2 annexed hereto and made a part
hereof.

(d) The Assignment and Assumption of Leases and Security
Deposits in the form of Exhibit H annexed hereto and made a part
hereof, assigning all of such Seller's right, title and interest in
and to the Leases, all guarantees thereof and the security deposits
thereunder in such Seller's possession, if any (the "Lease
Assignment").

(e) The Assignment and Assumption of Contracts, Licenses
and Building Plans in the form of Exhibit I annexed hereto and made a
part hereof (the "Contract and License Assignment") assigning all of
such Seller's right, title and interest in and to (i) all of the
assignable licenses, permits, certificates, approvals, authorizations
and variances issued for or with respect to the Properties by any
governmental authority (collectively, the "Licenses")
29

(ii) all assignable purchase orders, equipment leases, advertising
agreements, franchise agreements, license agreements, leasing and
brokerage agreements and other service contracts relating to the
operation of the Properties to the extent Purchaser did not in advance
notify such Seller in writing that it wanted any of such Contracts
terminated and (iii) all building plans and specifications and
guarantees and warrantees for any real or personal property being
transferred pursuant to this Agreement.

(f) The Assignment and Assumption of Intangible Property
in the form of Exhibit J annexed hereto and made part hereof assigning
all of such Seller's right, title and interest, if any, in and to all
intangible property owned by such Seller with respect to the operation
of the applicable Property listed on Schedule 14 annexed hereto and
made a part hereof, including, without limitation, any trade names
appertaining to the Properties (the "Intangible Property Assignment")
(the Lease Assignment, the Contract and License Assignment and the
Intangible Property Assignment are herein referred to collectively as
the "Assignment Agreement").

(g) Certified copies of the Ground Lease, all Leases and
New Leases and any amendments, guarantees and other documents relating
thereto together with a schedule of all tenant security deposits
thereunder and the accrued interest on such security deposits payable
to Tenants, and a good, unendorsed certified or official bank check
drawn on or by a Clearing House Bank payable to the order of
Purchaser, or a credit to Purchaser against the Purchase Price, in the
aggregate amount of such security deposits and accrued interest
thereon payable to Tenants. Sellers represent that true, executed
original counterparts of the all of the Lease are located either at
Seller's office or the offices of the Manager and, if not located at
the offices of the Manager, will be delivered to such offices within
10 Business Days after the date hereof, which shall survive the
Closing.

(h) A xxxx of sale in the form of Exhibit K annexed
hereto and made a part hereof (collectively, the "Bills of Sale"),
conveying, transferring and selling to Purchaser all right, title and
interest of such Seller in and to all Personal Property relating to
the applicable Property and being transferred pursuant to Section 1 of
this Agreement. Sellers and Purchaser agree that no portion of the
Purchase Price has been allocated to, or is otherwise attributable to,
the Personal Property.

(i) Notices to the Tenants of the Properties, in the form
of Exhibit L annexed hereto and made a part hereof, advising the
Tenants of the sale of the Properties to Purchaser and directing that
rents and other payments under the Leases thereafter continue to be
sent to Manager.
30

(j) Copies of the resolutions of (i) BMI, as to the 000
Xxxxx Xxxxx Property and the 000 Xxxxx Xxxxx Property, and (ii) the
general partner of Jared and consents signed by the limited partners
of Jared, together with a certified copy of the partnership agreement
of Jared, as to the Westgate I and II Property, authorizing the
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement to be
undertaken by such Seller certified as true and correct by the
Secretary or Assistant Secretary of BMI or such general partner of
Jared, as the case may be.

(k) Possession of the Properties, subject only to the
Permitted Encumbrances, Leases and Unacceptable Encumbrances waived in
writing by Purchaser.

(l) any required transfer tax returns, if any, and to the
extent required, the return(s) required to be filed in connection with
the Michigan Single Business Tax, together with payment of any tax
due.

(m) A "FIRPTA" certification by Sellers in the form of
Exhibit M annexed hereto and made a part hereof. Purchaser
acknowledges and agrees that upon Sellers' delivery of such
affidavits, Purchaser shall not withhold any portion of the Purchase
Price pursuant to Section 1445 of the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.

(n) A Funding Agreement, in the form of Exhibit O annexed
hereto and made a part hereof, between BDC and Purchaser, pursuant to
which BDC shall undertake to make certain payments and reimbursements
in connection with leasing management and other matters at the
Westgate I Property and the Westgate II Property.

(o) An environmental indemnity executed by each Seller
and BDC ("Sellers' Environmental Indemnity"), in the form attached
hereto as Exhibit S.

(p) To the extent requested by Purchaser and not
appropriate to leave in possession of the Manager, all files, records,
plans and specifications in Sellers' possession relating to the
construction, maintenance, operation and leasing of the Properties and
not previously delivered to Purchaser.

(p) Estoppel certificates from the Tenants listed on
Schedule 4, in the form previously approved by Purchaser, provided,
however, that failure of Sellers to obtain any such estoppel
certificates after using reasonable efforts to do so shall not
constitute a default by Sellers under this Agreement so long as Seller
delivers its estoppel certificate in the form attached hereto as
Exhibit P attached hereto with respect to any undelivered Tenant
31

estoppel, with respect to certain matters addressed in the proposed
Tenant estoppel (which Seller's estoppel shall provide that it
survives the Closing for 180 days in the manner contemplated by
Section 8.1(d) hereof).

(q) The Management Agreement, executed by the Manager.

(r) An estoppel certificate from BMI as lessee and as
lessor under the Ground Lease, in the form of Exhibit R attached
hereto, which shall certify, inter alia, that a true and correct
copy of the Ground Lease is attached.

(s) Any net apportionment credit due to Purchaser.

(t) Evidence of the authorization of BDC to execute and
deliver the documents executed and delivered by it pursuant to this
Agreement.

(u) All other documents Sellers are required to deliver
pursuant to the provisions of this Agreement.

Section 12. Documents to be Delivered by Purchaser at Closing

12.1 At the Closing, Purchaser shall execute, acknowledge
and/or deliver, as applicable, the following to the applicable Seller or
Sellers:

(a) Any net apportionment credit due to Sellers.

(b) The Notes, the Mortgages, the Assignments of Leases
and Rents, the Environmental Indemnities and all other documents
required thereunder and under Section 7 of this Agreement.

(d) The Bills of Sale.

(e) The Assignments of Leases and Rents.

(f) [Intentionally Deleted.]

(g) The Lease Assignment, the Contract and License
Assignment, and the Intangible Property Assignment.

(h) The Management Agreement.

(i) The Funding Agreement.

(j) If Purchaser is a corporation, (i) copies of the
certificate of incorporation and by-laws of Purchaser and of the
resolutions of the board of directors of Purchaser authorizing the
execution, delivery and performance of this
32

Agreement and the consummation of the transactions contemplated by
this Agreement certified as true and correct by the Secretary or
Assistant Secretary of Purchaser; (ii) a good standing certificate
issued by the state of incorporation of Purchaser, dated within thirty
(30) days of the Closing Date; (iii) a good standing certificate
issued by the appropriate authorities in the States of Michigan and
New Jersey, dated within thirty (30) days of the Closing Date; and
(iv) an incumbency certificate executed by the Secretary or Assistant
Secretary of Purchaser with respect to those officers of Purchaser
executing any documents or instruments in connection with the
transactions contemplated herein.

(k) The transfer tax returns, if any.

(l) All other documents Purchaser is required to deliver
pursuant to Section 7 and the other provisions of this Agreement.

Section 13. Operation of the Properties Prior to the
Closing Date.

13.1 Between the date hereof and the Closing Date, Sellers
agree to continue to operate and to cause Manager to continue to manage the
Properties in substantially the same manner as they were operated and managed
prior to the execution and delivery of this Agreement including preserving the
good will of all suppliers and tenants. In connection therewith:

(a) (i) no Seller may modify, extend, renew, cancel,
institute summary or other proceedings against any Tenant or terminate
any Lease as a result of a default by the Tenant thereunder, or enter
into any proposed Lease of all or any portion of the Properties
without Purchaser's consent in each instance, which consent shall not
be unreasonably withheld or delayed by Purchaser.

(ii) If any Seller enters into any new Lease, or
if there are any extensions or renewals of any Leases with
Purchaser's consent as aforesaid, whether or not such Leases
provide for their extension or renewal, or any expansion or
modification of any Leases (each, a "New Lease"), Sellers
shall keep accurate records of all expenses (collectively,
"New Lease Expenses") incurred in connection with each New
Lease. At the Closing, Purchaser shall reimburse Sellers for
all New Lease Expenses theretofore paid by one or more
Sellers, if any, except that if the term of any New Lease
shall have commenced prior to the Closing Date, the New Lease
Expenses attributable to such New Lease shall be amortized
over the term thereof, and the applicable Seller shall be
responsible for such New Lease Expenses allocable to the
period prior to the Closing Date. The
33

provisions of this Section 13.1(a)(ii) shall survive the
Closing.

(b) Sellers make no representations and assume no
responsibility with respect to the continued occupancy of the
Properties or any part thereof by any Tenant. Subject to compliance
by the applicable Seller with the provisions of Section 13.1(a) above,
the removal of a Tenant, whether by summary proceedings or otherwise,
prior to the Closing Date, shall not give rise to any claim on the
part of Purchaser. Further, Purchaser agrees that it shall not be
grounds for Purchaser's refusal to close this transaction that any
Tenant is in default under its Lease on the Closing Date and Purchaser
shall accept title subject to such default without credit against, or
reduction of, the Purchase Price.

(c) Sellers shall not modify, extend, renew or cancel
(except as a result of a default by the other party thereunder) any
Contracts, or enter into any new Contract without Purchaser's prior
consent in each instance, which consent shall not be unreasonably
withheld or delayed, and if withheld, Purchaser shall promptly give
Sellers a notice stating the reasons therefor.

(d) Sellers will keep in force and effect with respect to
the Properties the insurance policies currently carried by Sellers or
policies providing similar coverage.

(e) From the date hereof until the Closing, Sellers shall
not withdraw, settle or otherwise compromise any protest or reduction
proceedings relating to the assessed valuation of the Properties for
any tax year subsequent to the tax year in which the Closing occurs or
the tax year in which the Closing occurs. Each Seller shall, at
Closing, assign to Purchaser, without representation, warranty or
recourse of any kind, all of such Seller's right, title and interest
(if any) in and to any then pending protests or reduction proceedings
relating to the assessed valuation of the Properties for any fiscal
tax year(s) subsequent to the respective tax years in which the
Closing occurs and, subject to the succeeding provisions of this
Section 13.1(e), for the tax year in which the Closing occurs,
whereupon Purchaser shall be authorized to continue and control the
progress of, and to make all decisions with respect to, any such
proceedings. All net tax refunds and credits attributable to any tax
year prior to the tax year in which the Closing occurs shall belong to
and be the property of Sellers. All net tax refunds and credits
attributable to any tax year subsequent to the tax year in which the
Closing occurs shall belong to and be the property of Purchaser. All
net tax refunds and credits attributable to the tax year in which the
Closing occurs shall be divided between Sellers and Purchaser in
accordance with the apportionment of taxes pursuant to the provisions
of this
34

Agreement, after deducting therefrom a pro rata share of all expenses,
including, without limitation, counsel fees and disbursements and
consultant's fees, incurred in obtaining such refund, the allocation
of such expenses to be based upon the total refund obtained in such
proceeding and in any other proceeding simultaneously involved in the
trial or settlement. Each party agrees reasonably to cooperate with
the other party in connection with the prosecution of any such
proceedings and to take all steps, whether before or after the Closing
Date, as may be necessary to carry out the intention of the foregoing,
including, without limitation, the delivery to the other party, upon
demand, of any relevant books and records, including receipted tax
bills and canceled checks used in payment of such taxes to the extent
in the possession of such first party or its agents, the execution of
any and all consents or other documents, and the undertaking of any
act reasonably necessary for the collection of such refund by the
requesting party. All tax refunds to be paid to either party after
the Closing as contemplated under this Section 13(e) shall be net of
any amounts due to Tenants at the Properties on account of any such
tax refunds, and Sellers and Purchaser shall jointly determine such
amount(s) (if any) due Tenants and direct the Sellers' tax protest or
certiorari counsel to deduct such amounts from the gross tax refund
and forward the same to the appropriate Tenant(s) prior to making any
payment to Sellers or Purchaser (as the case may be). The provisions
of this Section 13.1(e) shall survive the Closing.

13.2 Each Seller will cause the Manager to cause to be
delivered to Purchaser an unaudited financial statement for 1995 with respect
to such Seller's Property, in the form contemplated by Section 9(a) of the
applicable Property Management and Leasing Agreement, by or before March 31,
1996 and will cause an audited financial statement for 1995 to be delivered to
Purchaser no later than May 31, 1996.

Section 14. As Is

14.1 Purchaser expressly acknowledges and agrees to accept
title to the Properties on an "as-is-where-is and with all faults" basis except
as otherwise provided herein.

14.2 This Agreement, as written, contains all the terms of
the agreement entered into between the parties as of the date hereof, and
Purchaser acknowledges that neither Sellers nor any of Sellers' Affiliates, nor
any of their respective agents or representatives, have made any
representations or held out any inducements to Purchaser, and Sellers hereby
specifically disclaim any representations, oral or written, past, present or
future, other than those specifically set forth in Section 8.1 and Section 15.1
or elsewhere in this Agreement. Without limiting the generality of the
foregoing, Purchaser has not relied on any representations or warranties, and
neither Sellers
35

nor any of Sellers' Affiliates, nor any of their agents or representatives has
or is willing to make any representations or warranties, express or implied,
other than as may be expressly set forth herein, as to (a) the status of title
to the Properties, (b) the Leases, (c) the Contracts, (d) the Licenses, (e) the
current or future real estate tax liability, assessment or valuation of the
Properties; (f) the potential qualification of the Properties for any and all
benefits conferred by any Laws, whether for subsidies, special real estate tax
treatment, insurance, mortgages or any other benefits, whether similar or
dissimilar to those enumerated; (g) the compliance of the Properties in their
current or any future state with applicable Laws or any violations thereof,
including, without limitation, those relating to access for the handicapped,
environmental or zoning matters, and the ability to obtain a change in the
zoning or a variance in respect to the Properties' non-compliance, if any, with
zoning Laws; (h) the nature and extent of any right-of-way, lease, possession,
lien, encumbrance, license, reservation, condition or otherwise; (i) the
availability of any financing for the purchase, alteration, rehabilitation or
operation of the Properties from any source, including, without limitation, any
government authority or any lender; (j) the current or future use of the
Properties; (k) the present and future condition and operating state of any
Personal Property and the present or future structural and physical condition
of the Buildings, their suitability for rehabilitation or renovation, or the
need for expenditures for capital improvements, repairs or replacements
thereto; (l) the viability or financial condition of any Tenant; (m) the status
of the leasing market in which the Properties is located; or (n) the actual or
projected income or operating expenses of the Properties.

14.3 Purchaser acknowledges that Sellers have afforded
Purchaser the opportunity for full and complete investigations, examinations
and inspections of the Properties and all Property Information. Purchaser
acknowledges and agrees that (a) the Property Information delivered or made
available to Purchaser and Purchaser's Representatives by Sellers or Sellers'
Affiliates, or any of their agents or representatives, may have been prepared
by third parties and may not be the work product of Sellers and/or any of
Sellers' Affiliates; (b) neither Sellers nor any of Sellers' Affiliates have
made any independent investigation or verification of, or has any knowledge of,
the accuracy or completeness of, the Property Information, except as and to the
extent specifically set forth in Section 8.1(a) or elsewhere in this Agreement;
(c) all Property Information delivered or made available to Purchaser and
Purchaser's Representatives has been furnished to each of them at the request,
and for the convenience, of Purchaser; (d) except as specifically set forth in
Section 8.1(a) or elsewhere in this Agreement and in the Schedules delivered by
Sellers pursuant thereto, Purchaser is relying solely on its own
investigations, examinations and inspections of the Properties and those of
Purchaser's Representatives and is not relying in any way on the Property
Information furnished by Sellers or any of Sellers' Affiliates,
36

or any of their agents or representatives; and (e) except as specifically set
forth in Section 8.1(a) or elsewhere in this Agreement, Sellers expressly
disclaim any representations or warranties with respect to the accuracy or
completeness of the Property Information.

14.4 Purchaser, or anyone claiming by, through or under
Purchaser, hereby fully and irrevocably releases Sellers and Sellers'
Affiliates, and their agents and representatives, from any and all claims that
it may now have or hereafter acquire against Sellers or Sellers' Affiliates, or
their respective agents or representatives, for any cost, loss, liability,
damage, expense, action or cause of action, whether foreseen or unforeseen,
arising from or related to any construction defects, construction errors or
omissions on or in the Properties, except for claims against Sellers based upon
any representations, warranties, obligations or liabilities of Sellers
expressly provided in this Agreement.

14.5 Purchaser acknowledges that it has inspected the
Properties, is acquainted with and accepts their condition, and has reviewed,
to the extent necessary in its discretion, all the Property Information.
Sellers shall not be liable or bound in any manner by any oral or written
"setups" or information pertaining to the Properties or the rents furnished by
Sellers (except to the extent expressly set forth in Section 8.1 hereof or
elsewhere in this Agreement), Sellers' Affiliates, their agents or
representatives, any real estate broker, or other person.

14.6 The provisions of this Section 14 shall survive the
termination of this Agreement and the Closing.

Section 15. Broker

15.1 Sellers shall pay the commission(s), if any, due and
owing to Xxxx X. Xxxxxxx of Amedex, L.P. and/or Xxxxxx X. Xxxx (the "Broker")
pursuant to a separate agreement. Purchaser agrees to indemnify, defend and
hold Sellers harmless from and against any and all claims, causes of action,
losses, costs, expenses, damages or liabilities, including reasonable
attorneys' fees and disbursements, which one or both Sellers may sustain, incur
or be exposed to by reason of any claim or claims by any other broker, finder
or other person, for fees, commissions or other compensation arising out of the
transactions contemplated in this Agreement, if and to the extent such claim or
claims by any broker, finder or other person are based in whole or in part on
dealings or agreements with Purchaser. Sellers agree to indemnify, defend and
hold Purchaser harmless from and against any and all claims, causes of action,
losses, costs, expenses, damages or liabilities, including reasonable
attorneys' fees and disbursements, which Purchaser may sustain, incur or be
exposed to by reason of any claim or claims (i) by Broker, and (ii) by any
other broker, finder or other person, for fees, commissions or other
compensation arising out of the transactions
37

contemplated in this Agreement, if and to the extent such claim or claims by
any other broker, finder or other person are based in whole or in part on
dealings or agreements with one or both Sellers.

15.2 The obligations contained in this Section 15 shall
survive the termination of this Agreement and the Closing.

Section 16. Casualty; Condemnation

16.1 Damage or Destruction: If a "material" part (as
hereinafter defined) of one or more of the Properties is damaged or destroyed
by fire or other casualty, the applicable Seller or Sellers shall notify
Purchaser of such fact and, except as hereinafter provided, Purchaser shall
have the option to terminate this Agreement, as to the damaged Property only,
upon notice to Sellers given not later than ten (10) business days after
receipt of such notice from the applicable Seller or Sellers. If this
Agreement is so terminated as to such Property, the provisions of Section 16.4
shall apply. If (a) Purchaser does not elect to so terminate this Agreement,
or (b) there is damage to or destruction a portion of a Property, which is not
"material", as such term is hereinafter defined, Purchaser shall close title as
provided in this Agreement and, at the Closing, the applicable Seller shall,
unless and to the extent such Seller has repaired such damage or destruction
prior to the Closing, (A) pay over to Purchaser the proceeds of any insurance
collected by Seller on account of such damage or destruction, plus the amount
of the deductible applied in determining Seller's insurance award, less the
amount of all out-of-pocket costs incurred by Sellers in connection with the
repair of such damage or destruction, and (B) assign and transfer to Purchaser
all right, title and interest of Sellers in and to any uncollected insurance
proceeds which Sellers may be entitled to receive on account of such damage or
destruction. A "material" part of any Property shall be deemed to have been
damaged or destroyed if (a) the cost of repair or replacement shall be equal to
$500,000 or more, as reasonably estimated by an independent engineer selected
by Sellers and reasonably approved by Purchaser, or (b) any Tenant under a
Lease demising in excess of fifty percent (50%) of the rentable area of such
damaged Property shall have irrevocably terminated its Lease on account of such
damage or destruction.

16.2 Condemnation: If, prior to the Closing Date, all or
any "significant" portion (as hereinafter defined) of any of the Properties is
taken by eminent domain or condemnation (or is the subject of a pending taking
which has not been consummated), Sellers shall notify Purchaser of such fact
and the Purchaser shall have the option to terminate this Agreement as to such
Property upon notice to the Sellers given not later than ten (10) days after
receipt of the Sellers' notice. If this Agreement is so terminated, the
provisions of Section 16.4 shall apply. If Purchaser does not elect to
terminate this Agreement, or if the portion of such Property which is taken by
eminent domain or condemnation is not significant, then, at the Closing,
Sellers
38

shall assign all of its rights in connection with such taking to Purchaser, and
shall turn over to Purchaser, and Purchaser shall be entitled to receive and
keep, all awards, or other proceeds for such taking by eminent domain or
condemnation. A "significant" portion of a Property means a taking (i) of
any portion of the Buildings, (ii) of twenty-five percent (25%) or more of the
land relating to such Property, (iii) which reduces the remaining available
number of parking spaces at such Property below the minimum legally required or
the minimum required under any Lease, or (iv) which materially interferes with
access to or from such Property.

16.3 Notwithstanding anything contained in Section 16.1
and Section 16.2 to the contrary, if this Agreement is not terminated as to a
Property as provided in Section 16.1 or Section 16.2 and the insurance, eminent
domain or condemnation proceeds payable with respect to any of the Properties
as a result of any casualty or taking exceeds the Purchase Price allocated to
such Property pursuant to Section 2.1 hereof, the applicable Seller's
obligation to pay over to Purchaser those proceeds paid to such Seller prior to
the Closing shall be limited to the amount of the Purchase Price for such
Property, and such Seller shall be entitled to retain the remainder of such
proceeds. To the extent that payment of all or any portion of such proceeds
does not occur prior to the Closing, the parties agree that such Seller shall
be entitled to that portion of the proceeds in excess of the Purchase Price,
which agreement shall survive the Closing.

16.4 If Purchaser elects to terminate this Agreement as to
any one or more of the Properties pursuant to Section 16.1 or 16.2, neither
party shall have any further rights, obligations or liabilities hereunder with
respect to such Property or Properties, except for the Surviving Obligations
with respect thereto. No such partial termination shall entitle Purchaser to a
return of any portion of the Fund.

Section 17. Remedies

17.1 If the Closing fails to occur as to any one or more
of the Properties, by reason of any Seller's inability (including, without
limitation, Seller's inability to eliminate Unacceptable Encumbrances as set
forth in Section 6.2) to perform its obligations under this Agreement, then
Purchaser, as its sole remedy for such inability of Sellers, may terminate this
Agreement as to such Property or Properties by notice to Sellers. If Purchaser
so elects to terminate this Agreement, neither party shall have any further
rights, obligations or liabilities hereunder with respect to such Property or
Properties, except for the Surviving Obligations with respect thereto. Except
as set forth in this Section 17.1, Purchaser hereby expressly waives,
relinquishes and releases any other right or remedy available to it at law, in
equity or otherwise by reason of Sellers' inability to perform its obligations
hereunder.
39

17.2 In the event of a default in the performance of its
obligations hereunder by Purchaser as a result of which the Closing fails to
occur as to one or more of the Properties, then Sellers sole remedy shall be to
terminate this Agreement by notice to Purchaser and to retain the Fund as
liquidated damages for all loss, damage and expenses suffered by Sellers, it
being agreed that Sellers' damages are impossible to ascertain, and following
such termination, neither party shall have any further rights, obligations or
liabilities hereunder except as specifically set forth in this Agreement.

17.3 If the Closing as to one or more Properties fails to
occur by reason of the willful failure or refusal of one or both Sellers to
perform its obligations hereunder, then subject to the succeeding provisions of
this Section 17.3, Purchaser, as its sole remedy hereunder, may (a) either
terminate this Agreement by notice to Sellers and xxx for damages, or (b) seek
specific performance from Sellers; provided, however, that Purchaser's action
for specific performance may request damages if specific performance is not
available. As a condition precedent to Purchaser exercising either such
remedy, Purchaser must commence such an action within ninety (90) days after
the occurrence of such default. Purchaser agrees that its failure to timely
commence such an action for damages or specific performance within such ninety
(90) day period shall be deemed a waiver by it of its right to commence such an
action. In any action for damages under this Section 17.3, Sellers agree that
Purchaser shall be entitled to recover from Sellers, as liquidated damages, and
not as a penalty, Sellers hereby acknowledging that Purchaser's damages are
impossible to ascertain, an amount equal to Twelve Million Dollars
($12,000,000). In any action for liquidated damages, such liquidated damages
shall be in addition to Sellers' liability to cause the Fund to be returned to
Purchaser.

Section 18. Purchaser's Access to the Properties

18.1 Purchaser and Purchaser's Representatives shall have
the right to enter upon the Properties for the sole purpose of
inspecting the Properties and making surveys, soil borings,
engineering tests and other investigations, inspections and tests
(collectively, "Investigations"), provided (a) Purchaser shall give
Sellers not less than two business days' prior notice before the first
such entry and one (1) day's prior notice before each subsequent
entry, (b) the first such notice shall include sufficient information
to permit Sellers to review the scope of the proposed Investigations,
and (c) neither Purchaser nor Purchaser's Representatives shall permit
any borings, drillings or samplings to be done on any of the
Properties without Sellers' prior written consent. Any entry upon the
Properties and all Investigations shall be during Sellers' normal
business hours and at the sole risk and expense of Purchaser and
Purchaser's Representatives, and shall not unreasonably interfere with
the activities on or about the
40

Properties of Sellers, its tenants and their employees and invitees.
Purchaser shall:

(a) promptly repair any damage to the Properties
resulting from any such Investigations and replace, refill and regrade
any holes made in, or excavations of, any portion of the Properties
used for such Investigations so that the Properties shall be in the
same condition that it existed in prior to such Investigations;

(b) fully comply with all Laws applicable to the
Investigations and all other activities undertaken in connection
therewith;

(d) take all actions and implement all protections
necessary to ensure that all actions taken in connection with the
Investigations, and the equipment, materials, and substances
generated, used or brought onto the Properties pose no threat to the
safety or health of persons or the environment, and cause no damage to
the Properties or other property of Sellers or other persons;

(e) furnish to Sellers, at no cost or expense to Sellers,
copies of all surveys, soil test results, engineering, asbestos,
environmental and other studies and reports relating to the
Investigations which Purchaser shall obtain with respect to the
Properties promptly after Purchaser's receipt of same;

(f) maintain or cause to be maintained, at Purchaser's
expense, a policy of commercial general liability insurance, and with
a combined single limit of not less than $1,000,000 per occurrence for
bodily injury and property damage, automobile liability coverage
including owned and hired vehicles with a combined single limit of
$1,000,000 per occurrence for bodily injury and property damage, and
an excess umbrella liability policy for bodily injury and property
damage in the amount of $5,000,000, insuring Purchaser and Sellers and
Sellers' Affiliates, as additional insureds, against any injuries or
damages to persons or property that may result from or are related to
(i) Purchaser's and/or Purchaser's Representatives' entry upon the
Properties, (ii) any Investigations or other activities conducted
thereon, and (iii) any and all other activities undertaken by
Purchaser and/or Purchaser's Representatives, all of which insurance
shall be on an "occurrence form" and otherwise in such forms and with
an insurance company reasonably acceptable to Sellers, and deliver a
copy of such insurance policy to Sellers prior to the first entry on
the Properties;
41

(g) not allow the Investigations or any and all other
activities undertaken by Purchaser or Purchaser's Representatives to
result in any liens, judgments or other encumbrances being filed or
recorded against the Properties, and Purchaser shall, at its sole cost
and expense, promptly discharge of record any such liens or
encumbrances that are so filed or recorded (including liens for
services, labor or materials furnished); and

(h) indemnify Sellers and Sellers' Affiliates and hold
Sellers and Sellers' Affiliates harmless from and against any and all
claims, demands, causes of action, losses, damages, liabilities, costs
and expenses (including reasonable attorneys' fees and disbursements),
suffered or incurred by Sellers or any of Sellers' Affiliates and
arising out of or in connection with (i) Purchaser's and/or
Purchaser's Representatives' entry upon the Properties, (ii) any
Investigations or other activities conducted thereon by Purchaser or
Purchaser's Representatives, (iii) any Liens or other encumbrances
filed or recorded against the Properties as a consequence of the
Investigations or any and all other activities undertaken by Purchaser
or Purchaser's Representatives, and/or (iv) any and all other
activities undertaken by Purchaser or Purchaser's Representatives with
respect to the Properties.

18.2 The provisions of this Section 18 shall survive the
termination of this Agreement and the Closing.

Section 19. Indemnification.

19.1. Purchaser's Indemnification. Purchaser shall
indemnify Sellers and hold and save Sellers harmless of and from any and all
loss, cost, damage, injury or expense (including, without limitation,
reasonable attorneys' fees and expenses) arising out of or in any way related
to (a) any Michigan Single Business Tax now or hereafter payable by Purchaser
or assessed or imposed or levied against BMI by reason of Purchaser's operation
or any subsequent sale of the 000 Xxxxx Xxxxx Property and/or the 000 Xxxxx
Xxxxx Property, including, without limitation, all interest, fines, penalties
resulting from any non-payment thereof, and (b) any and all leasing commissions
due or which may become due to any broker (other than Manager or any other
affiliate of any Seller) with respect to any extension or renewal term of any
Lease beyond the current term of such Lease as such term is in effect as of the
Closing Date or any expansion of the space demised under any Lease. No leasing
or brokerage commissions shall be due or payable to any Seller or any affiliate
of any Seller except as expressly provided in the Management Agreements.

19.2. Seller's Indemnification. With respect to a Seller's
Property, such Seller shall indemnify Purchaser and hold and save Purchaser
harmless of and from any and all loss, cost,
42

damage, injury or expense (including, without limitation, reasonable attorneys'
fees and expenses) arising out of or in any way related to (a) in the case of
BMI, any Michigan Single Business Tax now or hereafter payable by BMI or
assessed or imposed or levied against Purchaser or the 000 Xxxxx Xxxxx Property
or the 000 Xxxxx Xxxxx Property by reason of BMI's prior ownership or operation
(or acquisition or disposition) of the 000 Xxxxx Xxxxx Property and/or the 000
Xxxxx Xxxxx Property, including, without limitation, all interest, fines,
penalties resulting from any non-payment thereof, (b) all costs of remedying
violations which relate to conditions existing at the Properties as of the
Closing Date, to the extent noted of record on the Closing Date or within 90
days thereafter, (c) any and all leasing commissions due or to become due to
any broker not affiliated with such Seller, with respect to the current term of
any Lease, but not with respect to any extension or renewal thereof beyond such
current term as such term is in effect as of the Closing Date or with respect
to any expansion of the space demised under any Lease, (d) any and all leasing
commissions due or to become due to the Manager or any other affiliate of any
Seller with respect to the renewal, extension, expansion or execution of a new
lease by any existing tenant at such Seller's Property, and (e) any refund due
to a Tenant arising out of amounts billed to and paid by such Tenant for any
period prior to the date hereof which the Tenant was not obligated to pay.

19.3 Survival. The provisions of this Section 19 shall
survive the Closing.

Section 20. Escrow

20.1 If this Agreement is executed prior to the Closing
Date, Escrow Agent shall hold the Downpayment and all interest accrued thereon,
if any (collectively, the "Fund") in escrow and shall dispose of the Fund only
in accordance with the provisions of this Section 20.

20.2 Escrow Agent shall deliver the Fund to Sellers or
Purchaser, as the case may be, as follows:

(a) to Sellers, upon completion of the Closing; or

(b) to Sellers, after receipt of Sellers' demand in which
Sellers certifies either that (i) Purchaser has defaulted under this
Agreement, or (ii) this Agreement has been otherwise terminated or
canceled, and Sellers is thereby entitled to receive the Fund; but
Escrow Agent shall not honor Sellers' demand until more than ten (10)
days after Escrow Agent has given a copy of Sellers' demand to
Purchaser in accordance with Section 20.3(a), nor thereafter if Escrow
Agent receives a Notice of Objection from Purchaser within such ten
(10) day period; or

defaulted under this Agreement, or (ii) this Agreement has been
otherwise terminated or canceled, and Purchaser is thereby entitled to
receive the Fund; but Escrow Agent shall not honor Purchaser's demand
until more than ten (10) days after Escrow Agent has given a copy of
Purchaser's demand to Sellers in accordance with Section 20.3(a), nor
thereafter if Escrow Agent receives a Notice of Objection from Sellers
within such ten (10) day period. Upon delivery of the Fund, Escrow
Agent shall be relieved of all liability hereunder and with respect to
the Fund. Escrow Agent shall deliver the Fund, at the election of the
party entitled to receive the same, by (i) a good, unendorsed
certified check of Escrow Agent payable to the order of such party,
(ii) an unendorsed official bank or cashier's check payable to the
order of such party, or (iii) a bank wire transfer of immediately
available funds to an account designated by such party.

20.3 (a) Upon receipt of a written demand from Sellers
or Purchaser under Section 20.2(b) or (c), Escrow Agent shall send a copy of
such demand to the other party. Within ten (10) days after the date of
receiving same, but not thereafter, the other party may object to delivery of
the Fund to the party making such demand by giving a notice of objection (a
"Notice of Objection") to Escrow Agent. After receiving a Notice of Objection,
Escrow Agent shall send a copy of such Notice of Objection to the party who
made the demand; and thereafter, in its sole and absolute discretion, Escrow
Agent may elect either (i) to continue to hold the Fund until Escrow Agent
receives a written agreement of Purchaser and Sellers directing the
disbursement of the Fund, in which event Escrow Agent shall disburse the Fund
in accordance with such agreement; and/or (ii) to take any and all actions as
Escrow Agent deems necessary or desirable, in its sole and absolute discretion,
to discharge and terminate its duties under this Agreement, including, without
limitation, depositing the Fund into any court of competent jurisdiction and
bringing any action of interpleader or any other proceeding; and/or (iii) in
the event of any litigation between Sellers and Purchaser, to deposit the Fund
with the clerk of the court in which such litigation is pending.

(b) If Escrow Agent is uncertain for any reason whatsoever as to
its duties or rights hereunder (and whether or not Escrow Agent has received
any written demand under Section 20.2(b) or (c), or Notice of Objection under
Section 20.3(a)), notwithstanding anything to the contrary herein, Escrow Agent
may hold and apply the Fund pursuant to Section 20.3(a)(i), (ii) or (iii) and
may decline to take any other action whatsoever. In the event the Fund is
deposited in a court by Escrow Agent pursuant to Section 20.3(a)(ii) or (iii),
Escrow Agent shall be entitled to rely upon the decision of such court. In the
event of any dispute whatsoever among the parties with respect to disposition
of the Fund, (i) Purchaser and Sellers shall pay the attorney's fees and costs
incurred by Escrow Agent (which said parties shall share equally, but for which
said parties shall be
44

jointly and severally liable) for any litigation in which Escrow Agent is named
as, or becomes, a party and (ii) as between Purchaser and Sellers, the
non-prevailing party shall pay the reasonable attorneys' fees and costs of the
prevailing party.

20.4 Notwithstanding anything to the contrary in this
Agreement, within one (1) business day after the date of this Agreement, Escrow
Agent shall place the Downpayment in an Approved Investment. The interest, if
any, which accrues on such Approved Investment shall be deemed part of the
Fund; and Escrow Agent shall dispose of such interest as and with the Fund
pursuant to this Agreement. Escrow Agent may not commingle the Fund with any
other funds held by Escrow Agent. Escrow Agent may convert the Fund from the
Approved Investment into cash or a non-interest-bearing demand account at an
Approved Institution as follows:

(a) at any time within seven (7) days prior to the
Closing Date; or

(b) if the Closing Date is accelerated or extended, at
any time within seven (7) days prior to the accelerated or extended
Closing Date (provided, however, that Sellers and Purchaser shall give
Escrow Agent timely notice of any such acceleration or extension and
that Escrow Agent may hold the Fund in cash or a non-interest-bearing
deposit account if Sellers and Purchaser do not give Escrow Agent
timely notice of any such adjournment).

20.5 As used herein, the term "Approved Investment" means
(a) any interest-bearing demand account or money market fund in Citibank, N.A.
located in the City of New York or in any other institution otherwise approved
by both Sellers and Purchaser (collectively, an "Approved Institution"), or (b)
any other investment approved by both Sellers and Purchaser. The rate of
interest or yield need not be the maximum available and deposits, withdrawals,
purchases, reinvestment of any matured investment and sales shall be made in
the sole discretion of Escrow Agent, which shall have no liability whatsoever
therefor. Discounts earned shall be deemed interest for the purpose hereof.

20.6 Escrow Agent shall have no duties or responsibilities
except those set forth herein, which the parties hereto agree are ministerial
in nature. Sellers and Purchaser acknowledge that Escrow Agent is serving
without compensation, solely as an accommodation to the parties hereto, and
except for Escrow Agent's own willful default, misconduct or gross negligence,
Escrow Agent shall have no liability of any kind whatsoever arising out of or
in connection with its activity as Escrow Agent. Sellers and Purchaser jointly
and severally agree to and do hereby indemnify and hold harmless Escrow Agent
from all loss, cost, claim, damage, liability, and expense (including
reasonable attorney's fees and disbursements whether paid to retained attorneys
or representing the fair value of legal
45

services rendered to itself) which may be incurred by reason of its acting as
Escrow Agent provided the same is not the result of Escrow Agent's willful
default, misconduct or gross negligence. Escrow Agent may charge against the
Fund any amounts owed to it under the foregoing indemnity or may withhold the
delivery of the Fund as security for any unliquidated claim, or both.

20.7 Any Notice of Objection, demand or other notice or
communication which may or must be sent, given or made under this Agreement to
or by Escrow Agent shall be sent in accordance with the provisions of Section
23.

20.8 Simultaneously with their execution and delivery of
this Agreement, Purchaser and Sellers shall furnish Escrow Agent with their
true Federal Taxpayer Identification Numbers so that Escrow Agent may file
appropriate income tax information returns with respect to any interest in the
Fund or other income from the Approved Investment. The party ultimately
entitled to any accrued interest in the Fund shall be the party responsible for
the payment of any tax due thereon.

20.9 Sellers and Purchaser waive any claim of conflict of
interest by reason of Escrow Agent's actions in that capacity under this
Agreement. Purchaser hereby acknowledges that Escrow Agent is the attorney for
the Sellers, and agrees that Escrow Agent may represent Sellers in connection
with any and all matters, including without limitation, the transaction
contemplated by this Agreement and any litigation, including any action arising
out of this Agreement; provided that in no event shall Purchaser be responsible
for payment of any fees incidental to any such representation.

20.10 Any amendment of this Agreement which could alter or
otherwise affect Escrow Agent's obligations hereunder will not be effective
against or binding upon Escrow Agent without Escrow Agent's prior consent,
which consent may be withheld in Escrow Agent's sole and absolute discretion.

20.11 The provisions of this Section 20 shall survive the
termination of this Agreement and the Closing.

Section 21. Assignment

21.1 Purchaser shall not assign all or any portion of its
rights under this Agreement to any person or entity without the prior written
consent of Sellers, which consent may be withheld in Sellers' sole and absolute
discretion; provided, however, that Sellers shall not unreasonably withhold
consent to an assignment to a subsidiary or Affiliate of Purchaser. Any
assignment or attempted assignment by Purchaser shall constitute a default by
Purchaser hereunder and shall be null and void.

Section 22. Access to Records
46

22.1 For a period of five (5) years subsequent to the
Closing Date, Sellers, Sellers' Affiliates and their employees, agents and
representatives shall be entitled to access during business hours to all
documents, books and records given to Purchaser by Sellers at the Closing for
tax and audit purposes, regulatory compliance, and cooperation with
governmental investigations upon reasonable prior notice to Purchaser, and
shall have the right, at its sole cost and expense, to make copies of such
documents, books and records to extent such records are still in Purchaser's
possession.

Section 23. Notices

23.1 All notices, elections, consents, approvals, demands,
objections, requests or other communications which Sellers, Purchaser or Escrow
Agent may be required or desire to give pursuant to, under or by virtue of this
Agreement must be in writing and sent by (a) first class U.S. certified or
registered mail, return receipt requested, with postage prepaid, (b) by
depositing the same into the custody of a nationally recognized overnight
delivery service such as Federal Express Corporation, Airborne Express, Xxxxx
or Purolator; (c) by hand delivery with proof of service endorsed thereon; or
(d) by telecopier provided it is also delivered by express mail or courier
(within the next two (2) business days). All such notices, elections,
consents, approvals, demands, objections, requests or other communications sent
in compliance with the provisions hereof shall be deemed given and received on
(i) the second business day following the date it is deposited in the U.S.
Mail, (ii) the date it is delivered to the other party if sent by U.S. Express
Mail, overnight delivery or hand delivery or (iii) the date it is delivered to
the other party if sent by telecopier provided it is confirmed by express mail
or courier (for next business day delivery). From time to time either party
may designate another address or addresses for all purposes of this Agreement
by a notice given to all other parties in accordance with the provisions
hereof. For purposes of this Section 23.1, the addresses of the parties shall
be as follows:

If to Sellers:
c/o Bellemead Development Corporation
280 Corporate Center
Four Xxxxxx Farm Road
Roseland, New Jersey 07068
Attention: Xx. Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
47

with a copy to:

Xxxxxxx Xxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000

If to Purchaser:

New Valley Corporation
000 X.X. Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000

with a copy to:

Xxxxxx and Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000

If to Escrow Agent:
Xxxxxxx Xxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
Telephone: (000) 000-0000

23.2 Sellers, Purchaser or Escrow Agent may designate
another addressee or change its address for notices and other communications
hereunder by a notice given to the other parties in the manner provided in this
Section 23.

23.3 Any notice or other communication hereunder given by
any Seller shall be deemed given by all Sellers.

23.4 Notices and other communications given by the
attorneys, respectively, for Sellers or Purchaser shall be deemed given by,
respectively, Sellers or Purchaser.

Section 24. [Intentionally deleted.]

Section 25. Miscellaneous

25.1 This Agreement shall not be altered, amended,
changed, waived, terminated or otherwise modified in any respect or particular,
and no consent or approval required pursuant to
48

this Agreement shall be effective, unless the same shall be in writing and
signed by or on behalf of the party to be charged.

25.2 This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and to their respective heirs, executors,
administrators, successors and permitted assigns.

25.3 All prior statements, understandings, representations
and agreements between the parties, oral or written, are superseded by and
merged in this Agreement, which alone fully and completely expresses the
agreement between them in connection with this transaction and which is entered
into after full investigation, neither party relying upon any statement,
understanding, representation or agreement made by the other not embodied in
this Agreement. This Agreement shall be given a fair and reasonable
construction in accordance with the intentions of the parties hereto, and
without regard to or aid of canons requiring construction against Sellers or
the party drafting this Agreement.

25.4 Except as otherwise expressly provided herein,
Purchaser's acceptance of the Deed shall be deemed a discharge of all of the
obligations of Sellers hereunder and all of Sellers' representations,
warranties, covenants and agreements herein shall merge in the documents and
agreements executed at the Closing and shall not survive the Closing.

25.5 Purchaser agrees that it does not have and will not
have any claims or causes of action against any disclosed or undisclosed
officer, director, employee, trustee, shareholder, partner, principal, parent,
subsidiary or other affiliate of Sellers, including Bellemead Development
Corporation and The Chubb Corporation (collectively, "Sellers' Affiliates"),
arising out of or in connection with this Agreement or the transactions
contemplated hereby. Except as expressly provided in the Funding Agreement and
Sellers' Environmental Indemnity, Purchaser agrees to look solely to Sellers
and their assets for the satisfaction of any liability or obligation arising
under this Agreement or the transactions contemplated hereby, or for the
performance of any of the covenants, warranties or other agreements contained
herein, and further agrees not to xxx or otherwise seek to enforce any personal
obligation against any of Sellers' Affiliates with respect to any matters
arising out of or in connection with this Agreement or the transactions
contemplated hereby. Without limiting the generality of the foregoing
provisions of this Section 25.5, Purchaser hereby unconditionally and
irrevocably waives any and all claims and causes of action of any nature
whatsoever it may now or hereafter have against Sellers' Affiliates, and hereby
unconditionally and irrevocably releases and discharges Sellers' Affiliates
from any and all liability whatsoever which may now or hereafter accrue in
favor of Purchaser against Sellers' Affiliates, in connection with or arising
out of this Agreement or the transactions contemplated
49

hereby. The provisions of this Section 25.5 shall survive the termination of
this Agreement and the Closing.

25.6 Purchaser agrees that, wherever this Agreement
provides that Purchaser must send or give any notice, make an election or take
some other action within a specific time period in order to exercise a right or
remedy it may have hereunder, time shall be of the essence with respect to the
taking of such action, and Purchaser's failure to take such action within the
applicable time period shall be deemed to be an irrevocable waiver by Purchaser
of such right or remedy.

25.7 No failure or delay of either party in the exercise
of any right or remedy given to such party hereunder or the waiver by any party
of any condition hereunder for its benefit (unless the time specified herein
for exercise of such right or remedy has expired) shall constitute a waiver of
any other or further right or remedy nor shall any single or partial exercise
of any right or remedy preclude other or further exercise thereof or any other
right or remedy. No waiver by either party of any breach hereunder or failure
or refusal by the other party to comply with its obligations shall be deemed a
waiver of any other or subsequent breach, failure or refusal to so comply.

25.8 Neither this Agreement nor any memorandum thereof
shall be recorded and any attempted recordation hereof shall be void and shall
constitute a default.

25.9 This Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all of which taken together shall constitute but one and the same
instrument.

25.10 Each of the Exhibits and Schedules referred to herein
and attached hereto is incorporated herein by this reference.

25.11 The caption headings in this Agreement are for
convenience only and are not intended to be a part of this Agreement and shall
not be construed to modify, explain or alter any of the terms, covenants or
conditions herein contained.

25.12 This Agreement shall be interpreted and enforced in
accordance with the laws of the State of New York without reference to
principles of conflicts of laws.

25.13 If the last day of the period prescribed herein for
the giving of any notice, election, consent, approval, demand, objection or
request or the submission of any documents by any party hereunder shall fall on
a Saturday, Sunday or any day observed as a public holiday by the federal
government or the state in which the Property is situated, then such period
shall be deemed to be extended to the immediately following day which is not a
Saturday, Sunday or such public holiday. The term
50

"business day" as used in this Agreement shall mean any day other than
Saturday, Sunday or any day observed as a public holiday by the federal
government or the state in which the Property is situated.

25.14 Unless otherwise specified herein, (a) references to
persons or parties include their permitted successors and assigns; (b)
references to modifications or amendments shall in all events mean
modifications and amendments; (c) references to statutes are to be construed as
including all rules and regulations adopted pursuant to the statute referred to
and all statutory provisions consolidating, amending or replacing the statute
referred to; (d) references to agreements and other contractual instruments
shall be deemed to include all subsequent amendments and other modifications
thereto entered into from time to time after the date hereof to satisfy the
requirements of this Agreement or otherwise with Seller's prior written
consent; (e) references to a mortgage shall be deemed to mean or include a deed
of trust, depending on the jurisdiction in which the Property is located; (f)
the words "include" or "including", and words of similar import, shall be
deemed to be followed by the words "but not limited to" or "without
limitation"; (g) the words "hereto", "herein", "hereof" and "hereunder", and
words of similar import, refer to this Agreement in its entirety; and (h)
unless otherwise specified herein, all references to Sections are to Sections
of this Agreement. Terms defined herein may be used in the singular or the
plural; when used in the singular and preceded by "a", "an" or "any", such term
shall be taken to indicate one or more members of the relevant class; and when
used in the plural, such term shall be taken to indicate all members of the
relevant class.

25.15 If any provision of this Agreement shall be
unenforceable or invalid, the same shall not affect the remaining provisions of
this Agreement and to this end the provisions of this Agreement are intended to
be and shall be severable. Notwithstanding the foregoing sentence, if (a) any
provision of this Agreement is finally determined by a court of competent
jurisdiction to be unenforceable or invalid in whole or in part, (b) the
opportunity for all appeals of such determination have expired, and (c) such
unenforceability or invalidity alters the substance of this Agreement (taken as
a whole) so as to deny either party, in a material way, the realization of the
intended benefit of its bargain, such party may terminate this Agreement within
thirty (30) days after the final determination by notice to the other. If such
party so elects to terminate this Agreement, then this Agreement shall be
terminated and neither party shall have any further rights, obligations or
liabilities hereunder, except for the Surviving Obligations, and except that
Purchaser shall be entitled to a return of the Fund, provided Purchaser is not
otherwise in default hereunder.

SELLERS AND PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR
51

CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS AGREEMENT.

IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
[SEAL]
ATTEST: BELLEMEAD OF MICHIGAN, INC.,
Seller

By: /s/ Xxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
----------------- Title: President
Secretary

JARED ASSOCIATES, L.P., Seller

By: Chubb Realty, Inc., general partner

By: /s/ Xxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
----------------- Title: President
Secretary

NEW VALLEY CORPORATION,
Purchaser

By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President

XXXXXXX XXXX & XXXXX is
executing this Agreement, as Escrow
Agent, solely for the purpose of
agreeing to the provisions of Section 20
(if this Agreement is executed prior to the Closing):

By:
52

LIST OF SCHEDULES -- EXHIBIT 2.1

SCHEDULE
--------

1-A Description of the 700 Tower Land

1-B Description of the 800 Tower Land

1-C Description of the Westgate I Land

1-D Description of the Westgate II Land

2 Permitted Encumbrances

3 Encumbrances which may be insured over

4 Leases

5 Actions

6 Certificates of Occupancy

9 Contracts

10 Defaults under the Contracts

14 Intangible Property

The Company hereby agrees to furnish supplementally a copy of
each such instrument or agreement to the Securities and Exchange Commission
upon request.
53

LIST OF EXHIBITS -- EXHIBIT 2.1

EXHIBIT
-------

A Form of Notes

B Form of Mortgages

C Form of Assignment of Leases and Rents

D Form of Environmental Indemnity Agreement

E Deed

F Deed to 000 Xxxxx Xxxxx Xxxxxxxx

X-0 Ground Lease Assignment

G-2 Restated and Amended Ground Lease

H Lease Assignment

I Contract and License Assignment

J Intangible Property Assignment

K Xxxx of Sale

L Notice to Tenants [and Vendors]

EXHIBIT
-------

M Sellers' FIRPTA Affidavit

N Form of Management Agreement

O Form of Funding Agreement

P Form of Seller's Estoppel Certificate

Q Form of Borrower's Estoppel Certificate and Agreement

R Form of Ground Lessor's and Ground Lessee's Estoppel Certificate

S Form of Sellers' Environmental Indemnity

The Company hereby agrees to furnish supplementally a copy of
each such instrument or agreement to the Securities and Exchange Commission
upon request.

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BETWEEN BELLEMEAD OF MICHIGAN, INC. AND JARED ASSOCIATES, L.P. COLLECTIVELY, SELLERS AND NEW VALLEY CORPORATION, PURCHASER

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