BETWEEN

1
EXHIBIT 10.pp

PURCHASE AND SALE AGREEMENT

BETWEEN

THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK

AS "SELLER"

AND

OVERSEAS PARTNERS CAPITAL CORP.

AS "PURCHASER"

AUGUST 9, 1996

2
TABLE OF CONTENTS

Page

1. Definitions ......................................................... 1

2. Purchase and Sale ................................................... 5

3. Xxxxxxx Money ....................................................... 5
3.1 Deposit of Xxxxxxx Money ...................................... 5
3.2 Release of Xxxxxxx Money ...................................... 5

4. Purchase Price ...................................................... 5

5. Closing ............................................................. 5

6. Representations and Warranties ...................................... 6
6.1 Seller's Representations and Warranties ....................... 6
6.2 Limited Scope of Seller's Representations and Warranties ...... 9
6.3 Purchaser's Representations and Warranties .................... 10
6.4 Review Period ................................................. 11
6.5 Purchaser's Indemnification ................................... 11
6.6 Service Contracts ............................................. 11

7. [INTENTIONALLY OMITTED]............................................... 12

8. Title................................................................ 12

9. Covenants of Seller ................................................. 12

10. Obligations at Closing .............................................. 14
10.1 Seller's Obligations at Closing ............................... 14
10.2 Purchaser's Obligations at Closing ............................ 15
10.3 Additional Documents .......................................... 16

11. Prorations .......................................................... 16
11.1 General ....................................................... 16
11.2 Impositions ................................................... 17
11.3 Utilities ..................................................... 17
11.4 Rents ......................................................... 18
11.5 Security Deposits ............................................. 19
11.6 Service Contracts ............................................. 19
11.7 Leasing Commissions and Tenant Improvement Costs .............. 19
11.8 Other Expenses ................................................ 19
11.9 Ad Valorem Tax Appeals ........................................ 20

(i)

12. Conditions to Closing ............................................... 20
12.1 Purchaser's Conditions ........................................ 20
12.2 Seller's Conditions ........................................... 23

13. Fire, Casualty and Condemnation ..................................... 24

14. Remedies ............................................................ 25
14.1 Purchaser's Remedies .......................................... 25
14.2 Seller's Remedies ............................................ 25

15. Brokers ............................................................. 25
15.1 Seller's Responsibility ....................................... 25
15.2 Purchaser's Responsibility .................................... 26
15.3 Survival of Indemnity ......................................... 26

16. Miscellaneous ....................................................... 26
16.1 Modifications: Waiver ......................................... 26
16.2 Entire Agreement .............................................. 26
16.3 Notices ....................................................... 26
16.4 Governing Law ................................................. 28
16.5 Counterparts .................................................. 28
16.6 Interpretation ................................................ 28
16.7 Assignability ................................................. 28
16.8 Binding Effect ................................................ 29
16.9 Time of Essence ............................................... 29
16.10 Invalid Provisions ............................................ 29
16.11 Business Days ................................................. 29
16.12 Confidentiality ............................................... 29
16.13 Return of Documents ........................................... 29
16.14 Recording is Prohibited ...................................... 29

EXHIBIT "A" - Schedule of Commission Agreements

EXHIBIT "B" - Schedule of Existing Leases

EXHIBIT "C" - Legal Description of Land

EXHIBIT "D" - Schedule of Permitted Title Exceptions

EXHIBIT "E" - Schedule of Service Contracts

EXHIBIT "F" - Schedule of Requirement Violations

EXHIBIT "G" - Schedule of Pending or Threatened Litigation

EXHIBIT "H" - Schedule of Unpaid Contractors

(ii)

EXHIBIT "I" - Schedule of Environmental Reports

EXHIBIT "J" - Title Commitment

EXHIBIT "K" - Form of Limited Warranty Deed

EXHIBIT "L" - Form of Xxxx of Sale and Assignment

EXHIBIT "M" - Form of Assignment and Assumption of Leases

EXHIBIT "N" - Form of Assignment and Assumption of Contracts

EXHIBIT "O" - Form of Management Agreement

EXHIBIT "P" - Tenants From Whom Tenant Estoppels Are Required

EXHIBIT "Q" - Estoppel Letter of Department of Transportation

(iii)

PURCHASE SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT, made as of the 9th day of August, 1996
(hereinafter referred to as the "EFFECTIVE DATE"), by and between THE MUTUAL
LIFE INSURANCE COMPANY OF NEW YORK, a New York corporation (hereinafter referred
to as "SELLER"), and OVERSEAS PARTNERS CAPITAL CORP., a Delaware corporation
(hereinafter referred to as "PURCHASER"),

WITNESSETH:

THAT FOR AND IN CONSIDERATION of the covenants and agreements
hereinafter set forth, and for other good and valuable consideration in hand
paid, the receipt and sufficiency whereof are hereby acknowledged, the parties
hereto hereby covenant and agree as follows:

1. DEFINITIONS. In addition to the other terms defined in this Agreement,
the following terms shall have the meanings ascribed thereto in this Section 1.

"ADDITIONAL RENT" shall have the meaning ascribed thereto in Section
11.4.

"AGREEMENT" means this Purchase and Sale Agreement and any amendments
hereto made in accordance with the provisions of Section 16.1.

"ARES" means ARES, Inc., a Connecticut corporation.

"AUTHORITY" means any and all courts, boards, agencies or commissions
of any governmental unit, federal state, county, district, municipal, city
or otherwise.

"BROKER" shall mean Eastdil Realty Company, L.L.C.

"CASUALTY" shall have the meaning ascribed thereto in Section 13.

"CLOSING" means the act of consummating on the Closing Date the sale
and purchase of the Property in accordance with the requirements of this
Agreement.

"CLOSING DATE" means the date whereon the Closing occurs or would have
occurred but for the default of either of the parties to this Agreement.

"CLOSING STATEMENT" shall have the meaning ascribed thereto in Section
10.1.

"COMMISSION AGREEMENTS" means all agreements (including any amendments
thereto) creating any obligations of Seller or any other owner of the
Property for rental, lease or other commissions payable with respect to the
Leases, as more fully described (as to the Existing Leases) in EXHIBIT "A"
attached hereto and by this reference made a part hereof.

"DAMAGE NOTICE" shall have the meaning ascribed thereto in Section 13.

"XXXXXXX MONEY" means the deposit made by Purchaser to Title Company
as xxxxxxx money, as more particularly provided in Section 3.1.

"EFFECTIVE DATE" shall have the meaning ascribed thereto in the first
paragraph of this Agreement.

"ENVIRONMENTAL REPORT" shall have the meaning ascribed thereto in
Section 6.2.

"ERISA" shall have the meaning ascribed thereto in Section 6.3.

"ESCROW AGREEMENT". means the Escrow Agreement entered into among
Seller, Purchaser and Title Company, dated as of the Effective Date,
pursuant to which Purchaser has placed the Xxxxxxx Money in escrow.

"ESTIMATE" shall have the meaning ascribed thereto in Section 13.

"EXISTING LEASES" means all lease, rental and occupancy agreements
(including any amendments, commencement letters and guaranties with respect
thereto) in effect as of the Effective Date with respect to any portion of
the Property, as more fully described on EXHIBIT "B" attached hereto and by
this reference made a part hereof.

"IMPOSITIONS" means all real estate and personal property taxes,
assessments, charges, excises and levies, general and special, ordinary and
extraordinary, foreseen and unforeseen of any kind and nature whatsoever
which shall be assessed, levied, charged or imposed upon or with respect to
the Property, or any portion thereof.

"IMPROVEMENTS" means all buildings, structures, fixtures and other
improvements attached to, located on or used in connection with the land,
and all appurtenances thereof (excluding however, any such items owned by
any tenants under any of the Leases and any such items owned by any public
utility or Authority pursuant to the Permitted Title Exceptions).

"INTANGIBLES" means, if and to the extent assignable, any rights which
Seller may have in any intangible assets relating to the Land, the
Improvements or the Personalty, including, without limitation, the name
"Atlanta Financial Center" (excluding, however, (a) the Leases, (b) the
Service Contracts, (c) all rights of

Seller under or pursuant to this Agreement, and (d) any claims or causes of
action Seller may have against (i) any prior direct or indirect owner of
all or any portion of the Property, (ii) any prior tenants of the Property,
(iii) any current or prior manager or leasing agent of the Property, and
(iv) PPG Industries, Inc., Sunbelt Glass & Aluminum, Inc., The Xxxx
Company and Pace Construction Company and their affiliates relating in any
way to the spandrel glass in the portion of the Improvements known as the
"North Tower").

"LAND" means those parcels of land and appurtenances more particularly
described on EXHIBIT "C" attached hereto and by this reference made a part
hereof, together with all of Seller's right, title and interest in and to
all easements, rights-of-way, strips and gores of land, vaults, streets,
ways, alleys, passages, sewer rights, waters, water courses and water
rights, minerals, flowers, shrubs, trees, timber and other emblements now
or hereafter located on such parcel of land or under or above the same or
any part or parcel thereof or appurtenant to the title thereto, and all
estates, rights, titles, interests, privileges, tenements, hereditaments,
appurtenances, reversions and remainders whatsoever, in any way belonging,
relating or appertaining thereto.

"LEASES" means all Existing Leases (together with any modifications
thereto hereafter entered into by Seller with the approval or deemed
approval of Purchaser pursuant to Section 9, and excluding any Existing
Lease hereafter terminated by Seller with the approval or deemed approval
of Purchaser pursuant to Section 9, if such approval is required pursuant
to Section 9) and all New Leases.

"LEASING COSTS" shall have the meaning ascribed thereto in Section
11.7.

"NEW LEASES" means any lease, rental and occupancy agreement
(including any amendments, commencement letters and guaranties with respect
thereto) entered into by Seller after the Effective Date with respect to
any portion of the Property with the approval or deemed approval of
Purchaser pursuant to Section 9.

"PERMITTED TITLE EXCEPTIONS" means those matters encumbering Seller's
title to all or any portion of the Property which are set forth on EXHIBIT
"D" attached hereto and by this reference made a part hereof.

"PERSONALTY" means, if and to the extent assignable, all personal
tangible property owned by Seller and which is located on and relates to
the design, construction, ownership, use, management, leasing, maintenance,
service or operation of the Land or the Improvements, including, without
limitation, any plans, specifications, drawings, books, records, lease
files, licenses, permits, certificates of occupancy, keys, office
furniture, equipment and supplies, and janitorial service, repair,
maintenance equipment, machinery and supplies.

"PLAN" shall have the meaning ascribed thereto in Section 6.3.

"PROPERTY" means the Land, the Improvements, the Intangibles, the
Leases, the Service Contracts and the Personalty, and comprises the project
commonly known as Atlanta Financial Center, consisting of approximately 9.5
acres improved with a three (3) tower office complex containing
approximately 885,889 square feet of rentable space and a multi-level
parking garage, located at 3333, 3343 and 0000 Xxxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxx 00000.

"PURCHASE PRICE" means the consideration to be paid by Purchaser to
Seller for the purchase of the Property as more fully set forth in Section
4.

"PURCHASER" shall have the meaning ascribed thereto in the first
paragraph of this Agreement.

"PURCHASER'S ACTUAL KNOWLEDGE" shall have the meaning ascribed thereto
in Section 12.1.

"REQUIREMENTS" means any and all judicial decisions, orders,
injunctions, writs, statutes, rulings, rules, regulations, permits,
certificates or ordinances of any Authority in any way applicable to Seller
or the Property.

"SELLER" shall have the meaning ascribed thereto in the first
paragraph of this Agreement.

"SELLER'S BEST KNOWLEDGE" shall have the meaning ascribed thereto in
Section 6.1.

"SERVICE CONTRACTS" means any and all existing contracts, agreements
and arrangements entered into by or on behalf of Seller (or by which Seller
or the Property is bound) for the provision of services or supplies to,
relating to or in connection with the ownership use, maintenance, operation
or leasing of the Land, the Improvements or the Personalty, as more
particularly described on EXHIBIT "E" attached hereto and by this reference
made a part hereof (excluding, however, the existing management and leasing
agreements between Seller and ARES).

"TAKING" shall have the meaning ascribed thereto to Section 13.

"TITLE COMMITMENT" shall have the meaning ascribed thereto in Section
8.

"TITLE COMPANY" means Chicago Title Insurance Company, a Missouri
corporation.

2. PURCHASE AND SALE. Seller agrees to sell and convey the Property to
Purchaser, and Purchaser agrees to purchase the Property from Seller, for the
Purchase Price and on the terms and conditions hereinafter set forth.

3. XXXXXXX MONEY.

3.1 DEPOSIT OF XXXXXXX MONEY. Xxxxxxx Money of an amount equal to Five
Million and No/100 Dollars ($5,000,000.00)(hereinafter referred to as the
"XXXXXXX MONEY") has been deposited on or before the Effective Date in cash or
its equivalent by Purchaser with Title Company in escrow pursuant to the Escrow
Agreement. Any interest earned on the Xxxxxxx Money shall be added to and deemed
a portion of the Xxxxxxx Money and shall belong to the party ultimately entitled
to the Xxxxxxx Money as provided in this Agreement and in the Escrow Agreement.

3.2 RELEASE OF XXXXXXX MONEY. In the event the Closing occurs in
accordance with the terms of this Agreement, the Xxxxxxx Money shall be credited
to the Purchase Price and the Title Company shall transfer the Xxxxxxx Money to
Seller by wire transfer of immediately available U.S. Federal Funds to a bank
account in New York City to be designated by Seller, which funds shall be
received by Seller prior to 2:00 P.M. (E.D.T.) on the Closing Date. If the
Closing does not occur, the Xxxxxxx Money shall be disposed of by Title Company
pursuant to the terms of this Agreement and the Escrow Agreement.

4. PURCHASE PRICE. The purchase price to be paid to Seller by Purchaser
for the Property is One Hundred Twenty Two Million Seven Hundred Thousand
Dollars ($122,700,000.00) (hereinafter referred to as the "PURCHASE PRICE"). The
Purchase Price, less the Xxxxxxx Money and subject to prorations and adjustments
provided for in Section 11, shall be paid by Purchaser to Seller by wire
transfer of immediately available U.S. Federal Funds to a bank account in New
York City to be designated by Seller, which funds shall be received by Seller
prior to 2:00 P.M. (E.D.T.) on the Closing Date.

5. CLOSING. Provided all conditions precedent to Seller's and Purchaser's
respective obligations under this Agreement have been satisfied or waived in
writing by the party entitled to the benefit thereof, the purchase and sale of
the Property contemplated by this Agreement shall be consummated at the Closing
to take place at the offices of Xxxxx, Day, Xxxxxx & Xxxxx, Suite 3500, 000
Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or at the election of Purchaser at the
offices of Xxxxxxxx Xxxxxxx LLP, Suite 5200, 000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000-0000, at 10:00 A.M. (E.D.T.) on September 4, 1996, or on
such earlier date and at such time on such earlier date as to which Purchaser
and Seller may hereafter agree. Seller shall deliver possession of the Property
to Purchaser at Closing, subject only to the Permitted Title Exceptions.

6. REPRESENTATIONS AND WARRANTIES.

6.1 SELLER'S REPRESENTATIONS AND WARRANTIES. Wherever in this Section
6.1 a representation or warranty is qualified as being made only to
"SELLER'S BEST KNOWLEDGE", such words mean the actual current knowledge,
without investigation or inquiry (except as hereinafter expressly provided
in Section 6.1(s)), of Xxxx X. Xxxxx, a Senior Real Estate Counsel of
Seller. Subject to such qualification, Seller represents and warrants to
Purchaser as follows:

(a) AUTHORIZATION OF AGREEMENT. The execution and delivery of
this Agreement by the signatory hereto on behalf of Seller and the
performance of this Agreement by Seller have been duly authorized by
Seller.

(b) NO VIOLATION OF REQUIREMENTS. Unless and except as set forth
on EXHIBIT "F" attached hereto and by this reference made a part
hereof, to Seller's Best Knowledge (i) there are no actions, suits, or
proceedings pending or threatened, relating to or arising out of any
actual or alleged violation or breach of any Requirement, (ii) Seller
has not received any written notice that the Property or the
development and operation thereof is in violation of any Requirement,
and (iii) the Property and the development and operation thereof are
not in violation of any Requirement; provided, however, Seller makes
no representation or warranty concerning compliance by the Property
with either (x) the Americans with Disabilities Act and the
regulations promulgated with regard thereto or (y) any Requirements
relating to hazardous or toxic substances.

(c) NO TAKING. To Seller's Best Knowledge, there are no Takings
pending or threatened with respect to the Property or any portion
thereof.

(d) REQUIREMENTS OF FIRE UNDERWRITERS. To Seller's Best
Knowledge, (i) Seller has not received any written notice of violation
from any municipal department or board of fire underwriters (or
organization exercising functions similar thereto) requiring the
performance of any work or alteration with respect to the Property
which has not been satisfied; and (ii) the Property is not in
violation of the requirements or policies of any municipal department
or board of fire underwriters (or organization exercising functions
similar thereto); provided, however, Seller makes no representation or
warranty concerning compliance by the Property with either (x) the
Americans with Disabilities Act and the regulations promulgated with
regard thereto or (y) any Requirements relating to hazardous or toxic
substances.

(e) LITIGATION. To Seller's Best Knowledge, there are no actions,
suits or proceedings of any kind or nature whatsoever, legal or
equitable, pending or threatened against or affecting Seller or the
Property, or any portion thereof, or any interest therein, relating to
or arising out of or affecting the title, ownership, management,
maintenance or operation of the Property, unless and

except for matters set forth on EXHIBIT "G" attached hereto and by
this reference made a part hereof.

(f) TAX STATUS. Seller is not a "foreign person", as that term is
defined in Section 1445 of the Internal Revenue Code.

(g) LEASES. To Seller's Best Knowledge (i) Seller has delivered
to Purchaser (or offered to Purchaser for examination and copy) true
and complete copies of all of the Existing Leases, and (ii) Seller is
the current "landlord" or "lessor" under all of the Existing Leases
and owns unencumbered legal and beneficial title to the landlord's
interest in all of the Existing Leases and the landlord's interest in
the rents and income thereunder, except as may be encumbered by the
Permitted Title Exceptions.

(h) COMMISSION AGREEMENTS. To Seller's Best Knowledge, (i) Seller
has delivered to Purchaser (or offered to Purchaser for examination
and copy) true and complete copies of all of the Commission
Agreements, and (ii) all payments due by Seller under the Commission
Agreements as of the Effective Date have been paid in full or (as to
several commissions for which invoices have not yet been received)
will be paid in full by Seller prior to the Closing Date.

(i) SERVICE CONTRACTS. To Seller's Best Knowledge, (i) Seller has
delivered to Purchaser (or offered to Purchaser for examination and
copy) true and complete copies of all the Service Contracts, (ii) none
of the Service Contracts has been terminated, and (iii) Seller has
received no written claim of default, or written claim of any event
which with the passage of time or notice, or both, would constitute a
default on the part of any party to the Service Contracts.

(j) UTILITIES. To Seller's Best Knowledge, water, sanitary sewer,
storm sewer, natural gas (as to one tenant only), electricity and
telephone utilities are installed and operational to the extent
necessary for the use of the Property as office buildings of the size
and nature situated on the Land.

(k) PROCEEDINGS AFFECTING ACCESS. To Seller's Best Knowledge and
except for the Permitted Title Exceptions, there are no pending or
threatened proceedings that could reasonably be expected to have the
effect of materially impairing or restricting access between the
Property And Peachtree Road as such access currently exists.

(l) NO DEFERRED TAXES. To Seller's Best Knowledge, the Property
has not been classified under any designation authorized by law to
obtain a special low ad valorem tax rate or to receive a reduction,
abatement or deferment of ad valorem taxes which, in such case, will
result in additional or catch-up ad valorem taxes in the future in
order to recover the amounts previously reduced, abated or deferred.

(m) CONDITION OF IMPROVEMENTS. To Seller's Best Knowledge, Seller
has received no notice from any insurance company or underwriter of
any defect that would in any way materially adversely affect the
insurability of the Property or cause an increase in insurance
premiums

(n) NO LIENS. Unless and except as set forth on EXHIBIT "H"
attached hereto and by this reference made a part hereof, to Seller's
Best Knowledge, (i) all contractors, subcontractors and other person
or entities furnishing work, labor, materials or supplies by or at the
instance of Seller for the Property have been or will be paid in full
on or before the Closing Date, and (ii) other than routine ongoing
charges pursuant to the Service Contracts, there are no claims against
the Property or Seller arising under or by virtue of the Service
Contracts.

(o) EMPLOYEES. There are no employment, collective bargaining or
similar agreements or arrangements between Seller and any of its
employees or others which will be binding on Purchaser.

(p) BANKRUPTCY. Seller is solvent and has not made a general
assignment for the benefit of creditors or been adjudicated a bankrupt
or insolvent, nor has a receiver, liquidator or trustee been appointed
or a petition filed by or against Seller for bankruptcy,
reorganization or arrangement pursuant to the Federal Bankruptcy Act
or any similar federal or state statute, or any proceedings instituted
for the dissolution or liquidation of any of them.

(q) ERISA. Seller is not a Plan.

(r) OTHER OFFERS. During the pendency of this Agreement, Seller
will not solicit or make or accept any offers to sell the Property or
any part thereof, engage in any discussions or negotiations with any
third party with respect to the sale or other disposition of the
Property or any part thereof, or enter into any contracts or
agreements (whether or not binding) regarding any disposition of the
Property or any part thereof (except, however, for New Leases or
modifications of Leases hereafter entered into pursuant to Section
9(d)).

(s) STATUS OF PERSONS WITH KNOWLEDGE. As to each matter warranted
or represented herein which is limited to Seller's Best Knowledge,
Xxxx X. Xxxxx shall have inquired of and received responses from Xxxxx
X. Xxxxxxxxxx, vice-president of ARES and the asset manager for the
Property, and Xxxxx Xxxxxxxxxx vice-president of ARES and the senior
property manager for the Property, both of whom are involved in the
management of the Property, as to both such ARES employees' actual
knowledge of the accuracy of such warranties and representations (as
if such warranties and representations were being made without
qualification by "Seller's Best Knowledge").

6.2 LIMITED SCOPE OF SELLERS REPRESENTATIONS AND WARRANTIES. Except as
expressly set forth in this Agreement or in a document or instrument
executed and delivered by Seller to Purchaser in connection with the
Closing, Purchaser acknowledges and agrees that Seller has made no
representation, warranty, or promise to Purchaser concerning:

(a) PHYSICAL CONDITION. The physical condition of the Property.

(b) FEASIBILITY. The feasibility or desirability of the purchase
of the Property.

(c) AGREEMENTS AFFECTING THE PROPERTY. The Leases, the Contracts,
the Permitted Title Exceptions and any other agreements affecting the
Property.

(d) FINANCIAL PERFORMANCE. The market status, the actual income
and operating expenses for the Property or the projected income from
or operating expenses for the Property.

(e) REQUIREMENTS. Any Requirements affecting the Property.

(f) HAZARDOUS SUBSTANCES. The presence or absence of any
hazardous or toxic substances in, on or about the Property, including
but not limited to asbestos in the Improvements.

(g) IMPLIED WARRANTIES. Any other matter whatsoever with respect
to the Property, express or implied, including, without limitation,
representations, warranties or promises regarding habitability or
merchantability or fitness for a particular purpose, or tenantability
or use.

Further, Purchaser acknowledges that (i) it has received copies of the
environmental reports, documentation and correspondence relating to the
Property which are described on EXHIBIT "I" attached hereto and by this
reference made a part hereof (hereinafter referred to collectively as the
"ENVIRONMENTAL REPORT"); (ii) it is accepting title to the Property subject
to the matters reflected in the Environmental Report; (iii) prior to the
Closing it will treat as confidential all matters reflected in the
Environmental Report; (iv) Seller has made no representation, warranty or
covenant of any nature whatsoever with respect to the Environmental Report,
including but not limited to, the completeness or accuracy of the
Environmental Report; (v) Seller shall have no liability whatsoever with
respect to the Environmental Report; (vi) the Environmental Report has been
received by Purchaser for informational purposes only, Purchaser having had
full opportunity to undertake any and all environmental reports, tests and
studies as it deems appropriate, prior to its execution of this Agreement;
and (vii) it has no right to rely upon the Environmental Report or any
portion thereof. Purchaser has undertaken such environmental reports, tests
and studies as it has deemed appropriate, and based thereon (and not on the
Environmental Report) has decided to proceed with the purchase of the
Property.

The representations and warranties set forth in Section 6.1 and the
provisions of this Section 6.2 shall survive Closing; provided, however,
Seller shall have no liability for any breach of a representation or a
warranty given Purchaser under this Agreement, unless written notice of a
claim specifying in reasonable detail the basis therefor is given by
Purchaser to Seller within one (1) year after the Closing Date, and
further, Seller shall have no liability for any such representation or
warranty if and to the extent that Purchaser has actual knowledge of the
inaccuracy of any such representation or warranty (as if such
representation or warranty had been made without qualification by "Seller's
Best Knowledge") prior to the Closing.

6.3 PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser hereby
represents and warrants to Seller that:

(a) AUTHORIZATION. The execution and delivery of this Agreement
by the signatory hereto on behalf of Purchaser and the performance of
this Agreement by Purchaser have been duly authorized by Purchaser.

(b) NOT RELATED TO SELLER. Neither Purchaser, nor any partner or
stockholder of Purchaser, is an officer or director of Seller or is a
relative of an officer or director of Seller (for these purposes,
"relative" shall mean a spouse, parent or child).

(c) AS IS, WHERE IS. Subject to the representations and
warranties contained in Section 6.1 and made again on the Closing
Date, and further subject to the provisions of Section 6.2, Purchaser
is purchasing, and is willing to accept the conveyance of, the
Property on an "AS IS," "WHERE IS" basis (i.e., in the condition
existing on the Effective Date).

(d) ERISA. As of the Closing Date, (i) Purchaser will not be an
employee benefit plan as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (hereinafter
referred to as ERISA), which is subject to Title I of ERISA, nor a
plan as defined in Section 4975(e)(1) of the Internal Revenue Code
(each of the foregoing hereinafter referred to collectively as a
"PLAN"), and the assets of the Purchaser will not constitute "plan
assets" of one or more such Plans within the meaning of Department of
Labor Regulation Section 25103-101, and (ii) if Purchaser is a
"governmental plan" as defined in Section 3(32) of ERISA, the Closing
of the sale will not constitute or result in a violation of state or
local statutes regulating investments of and fiduciary obligations
with respect to governmental plans. Purchaser has no present intent to
transfer the Property to any entity, person or Plan which will cause a
violation of ERISA Purchaser shall not assign its interest under this
Agreement to any entity, person, or Plan which will cause a violation
of ERISA.

The representations and warranties set forth in Section 6.3 shall
survive Closing; provided, however, Purchaser shall have no liability for
any breach of a representation or a warranty given Seller under this
Agreement, unless written notice of a claim specifying

in reasonable detail the basis therefor is given to Purchaser by Seller
within one (1) year after the Closing Date and further Purchaser shall have
no liability for any such representation or warranty if and to the extent
that Seller has actual knowledge of the inaccuracy of any such
representation or warranty prior to the Closing.

6.4 REVIEW PERIOD. Purchaser acknowledges and agrees that during the
time that this Agreement was being negotiated, it has been given full
opportunity to conduct such reviews, examinations, analyses and inspections
of the Property, the Leases, the Permitted Title Exceptions, the Service
Contracts, the Requirements and all other aspects of the Property as
Purchaser has deemed necessary or appropriate, including but not limited
to, inspections by architects, engineers and contractors. Purchaser
acknowledges and agrees that it is fully satisfied with the results of such
due diligence investigations, reviews, examinations, analyses and
inspections and that it shall have no right to terminate this Agreement
based on the results of said due diligence reviews, examinations, analyses
and inspections. Purchaser is satisfied with its reviews, examinations,
analyses and inspections and has accepted the Property in its existing
condition.

Any written reports, analyses and studies generated by third parties
retained by or on behalf of Purchaser in connection with its due diligence
reviews, analyses, investigations or examinations of the Property will be
made available to Seller without cost of Seller. This information shall be
provided upon request by Seller. Seller acknowledges that Purchaser has not
made and will not make any representation, warranty or covenant of any
nature whatsoever with respect to any such reports, analyses and studies
made available to Seller, including, but not limited to, the completeness
or accuracy of any such materials, and all such reports, analyses and
studies will be delivered to Seller without any such representation,
warranty or covenant of any nature, Purchaser shall have no liability
whatsoever with respect to any such reports, analyses and studies delivered
to Seller, and Seller will have no right to rely upon any such reports,
analyses and studies. This paragraph shall survive the termination or
expiration of this Agreement as well as the Closing.

6.5 PURCHASES INDEMNIFICATION. Purchaser shall and hereby agrees to
indemnify, defend and hold Seller free and harmless from and against all
liability, loss, cost, damage and expense (including reasonable attorneys'
fees and costs) which Seller may incur by reason of property damage,
personal injury or death, business interruption or other loss resulting
from any entry upon, or examination or investigation of, the Property made
by Purchaser (or its employees, agents, independent contractors, or any
person for whom Purchaser is legally responsible) prior to Closing, or the
filing of any mechanics' or materialmen's liens against the Property as a
result of any services performed for Purchaser prior to the Closing.
Notwithstanding any provision of this Agreement to the contrary, the
obligations of Purchaser under this Section 6.5 shall survive the Closing
and any termination of this Agreement.

6.6 SERVICE CONTRACTS. Seller, at Seller's cost and expense, shall
take whatever action is necessary to terminate as of the Closing Date (i)
those Service Contracts identified on said EXHIBIT "E" attached hereto, as
those which Purchaser desires

to have terminated, and (ii) the existing management and leasing agreements
between Seller and ARES. All references hereinafter to Service Contracts
shall be deemed not to include those Service Contracts to be so terminated
by Seller.

7. [INTENTIONALLY OMITTED]

8. TITLE. Title Company has issued its title insurance commitment
(hereinafter referred to as the "TITLE COMMITMENT"), a copy whereof is attached
hereto as EXHIBIT "J", and by this reference made a part hereof, whereby Title
Company has committed to issue to Purchaser with regard to the Property an
owners title insurance policy in the amount of the Purchase Price, subject to
compliance with all of the requirements set forth in the Title Commitment and
subject to the Permitted Title Exceptions. Any other provision of this Agreement
to the contrary notwithstanding, Seller and Purchaser agree that those existing
deeds to secure debt, lease assignments and UCC financing statements referenced
in Item 4 of Part I Schedule B of the Title Commitment constitute Permitted
Title Exceptions as of the Effective Date, but that it shall be Seller's
obligation at its sole expense to have each of said items cancelled and released
of record on or before the Closing Date.

9. COVENANTS OF SELLER. Between the Effective Date and the Closing Date,
Seller shall:

(a) MAINTENANCE OF PROPERTY. Maintain (or cause the maintenance of)
the Property in its current condition, ordinary wear and tear and Casualty
or Taking excepted.

(b) INSURANCE. Maintain (or cause the maintenance of) all casualty,
liability and hazard insurance substantially similar to that currently in
force with respect to the Property.

(c) TITLE ENCUMBRANCES. Not cause the Property, or any interest
therein, to be alienated, encumbered (other than by mechanics' or
materialmen's liens or claims which Seller shall promptly pay or bond off)
or otherwise transferred except as expressly provided in this Agreement;
nor create or consent to the creation of any easement, restrictive covenant
or other matter affecting title to the Property (other than New Leases or
modifications of Existing Leases entered into pursuant to Section 9(d)),
without the prior written consent of Purchaser, which consent shall not be
unreasonably withheld or delayed.

(d) LEASING ACTIVITY. Not, except where required of the landlord
pursuant to the terms of any Leases, terminate or modify any of the Leases
or extend the term of any of the Leases or enter into any New Leases except
with the written consent of Purchaser, which consent Purchaser agrees not
to unreasonably withhold or delay. However, Seller shall have the right, in
Seller's sole discretion and without Purchaser's consent, to terminate any
Lease of less than 2,500 rentable square feet as to which the tenant under
such Lease is in default of

its rent or other monetary obligation under such Lease for more than sixty
(60) days. If Seller desires to modify any Lease (including extending the
term of any Lease or expanding the demised premises, in each case unless
pursuant to a right of the tenant contained in the Lease) or to enter into
a New Lease, Seller shall provide Purchaser with written notice thereof,
which notice shall include a copy of the proposed modification or New Lease
and the terms of any brokerage commissions payable in connection therewith.
Purchaser shall have five (5) business days after receipt of such written
notice and a copy of the proposed modification or New Lease to either
approve or disapprove the proposed modification or New Lease. If such
response from Purchaser is not received by Seller within the aforesaid
period, then Purchaser shall be deemed to have approved the proposed
modification or New Lease and the terms of any brokerage commissions
payable in connection therewith. Approval or deemed approval by Purchaser
of a New Lease shall constitute approval of any subsequent commencement
letter which is consistent with the terms of such New Lease.

(e) TENANT ESTOPPELS. Make reasonable good faith efforts to obtain on
or before the Closing Date from each tenant under each Lease, tenant
estoppel certificates in the form referred to in Section 12.1(f).

(f) NEW CONTRACTS. Except for New Leases entered into pursuant to
Section 9(d), contracts for the construction of tenant improvements under
the Leases and contracts for emergency repairs, not enter into any
contract, or modify, amend, renew or extend any existing contract, that is
or will be an obligation affecting the Property or any part thereof
subsequent to the Closing without Purchaser's prior written consent in each
instance (which Purchaser agrees not to withhold or delay unreasonably),
except contracts entered into in the ordinary course of business that are
terminable without cause (and without penalty or premium) on thirty (30)
days or less notice.

(g) ALTERATION OF PROPERTY. Except for any Casualty or Taking, not,
without the prior written consent of Purchaser, change or alter the
physical condition of the Property except for repairs in the ordinary
course of business, build-out of tenant improvements, and other changes and
alterations required by the terms of the Leases.

(h) REMOVAL AND REPLACEMENT OF PERSONALTY. Not remove from the land
and Improvements any personally owned by Seller without the prior written
consent of Purchaser, which consent will not be unreasonably withheld or
delayed, except as may be required for necessary repair or replacement, in
which case any such replacement shall be of substantially equal quality and
quantity as existed at the time of removal.

(i) INDEMNITY RE: PERSONAL INJURY. Seller shall and hereby agrees to
indemnify, defend and hold Purchaser free and harmless from and against all
liability, loss, cost, damage and expense (including reasonable attorneys'
fees and costs) which Purchaser may incur by reason of the possible claims
for alleged personal injures described on said EXHIBIT "G" attached hereto.
The obligations of Seller under this Section 9(i) shall survive the
Closing.

10. OBLIGATIONS AT CLOSING

10.1 SELLER'S OBLIGATIONS AT CLOSING. At or prior to the Closing,
Seller shall deliver to Purchaser the following documents:

(a) DEED. Duly executed and acknowledged limited warranty deed in
the form attached hereto as EXHIBIT "K" and by this reference made a
part hereof, conveying to Purchaser marketable fee simple title to all
of the Land and the Improvements, subject to only the Permitted Title
Exceptions.

(b) XXXX OF SALE AND ASSIGNMENT. Duly executed and acknowledged
limited warranty bin of sale and assignment in the form attached
hereto as EXHIBIT "L" and by this reference made a part hereof,
conveying to Purchaser Seller's interest in the Personalty.

(c) ASSIGNMENT AND ASSUMPTION OF LEASES. Duly executed and
acknowledged assignment and assumption of leases in the form attached
hereto as EXHIBIT "M" and by this reference made a part hereof,
assigning to Purchaser the landlord's interest in, to and under the
Leases, and containing an assumption by Purchaser of the landlord's
obligations under the Leases and the Commission Agreements on account
of matters first occurring or arising from and after the Closing Date.

(d) ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS. Duly executed
and acknowledged assignment and assumption of contracts in the form
attached- hereto as EXHIBIT "N" and by this reference made a part
hereof, assigning to Purchaser Seller's interest in, to and under the
Service Contracts and containing an assumption by Purchaser of
Seller's obligations under the Service Contracts on account of matters
first occurring or arising from and after the Closing Date.

(e) AFFIDAVIT. A sworn affidavit from an authorized officer of
Seller to the effect that Seller is not a "foreign person" as that
term is defined in Section 1445(f)(3) of the Internal Revenue Code of
1986. The form of such affidavit shall be such as may be prescribed by
federal regulation.

(f) TRANSFER TAX DECLARATION. A transfer tax declaration in the
form required of Seller by law in connection with the conveyance of
the Property to Purchaser.

(g) LEASES AND SERVICE CONTRACTS. Original executed counterparts
of the Leases and the Service Contracts, to the extent Seller has such
original executed counterparts in its actual possession or under its
control as of the Closing Date.

(h) CLOSING STATEMENT. A statement setting forth the Purchase
Price with all adjustments shown and including a proration statement
(hereinafter referred to as the "Closing Statement").

(i) SELLER'S CERTIFICATE. A duly executed certificate of an
authorized representative of Seller indicating that all of Seller's
representations and warranties made in this Agreement are true and
correct as of the Closing Date (subject to any changes therein
expressly permitted by this Agreement) as if then made.

(j) TENANT LETTERS. Letters (in form and content reasonably
acceptable to both Seller and Purchaser) signed by Seller and
addressed to each tenant of the Property, stating that the Property
has been sold to Purchaser and that all rents should be paid to
Purchaser after the Closing Date.

(k) EVIDENCE OF AUTHORITY AND TITLE AFFIDAVIT. Evidence
acceptable to Title Company of Seller's authority to enter into the
transaction contemplated by this Agreement, and an owner's affidavit,
in form mutually acceptable to Seller and Title Company and sufficient
for Title Company to delete any exceptions for (i) mechanics' or
materialmen's liens arising from work at the Property which is the
responsibility of Seller hereunder, (ii) broker's liens arising from
brokers engaged by Seller, (iii) parties in possession, other than
tenants as tenants only, (iv) easements or claims of easements not
shown by the public records, and (v) taxes or special assessments,
including water bills, which are not shown as existing liens on the
public records.

(l) GEORGIA WITHHOLDING TAX AFFIDAVIT. An affidavit certifying
that Seller is not subject to State of Georgia withholding tax.

(m) FILES. Seller's working files with respect to matters
respecting building operations and tenant correspondence.

(n) TENANT ESTOPPEL CERTIFICATES. All tenant estoppel
certificates received by seller pursuant to Section 9.

10.2 PURCHASER'S OBLIGATIONS AT CLOSING. At the Closing, Purchaser
shall deliver to Seller the Purchase Price in the manner required by this
Agreement and shall deliver to Seller the following documents executed by
Purchaser:

(a) TRADER TAX DECLARATION. A transfer tax declaration in the
form required of Purchaser by law in connection with the acquisition
of the Property by Purchaser.

(b) ASSIGNMENT AND ASSUMPTION OF LEASES. The assignment and
assumption of leases referenced in Section 10.1.

(c) ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS. The
assignment and assumption of contracts referenced in Section 10.1.

(d) THE CLOSING STATEMENT. The Closing Statement.

(e) PURCHASER'S CERTIFICATE. A duly executed certificate of
Purchaser indicating that all of Purchaser's representations and
warranties made in this Agreement are true and correct as of the
Closing Date as if then made.

(f) EVIDENCE OF AUTHORITY. Evidence acceptable to the Title
Company of Purchasers authority to enter into the transaction
contemplated by this Agreement.

(g) TENANT LETTERS. Letters from Purchaser to tenants, giving
notice of Purchaser's assumption of all of landlord's obligations
under the Leases from and after the Closing Date including all
obligations with respect to security deposits received by Purchaser
from Seller, or credited to Purchaser as an adjustment to the Purchase
Price on the Closing Statement.

(h) MANAGEMENT AGREEMENT. A management agreement between
Purchaser as owner and ARIES as manager for the leasing and management
of the Property for a period of at least twelve (12) months
immediately following the Closing Date, in the form attached hereto as
EXHIBIT "O". and by this reference made a part hereof.

10.3 ADDITIONAL DOCUMENTS. Both parties agree that they will execute
and deliver to each other such additional documents, certificates and other
matters as may be reasonably requested by either party, whether before or
subsequent to the Closing, in order to effectuate the transactions contemplated
by this Agreement and carry out the parties' intent as expressed in this
Agreement, provided that such additional documents, certificates and other
matters shall be provided without material expense to the party so providing
such items (other than the cost related to preparing or reviewing such items)
and without further liability or risk to either party.

11. PRORATIONS.

11.1 GENERAL. All prorations between the Seller and Purchaser will be
effected in accordance with the provisions of this Section 11. If the proration
of an item subject to proration is not specifically provided for herein, it is
the intention of Seller

and Purchaser that at Closing, all income and expenses with respect to the
Property, and applicable to the periods of time before and after the Closing
Date, determined in accordance with generally accepted accounting principles
consistently applied, shall be allocated between Seller and Purchaser
respectively as of the close of the day immediately preceding the Closing Date.
Except as otherwise provided in this Agreement, Seller shall be entitled to all
income from the Property and shall be responsible for all expenses of the
Property for the period up to the close of the day immediately preceding the
Closing Date, and Purchaser shall be entitled to all income from the Property
and responsible for all expenses of the Property for the period of time after
the close of the day immediately preceding the Closing Date. Such adjustments
shall be shown on the Closing Statement (with such supporting documentation as
the parties hereto may require being attached as exhibits to the Closing
Statement) and shall increase or decrease (as the case may be) the Purchase
Price. If accurate allocations cannot be made at Closing because current bills
are not obtainable (as, for example, in the case of utility bills), Seller and
Purchaser shall allocate such income or expenses at Closing on the best
available information, subject to adjustment upon receipt of the final xxxx or
other evidence of the applicable income or expense. Any income received or
expense incurred by Seller or Purchaser with respect to the Property after the
Closing Date shall be promptly allocated in the manner described herein and
Seller and/or Purchaser shall promptly pay or reimburse any amount due.
Notwithstanding anything contained in any other provision of this Section 11 to
the contrary, base rent, Additional Rent (as hereinafter defined) and other
items of income from the Property shall be prorated only to the extent that the
same have actually been collected (or, as to delinquent rent, are actually
collected subsequent to Closing).

11.2 IMPOSITIONS. Impositions shall be prorated as of the close of the
day immediately preceding the Closing Date. If any Impositions for the calendar
year in which the Closing occurs have not been determined on the Closing Date,
the proration of Impositions shall be based upon the Impositions assessed
againstthe Property for the calendar year immediately preceding the calendar
year in which the Closing occurs. After the actual amount of Impositions for the
year of the Closing is known, Seller and Purchaser shall readjust the amount of
the Impositions to be paid by each party so that Seller shall pay only the
actual amount of Impositions attributable to the period occurring prior to and
including the Closing Date and Purchaser shall pay only the actual Impositions
attributable to the period subsequent to the Closing Date. Any Impositions
imposed after the Closing Date which are attributable to periods prior to and
including the Closing Date, including, but not by way of limitation, any
incurred taxes resulting from the resolution of pending tax disputes, shall be
paid by Seller and any refunds or rebates which are attributable to periods
prior to the Closing Date shall be paid to seller.

11.3 UTILITIES. Amounts due for all electric, gas, sewer, water,
telephone and other utilities, and for all Service Contracts for the period
prior to and including the Closing Date shall be determined when the actual
bills have been received by Purchaser. The bills and amounts shall be prorated
as of the close of the day immediately preceding the Closing Date. Seller's
pro-rata share of these expenses will be paid to Purchaser

within ten days after receiving notice of the amounts due. Prior to or at the
Closing, Purchaser and Seller shall notify all public and private utilities
providing services to the Property of the change in ownership, and direct that
all future xxxxxxxx be made to Purchaser or its designee, at a specified
address, with no interruption of service. Seller and Purchaser shall cooperate
in taking whatever action is necessary to insure that any and all prepaid
deposits or rents on all public and private utilities or services which serve
the Property are refunded to Seller by the utility company. If such refunds are
not made prior to Closing, the applicable deposits or rents shall be assigned to
Purchaser at Closing and Seller shall receive a credit to the Purchase Price for
the amount thereof.

11.4 RENTS. All base rent under the Leases, any percentage rent under
retail leases, and other charges under the Leases, including, without
limitation, payments by tenants for amortization of tenant improvements costs,
all tenant contributions relating to Impositions, operating expenses, insurance
premiums, common area maintenance charges and similar "pass-through" items and
cost-of-living or other adjustments based on the Consumer Price Index or similar
statistics, and all other items of income derived from the operation of the
Property (all such charges other than base rent are herein referred to as
"ADDITIONAL RENT") shall be prorated as of the close of the day immediately
preceding the Closing Date. Rentals are "delinquents" when payment thereof is
due prior to the Closing Date but has not been made by the Closing Date. Seller
shall have no right to collect delinquent rentals directly from Tenants, and
Purchaser shall have no obligation to evict or otherwise exercise any remedies
against any tenants owing delinquent rentals. Seller shall not be entitled to
any of the rentals received by Purchaser on and after the Closing Date from
tenants owing delinquent rentals unless such tenants shall be current in their
rental obligations for periods occurring from and after the Closing Date. In
that case, Purchaser shall deliver to Seller any rentals, net of the costs of
collection, received by Purchaser which are designated by the tenant as payment
for or are attributable to delinquent rentals for rental periods occurring prior
to the Closing Date. If, however, delinquent rentals are not collected from the
tenants owing such delinquent rentals, Purchaser shall not be liable to Seller
for such delinquent rentals. Purchaser shall be solely responsible for the
collection of delinquent rents, but shall not be required to take any action for
the collection of such delinquent rents other than billing for the same and
employing such other efforts as are consistent with the ordinary and customary
conduct of Purchaser's business (but without any requirement to employ a
collection agency or to institute legal proceedings of any sort), and shall not
be liable to Seller for any failure to collect delinquent rents. All rentals
received after the Closing Date shall be applied after payment of collection
costs, first to rentals attributable to the period beginning on the Closing Date
and thereafter, and subsequently, to the period prior to the Closing Date. To
the extent that the Leases provide for the adjustment of previously paid
estimated amounts of Additional Rent for the period prior to Closing on a date
subsequent to the Closing Date, Seller shall be entitled to receive, or shall be
responsible to pay, as the case may be, its pro-rata share of any such adjusted
amounts which are applicable to periods ending prior to the Closing Date.
Purchaser shall be solely responsible for the collection of such adjustments,
but shall not be liable to Seller for its failure to do so.

Seller shall have access to the books and records of Purchaser (as
they relate to the Property only) at reasonable times during normal business
hours for the period from the Closing Date through March 31, 1997, solely for
purposes of verifying and/or auditing proration amounts payable to or payable by
Seller for base rent, and/or other items of Additional Rent in accordance with
the provisions of this Section 11. The provisions of this Section 11 having to
do with post-closing adjustments and the payment of any deficiencies in
prorations effected at Closing, including without limitation the provisions of
this paragraph, shall survive the Closing for twelve (12) months.

11.5 SECURITY DEPOSITS. All security deposits (including, without
limitation, all rent deposits, cleaning deposits, utility deposits and damage
deposits) deposited by tenants under the Leases, together with such interest
accrued thereon as may be required by law or agreement or otherwise, shall, to
the extent not previously applied by Seller in accordance with the Leases, be
credited to Purchaser as an adjustment to the Purchase Price on the Closing
Statement or transferred by Seller to Purchaser upon Closing.

11.6 SERVICE CONTRACTS. All amounts due or payable under the Service
Contracts shall be prorated as of the close of the day immediately preceding the
Closing Date.

11.7 LEASING COMMISSIONS AND TENANT IMPROVEMENT COSTS. The cost of
all leasing commissions and tenant finish work (hereinafter referred to as
"LEASING COSTS") which are due and payable as of the close of the day
immediately preceding the Closing Date, attributable only to the current
non-cancelable terms under Existing Leases as of the date hereof (and not to any
future extensions, renewals or expansions thereof) shall be the sole and
exclusive obligation of Seller. Purchaser shall pay Leasing Costs and be
responsible for all other expenditures, leasing concessions, etc. under
modifications of Existing Leases and under New Leases which have been approved
by Purchaser during the period from the Effective Date until the Closing Date
and for any renewal or extension thereof (including an extension resulting from
a tenant's failure to exercise a right under its Lease to cancel a portion of
the term of such Lease) or expansion thereof or entered into, and/or approved by
Purchaser subsequent to the Effective Date. Purchaser shall be entitled to
receive, as a credit on the Closing Statement, all payments received by Seller
after the Effective Date (i) from tenants under New Leases, (ii) from tenants
under Existing Leases which are renewed after the Effective Date, as to payments
which relate to a period from and after the commencement of the renewal term,
and (iii) from tenants under Existing Leases which are expanded after the
Effective Date, as to payments which relate to the expansion portion of the
demised premises.

11.8 OTHER EXPENSES. Seller shall be responsible for and shall pay all
transfer and recording taxes due in connection with the recording of the limited
warranty deed. Purchaser shall pay all charges for title examination and
certification, all charges of Title Company for the title insurance policy to be
issued at Closing, all recording fees for all documentation to be recorded at
Closing, all costs for updating the Survey, the

costs of all appraisal, engineering and environmental reports which Purchaser
may have ordered, and all costs relative to any financing Purchaser may have
arranged, including, without limitation, any intangible recording taxes. Except
as otherwise provided in this Section 11, each party shall be responsible for
all fees, costs and expenses incurred by it in connection with this transaction,
including expenses for legal and accounting services.

11.9 AD VALOREM TAX APPEALS. The parties acknowledge (i) that Seller
is currently appealing the ad valorem tax assessments for the Property for both
1995 and 1996 and has employed The Xxxxxxxxx Group to assist in prosecuting such
appeal, and (ii) that it is in the best interest of Seller and Purchaser to
continue such appeal. Accordingly, Purchaser and Seller agree (i) that both
Seller and Purchaser will cooperate in good faith in prosecuting such appeal,
(ii) that ARES, as property manager, shall have primary responsibility for
coordinating the work of The Xxxxxxxxx Group, (iii) that the cost of utilizing
The Xxxxxxxxx Group with regard to the appeal of 1995 taxes shall be borne
solely by Seller and any ad valorem tax adjustment for 1995 shall belong solely
to Seller, and (iv) that the cost of utilizing The Xxxxxxxxx Group with regard
to the appeal of 1996 taxes as well as any ad valorem tax adjustment for 1996
shall be prorated between Seller and Purchaser as of the close of the day
immediately preceding the Closing Date.

Purchaser and Seller shall, on the Closing Date, execute and deliver the
Closing Statement with prorations shown thereon for the Property. The Closing
Statement shall be in form reasonably acceptable to Purchaser and Seller. Any
net proration due to Purchaser shall be a credit against the Purchase Price. Any
net proration due to Seller shall be paid to Seller by Purchaser at Closing by
wire transfer as herein provided. Notwithstanding anything in this Agreement to
the contrary, all obligations with respect to the payment and adjustment after
Closing of prorated items shall survive the Closing for a period of twelve (12)
months.

12. CONDITIONS TO CLOSING.

12.1 PURCHASER'S CONDITIONS The obligation of Purchaser to
consummate the transaction contemplated by this Agreement is conditioned upon
full satisfaction by Seller or written waiver by Purchaser of the following
conditions precedent as of the Closing Date:

(A) SELLER'S REPRESENTATIONS AND WARRANTIES. Other than as
expressly provided in this Agreement, all representations and
warranties of Seller made herein remain true and correct (without such
representations and warranties being limited to Seller's Best
Knowledge);

(B) SELLER'S OBLIGATIONS AND COVENANTS. Seller shall have
performed all of the obligations and covenants undertaken by Seller in
this Agreement to be performed by Seller at or prior to the Closing.

(D) CONDITION OF IMPROVEMENTS. The Improvements (including
but not limited to the mechanical systems, plumbing, electrical,
wiring, appliances, fixtures, heating, air conditioning and
ventilating equipment, elevators, boilers, equipment, roofs,
structural members and furnaces) shall be at Closing in substantially
the same condition as on the Effective Date except for normal wear and
tear and such damage from Casualty or Taking as is waived or accepted
under Section 13.

(E) STATUS OF ZONING. The status of the zoning of the
Property shall be the same in all material respects as on the
Effective Date; there shall not be pending at Closing with any
Authority, an application (filed by someone other than Seller or any
prior owner of the Property), ordinance or similar matter to effect a
material adverse change in the zoning of any of the Property; and
there shall not be pending at Closing with any Authority, an
application filed by Seller or any prior owner of the Property to
effect any change (whether or not material or adverse) in the zoning
of any of the Property.

(F) TENANT ESTOPPELS. Seller shall have delivered to
Purchaser estoppel certificates in the form as to each tenant agreed
to between Seller and Purchaser simultaneously herewith, without
material variation, executed by tenants for Leases which in the
aggregate comprise at least 80% of the leased square footage of the
Improvements and which must include estoppel certificates from those
tenants listed on Exhibit "P" attached hereto and by this reference
made a part hereof (excluding for the purposes of the calculation of
such percentages any estoppel certificate received from a tenant that
is in default by thirty (30) days or more in the payment of rent or
otherwise in material default under its Lease or that discloses that
such tenant is, or is discovered to be, in bankruptcy, whether
voluntary or involuntary), provided, however, that Seller may at its
option substitute an estoppel certificate from Seller for any estoppel
certificate not obtained from any tenant (in which event Seller will
warrant the accuracy of the information contained in such Seller's
estoppel certificates, which warranty shall survive the Closing for a
period of twelve (12) months thereafter), provided that in any event
Seller's estoppel certificates shall comprise no more than 25% of the
leased square footage of the Improvements. With respect to any
Seller's estoppel certificate given pursuant to this paragraph, Seller
may replace such estoppel certificate (and warranty with respect
thereto) with a tenant estoppel certificate obtained after Closing,
provided such tenant estoppel certificate is effective to a date not
more than fifteen (15) days prior to delivery to Purchaser.

(G) ENVIRONMENTAL. From and after the Effective Date and
prior to the Closing, there shall not have been (i) a release of a
hazardous or toxic substance on or from the Property in violation of
any applicable Requirements which has not been fully remediated, (ii)
the issuance by any applicable Authority of any clean-up, remediation,
monitoring or similar order with respect to the Property, or (iii) the
occurrence of any other state of facts or condition at or near

the Property which, in Purchaser's reasonable determination, creates
an imminent threat to the environmental condition of the Property

(H) COMMISSION AGREEMENTS. There shall be no agreements
creating obligations of the owner of the Property to pay rental, lease
or other commissions with respect to the Existing Leases other than as
set forth in the Commission Agreements.

(I) NO OTHER AGREEMENTS. The Leases shall be the only leases
affecting the Property, and except for the Leases, the Service
Contracts and the Permitted Exceptions, there shall be no service
contracts, management agreements or other agreements or instruments in
force and effect, oral or written, that grant to any person whomsoever
or any entity whatsoever any right, title, interest or benefit in or
to all or any part of the Property or any rights relating to the use,
operation, management, maintenance or repair of all or any part of the
Property which will survive the Closing or be binding upon Purchaser
and which could reasonably be expected to have a material adverse
effect upon the use or value of the Property.

(J) NO ASSESSMENTS. From and after the Effective Date and
prior to the Closing, no assessments (other than ad valorem taxes)
shall have been made against the Property that remain unpaid, whether
or not constituting liens.

(K) LEASE DEFAULTS. None of the tenants listed on said
Exhibit "P" attached hereto shall be in default by thirty (30) days or
more in the payment of rent or otherwise in material default under the
applicable Leases, tenants under Leases which in the aggregate
comprise 90% of the leased square footage of the Improvements shall
not be in default by thirty (30) days or more in the payment of rent
or otherwise in material default under the applicable Leases, and no
tenant shall have claimed or asserted any material default by the
landlord under any Lease.

(1) DECLARATIONS. There shall exist no material default, or
claim of material default, or any event which with the passage of time
or notice, or both, would constitute a material default or material
breach on the part of Seller under any declaration of easements and/or
restrictive covenants affecting the Property or under any other
Permitted Title Exception; and there shall exist no material default,
or claim of material default, or any event which with the passage of
time or notice, or both, would constitute a material default or
material breach thereunder on the part of any other party whose
property is encumbered or benefited by any such Permitted Title
Exception.

(m) DOT ESTOPPEL. Seller shall have obtained from the
Department of Transportation of the State of Georgia and shall have
delivered to Purchaser an estoppel letter in the form attached hereto
as Exhibit "Q" and by this reference made a part hereof, without
material variation from such form.

If any of the above conditions precedent is not satisfied as of the Closing
Date, Purchaser in its sole discretion and as its sole remedy (except as to any
condition which is not satisfied as a result of any default hereunder by Seller,
in which event Purchaser shall also have the remedies specified in Section 14.1)
may terminate this Agreement by written notice to Seller, and the Xxxxxxx Money
shall be promptly returned to Purchaser. Notwithstanding the foregoing, if and
to the extent there is within Purchaser's Actual Knowledge on the Effective Date
any fact or circumstance with regard to paragraphs (a), (e), (h), (i), (k) or
(l) which, if unchanged on the Closing Date would entitle Purchaser to terminate
this Agreement, Purchaser hereby waives its right to terminate this Agreement as
a result of any such fact or circumstance. Further, if from and after the
Effective Date and prior to the Closing Date Purchaser's Actual Knowledge
expands to include any fact or circumstance which if unchanged by the Closing
Date would permit Purchaser to terminate this Agreement pursuant to this Section
12.1, Purchaser shall be deemed to have waived such termination right as to such
fact or circumstance unless Purchaser gives written notice of such fact or
circumstance to Seller within five (5) business days after Purchaser first
develops such actual knowledge of such fact or circumstance.

For purposes of this Agreement, "PURCHASER'S ACTUAL KNOWLEDGE" shall be
deemed to mean in the aggregate (i) any fact or circumstance within the actual
knowledge of either Xxxxxxx X. Xxxxxxx or Xxxxxx X. Xxxxxx, both officers of
Purchaser, (ii) any fact or circumstance within the actual knowledge of either
Xxxxx X. Xxxxxxx, A. Xxxxxxxx Xxxxxx or Xxxxxxxx X. Xxxxxxxx, all of Xxxxxxxx
Xxxxxxx LLP, counsel for Purchaser, (iii) any fact or circumstance reflected in
any written report furnished to Purchaser by Deloitte & Touche LLP in connection
with Purchaser's purchase of the Property, (iv) any fact or circumstance
reflected in any written report furnished to Purchaser by Xxxxxx & Xxxxxxxxxx,
Inc. in connection with Purchaser's purchase of the Property, and (v) any fact
or circumstance reflected in any written report furnished to Purchaser by ATC
Environmental, Inc. in connection with Purchaser's purchase of the Property.

12.2 SELLER'S CONDITIONS. The obligations of Seller to consummate
the transaction contemplated by this Agreement are conditioned upon satisfaction
or written waiver by Seller of the following conditions precedent as of the
Closing Date:

(A) PURCHASER'S REPRESENTATIONS AND WARRANTIES. All
representations and warranties of Purchaser made herein remain true
and correct.

(B) PURCHASER'S OBLIGATIONS AND COVENANTS. Purchaser shall
have performed all of the obligations and covenants undertaken by
Purchaser in this Agreement to be performed by Purchaser at or prior
to the Closing.

(C) PURCHASER'S CLOSING DOCUMENTS. Purchaser shall have
delivered to Seller all of the documents enumerated in Section 10.2.

(D) PAYMENT OF PURCHASE PRICE. Purchaser (and Title Company,
as to the Xxxxxxx Money) shall have wire transferred to Seller the
Purchase Price (as adjusted pursuant to this Agreement) in accordance
with this Agreement.

13. FIRE, CASUALTY AND CONDEMNATION. The risk of loss, damage or
destruction to the Property by fire or other casualty until the Closing is
retained by Seller, but without any obligation or liability by Seller to repair
or restore the Property. If at any time between the Effective Date and the
Closing Date, any portion of the Property is destroyed or damaged as a result of
fire or any other casualty (hereinafter collectively referred to as a
"CASUALTY"), Seller shall promptly give written notice thereof (hereinafter
referred to as a "DAMAGE NOTICE") to Purchaser, including as soon thereafter as
is feasible a statement by an independent third party acceptable to Purchaser
and Seller of its estimate (hereinafter referred to as an "ESTIMATE") of the
cost of fully repairing and restoring the Property (to the extent practicable)
to the condition which existed prior to the Casualty. If the Estimate is for
less than One Million Dollars ($1,000,000), then neither party shall be entitled
to terminate this Agreement as a result of such Casualty except that Purchaser
shall be entitled at its sole option to terminate this Agreement upon written
notice to Seller, if such Casualty is so extensive as to allow any tenants of
the Property to terminate their Leases on account of such damage or destruction
(and, as a result, tenants with an aggregate of 25,000 or more rentable square
feet actually terminate or have the right to terminate as of or subsequent to
Closing and do not waive such right in writing prior to Closing) or if tenants
of 25,000 rentable square feet or more in the aggregate are entitled to an
abatement of rent under their Leases and Seller's rights under any rent loss
insurance policy covering the Property are not assignable to Purchaser or will
not result in payment of proceeds equal to or greater than such rent abated
throughout the period of restoration and repair of the Casualty. If the Estimate
is for One Million Dollars ($1,000,000) or more, then Purchaser shall be
entitled at its sole option to terminate this Agreement upon written notice to
Seller given by Purchaser within ten (10) days after Purchaser receives the
Estimate; and if Purchaser fails to give such termination notice, then neither
party shall be entitled to terminate this Agreement as a result of such
Casualty. If at any time prior to Closing, all or any material part of the
Property is subjected to a bona fide threat of condemnation by a body having the
power of eminent domain or is taken by eminent domain or condemnation (or sale
in lieu thereof), or if Seller receives notice that any condemnation, action or
proceeding with respect to any material portion of the Property is contemplated
by a body having the power of eminent domain (hereinafter collectively referred
to as a "TAKING"), Seller shall give Purchaser immediate written notice of such
Taking, and Purchaser may, by written notice to Seller at any time prior to
Closing, terminate this Agreement. If this Agreement is terminated by Purchaser
as above provided as a result of a Casualty or Taking, the Xxxxxxx Money shall
be refunded to Purchaser and neither party shall have any further liability
under this Agreement except for matters expressly stated in this Agreement to
survive termination of this Agreement. If this Agreement shall not be terminated
following a Casualty or Taking, then there shall be no abatement in the Purchase
Price, and in lieu of any such abatement, (i) Seller shall execute, acknowledge
and deliver to Purchaser at the Closing, an assignment, expressly made without
representation or warranty by Seller and without recourse to Seller, of Seller's

interest in any net insurance (including rent loss insurance) or condemnation
proceeds (that is, after expense of collection) which may be payable to Seller
as a result of such Casualty or Taking, subject, however to Seller's right to
receive reimbursement therefrom of any amounts paid or incurred by Seller for or
on account of repairs and/or restoration of the Property prior to the Closing
and (ii) Purchaser shall be entitled to a credit against the Purchase Price in
the amount of any deductible or uninsured amount applicable to the proceeds of
insurance with respect to such damage.

14. REMEDIES.

14.1 PURCHASER'S REMEDIES. If Seller should breach, or be in
default under, this Agreement and Purchaser is not in default in the
performance of its obligations under this Agreement, and if Seller
shall fail to cure such breach or default within five (5) days after
receipt from Purchaser of written notice thereof, Purchaser shall be
limited to the right to (whichever Purchaser elects and as its sole
and exclusive remedy):

(a) seek specific performance of this Agreement;

(b) terminate this Agreement and receive its Xxxxxxx
Money from Seller as its sole and exclusive remedy; or

In no event shall Purchaser be entitled to bring an action for damages against
Seller as a result of such breach or default.

14.2 SELLER'S REMEDIES. If Purchaser should breach, or be in
default under, this Agreement and Seller is not in default in the performance of
its obligations under this Agreement, and if Purchaser shall fail to cure such
breach or default within five (5) days after receipt from Seller of written
notice thereof, Seller's sole remedy shall be to receive from Title Company the
Xxxxxxx Money as liquidated damages occasioned by such breach, such amount
having been agreed to by the parties as a good faith estimate of Seller's actual
damages, which damages are difficult to ascertain, as its sole and exclusive
remedy. Seller hereby waives and releases any right to (and covenants that
Seller shall not) xxx Purchaser for specific performance of this Agreement or to
recover actual or other damages in excess of the Xxxxxxx Money.

15. BROKERS.

15.1 SELLER'S RESPONSIBILITY. Seller warrants to Purchaser
that Seller has dealt with no broker, salesperson or finder with respect to this
Agreement or the transactions contemplated herein, other than Broker, for which
Seller shall be responsible. Seller shall indemnify, protect, defend and hold
Purchaser harmless from and against all claims, losses, costs, expenses and
damages (including attorneys' fees and costs) resulting from a breach of the
foregoing warranty.

15.2 PURCHASER'S RESPONSIBILITY. Purchaser warrants to Seller
that Purchaser has dealt with no broker, salesperson or finder with respect to
this Agreement or the transactions contemplated herein, other than Broker.
Purchaser shall indemnify, protect, defend and hold Seller harmless from and
against all claims, losses, costs, expenses and damages (including attorneys'
fees and costs) resulting from a breach of the foregoing warranty.

15.3 SURVIVAL OF INDEMNITY. Notwithstanding any provision of this
Agreement to the contrary, the obligations of the parties under this Section 15
shall survive the Closing or any termination of this Agreement. At the Closing
each party shall provide Title Company with an affidavit confirming its
representations under this Section 15.

16. MISCELLANEOUS.

16.1 MODIFICATIONS: WAIVER. No waiver, modification, amendment,
discharge, termination or change of this Agreement shall be valid unless the
same is in writing and signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge, termination or change is sought.

16.2 ENTIRE AGREEMENT. This Agreement and the Escrow Agreement
constitute the entire understanding between the parties with respect to the
transactions contemplated herein, and all prior or contemporaneous oral
agreements, understandings, representations and statements, and all prior
written agreements, understandings, representations, statements, letters of
intent and summaries of terms are merged into this Agreement and the Escrow
Agreement. Without limiting the foregoing, this Agreement expressly supersedes
and replaces that certain letter of intent dated June 28, 1996 entered into
between Seller and Purchaser.

16.3 NOTICES. Any notice, demand or request which may be
permitted, required or desired to be given in connection with this Agreement
shall be given in writing and directed to Seller and Purchaser as follows:

IF INTENDED FOR SELLER:

ARES Realty Capital, Inc.
0000-X Xxxxxxxxx Xxxxx Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Senior Vice President - Regional Head

with a copy to:

The Mutual Life Insurance Company
of New York
c/o ARES Realty Capital, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx XxXxxxx

with a copy to

The Mutual Life Insurance Company
of New York
c/o ARES Realty Capital, Inc.
0000-X Xxxxxxxxx Xxxxx Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxx, Esq.

with a copy to:

Xxxxx X. Xxxxxxxx, Esq.
Xxxxx, Day, Xxxxxx & Xxxxx
Suite 3500
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000

IF INTENDED FOR PURCHASER:

Overseas Partners Capital Corp.
000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
President

WITH A COPY TO:

Overseas Partners Capital Corp.
000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
ATTN: Xxxxxx X. Xxxxxx, Esq.
Vice President

and with a copy to:

Xxxxx X. Xxxxxxx, Esq.
Xxxxxxxx Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000

or at such other address or to such other party which any party entitled to
receive notice hereunder designates to the other in writing from time to time.
Notices shall be sent by nationally recognized overnight courier, for next
business day delivery, and shall be deemed delivered on the date shown on the
receipt unless delivery is refused or delayed by the addressee, in which event
delivery shall be deemed to occur on the date of refusal.

16.4 GOVERNING LAW. The validity, meaning and effect of this
Agreement shall be determined in accordance with and governed by the laws of the
State of Georgia, without giving effect to the principles of conflict of laws
thereof.

16.5 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and so long as each party has signed at least one counterpart,
each counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument.

16.6 INTERPRETATION.This Agreement shall not be construed more
strictly against one party than against the other merely by virtue of the fact
that it may have been prepared by counsel for one of the parties, it being
recognized that both Seller and Purchaser have contributed substantially and
materially to the preparation of this Agreement. The captions in this Agreement
are inserted for convenience and reference only and shall in no way affect,
define, describe or limit the scope or intent of this Agreement or any of the
provisions hereof. Unless the context otherwise requires, (i) "or" is
disjunctive but not necessarily exclusive, (ii) words in the singular include
the plural and vice versa- and (iii) the word "including" and similar terms
following any statement will not be construed to limit the statement to the
matters listed after such word or term, whether a phrase of nonlimitation such
as "without limitations" is used. All references to "$" or dollar amounts are to
lawful currency of the United States of America.

16.7 ASSIGNABILITY. Neither Seller nor Purchaser shall have the
right, without the other party's prior written consent, which consent may be
withheld in such other party's sole discretion, to assign or transfer any of the
rights, obligations and interests under this Agreement prior to the Closing.
Notwithstanding the foregoing, (a) Seller shall not unreasonably withhold its
consent to an assignment by Purchaser of its interest under this Agreement to a
wholly owned subsidiary of Purchaser, (i) provided Purchaser provides Seller
with reasonably satisfactory evidence that the net worth of such

subsidiary will be sufficient on the Closing Date to enable it to perform its
obligations under this Agreement, and (ii) provided it is not necessary to
extend the Closing Date in order to accommodate such assignment to Purchaser's
subsidiary, and (b) Purchaser shall be entitled to assign its interest under
this Agreement to a wholly owned subsidiary of Purchaser, provided such
assignment is made effective as of the Closing Date and will be effective only
if the Closing is effected.

16.8 BINDING EFFECT. Subject to the limitations of Section 16.7,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors and permitted
assigns.

16.9 TIME OF ESSENCE. Seller and Purchaser agree that time shall
be of the essence of this Agreement, and of every obligation and undertaking
under this Agreement.

16.10 INVALID PROVISIONS. In the event any term or provision of
this Agreement shall be held illegal, unenforceable or inoperative as a matter
of law, the remaining terms and provisions of this Agreement shall not be
affected thereby, but each such remaining term and provision shall be valid and
shall remain in full force and effect, unless the intent of the parties
hereunder cannot reasonably be accomplished under the resulting agreement.

16.11 BUSINESS DAYS. If any date herein set forth for the
performance of any obligations by Seller or Purchaser or for the delivery of any
instrument or notice as herein provided should be on a Saturday, Sunday or legal
holiday, the compliance with such obligations or delivery shall be deemed
acceptable on the next business day following such Saturday, Sunday or legal
holiday. As used herein, the term "LEGAL HOLIDAY" means any state or federal
holiday for which financial institutions or post offices are generally closed in
the State of Georgia

16.12 CONFIDENTIALITY. No press release or other disclosure
(except to the extent required by law or necessary to complete the transaction
contemplated hereby) regarding the purchase and sale contemplated hereby will be
issued or made by either party without the prior written consent of both
parties.

16.13 RETURN OF DOCUMENTS. In the event the transaction
contemplated hereby fails to close for any reason, all documents provided to
Purchaser by Seller shall be promptly returned to Seller.

16.14 RECORDING IS PROHIBITED. The parties agree that recording
this Agreement or a memorandum or notice thereof is prohibited and will not be
undertaken by either party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.

SELLER:

THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK, a New York corporation

By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx,
ARES Realty Capital, Inc.
Authorized Showy

PURCHASER:

OVERSEAS PARTNERS CAPITAL CORP., a
Delaware corporation

By: /s/ Xxxxx X. Xxxxxx
----------------------------
Name: Xxxxx X. Xxxxxx
Title: President & CEO

EXHIBIT "A"

SCHEDULE OF COMMISSION AGREEMENTS

SOUTH TOWER

1. Registration and Commission Agreement between Atlanta Financial Center
Associates and Davidson Associates Inc. dated January 4, 1993 for Fellows,
Johnson, Xxxxx & Xxxxxxxx lease.

2. Registration and Commission Agreement between Atlanta Financial Center
Associates and The Sharp Boylston Companies dated June 28, 1993 for
Xxxxxxxx Xxxxx of Georgia, Inc. lease.

3. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxxx and Company dated August 23, 1991 for The Gallup
Organization, Inc. lease.

4. Registration and Commission Agreement between Atlanta Financial Center
Associates and Xxxxxxx Xxxxxx & Company dated May 29, 1992 for Xxxxxxx &
Dubner lease.

5. Registration and Commission Agreement between Atlanta Financial Center
Associates and Xxxxxxx Xxxxxxx & Co. dated March 13, 1990 for Xxxxxx
Advertising lease.

6. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxx & Associates, L.L.C. dated December 21, 1995 for MCIMetro Access
Transmission Services, Inc. lease.

7. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Meridian Property Group, Ltd. dated July 10, 1989 for Xxxxxx
Xxxxx and Xxxxxx Xxxxxx lease.

8. Registration and Commission Agreement between Atlanta Financial Center
Associates and Xxxxxxx & Wakefield of Georgia, Inc. dated June 30, 1993 for
Ruys & Company lease.

9. Registration and Commission Agreement between The Mutual Life Insurance
Company of New York and Xxxxx Xxxxxx & Associates dated March 15, 1994 for
Xxxxx & Xxxxxxxx lease.

10. Registration and Commission Agreement between The Mutual Life Insurance
Company of New York and Xxxxxx & Associates dated June 23, 1994 for Todays
Temporary, Inc. lease.

11. Registration and Commission Agreement between Atlanta Financial Center
Associates and Xxxxxx & Associates, Ltd. dated May 28, 1993 for White,
Smith, Xxxxxx & Ajax lease.

12. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxxx Xxxxxx & Company dated __________ , 199__ for Teknion, Inc.
lease [Note: unsigned by Landlord].

EAST TOWER

1. Commission Agreement between The Mutual Life Insurance Company of New York
and The Xxxxxx Company dated August 29, 1995 for Xxxxxx X. Xxxxx d/b/a
Xxxxx & Xxxxxx lease.

2. Commission Agreement between The Mutual Life Insurance Company of New York
and Executive Realty dated December 1, 1995 for Worldwide Notifications
Systems lease.

3. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxxxx & Company dated June 29, 1995 for Xxxxxxxxx & Xxxxxxxx lease.
[Note: A second copy of this agreement is dated August 2, 1995, but Seller
represents and warrants that both copies constitute one and the same
agreement.]

4. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxx X. Xxxxxx dated March 6, 1995 for Xxxx X. Xxxxxx, Xx., P.C.
lease.

5. Commission Agreement between The Mutual Life Insurance Company of New York
and The Xxxxxxxxx Company dated December 20, 1994 for Van Munching & Co.,
Inc. lease.

6. Commission Agreement between The Mutual Life Insurance Company of New York
and Office Associates, Inc. dated October 31, 1995 for Universal Diamonds,
Inc. lease.

7. Commission agreement letter between Xxxxxxxx-Xxxxxxxx Properties,
Incorporated and Xxxxxxx & Wakefield of Georgia, Inc. dated August 7, 1986
for Xxxxx, Xxxxxxxx & Xxxxxxx lease.

8. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and COMSTAR Real Estate Services, Inc. dated November 2, 1992
for Small, White & Marani lease.

9. Registration and Commission Agreement between R-H Associates Bldg. II Corp.
and Penso Realty dated June 5, 1987 for Xxxxxx Xxxxx'x for Hair lease.

10. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxxxx Xxxxxx & Company dated January 4, 1993 for Plaza
Hotel Management lease.

11. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and CB Commercial dated October 16, 1992 for Mutual of America
lease.

12. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Akin Properties, Inc. dated October 8, 1991 for Montag &
Xxxxxxxx, Inc. lease.

13. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and AFCO Realty Associates, Inc. dated October 11, 1989 for
Milliman & Xxxxxxxxx, Inc. lease.

14. Registration and Commission Agreement between Atlanta Financial Center
Associates and Xxxxx-Xxxxx/Xxxxxx & Xxxxx dated October 20, 1989 for
Midwest Employers Casualty Company lease.

15. Commission Agreement between The Mutual Life Insurance Company of New York
and Cott & Xxxxxxx, Inc. dated April 12, 1996 for Main America Capital,
Inc. lease.

16. Commission Agreement between The Mutual Life Insurance Company of New York
and CB Commercial Real Estate Group, Inc. dated March 20, 1995 for
Lamberth, Bonapfel, Xxxxxxx & Xxxxxxx lease.

17. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxx & Xxxxx dated March 24, 1992 for Xxxxxx Xxxxxxx, Inc.
d/b/a Xx Xxxxxxx USA lease.

18. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxx X. Xxxxx Company dated November 14, 1992 for S.M.M.
Corporation d/b/a Xxx Xxx Valet lease.

19. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxxx and Associates, Ltd. dated December 24, 1991 for
Industrial Developments International, Inc. lease.

20. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Akin Properties, Inc. dated November 6, 1991 for Xxxxx
Xxxxx, P.C. lease.

21. Commission Agreement between The Mutual Life Insurance Company of New York
and The Sharp-Boylston Companies dated September 28, 1995 for Xxxxxxx
Commercial Furniture lease.

22. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxxx and Company dated February 18, 1994 for Xxxxxxx X.
Xxxxx lease.

23. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxx & Xxxxx dated October 25, 1995 for Gaiatech, Inc. lease.

24. Commission Agreement between The Mutual Life Insurance Company of New York
and Office Associates, Inc. dated September 28, 1995 for Xxxxxxxxx & Co.
lease.

25. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxxx & Associates dated September 5, 1995 for Xxxxxxxxx & Xxxx, Inc.
lease.

26. Registration and Commission Agreement between The Mutual Life Insurance
Company of New York and The Xxxxxx Company dated August 29, 1994 for
Enterprise Capital Management, Inc. lease.

27. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and CB Commercial Real Estate Group, Inc. dated March 5, 1992
for The Disney Channel lease and Amendment to Registration and Commission
Agreement dated July 23, 1992.

28. Commission Agreement between The Mutual Life Insurance Company of New York
and The LeCraw Company dated November 8, 1995 for Denon Corp. (USA) lease.

29. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and The Xxxxxx-Xxxxxxxx Company dated December 7, 1993 for
Xxxxxxx Management Consultants lease.

30. Commission Agreement between The Mutual Life Insurance Company of New York
and The Xxxxxx Company dated March 15, 1996 for California Compensation
Insurance Company d/b/a Business Insurance Company, Inc. lease.

31. Registration and Commission Agreement between The Mutual Life Insurance
Company of New York and Brookdale Realty Services dated October 4, 1994
for Brookdale Realty Services lease.

32. Registration and Commission Agreement between The Mutual Life Insurance
Company of New York and Xxxxxx & Associates, Ltd. dated March 28, 1994 for
Alliance Technology Management Company lease.

33. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Peachtree Brokers dated August 19, 1993 for Xxxxxx X. Xxxxx
& Associates, Inc. lease.

34. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Rubloff, Inc. dated May 11, 1990 for Air One, Inc. lease.

35. Registration and Commission between Two Atlanta Financial Center
Associates and Xxxxxxx & Wakefield of Georgia, Inc. dated September 2,
1993 for Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx, Inc. lease.

36. Registration and Commission Agreement between Two Atlanta Financial Center
Associates and Xxxxxx & Associates dated September 3, 1993 for Xxxxxx and
Xxxxxxx lease.

37. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxxx/Xxxxxxx Company dated June 28, 1996 for Starbucks Corporation
lease.

NORTH TOWER

1. Commission Agreement between The Mutual Life Insurance Company of New York
and The Xxxxxx Company dated May 4, 1995 for Xxxxxx X. Xxxxxxxxx, P.C.
lease.

2. Commission Agreement (undated) between The Mutual Life Insurance Company
of New York and Xxxxxxx Xxxxxx & Company for The Xxxxxxx Insurance Group
lease. [Note: Broker refused to execute standard agreement and Landlord
refused to approve changes requested.]

3. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxxxxxx Xxxxx Realty dated November 8, 1989 for Xxxxxx X. Xxxxx
& Associates, P.C. lease.

4. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxxx Xxxxxx & Company dated May 5, 1995 for Transcend Services,
Inc. lease.

5. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxxxxxx & Xxxxxxxxx of Georgia, Inc. dated November 22, 1989 for
The Xxxxxx Financial Group lease.

6. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Royal LePage Real Estate Services dated March 25, 1991 for Shore
& Azimov, P.C. lease.

7. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxx & Associates dated April 3, 1995 for Spix, Xxxxx & Reece lease.

8. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Real Estate Specialist, Inc. dated August 9, 1994 for The
Prudential Insurance Company of America lease.

9. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxx Xxxxxx Properties dated February 25, 1994 for Xxxxxx
Transportation, Ltd. lease.

10. Commission Agreement between The Mutual Life Insurance Company of New York
and The Xxxxxx Company dated March 20, 1996 for Interim Accounting
Professionals of Atlanta, Inc. lease.

11. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxxxxxx & Associates dated December 21, 1993 for Christian Dior
Perfumes lease.

12. Commission Agreement between The Mutual Life Insurance Company of New York
and The Xxxxxx Company dated July 27, 1995 for City Capital Corporation
lease. [Note: A second copy of this agreement is dated July 24, 1995, but
Seller represents and warrants that both copies constitute one and the
same agreement.]

13. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxxxx Realty, Inc. dated February 2, 1994 for Xxxxxxxx & Xxxxx
lease.

14. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxxxxxx Xxxxxx & Company dated August 9, 1994 for X. X. Xxxxxx &
Sons, Inc. lease.

15. Commission Agreement between The Mutual Life Insurance Company of New York
and Sunlink dated April 7, 1996 for BellSouth Communications, Inc. lease.

16. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and The Staubach Company-Southeast, Inc. dated July 11, 1991 for
KnowledgeWare, Inc. lease.

17. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxx & Associates, L.L.C. dated June 7, 1996 for Xxxxxxx & Company
lease

18. Commission Agreement between The Mutual Life Insurance Company of New York
and Xxxxxx Properties, Inc dated October 6, 1995 for BellSouth
Telecommunications, Inc. Lease.

19. Registration and Commission Agreement between The Mutual Life Insurance
Company of New York and Xxxxxxx & Wakefield of Georgia dated December 12,
1994 for PeopleSoft lease.

20. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Xxxxxxx & Xxxxxxxxx of Georgia dated June 10, 1992 for
Yankelovich, Xxxxxx & White/Xxxxxx Xxxxxxx, Inc. d/b/a Yankelovich Xxxxxx
Xxxxxxx lease. [Note: unsigned by Landlord].

21. Registration and Commission Agreement between R-H Associates Bldg. III
Corp. and Group VI Real Estate dated December 11, 1992 for Xxxxxxx
Instruments, Inc. lease.

EXHIBIT "B"

SCHEDULE OF EXISTING LEASES

SOUTH TOWER:

1. Restaurant Management Agreement between The Mutual Life Insurance Company
of New York (as Owner) and American Food Management, Inc. (as Manager)
dated November 27, 1995.

2. Lease Agreement (South Tower) between The Mutual Life Insurance Company of
New York and Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxxx d/b/a Atlanta's Flower
Mart dated August 26, 1994; Unconditional Guaranty of Lease by Xxxxxxxx
Xxxxxxx and Xxxx Xxxxxxxxxx d/b/a Atlanta's Flower Mart dated March 6,
1995; as assigned by Assignment of Lease to Buckhead Florist, Inc. dated
March 7, 1995; Certificate as to Term of Lease dated April 5, 1995,
amended by First Amendment to Lease between The Mutual Life Insurance
Company of New York as Landlord and Buckhead Florist, Inc. dated February
11, 1996.

3. Lease Agreement (South Tower) between Atlanta Financial Center Associates
and Fellows, Johnson, Xxxxx & Xxxxxxxx dated January 4, 1993; Certificate
as to Term of Lease dated March 18, 1993.

4. Lease Agreement (South Tower) between Atlanta Financial Center Associates
and Gallup, Inc. dated October 12, 1992; Certificate as to Term of Lease
dated November 23, 1992.

5. Lease Agreement (South Tower) between Atlanta Financial Center Associates
and Xxxxxxx & Xxxxxx dated April 29, 1992; Certificate as to Term of Lease
dated June 19, 1992; amended by First Amendment between The Mutual Life
Insurance Company of New York and Xxxxxxx & Dubner dated January 24, 1995.

6. Lease Agreement (South Tower) between Atlanta Financial Center Associates
and Xxxxxx Advertising, Inc. dated November 30, 1993.

7. Lease Agreement (South Tower) between The Mutual Life Insurance Company of
New York and Xxxxxx Xxxxxxxxxx d/b/a Image Shine dated August 10, 1995;
Certificate as to Term of Lease dated December 21, 1995.

8. Lease Agreement (South Tower) between The Mutual Life Insurance Company of
New York and R.E. Xxxxxxxx & Associates, Inc. dated July 13, 1995;
Certificate as to Term of Lease dated August 28, 1995.

9. Lease Agreement between The Mutual Life Insurance Company of New York and
Metrex Corporation d/b/a Metropolitan Fiber Systems of Atlanta, Inc. dated
December 8, 1994.
43

10. Lease Agreement (South Tower) between The Mutual Life Insurance
Company of New York and MCImetro Access Transmission Services, Inc.
dated December 21, 1995.

11. Amended and Restated Lease Agreement between The Mutual Life
Insurance Company of New York and The Xxxxxxxx-Xxxxxxxx Company,
Inc. dated November 15, 1994; amended by Modification to Amended and
Restated Lease Agreement dated November 30, 1994.

12. Lease Agreement (South Tower) between Atlanta Financial Center
Associates and Xxxxxx Xxxxx and Xxxxxx Xxxxx dated July 10, 1989;
amended by First Amendment to Lease Agreement and Lease Extension
Agreement dated August 31, 1993; Certificate as to Term of Lease
dated_______,19______.

13. Lease Agreement between Atlanta Financial Center Associates and Rays
& Company dated March 9, 1984; amended by First Amendment to Lease
Agreement dated July 7, 1986; further amended by Second Amendment to
Lease Agreement dated March 22, 1988; as further amended by Third
Amendment to Lease Agreement dated September 23, 1988; as further
amended by Fourth Amendment to Lease Agreement dated February 6,
1988 [sic]; as further amended by Fourth Amendment [sic] to Lease
Agreement dated November 16, 1988; Certificate as to Term of Lease
dated February 6, 1989; as amended by Fifth Amendment to Lease
Agreement dated April 6, 1993; Storage Space Rental Agreement
between Two Atlanta Financial Center Associates and Ruys & Company
dated May 17, 1989; as amended by Amendment to Storage Space Rental
Agreement dated August 2, 1990.

14. Amendment to and Restatement of Lease Agreement between The Mutual
Life Insurance Company of New York and Xxxxxxxxx Xxxxx of Georgia,
Inc. dated January 1, 1995.

15. Lease Agreement between Atlanta Financial Center Associates and
Xxxxxxxx & Co. dated November 8, 1983; amended by First Amendment
and Substitution of Undisclosed Principals between Atlanta Financial
Center Associates and Forts on and White dated December 19, 1983;
further amended by Second Amendment to Lease Agreement dated
November 11, 1985; further amended by Third Amendment to Lease
Agreement dated April 28, 1988; further amended by Fourth Amendment
to Lease Agreement dated December 1, 1989; further amended by Fifth
Amendment to Lease Agreement and Lease Extension and Expansion
Agreement with White, Smith, Xxxxxx & Ajax (f/k/a Forts on & White),
as Tenant, dated June 8, 1993; further amended by Sixth Amendment to
Lease Agreement between The Mutual Life Insurance Company of New
York as Landlord and Xxxxx, Xxxxxx and Ajax dated March 7, 1995;
Certificate as to Term of Lease [undated]; Storage Space Rental
Agreement between The Mutual Life Insurance Company of New York and
Xxxxx, Xxxxxx & Ajax dated February 1, 1996.

16. Lease Agreement between The Mutual Life Insurance Company of New
York and Teknion, Inc. dated March 29, 1996; Certificate as to Term
of Lease dated July 1, 1996.

17. Lease Agreement (South Tower) between The Mutual Life Insurance
Company of New York and Xxxxx & Xxxxxxxx, Inc. dated April 6, 1994.

18. Lease Agreement (South Tower) between The Mutual Life Insurance
Company of New York and Today's Temporary, Inc. dated June 16, 1994;
Certificate as to Term of Lease dated August 25, 1994.

North Tower:

1. Lease Agreement between The Mutual Life Insurance Company of New
York and ARES, Inc. dated February 1, 1996.

2. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp,
and Bankers Trust Company dated June 28, 1990; Certificate as to
Term of Lease dated September 17, 1990; Sublease between Bankers
Trust Company and Xxxxxxxxx & Associates, Inc. dated September 30,
1993 with Consent to Sublease by R-H Associates Bldg III Corp. dated
November 3, 1993.

3. Lease Agreement (North Tower) between R-H Associates Bldg III Corp
and Xxxxxxx Instruments, Inc. dated June 3, 1993; Certificate as to
Term of Lease dated November 23, 1993.

4. Lease Agreement between The Mutual Life Insurance Company of New
York and BellSouth Personal Communications, Inc. dated April 7,
1996.

5. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and BellSouth Telecommunications, Inc. dated
September 12, 1995.

6. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Bleke & Xxxx, P.C, dated September 9, 1992; Certificate as to
Term of Lease dated January 18, 1993.

7. Lease Agreement (North Tower) between R-H Associates Bldg. III
Corp. and Xxxxxx X. Xxxxx & Associates, P.C, dated October 10, 1989;
Certificate as to Term of Lease dated December 15, 1990; amended by
Amendment and Extension of Lease Agreement dated March 11, 1992;
Unconditional Guaranty of Lease by Xxxxxx X. Xxxxx dated April 7,
1992; Sublease Agreement to Xxxx X. Xxxxx dated December 1, 1995
with Consent to Sublease by The Mutual Life Insurance Company of New
York dated November 30, 1995.

8. Agreement between The Mutual Life Insurance Company of New York and
Corporate Sports Unlimited, Inc. dated January 1, 1995.

9. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Business Telecom, Inc. dated August 19, 1994 [Suite 1160];
amended by First Amendment to Lease Agreement dated December 8,
1994; Certificate as to Term of Lease dated March 13, 1995; Sublease
to Commodity Marketing Company, Inc. dated April 5, 1996 with
Consent to Sublease by The Mutual Life Insurance Company of New York
dated May 20, 1996.

10. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Business Telecom, Inc. dated August 19, 1994 [Suite 530];
Certificate as to Term of Lease dated March 13, 1995; Sublease to
American Management Institute dated July 30, 1996 with Consent to
Sublease by The Mutual Life Insurance Company of New York dated July
30, 1996.

11. Lease Agreement (North Tower) between R-H Associates Bldg. III.
Corp. and Chase Communications, Inc. d/b/a Xxxxxxxx & Xxxxx
SPEECHWORKS dated April 26, 1990; Certificate as to Term of Lease
dated July 12, 1990; amended by First Amendment to Lease Agreement
dated January 7, 1994.

12. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Christian Dior Perfumes, Inc. dated January 3, 1991; Certificate
as to Term of Lease dated January 31, 1991; Lease amended by First
Amendment to Lease Agreement and Lease Extension Agreement dated
December 31, 1993.

13. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and City Capital Corporation dated July 24,
1995; Certificate as to Term of Lease dated September 12, 1995.

14. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and Xxxxx Xxxxx, P.C. dated January 30, 1995;
Certificate as to Term of Lease dated March 7, 1995.

15. Lease Agreement (North Tower) between R-H Associates Bldg. III.
Corp. and Xxxxxx Xxxx Investments dated August 14, 1991; Certificate
as to Term of Lease dated ; Lease amended by First Amendment to
Lease with The Mutual Life Insurance Company of New York, as
Landlord, dated November 14, 1994; Certificate as to Term of Lease
dated April 10, 1995.

16. Lease Agreement between The Mutual Life Insurance Company of New
York and Interim Accounting Professionals of Atlanta, Inc. dated
March 26, 1996; Guaranty by Xxxxxx Xxxxxx dated February 28, 1996;
Certificate as to Term of Lease dated May 14, 1996.

4
46

17. Lease Agreement between R-H Associates Bldg. III Corp. and
Knowledgeware, Inc. dated July 26, 1991; Certificate as to Term of
Lease dated January 10, 1992; amended by First Amendment to Lease
Agreement between The Mutual Life Insurance Company of New York and
Sterling Software (Southern), Inc. dated December 31, 1994; Sublease
Agreement to Columbia/HCA Healthcare Corporation dated October 24,
1994 and Consent to Sublease by The Mutual Life Insurance Company of
New York dated October 24, 1994; Sublease Agreement to BellSouth
Personal Communications, Inc. dated September 20, 1994 and Consent
to Sublease by The Mutual Life Insurance Company of New York dated
September 30, 1994; Substitute Lease Agreement (North Tower) between
The Mutual Life Insurance Company of New York and BellSouth Personal
Communications, Inc., dated September 20, 1994 as affected by
Landlord Non-Disturbance and Attornment Agreement between
Knowledgeware, Inc., The Mutual Life Insurance Company of New York
and BellSouth Personal Communications, Inc., dated September 20,
1994; Guaranty of Substitute Lease Agreement by BellSouth
Enterprises, Inc., dated September 20, 1994; First Amendment to
Substitute Lease Agreement dated October 21, 1994.

18. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Xxxxxx Transportation, Ltd. d/b/a London Livery, Ltd. dated
March 11, 1994; Certificate as to Term of Lease dated June 2, 1994.

19. Lease Agreement (North Tower) between R-H Associates Bldg. III.
Corp. and Mutual of America Life Insurance dated May 23, 1994;
Certificate as to Term of Lease dated , 1994.

20. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and Peoplesoft, Inc. dated December 30, 1994.

21. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and The Prudential Insurance Company of America dated July 25, 1994;
Certificate as to Term of Lease with The Mutual Life Insurance
Company of New York as Landlord dated October 17, 1994.

22. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and Xxxxxx X. Xxxxxxxxx, P.C. dated April 25,
1995; Unconditional Guaranty of Lease by Xxxxxx X. Xxxxxxxxx dated
April 25, 1995; Certificate as to Term of Lease dated July 14, 1995.

23. Lease Agreement between The Mutual Life Insurance Company of New
York and Xxxx Xxxxxxx, an individual d/b/a Xxxxxxx & Company, dated
June 3, 1996.

24. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Shore & Azimov, P.C. dated March 12, 1991; Certificate as to
Term of Lease dated August 28, 1991; Sublease to Technical Products
Group Inc. dated June_, 1995 with

Consent to Sublease by The Mutual Life Insurance Company of New York
dated July 19, 1995.

25. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Spix, Xxxxx & Xxxxx, P.C. dated November 22, 1989; Certificate
as to Term of Lease dated December 27, 1989(?); Certificate as to
Term of Lease dated January 2, 1991; amended by First Amendment to
Lease Agreement with The Mutual Life Insurance Company of New York
as Landlord dated March 1, 1995.

26. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and X.X. Xxxxxx & Sons, Inc. dated August 26, 1994; Certificate as
to Term of Lease with The Mutual Life Insurance Company of New York
as Landlord dated November 10, 1994.

27. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and Transcend Services, Inc. dated April 10,
1995.

28. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and The Xxxxxx Financial Group dated November 9, 1989; amended by
First Amendment to Lease Agreement dated December 4, 1989;
Certificate as to Term of Lease dated February 27, 1990; further
amended by Second Amendment to Lease Agreement dated March 9, 1990;
further amended by Third Amendment to Lease Agreement dated March
20, 1991; Certificate as to Term of Lease dated July 11, 1991;
further amended by Fourth Amendment to Lease Agreement dated
September 1, 1994; further amended by Fifth Amendment to Lease
Agreement with The Mutual Life Insurance Company of New York as
landlord dated October 21, 1995.

29. Lease Agreement (North Tower) between R-H Associates Bldg. III.
Corp. and The Xxxxxxx Insurance Group, Inc. dated August 14, 1991;
Certificate as to Term of Lease dated June 17, 1992; Storage Space
Rental Agreement [East Tower] dated May 1, 1993; amended by First
Amendment to Lease Agreement with The Mutual Life Insurance Company
of New York as Landlord dated December 21, 1995; Certificate as to
Term of Lease dated January 26, 1996.

30. Lease Agreement (North Tower) between The Mutual Life Insurance
Company of New York and The Xxxxxx Law Firm, P.C. dated December 1,
1994; Unconditional Guaranty of Lease by L. Xxxx Xxxxxx dated
December 1, 1994.

31. Lease Agreement (North Tower) between R-H Associates Bldg. III Corp.
and Yankelovich, Xxxxxx & White/Xxxxxx, Xxxxxxx Inc. d/b/a
Yankelovich Xxxxxx Xxxxxxx dated May 18, 1992; amended by First
Amendment to Lease Agreement dated July 9, 1992; Certificate as to
Term of Lease dated November 23, 1992; further amended by Second
Amendment to Lease Agreement with The Mutual life Insurance Company
of New York as Landlord dated May 31, 1995.

East Tower:

1. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Air One, Inc. dated April 20, 1990; amended by First
Amendment to Lease Agreement dated May 8, 1990; further amended by
Second Amendment to Lease Agreement and Extension of Lease Term
dated February 1, 1993; Storage Space Rental Agreement with The
Mutual Life Insurance Company of New York as Landlord dated November
6, 1995; further amended by Third Amendment to Lease Agreement with
The Mutual Life Insurance Company of New York as Landlord dated
March 19, 1996; further amended by Fourth Amendment to Lease
Agreement dated May 22, 1996; Sublease Agreement to Fellows,
Johnson, Xxxxx & XxXxxxxx dated May 6, 1996 with Consent to Sublease
by The Mutual Life Insurance Company of New York dated May 20, 1996;
Certificate as to Term of Lease dated June 17, 1996.

2. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Alliance Technology Management Company dated
March 28, 1994; amended by First Amendment to Lease Agreement dated
April 28, 1994; Certificate as to Term of Lease dated June 2, 1994.

3. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxx X. Xxxxx & Associates, Inc. dated August 16,
1993; Certificate as to Term of Lease dated January 23, 1994.

4. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and XXXX Group, Inc. dated December 9, 1993; Storage
Space Rental Agreement with The Mutual Life Insurance Company of New
York as Landlord dated July 12, 1995.

5. Lease Agreement between The Mutual Life Insurance Company of New
York and Xxxxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx dated April
3, 1996; Certificate as to Term of Lease dated May 21, 1996.

6. Lease Agreement between The Mutual Life Insurance Company of New
York and Xxxxx Xxxxxx d/b/a Atlanta Auto Salon dated December 20,
1995; Certificate as to Term of Lease dated January 15, 1996.

7. Lease Agreement between The Mutual Life Insurance Company of New
York and The Atlanta Committee for the Olympic Games, Inc. dated
November 15, 1995.

8. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Brookdale Realty Services dated October 3,
1994; amended by First Amendment to Lease Agreement dated November
11, 1994; Certificate as to Term of Lease dated February 3, 1995;
further amended by Second Amendment to Lease Agreement with
Brookdale Realty Services, LLC as Tenant dated May 29, 1996.

9. Lease Agreement (East Tower) between R-H Associates Bldg. II Corp.
and Buckhead Management Corporation dated September 19, 1986;
Private Club

7
49

Consulting Agreement between Buckhead Management Corporation and
Club Corporation of America dated September 19, 1986; Lease amended
by First Amendment to Lease Agreement dated November 26, 1986;
further amended by Second Amendment to Lease Agreement dated
September 7, 1988; further amended by Third Amendment to Lease
Agreement with Two Atlanta Financial Center Associates as Landlord
and The Buckhead Club, Inc. as Tenant dated July 29, 1989; Letter
Agreement dated February 21, 1990.

10. Storage Space Rental Agreement between The Mutual Life Insurance
Company of New York and Xxxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx d/b/a
Buckhead Florist, Inc. f/k/a Atlanta Flower Mart dated January 1,
1995.

11. Lease Agreement between The Mutual Life Insurance Company of New
York and California Compensation Insurance Company d/b/a Business
Insurance Company, Inc. dated March 7, 1996; amended by First
Amendment to Lease Agreement dated April 25, 1996.

12. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxxx Management Consultants, Inc. dated October
18, 1993; Storage Space Rental Agreement with The Mutual Life
Insurance Company of New York as Landlord dated October______, 1994.

13. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Xxxxxx X. Xxxxx, Xx. d/b/a Xxxxx & Xxxxxx
dated July 24, 1995; Unconditional Guaranty of Lease by Xxxxxx X.
Xxxxx, Xx. dated June 13, 1995; Certificate as to Term of Lease
dated November 8, 1995.

14. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Denon Corp. (USA) dated November 8, 1995;
Certificate as to Term of Lease dated February 14, 1996.

15. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and The Disney Channel d/b/a The Disney Channel Company
dated October 28, 1987; Certificate as to Term of Lease dated
January 22, 1988; amended by Modification to Lease and Extension
Agreement dated February 1, 1992; further amended by Second
Amendment to Lease Agreement dated October 16, 1992.

16. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxxxxx & Xxxx, Inc. dated January 29, 1991;
Certificate as to Term of Lease dated October 23, 1995; amended by
First Amendment To Lease Agreement with The Mutual Life Insurance
Company of New York as Landlord dated September 6, 1995.

17. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and EBC Enterprise AFC, Inc. dated August 27, 1991;
Certificate as to Term of Lease dated ______, 19___; amended by
First Amendment to Lease Agreement with The Mutual Life Insurance
Company of New York as Landlord dated April 14, 1994.

18. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Enterprise Capital Management, Inc. dated
August 18, 1994; Certificate as to Term of Lease dated October 23,
1995; First Amendment to Lease dated July 18, 1996.

19. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Federal Express Corporation dated October
12, 1994; Certificate as to Term of Lease dated August 28, 1995.

20. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxxx & Xxxxxxx, Inc. dated February 4, 1988;
amended by First Amendment to Lease Agreement dated July 16, 1990;
further amended by Second Amendment to Lease Agreement and Lease
Extension and Expansion Agreement with Xxxxxxx Xxxxxxx & Xxxxxxxxx,
Inc. f/k/a Xxxxxxx & Xxxxxxx, Inc. as Tenant dated April 10, 1992;
further amended by Third Amendment to Lease Agreement with Xxxxxxxxx
& Company as Tenant and The Mutual Life Insurance Company of New
York as Landlord dated January 1, 1995; further amended by Fourth
Amendment to Lease Agreement with Xxxxxxxxx and Company [f/k/a
Casino, Xxxxxxx & Xxxxxxxxx, Inc.] dated September 12, 1995; Storage
Space Rental Agreement with R-H Associates Bldg. III Corp. as
Landlord and Xxxxxxxxx and Company dated November 24, 1993; Storage
Space Rental Agreement with Xxxxxxxxx and Company as Tenant dated
March 31, 1994; Certificate as to Term of Lease dated October 23,
1995.

21. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Gaiatech, Inc. dated November 1, 1995;
Certificate as to Term of Lease dated January 2, 1996.

22. Storage Space Rental Agreement between The Mutual Life Insurance
Company of New York and Gallup, Inc. dated January 4, 1996.

23. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Xxxxxxx, Inc. dated September 25, 1995;
Certificate as to Term of Lease dated February 22, 1996.

24. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxx Xxxxx, P.C. dated November 21, 1991;
Certificate as to Term of Lease dated April 10, 1992; Storage Space
Rental Agreement between The Mutual Life Insurance Company of New
York and Xxxxx Xxxxx, P.C dated October 1, 1994.

25. Lease Agreement between The Mutual Life Insurance Company of New
York and The Xxxxx Group, Inc. dated January 24, 1996; Certificate
as to Term of Lease dated February 28, 1996.

26. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and HTG Corp. dated December 15, 1987; Lease Guaranty by
Xxxxxxxx X. Xxxxx dated January 5, 1988; amended by First Amendment
to Lease Agreement with

H.T.G. Corp. as Tenant dated May 9, 1988; further amended by Second
Amendment to Lease Agreement dated November 2, 1989; assigned by
Assignment of Lease by H.T.G. Corp. to Xxxxxxx X. Xxxxx dated March
7, 1994; further amended by Third Amendment to Lease Agreement with
Xxxxxxxx X. Xxxxx as Tenant and The Mutual Life Insurance Company of
New York as Landlord dated March 7, 1994; Storage Space Rental
Agreement dated March 31, 1994; further amended by Fourth Amendment
to Lease Agreement dated February 9, 1995; Certificate as to Term of
Lease dated April 10, 1995.

27. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Industrial Developments International, Inc. dated
January 9, 1992; Certificate as to Term of Lease dated April 10,
1992; amended by First Amendment to Lease Agreement with The Mutual
Life Insurance Company of New York as Landlord dated July 19, 1995;
further amended by Second Amendment to Lease dated March 23, 1996.

28. Lease Agreement (East Tower) between Two Atlanta Financial Center
and Associates and S.M.M. Corporation d/b/a Xxx Xxx Valet dated
September 22, 1992; amended by First Amendment to Lease Agreement
with The Mutual Life Insurance Company of New York as Landlord dated
November 7, 1995; Certificate as to Term of Lease dated December 11,
1995; Certificate as to Term of Lease dated April 23, 1996.

29. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxx Xxxxxxx, Inc. d/b/a LaGioiosa USA dated
January 17, 1992; Certificate as to Term of Lease dated February 4,
1992; amended by First Modification to Lease and Extension Agreement
dated September 22, 1992; further amended by Second Amendment to
Lease Agreement with The Mutual Life Insurance Company of New York
as Landlord dated February 14, 1995; Storage Space Rental Agreement
dated March 17, 1994.

30. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Lamberth, Bonapfel, Xxxxxxx & Xxxxxxx, P.A. dated
December 29, 1989; amended by First Amendment to Lease Agreement
with The Mutual Life Insurance Company of New York as Landlord and
Xxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx & Xxxxxx, PA as Tenant dated
October 17, 1994; Certificate as to Term of Lease dated August 8,
1995.

31. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxx Well Labouisse of Xxxxxxxxxx, Inc. dated
August 31, 1993; Certificate as to Term of Lease dated January 23,
1994; assigned by Assignment of Lease to Xxxx Xxxxx Xxxx Xxxxxx, Inc
dated March 7, 1995 With Consent by The Mutual Life Insurance
Company of New York dated March 7, 1995; Sublease to X.X. Xxxxx
Enterprises, Inc. dated October 24, 1995 with Consent to Sublease
dated November 30, 1995.

32. Lease Agreement between The Mutual Life Insurance Company of New
York and Main America Capital, L.C. dated April 12, 1996;
Certificate as to Term of Lease dated May 14, 1996.

33. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and MidWest Employers Casualty Company dated July 29,
1992; Certificate as to Term of Lease dated December 17, 1992.

34. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxxxx & Xxxxxxxxx, Inc. dated October 11, 1989;
amended by First Amendment to Lease Agreement with The Mutual Life
Insurance Company of New York as Landlord dated June 19, 1995;
Certificate as to Term of Lease dated November 2, 1995.

35. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Montag & Xxxxxxxx, Inc. dated December 9, 1991;
amended by First Amendment to Lease Agreement dated May 4, 1992;
further amended by Second Amendment to Lease Agreement with The
Mutual Life Insurance Company of New York as Landlord dated August
1, 1995; Certificate as to Term of Lease dated September 13, 1995.

36. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxx Copies, Inc. dated July 6, 1993; Certificate as
to Term of Lease dated January 17, 1994; Verbal Storage Space Rental
Agreement dated ____; Storage Space Rental Agreement with The Mutual
Life Insurance Company of New York as Landlord dated February 3,
1995.

37. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxx, Xxxxxxx & Xxxxxx dated August 6, 1987;
amended by Modification to Lease dated January 1, 1993.

38. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxxx and Xxxxxxx dated September 24. 1993.

39. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Mutual of America dated April 4, 1988; amended by
Amendment to Lease and Extension Agreement dated June 8, 1992;
Certificate as to Term of Lease dated August 27, 1992; further
amended by Second Amendment to Lease Agreement with The Mutual Life
Insurance Company of New York as Landlord and Mutual of America
Life Insurance as Tenant dated May 19, 1994.

40. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and The Mutual Life Insurance Company of New York dated
May 3, 1992.

41. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Newsweek, Inc. dated January 30, 1989; Certificate as
to Term of Lease dated

March 15, 1989; amended by First Amendment to Lease Agreement and
Lease Extension Agreement dated September 20, 1993; further amended
by Second Amendment to Lease Agreement with The Mutual Life
Insurance Company of New York as Landlord dated March 8, 1995.

42. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxxx X. Xxxxxxxxx dated August 23, 1988; amended by
First Amendment to Lease Agreement dated December 18, 1990;
Certificate as to Term of Lease dated May 3, 1991; Storage Space
Rental Agreement dated May 6, 1991; further amended by Second
Amendment to Lease Agreement dated June 6, 1991; further amended by
Third Amendment to Lease Agreement dated July 9, 1992; further
amended by Fourth Amendment to Lease Agreement dated November 23,
1992.

43. Lease Agreement (East Tower) between R-H Associates Bldg. II Corp.
and X.X. Xxxxx Hotel Services, Inc. dated July 22, 1987; Certificate
as to Term of Lease dated _____ , 198___. Certificate as to
Preliminary Term of Lease dated January 6, 1988; amended by First
Amendment to Lease Agreement with Two Atlanta Financial Center
Associates Landlord dated August 14, 1989; assigned by Assignment
and Assumption of Lease to An Xxx Xxx d/b/a Peachtree News Stand
dated May 29, 1990; amended by Amendment to Assigned Lease dated May
29, 1990; further assigned by Second Assignment and Assumption of
Lease to Xxxxxxx Xxxx and Xxxx Xxx Xxxx dated August 17, 1992;
further amended by Third Amendment to Lease Agreement with Two
Atlanta Financial Center Associates as Landlord dated August 17,
1992; further amended by Fourth Amendment to Lease Agreement dated
May 17, 1993; further amended by Fifth Amendment to Lease Agreement
with The Mutual Life Insurance Company of New York as Landlord dated
November 11, 1994; Certificate as to Term of Lease dated April 5,
1995.

44. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and The Plaza Hotel Company, dated February 10, 1993;
Certificate as to Term of Lease dated April 30, 1993.

45. Lease Agreement (East Tower) between R-H Associates Bldg. II Corp.
and BellSouth System Technology, Inc. dated April 1, 1987;
Certificate as to Term of Lease dated October 14, 1987; assigned by
Assignment of Lease to Shared Technologies, Inc dated September 28,
1989; amended by First Amendment to Lease Agreement with Two Atlanta
Financial Center Associates as Landlord dated July 25, 1989; further
amended by Second Amendment to Lease Agreement dated May 11, 1992.

46. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Small, White & Marani dated November 4, 1992.

47. Lease Agreement (East Tower) between R-H Associates Bldg. II Corp.
and Xxxxx, Xxxxxxxx & Xxxxxxx dated March 24, 1987.

48. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and SouthTrust of Alabama dated June 21, 1991; amended by
First Amendment to Lease Agreement with The Mutual Life Insurance
Company of New York as Landlord dated March 7, 1994; Sublease to
Realtec, Incorporated dated July 13, 1993.

49. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Liberty Savings Bank, FSB dated September 25, 1987;
assigned by Assignment of Lease to SouthTrust Bank Federal Savings
Bank (SouthTrust) dated September 28, 1990; amended by Modification
to Lease with SouthTrust Bank Federal Savings Bank as Tenant dated
May 1, 1993;

50. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Liberty Savings Bank, FSB dated September 25, 1987;
assigned by Assignment of Lease to Liberty Savings Bank of South
Georgia, F.S.B. dated August ___, 1990 with Consent of Landlord;
amended by First Amendment to Lease Agreement with SouthTrust Bank
FSB as Tenant dated December 12, 1991; further amended by First
Amendment to Lease Agreement with The Mutual Life Insurance Company
of New York as landlord and SouthTrust Bank of Georgia, NA as Tenant
dated March 7, 1994; Sublease to Xxxxxx & Xxxxxxxx, P.C, dated
August 5, 1993; Letter Agreement [for sublease of space] between
Xxxxxx & Xxxxxxxx, P.C and Providence Capital Inc. and Westside
Investors, Inc. dated September 30, 1994 with consent to sublease by
The Mutual Life Insurance Company of New York dated December 7,
1994; Letter Agreement [for sublease of space] between Xxxxxx &
Xxxxxxxx, P.C. and Nobel Investment Group dated August 17, 1995 with
consent to sublease by The Mutual Life Insurance Company of New York
dated October 23, 1995.

51. Lease Agreement between The Mutual Life Insurance Company of New
York and Starbucks Corporation dated June 26, 1996.

52. Lease Agreement between R-H Associates Bldg. II Corp. and Universal
Diamond Corporation dated July 13, 1987; amended by First Amendment
to Lease Agreement with The Mutual Life Insurance Company of New
York as Landlord dated November 14, 1994; further amended by Second
Amendment to Lease Agreement dated October 2, 1995; Certificate as
to Term of Lease dated November 10, 1995.

53. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Van Munching & Co., Inc dated October 3,
1994; Certificate as to Term of Lease dated January , 1995.

54. Lease Agreement (East Tower) between Two Atlanta Financial Center
Associates and Xxxx X. Xxxxxx, Xx., P.C dated March 31, 1989;
Certificate as to Term of Lease dated December 11, 1989; amended by
First Amendment to Lease Agreement with The Mutual Life Insurance
Company of New York as Landlord dated January 17, 1995.

55. Lease Agreement (East Tower) between R-H Associates Bldg. II Corp.
and Xxxxxx Xxxxx'x for Hair dated June 5, 1987; Certificate as to
Term of Lease dated September 8, 1987; amended by First Amendment to
Lease Agreement with Xxxxxx X. Xxxxx, Xx. d/b/a Xxxxxx Xxxxx'x for
Hair with Two Atlanta Financial Center Associates as Landlord dated
September 22, 1992; further amended by Second Amendment to Lease
Agreement with The Mutual Life Insurance Company of New York as
Landlord dated July 16, 1996.

56. Lease Agreement (East Tower) between The Mutual Life Insurance
Company of New York and Xxxxxxxx, Xxxxxxxx & Xxxxxxxxxxx, P.C. dated
August 2, [1995]; Unconditional Guaranty of Lease by Xxxxx X.
Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxxxxx dated June 30, 1995;
Certificate as to Term of Lease dated March 27, 1996; First
Amendment to Lease dated August 8, 1996.

57. Lease Agreement between The Mutual Life Insurance Company of New
York and Worldwide Notification Systems, Inc. dated December 1,
1995; Certificate as to Term of Lease dated April 3, 1996.

The following tenants have agreements regarding antennas on the roofs of
the buildings:

1. Xxxxxxxxx and Company

2. The Xxxxxxxx-Xxxxxxxx Company, Inc.

14
56

EXHIBIT "C"

LEGAL DESCRIPTION OF LAND

PHASE I

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxxx 00 xxx 00,
00xx Xxxxxxxx, Xxxx of Atlanta, Xxxxxx County, Georgia and being more
particularly described as follows:

TO FIND THE TRUE POINT OF BEGINNING, begin at the point formed by the
intersection of the northernmost right-of-way line of Highland Drive (a
50-foot right-of-way) with the easternmost right-of-way line of Peachtree
Road (a variable right-of-way being 80 feet at this point) and proceed
thence in a northerly direction along the aforesaid easternmost
right-of-way line, following the curvature thereof, a distance of 365.1
feet to an iron pin which is THE TRUE POINT OF BEGINNING.

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed thence along the
aforesaid easternmost right-of-way line north 13(degree)43'08" east a
distance of 37.39 feet to a point on the aforesaid easternmost right-of-way
line; proceed thence along the aforesaid easternmost right-of-way line
along an arc of a curve to the right, an arc distance of 179.12 feet to a
point, said arc being subtended by a chord 178.99 feet in length and
bearing north 20(degree)26'46" east; proceed thence along the aforesaid
easternmost right-of-way line north 26(degree)16'11" east a distance of
48.21 feet to a point on the aforesaid easternmost right-of-way line;
proceed thence along the aforesaid easternmost right-of-way line north
28(degree)17'14" east 48.18 feet to a point on the aforesaid easternmost
right-of-way line; proceed thence along the aforesaid easternmost
right-of-way line north 30(degree)11'09" east a distance of 48.15 feet to a
point on the aforesaid easternmost right-of-way line; proceed thence north
32(degree)20'44~ east a distance of 57.74 feet to a point on the aforesaid
easternmost right-of-way line; proceed thence along the aforesaid
easternmost right-of-way line north 32(degree)20'44" east a distance of
8.44 feet to a point on the aforesaid easternmost right-of-way line;
proceed thence along an arc of a curve to the left, departing from the
aforesaid easternmost right-of-way line, an arc distance of 178.88 feet,
said arc being subtended by a chord 178.87 feet in length and bearing south
32(degree)44'02" east; proceed thence along an arc of a curve to the left,
an arc distance of 23.09 feet to a point, said arc being subtended by a
chord 23.09 feet in length and bearing south 31(degree)15'01" east;
proceed thence south 31(degree)11'25" west, a distance of 26.49 feet to a
point; proceed thence south 81(degree)18'35" east, a distance of 35.04 feet
to a point; proceed thence south 14(degree)08'05" east, a distance of
140.56 feet to a point; proceed thence south 81(degree)21'18" east, a
distance of 036 feet to a point; proceed thence north 31(degree)11'25"
east, a distance of 366.62 feet to a point; proceed thence south
74(degree)31'03" east, a distance of 10.04 feet to a point; proceed thence
north 13(degree)51'45" west, a distance of 261.95 feet to a point; proceed
thence north 48(degree)03'44" west, a distance of 95.71 feet to a point
located on the aforesaid easternmost right-of-way line of Peachtree Road;
proceed thence along the aforesaid easternmost right-of-way line north
39(degree)15'08" east, a distance of 142.28 feet to a point; proceed thence
south 13(degree)51'45" east, a distance of 1,104.35 feet to a point located

on the Land Lot line common to Land Xxxx 00 xxx 00 xx xxx 00xx Xxxxxxxx xx
Xxxxxx Xxxxxx, Xxxxxxx; proceed thence along the said common Land Lot line
north 89(degree)37'06" west, a distance of 363.25 feet; proceed thence,
departing from said common Land Lot line, north 12(degree)49'09" west, a
distance of 218.41 feet to a point; proceed thence north 79(degree)10'45"
west, a distance of 356.72 feet to a point located on the aforesaid
easternmost right-of-way line of Peachtree Road, said point being the, TRUE
POINT OF BEGINNING, said tract or parcel of land being more particularly
shown as "Phase I" on that certain survey by Xxxxxxx & Associates bearing
the seal and certification of Xxxxxxx X. Xxxxxx, Georgia Registered Land
Surveyor No. 1946, prepared for Overseas Partners Capital Corp., dated
December 20, 1993, last revised August 7, 1996, and bearing file no. 93153,
which survey is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by the
following:

(1) Limited Warranty Deed from R-H Building Partners, Ltd., a Georgia
limited partnership, as to an undivided 50% interest and The Mutual Life
Insurance Company of New York a New York corporation, as to an undivided
50% interest, together doing business as Atlanta Financial Center
Associates, a Georgia Joint Venture to The Department of Transportation of
the State of Georgia dated December 22, 1986, filed for record December 23,
1986 at 1:41 p.m., recorded in Deed Book 10513, Page 108, Records of Xxxxxx
County, Georgia

(2) Limited Warranty Deed from Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New
York and R-H Building Partners, Ltd., to the Department of Transportation
of the State of Georgia, dated April 4, 1989, filed for record July 19,
1989 at 9:30 am., recorded in Deed Book 12667, Page 115, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by
the following:

(a) Parking Deck and Easement Agreement by and among Xxxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, and X-X Building Partners, Ltd., dated
July 15, 1981, recorded in Deed Book 7903, Page 165, aforesaid Records; as
amended by that certain Amendment of Parking Deck and Easement Agreement,
dated July 15, 1981, recorded in Deed Book 7903, Page 385, aforesaid
Records (said Amendment having been terminated by Agreement dated September
20, 1982, recorded in Deed Book 8255, Page 475, aforesaid Records); as
further amended by Second Amendment to Parking Deck and Easement Agreement,
dated July 18, 1985, recorded in Deed Book 9618, Page 37, aforesaid
Records; as further amended by that certain Third Amendment to Parking Deck
and Easement Agreement, dated as of July 18, 1985, recorded in Deed Book
10290, Page 389, aforesaid Records; as further amended by that certain
Declaration of Release dated December 22, 1986, recorded in Deed Book
10561, Page 358, aforesaid Records; as further amended by that certain
Fourth Amendment to Parking Deck and Easement Agreement, dated as of August
11, 1988, recorded in Deed Book 11790, Page 76, aforesaid Records.

(b) Reciprocal Easement Agreement by and among Xxxxxxxx-Xxxxxxxx
Properties, Inc., R-H Associates Bldg. II Corp. and Atlanta Financial
Center Associates, dated July 18, 1985, recorded in Deed Book 9618, Page
68, aforesaid Records; as amended by that certain First Amendment to
Reciprocal Easement Agreement, dated as of July 18, 1985, recorded in Deed
Book 10290, Page 411, aforesaid Records; as further amended by that certain
Declaration of Release, dated December 22, 1986, recorded in Deed Book
10561, Page 358, aforesaid Records; as further amended by that certain
Second Amendment to Reciprocal Easement Agreement, dated as of August 11,
1988, recorded in Deed Book 11790, Page 69, aforesaid Records.

(c) Agreement by and among R-H Associates Bldg. II Corp., Atlanta Financial
Center Associates, Xxxxxxxx-Xxxxxxxx Properties, Inc. and the Department of
Transportation of the State of Georgia, dated July 18, 1985, recorded in
Deed Book 9618, Page 145, aforesaid Records; as amended by that certain
Amendment to Agreement dated as of July 18, 1985, recorded in Deed Book
10290, page 289, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center
Associates by that certain Assignment and Assumption (DOT Agreements),
dated July 28, 1987, recorded in Deed Book 10973, Page 179, aforesaid
Records.

(d) Agreement Regarding Georgia 400 Extension, by and among R-H Associates
Bldg. II Corp., Xxxxxxxx-Xxxxxxxx Properties, Inc., Atlanta Financial
Center Associates, MONY Mortgage Investors, and The Mutual Life Insurance
Company of New York dated July 18, 1985, recorded in Deed Book 9623, Page
75, aforesaid Records; as amended by that certain First Amendment to
Agreement Regarding Georgia Highway 400 Extension, dated as of July 18,
1985, recorded in Deed Book 10290, Page 419, aforesaid Records; the
interest of R-H Associates Bldg. II Corp. thereunder having been assigned
to Two Atlanta Financial Center Associates by that certain Assignment and
Assumption (DOT Agreements) dated July 28, 1987, recorded in Deed Book
10973, Page 179, aforesaid Records.

(e) Limited Warranty Deed from R-H Building Partners, Ltd., a Georgia
limited partnership, as to an undivided 50% interest and The Mutual Life
Insurance Company of New York a New York corporation, as to an undivided
50% interest, together doing business as Atlanta Financial Center
Associates, a Georgia Joint Venture to The Department of Transportation of
the State of Georgia, Dated December 22, 1986, filed for record December
23, 1986 at 1:41 p.m., recorded in Deed Book 10513, Page 108, aforesaid
Records.

(f) Limited Warranty Deed from Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New
York and R-H Building Partners, Ltd., to the Department of Transportation
of the State of Georgia, dated April 4, 1989, filed for record July 19,
1989 at 9:30 a.m., recorded in Deed Book 12667, Page 115, aforesaid
Records.

3
59

PHASE II

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 00, 00xx
Xxxxxxxx, Xxxx xx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx and being more
particularly described as follows:

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed thence along the
aforesaid easternmost right-of-way line north 55(degree)32'07" east a
distance of 18.02 feet to a point; proceed thence in a southeasterly
direction along the aforesaid easterly right-of-way line, following the
curvature thereof to the right, an arc distance of 7.77 feet to a point,
said arc being subtended by a chord 7.77 feet in length and bearing south
31(degree)52'33. east; thence leave said right-of-way line and proceed in a
southeasterly direction along the arc of a curve to the left, an arc
distance of 171.77 feet to a point, said arc being subtended by a chord
171.77 feet in length and bearing south 32(degree)46'15" east; proceed
thence in a southeasterly direction along the arc of a curve to the left,
an arc distance of 14.05 feet to a point, said arc being subtended by a
chord 14.05 feet in length and bearing south 31(degree)08'45" east; proceed
thence north 31(degree)11'25" east a distance of 193.49 feet to a point;
proceed thence north 31(degree)11'25" east a distance of 3.77 feet to a
point; proceed thence south 74(degree)31'03" east a distance of 62.79 feet
to a point; proceed thence north 76(degree)11'25" east a distance of 74.14
feet to a point; proceed thence south 13(degree)51'45" east a distance of
41.61 feet; proceed thence north 74(degree)31'03" west a distance of 10.04
feet to a point; proceed thence south 31(degree)11'25" west a distance of
366.62 feet to a point; proceed thence north 81(degree)21'18" west a
distance of 036 feet to a point; proceed thence north 14(degree)08'05" west
a distance of 140.56 feet to a point; proceed thence north 81(degree)18'35"
west a distance of 35.04 feet to a point; proceed thence north
31(degree)11'25" east a distance of 26.49 feet to a point; proceed thence
along the arc of a curve to the right an arc distance of 23.09 feet to a
point, said arc being subtended by a chord 23.09 feet in length and bearing
north 31 (degree) 15'01" west; proceed thence

along an arc of a curve to the right an arc distance of 178.88 feet to a
point, said arc being subtended by a chord 178.87 feet in length and
bearing north 32(degree)44'02" west, said point being THE TRUE POINT OF
BEGINNING, said tract or parcel of land being more particularly shown as
"Phase II" on that certain survey by Xxxxxxx & Associates, bearing the seal
and certification of Xxxxxxx X. Xxxxxx, Georgia Registered L and Surveyor
No. 1946, prepared for Overseas Partners Capital Corp., dated December 20,
1993, last revised August 7, 1996, and bearing file no. 93153, which survey
is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by the
following:

(1) Limited Warranty Deed from R-H Associates Bldg. II Corp. to the
Department of Transportation, dated December 22, 1986, recorded in Deed
Book 10513, Page 127, aforesaid Records.

(2) Limited Warranty Deed from Two Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New
York and R-H Associates Bldg. II Corp., to the Department of Transportation
of the State of Georgia dated April 4, 1989, filed for record July 19, 1989
at 9:30 arm, recorded in Deed Book 12667, Page 141, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by
the following:

Easement Agreement, dated as of August 11, 1988, recorded in Deed Book
11790, Page 69, aforesaid Records.

(c) Agreement by and among R-H Associates Bldg. II Corp., Atlanta Financial
Center Associates, Xxxxxxxx-Xxxxxxxx Properties, Inc. and the Department of
Transportation of the State of Georgia, dated July 18, 1985, recorded in
Deed Book 9618, Page 145, aforesaid Records; as amended by that certain
Amendment to Agreement dated as of July 18, 1985, recorded in Deed Book
10290, Page 289, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center
Associates by that certain Assignment and Assumption (DOT Agreements),
dated July 28, 1987, recorded in Deed Book 10973, Page 179, aforesaid
Records.

(d) Agreement Regarding Georgia 400 Extension, by and among R-H Associates
Bldg. II Corp., Xxxxxxxx-Xxxxxxxx Properties, Inc., Atlanta Financial
Center Associates, MONY Mortgage Investors, and The Mutual Life Insurance
Company of New York, dated July 18, 1985, recorded in Deed Book 9623, Page
75, aforesaid Records; as amended by that certain First Amendment to
Agreement Regarding Georgia Highway 400 Extension, dated as of July 18,
1985, recorded in Deed Book 10290, Page 419, aforesaid Records; the
interest of R-H Associates Bldg. II Corp. thereunder having been assigned
to Two Atlanta Financial Center Associates by that certain Assignment and
Assumption (DOT Agreements) dated July 28, 1987, recorded in Deed Book
10973, Page 179, aforesaid Records.

(e) Limited Warranty Deed from Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New
York and R-H Building Partners, Ltd., to the Department of Transportation
of the State of Georgia, dated April 4, 1989, filed for record July 19,
1989 at 9:30 a.m., recorded in Deed Book 12667, Page 127, aforesaid
Records.

(f) Limited Warranty Deed from Two Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New
York and R-H Associates Bldg. II Corp., to the Department of Transportation
of the State of Georgia, dated April 4, 1989, filed for record July 19,
1989 at 9:30 a.m., recorded in Deed Book 12667, Page 141, aforesaid
Records.

PHASE III

All that tract or parcel of land lying and being in Land Xxx 00, 00xx
Xxxxxxxx, Xxxx xx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx and being more
particularly described as follows:

TO FIND THE TRUE POINT OF BEGINNING begin at a point formed by the

intersection of the easternmost right-of-way line of Peachtree Road (a
variable right-of-way being 80 feet at this point) with the northernmost
right-of-way line of Highland Drive (a 50-foot right-of-way); proceed
thence in a northeasterly direction along the aforesaid easternmost
right-of-way line a distance of 365.1 feet to a point; proceed thence along
the aforesaid easternmost right-of-way line north 13(degree)43'08" east a
distance of 37.39 feet to a point; proceed thence

along the aforesaid easternmost right-of-way line, following the curvature
thereof to the right, an arc distance of 179.12 feet to a point, said arc
being subtended by a chord 178.99 feet in length and bearing north
20(degree)26'46" east; proceed thence in a northeasterly direction along
the aforesaid easternmost right-of-way line north 26(degree)16'11" east a
distance of 48.21 feet to a point; proceed thence in a northeasterly
direction along the aforesaid easternmost right-of-way line north
28(degree)17'14" east a distance of 48.18 feet to a point; proceed thence
in a northeasterly direction along the aforesaid easternmost right-of-way
line north 30(degree)11'09" east a distance of 48.15 feet to a point;
proceed thence in a northeasterly direction along the aforesaid easternmost
right-of-way line north 32(degree)20'44" east a distance of 57.74 feet to a
point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 55(degree)03'02" east a distance of
8.44 feet to a point; proceed thence in a northeasterly direction along the
aforesaid easternmost right-of-way line north 55(degree)32'07" east a
distance of 18.02 feet to a point; proceed thence in a southeasterly
direction along the aforesaid easternmost right-of-way line, following the
curvature thereof to the left, an arc distance of 7.77 feet to a point,
said arc being subtended by a chord 7.77 feet in length and bearing south
31(degree)52'33" east; proceed thence in a northeasterly direction along
the aforesaid easternmost right-of-way line north 35(degree)10'06" east a
distance of 74.16 feet to a point; proceed thence in a southeasterly
direction along the aforesaid easternmost right-of-way line south
58(degree)48'33" east a distance of 6.36 feet to a point; proceed thence in
a northeasterly direction along the aforesaid easternmost right-of-way line
north 31(degree)11'26" east a distance of 10.05 feet to a point; proceed
thence in a southeasterly direction along the aforesaid easternmost
right-of-way line south 58(degree)48'29" east a distance of 19 feet to a
point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 31(degree)11'26" east a distance of
24.83 feet to a point; proceed thence in a northwesterly direction along
the aforesaid easternmost right-of-way line north 58(degree)48'44" west a
distance of 19 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easterly right-of-way line north 31(degree)11'23" east
a distance of 22.01 feet to a point; proceed thence in a northeasterly
direction along the aforesaid easterly right-of-way line north
40(degree)58'56" east a distance of 74.76 feet to a point, said point
being THE TRUE POINT OF BEGINNING.

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line
north 21(degree)19'11" west a distance of 7.91 feet to a point; proceed
thence in a northeasterly direction along the aforesaid easternmost
right-of-way line north 23(degree)34'11" east a distance of 38.38 feet to a
point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 40(degree)15'17" east a distance of
62.82 feet to a point; proceed thence in a northeasterly direction along
the aforesaid easternmost right-of-way line north 39(degree)15'08" east a
distance OF 49.32 FEET TO A point; thence leave said right-of-way line and
proceed thence south 48(degree)03'44" east a diSTAnce of 95.71 feet to a
point; proceed thence south 13(degree)51'45" east a distance of 220.34 feet
to a POInt; proceed thence south 76(degree)11'25" west a distance of 74.14
feet to a point; proceed thence nortH 74(degree)31'03" west a distance of
62.79 feet to a point; proceed thence south 31(degree)11'25" west a
distance of 3.77 feet to a point; proceed thence in a northwesterly
direction along the arc of a curve to the right, an arc distance of 131.99
feet to a point, said arc being subtended by a chord 131.97 feet in length
and bearing north 26(degree)58'00" west to a point; proceed thence north
21(degree)19'11" west a

distance of 38.37 feet to a point; said point being THE TRUE POINT OF
BEGINNING, said tract or parcel of land being more particularly shown as
"Phase III" on that certain survey prepared by Xxxxxxx X. Xxxxxx, Georgia
Registered Land Surveyor no. 1946, prepared for Overseas Partners Capital
Corp., dated December 20, 1993, last revised August 7, 1996, and bearing
file no. 93153, which survey is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by that certain
Limited Warranty Deed from R-H Associates Bldg. III Corp., a Georgia
corporation to the Department of Transportation of the State of Georgia,
dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded
in Deed Book 12667, Page 222, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by
the following:

(a) Parking Deck and Easement Agreement among Xxxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxx, Xxxxxx X. Xxxxxx and X-X Building Partners, Ltd., dated July 15,
1981, recorded at Deed Book 7903, page 165, Xxxxxx County Records, as
amended by Amendment of Parking Deck and Easement Agreement dated July 15,
1981, recorded at Deed Book 7903, page 385, said Amendment having been
terminated by Agreement dated September 20, 1982, recorded at Deed Book
8255, page 475, as further amended by Second Amendment to Parking Deck and
Easement Agreement dated July 18, 1985, recorded at Deed Book 9618, page
37, and Third Amendment to Parking Deck and Easement Agreement dated as of
July 18, 1985, recorded in Deed Book 10290, page 389 and Declaration of
Release dated December 22, 1986, recorded at Deed Book 10561, page 358,
aforesaid records, as further amended by Fourth Amendment to Parking Deck
and Easement Agreement dated as of August 11, 1988, recorded in Deed Book
11790, page 76, aforesaid records.

(b) Reciprocal Easement Agreement among Atlanta Financial Center
Associates, R-H Associates Bldg. II Corp. and Xxxxxxxx-Xxxxxxxx Properties,
Inc., dated July 18, 1985, recorded in Deed Book 9618, page 68, aforesaid
records, as amended by First Amendment to Reciprocal Easement Agreement
dated as of July 18, 1985, recorded at Deed Book 10290, page 411, as
further amended by Declaration of Release dated December 22, 1986, recorded
at Deed Book 10561, page 358, aforesaid records, as amended by Second
Amendment to Reciprocal Easement Agreement dated as of August 11, 1988,
recorded in Deed Book 11790, page 69, aforesaid records.

(c) Agreement among R-H Associates Bldg. II Corp., Atlanta Financial Center
Associates, Xxxxxxxx-Xxxxxxxx Properties, Inc. and Department of
Transportation of State of Georgia, dated July 18, 1985, recorded at Deed
Book 9618, page 145, aforesaid records, as amended by Agreement dated as of
July 18, 1985, recorded at Deed Book 10290, page 289; the interest of R-H
Associates Bldg. II Corp. thereunder having been assigned to Two Atlanta
Financial Center Associates by that certain Assignment and Assumption (DOT
Agreements), dated July 28, 1987, recorded in Deed Book 10973, page 179,
aforesaid records.

8
64

(d) Encroachment Easement Agreement by and between Xxxxxxxx-Xxxxxxxx
Properties, Inc. and Two Atlanta Financial Center Associates dated December
24, 1987, recorded at Deed Book 11269, page 265, aforesaid records.

(e) Agreement Regarding Georgia 000 Xxxxxxx Xxxxxxxxx among R-H Associates
Bldg. II Corp., Xxxxxxxx-Xxxxxxxx Properties, Inc., Atlanta Financial
Center Associates, Trustees of Mony Mortgage Investors and The Mutual Life
Insurance Company of New York dated as of July 18, 1985, recorded at Deed
Book 9623, page 75, aforesaid records, as amended by First Amendment to
Agreement Regarding Georgia 000 Xxxxxxx Xxxxxxxxx dated as of July 18,
1985, recorded at Deed Book 10290, page 419, aforesaid records; the
interest of R-H Associates Bldg. II Corp. thereunder having been assigned
to Two Atlanta Financial Center Associates by that certain Assignment and
Assumption (DOT Agreements), dated July 28, 1987, recorded in Deed Book
10973, page 179, aforesaid records.

(f) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc. to
Department of Transportation of State of Georgia, dated July 18, 1985,
recorded at Deed Book 9618, page 288, aforesaid records, as corrected by
Corrective Limited Warranty Deed dated as of July 18, 1985, recorded at
Deed Book 10290, page 372, aforesaid records.

(g) Limited Warranty Deed from R-H Associates Bldg. III. Corp., a
Georgia corporation to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 am.,
recorded in Deed Book 12667, page 222, aforesaid records.

PHASE IV

All that tract or parcel of land lying and being in Land Xxx 00, 00xx
Xxxxxxxx, Xxxx xx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx and being more
particularly described as follows:

of 8.44 feet to a point; proceed thence in a northeasterly direction along
the aforesaid easternmost right-of-way line north 55(degree)32'07" east a
distance of 18.02 feet to a point; proceed thence in a southeasterly
direction along the aforesaid easternmost right-of-way line, following the
curvature thereof to the left, an arc distance of 7.77 feet to a point,
said arc being subtended by a chord 7.77 feet in length and bearing south
31(degree)52'33" east, said point being THE TRUE POINT OF BEGINNING.

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line
north 35(degree)10'06" east a distance of 74.16 feet to a point; proceed
thence in a southeasterly direction along the aforesaid easternmost
right-of-way line south 58(degree)48'33" east a distance of 6.36 feet to a
point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 31(degree)11'26" east a distance of
10.05 feet to a point; proceed thence in a southeasterly direction along
the aforesaid easternmost right-of-way line south 58(degree)48'29" east a
distance of 19 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line north 31(degree)11'26"
east a distance of 24.83 feet to a point; proceed thence in a northwesterly
direction along the aforesaid easternmost right-of-way line north
58(degree)48'44" west a distance of 19 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line
north 31(degree)11'23" east a distance of 22.01 feet to a point; proceed
thence in a northeasterly direction along the aforesaid easternmost
right-of-way line north 40(degree)58'56" east a distance of 74.76 feet to a
point; thence leave said right-of-way line and proceed thence south
21(degree)19'11" east a distance of 3837 feet to a point; proceed thence in
a southeasterly direction along the arc of a curve to the left, an arc
distance of 131.99 feet to a point, said arc being subtended by a chord
131.97 feet in length and bearing south 26(degree)58'00" east; proceed
thence south 31(degree)11'25" west a distance of 193.49 feet to a point;
proceed thence in a northwesterly direction along the arc of a curve to the
right, an arc distance of 14.05 feet to a point, said arc being subtended
by a chord 14.05 feet in length and bearing north 31(degree)08'45" west,
proceed thence in a northwesterly direction along the arc of a curve to the
right, an arc distance of 171.77 feet to a point, said arc being subtended
by a chord 171.77 feet in length and bearing north 32(degree)46'15" west,
said point being located on the aforesaid easternmost right-of-way LINE AND
BEING THE TRUE POINT OF BEGINNING, Said Tract or Parcel of land being more
particularly shown as "Phase IV" on that certain survey by Xxxxxxx &
Associates bearing the seal and certification of Xxxxxxx X. Xxxxxx, Georgia
Registered Land Surveyor No. 1946, prepared for overseas partners Capital
Corp., dated December 20, 1993, last revised August 7, 1996, and bearing
file no. 93153, which survey is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by the
following:

(1) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc. to the
Department of Transportation of the State of Georgia, dated July 18, 1985,
recorded in Deed Book 9618, Page 288, aforesaid Records; as corrected by
that certain Corrective Warranty Deed recorded in Deed Book 10290, Page
372, aforesaid Records.

10
66

(2) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc., a
Georgia corporation to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, page 163, aforesaid records.

(3) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc, a Georgia
corporation to the Department of Transportation of the State of Georgia,
dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded
in Deed Book 12667, Page 192, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by
the following:

(c) Agreement by and among R-H Associates Bldg. II Corp., Atlanta Financial
Center Associates, Xxxxxxxx-Xxxxxxxx Properties, Inc. and the Department of
Transportation of the State of Georgia, dated July 18, 1985, recorded in
Deed Book 9618, Page 145, aforesaid Records; as amended by that certain
Amendment to Agreement dated as of July 18, 1985, recorded in Deed Book
10290, Page 289, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center
Associates by that certain Assignment and Assumption (DOT Agreements),
dated July 28, 1987, recorded in Deed Book 10973, Page 179, aforesaid
Records.

(e) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc. to the
Department of Transportation of the State of Georgia, dated July 18, 1985,
recorded in Deed Book 9618, Page 288, aforesaid Records; as corrected by
that certain Corrective Warranty Deed recorded in Deed Book 10290, Page
372, aforesaid Records.

(f) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc., a
Georgia corporation to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 163, aforesaid Records.

(g) Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc., a
Georgia corporation to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 192, aforesaid Records.

68
EXHIBIT "D"

PERMITTED TITLE EXCEPTIONS

1. All City of Atlanta ad valorem taxes subsequent to the year 1996 and
all state and county ad valorem taxes subsequent to the year 1995.

2. Rights of tenants in possession pursuant to leases specifically assigned
by the Mutual Life Insurance Company of New York to Overseas Partners
Capital Corp.

3. All matters disclosed by the survey of the Property prepared by Xxxxxxx
X. Xxxxxx, Georgia Registered Land Surveyor No. 1946, dated December 20,
1993 and last revised August 7, 1996.

4. Indenture from X.X. Xxxxxxx to Stratford Arms Apartments, Inc., dated
October 29, 1958, recorded in Deed Book 3389, Page 525, Records of Xxxxxx
County, Georgia.

5. Sewer Easement from Xxxxxxx X. XxXxxx to Xxxxxx X. Xxxx and Xxxxx X. Xxxx,
dated June 20, 1951, recorded in Deed Book 2661, Page 43, aforesaid Records.

6. General Utility Easement from X.X. XxXxxx to Georgia Power Company, dated
December 27, 1949, recorded in Deed Book 2498, page 464, aforesaid Records.

7. Easement from Atlanta Financial Center Associates to Georgia Power Company,
dated January 20, 1986, recorded in Deed Book 9948, Page 54, aforesaid
Records.

8. Easement from Atlanta Financial Center Associates to Georgia Power Company,
dated February 1, 1991, filed for record February 1, 1991 at 12:37 p.m.,
recorded in Deed Book 14030, Page 167, aforesaid Records.

9. Parking Deck and Easement Agreement by and among Xxxxxxx X. Xxxxxx, Xxxxxx
X. Xxxxxx, Xxxxxx X. Xxxxxx, and X-X Building Partners, Ltd., dated July 15,
1981, recorded in Deed Book 7903, Page 165, aforesaid Records; as amended by
that certain Amendment of Parking Deck and Easement Agreement, dated
July 15, 1981, recorded in Deed Book 7903, Page 385, aforesaid Records
(said Amendment having been terminated by Agreement dated September 20,
1982, recorded in Deed Book 8255, Page 475, aforesaid Records); as further
amended by Second Amendment to Parking Deck and Easement Agreement, dated
July 18, 1985, recorded in Deed Book 9618, Page 37, aforesaid Records; as
further amended by that certain Third Amendment to Parking Deck and
Easement Agreement, dated as of July 18, 1985, recorded in Deed Book 10290,
Page 389, aforesaid Records; as further amended by that certain Declaration
of Release dated December 22, 1986, recorded in Deed Book 10561, Page 358,
aforesaid Records; as further amended by that certain Fourth Amendment to
Parking Deck and Easement Agreement, dated as of August 11, 1988, recorded
in Deed Book 11790, Page 76, aforesaid Records.

10. Reciprocal Easement Agreement by and among Xxxxxxxx-Xxxxxxxx Properties,
Inc., R-H Associates Bldg. II Corp. and Atlanta Financial Center
Associates, dated July 18, 1985, recorded in Deed Book 9618, Page 68,
aforesaid Records; as amended by that certain First Amendment to Reciprocal
Easement Agreement, dated as of July 18, 1985, recorded in Deed Book 10290,
Page 411, aforesaid Records; as further amended by that certain Declaration
of Release, dated December 22, 1986, recorded in Deed Book 10561, Page 358,
aforesaid Records; as further amended by that certain Second Amendment to
Reciprocal Easement Agreement, dated as of August 11, 1988, recorded in
Deed Book 11790, Page 69, aforesaid Records.

11. Agreement by and among R-H Associates Bldg II Corp., Atlanta Financial
Center Associates, Xxxxxxxx-Xxxxxxxx Properties, Inc. and the Department of
Transportation of the State of Georgia, dated July 18, 1985, recorded in
Deed Book 9618, Page 145, aforesaid Records; as amended by that certain
Amendment to Agreement dated as of July 18, 1985, recorded in Deed Book
10290, Page 289, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center
Associates by that certain Assignment and Assumption (DOT Agreements),
dated July 28, 1987, recorded in Deed Book 10973, Page 179, aforesaid
Records.

12. Easement Agreement by and between R-H Associates Bldg. II Corp. and the
Department of Transportation of the State of Georgia, dated July 18, 1985,
recorded in Deed Book 9618, Page 301, aforesaid Records; as amended by that
certain First Amendment to Easement Agreement, dated as of July 18, 1985,
recorded in Deed Book 10290, Page 383, aforesaid Records.

13. Agreement Regarding Georgia 400 Extension, by and among R-H Associates
Bldg. II Corp., Xxxxxxxx-Xxxxxxxx Properties, Inc., Atlanta Financial
Center Associates, MONY Mortgage Investors, and The Mutual Life Insurance
Company of New York dated July 18, 1985, recorded in Deed Book 9623, Page
75, aforesaid Records; as amended by that certain First Amendment to
Agreement Regarding Georgia Highway 400 Extension, dated as of July 18,
1985, recorded in Deed Book 10290, Page 419, aforesaid Records; the
interest of R-H Associates Bldg. II Corp. thereunder having been assigned
to Two Atlanta Financial Center Associates by that certain Assignment and
Assumption (DOT Agreements) dated July 28, 1987, recorded in Deed Book
10973, Page 179, aforesaid Records.

14. Encroachment Easement Agreement by and between Xxxxxxxx-Xxxxxxxx
Properties, Inc, a Georgia corporation and Two Atlanta Financial Center
Associates, a Georgia general partnership, dated December 24, 1987, filed
for record January 13, 1988 at 11:50 a.m., recorded in Deed Book 11269,
Page 265, aforesaid Records.

15. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain Limited Warranty Deed from R-H Building Partners, Ltd., a Georgia
limited partnership, as to an undivided 50% interest and The Mutual Life
Insurance Company of New York, a

New York corporation, as to an undivided 50% interest, together doing
business as Atlanta Financial Center Associates, a Georgia Joint Venture to
The Department of Transportation of the State of Georgia, dated December
22, 1986, filed for record December 23, 1986 at 1:41 p.m., recorded in Deed
Book 10513, Page 108, aforesaid Records.

16. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain Limited Warranty Deed from R-H Associates Bldg. II Corp. to the
Department of Transportation, dated December 22, 1986, recorded in Deed
Book 10513, Page 127, aforesaid Records.

17. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain Limited Warranty Deed from Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New
York and R-H Building Partners, Ltd., to the Department of Transportation
of the State of Georgia, dated April 4, 1989, filed for record July 19,
1989 at 9:30 a.m., recorded in Deed Book 12667, Page 115, aforesaid
Records.

18. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain Limited Warranty Deed from Two Atlanta Financial Center Associates,
a Georgia joint venture composed of The Mutual Life Insurance Company of
New York and R-H Associates Bldg. II Corp., to the Department of
Transportation of the State of Georgia, dated April 4, 1989, filed for
record July 19, 1989 at 9:30 a.m., recorded in Deed Book 12667, Page 141,
aforesaid Records.

19. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain limited Warranty Deed from R-H Associates Bldg. Corp., a Georgia
corporation to the Department of Transportation of the State of Georgia,
dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded
in Deed Book 12667, Page 222, aforesaid Records.

20. Easement contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc. to
the Department of Transportation of the State of Georgia, dated July 18,
1985, recorded in Deed Book 9618, Page 288, aforesaid Records; as corrected
by that certain Corrective Warranty Deed recorded in Deed Book 10290, Page
372, aforesaid Records.

21. Access Easement Agreement from Xxxxxxxx-Xxxxxxxx Properties, Inc., to the
Department of Transportation of the State of Georgia, dated April 4, 1989,
recorded in Deed Book 12667, Page 100, aforesaid Records.

22. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc., a
Georgia corporation to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 163, aforesaid Records.

23. Easements contained in and limitations, restrictions and other matters
pertaining to the use and enjoyment of the easements reserved in that
certain Limited Warranty Deed from Xxxxxxxx-Xxxxxxxx Properties, Inc., a
Georgia corporation to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 192, aforesaid Records.

24. Easement from R-H Bldg. Partners, Ltd. to Georgia Power Company dated May
24, 1982 and recorded in Deed Book 8163, Page 272, aforesaid Records.

EXHIBIT "E"
SCHEDULE OF SERVICE CONTRACTS

1. Management Agreement between Balcor Property Management, Inc. as Agent for
Atlanta Financial Center Associates, as Owner, and APCOA, Inc., as
Operator, dated September 21, 1993; as amended by Amendment to Management
Agreement, with Allegiance Realty Group, Inc. as Agent for The Mutual Life
Insurance Company of New York, as Owner and APCOA, Inc. as Operator, dated
October 12, 1994.

2. Memorandum dated February 7, 1996 from Xxxxx XxXxxxxx to Xxxx X. Xxxxxxx
and Xxxxx XxXxxx (all of ARES) regarding Cellular Phone, Pagers and Radios.
Cellular Phone with AirTouch Cellular; and Pagers with AirTouch Paging and
Mobilecomm.

3. Lease Agreement No. 80956 between Alco Capital Resource, Inc. and
Allegiance Realty Group, Inc. as agent for Mutual of New York, dated
September 20, 1994 for fax machine.

4. Drop Box Agreement between Airborne Express and ARES, Inc. dated December
27, 1995.

5. Letter Agreement from Xxxxxxxx-Xxxxxxxx Properties, Inc. to Barkin-Leeds
Ltd. dated February 13, 1990 regarding rotating art exhibit.

6. Service Contract between Allegiance Realty Group, Inc. as Agent and Xxxxxx
Protective Services, Inc., dated March 30, 1994 for contract security.

7. Memorandum dated January 1, 1996 from Xxxxxxx X. Xxxxxxxx [of ARES] to
Buckhead Florist file regarding verbal agreement to provide weekly flower
arrangements in the lobbies of the buildings and management and accounting
offices.

8. P.M. Agreement between Xxxxxxx-Xxxx South and Two Atlanta Financial Center
Associates, dated March 8, 1993 for emergency generator in East Tower.

9. P.M. Agreement between Xxxxxxx-Xxxx South and Atlanta Financial Center
Associates, dated March 8, 1993 for emergency generator in South Tower.

10. P.M. Agreement between Xxxxxxx-Xxxx South and R-H Assoc. Bldg. III Corp.,
dated March 8, 1993 for emergency generator in North Tower.

11. Chiller Operation Assurance Program Service Agreement between Allegiance
Realty Group as Managing Agents for MONY and Building Systems and Services
Division [of] Carrier Corporation, dated May 10, 1994 (South Tower).

12. Carrier Operation Assurance Program Service Agreement between Allegiance
Realty Group as Managing Agents for RH Associates Building III Corporation
and Building Systems and Services Division [of] Carrier Corporation, dated
May 10, 1994 (North Tower).

13. Carrier Operation Assurance Program between Allegiance Realty Group as
Managing Agents for MONY and Building Systems and Services Division [of]
Carrier Corporation, dated May 10, 1994 (East Tower).

14. Service Contract between The Mutual Life Insurance Company of New York by
ARES, Inc. and Distribution Associates South, Inc., dated January 1, 1995
for card access equipment maintenance.

15. Lighting Retrofit Proposal and Agreement of Purchase between E. Xxx Xxxxx
Distributor, Inc. and Allegiance Realty Group, Inc. as Agent for The Mutual
Life Insurance Company of New York, dated April 18, 1994.

16. Correspondence and Invoice Re: Service Contract between Facility Management
Systems, Inc. and Ares, Inc., dated November 8, 1995 for Tour Watch
maintenance.

17. Customer Convenience Network Placement Agreement between Federal Express
Corporation and ARES, Inc., dated January 24, 1996.

18. Delivery and Acceptance Notice between First United Leasing Corp. and The
Mutual Life Insurance Company of New York, dated October 4, 1995 for fax
machine.

19. Contract for Electric Power Service between R-H Associates Bldg. III Corp.
and Georgia Power Company dated September 20, 1989.

20. Contract for Electric Power Service between Two Atlanta Financial Center
Assoc. and Georgia Power Company dated January 6, 1992.

21. Contract for Electric Power Service between R-H Associates Bldg. III Corp.
and Georgia Power Company dated July 9, 1991.

22. Contract for Electric Power Service and Schedule TOU-1 between R-H Bldg.
Partners Ltd. and Georgia Power Company dated March 15, 1988.

23. Demand Control-Meter Contract between Georgia Power Company and R-H
Associates Bldg. III Corp., dated September 19, 1991 for electric load
equipment.

24. Master Contract for Electric Power Service between Georgia Power Company
and Allegiance Realty Group, Inc. as agent for The Mutual Life Insurance
Company of New York dated August 23, 1994 for electrical energy.

25. Service Contract between ARES, Inc., as Agent, for The Mutual Life
Insurance Company of New York and Xxxxx Landscape Company, dated January
23, 1996 for exterior landscape.

26. Service Contract between The Mutual Life Insurance Company of New York by
ARES, Inc., as Agent, and Xxxxx Landscape Company, dated April 1, 1995 for
interior plant maintenance.

27. Fire Protection System Inspection Agreement between R-H Assoc. Bldg. III
Corp. and Automatic Sprinkler Corporation of America (as assigned to
Xxxxxxxx Corporation), dated October 27, 1992 (North Tower).

28. Fire Protection System Inspection Agreement between Atlanta Financial
Center Assoc. and Automatic Sprinkler Corporation of America (as assigned
to Xxxxxxxx Corporation), dated October 27, 1992 (South Tower).

29. Fire Protection System Inspection Agreement between Xxxxxxxx Xxxxxxxx
Properties, Inc., as Agent for Two Atlanta Financial Center Associates and
Automatic Sprinkler Corporation of America (as assigned to Xxxxxxxx
Corporation), dated May 18, 1989 (East Tower).

30. Agreement between ARES, Inc. as agent for The Mutual Life Insurance Company
of New York and Instant Color, Inc., dated February 22, 1996 for seasonal
color beds around property.

31. Service Contract between Allegiance Realty Group, Inc. as Agent, and I&S
Operations, Inc., dated May 9, 1994 for co-generation gear maintenance.

32. Open-End Finance Lease Agreement between Leased Vehicles Company, Inc. and
Allegiance Realty Group, Inc. as agent for The Mutual Life Insurance
Company of New York and R-H Associates Building III Corp., dated December
15, 1986 for pickup truck and 20-foot bus.

33. [Elevator Maintenance Agreement] between Xxxxxx Elevator Service Company
and Atlanta Financial Center Associates, Two Atlanta Financial Center
Associates [and] R-H Associates Bldg. III Corp. dated April 1, 1993 (South
and East Towers) with Amendment dated September 24, 1993 (adding North
Tower) and Amendment dated March 28, 1994 (adding parking garage).

34. Agreement between National Utility Service, Inc. and Xxxxxxxx-Xxxxxxxx
Properties, Inc. dated November 29, 1988, for energy cost control program.

35. Memorandum dated January 1, 1996 from Xxxxxxx X. Xxxxxxxx [of ARES] to
Northlake Industries File regarding verbal agreement for quarterly carpet
cleaning.

36. Contract between Atlanta Financial Center and Atlanta/Xxxxxx County
Emergency Management Agency dated December 15, 1993 for NovAlert Emergency
Contact.

37. Pest Control Service Agreement between Atlanta Fin. Center Associates and
Orkin Exterminating Co., Inc., dated December 21, 1982.

38. Pest Control Service Agreement between R-H Associates Bldg. III Corp. and
Orkin Exterminating Company, Inc., dated September 19, 1989.

39. Pest Control Service Agreement between Two Atlanta Financial Center
Associates and Orkin Exterminating Company, Inc., dated June 12, 1987.

40. Agreement between ARES and Xxxxxx X. Xxxxx, Inc., dated February 23, 1996
for marketing services.

41. Letter Agreement between Balcor Property Management, Inc. and Xxxxxxxx
Furniture, dated March 12, 1993 for mill work.

42. Agreement between Simplex Time Recorder Co. and R-H Associates Building III
Corporation, dated May 6, 1993 for life safety fire alarm system testing
and maintenance (North Tower).

43. Agreement between Simplex Time Recorder Co. and Two Atlanta Financial
Center Associates, dated May 14, 1993 for life safety fire alarm system
testing and maintenance (East Tower).

44. Agreement between Simplex Time Recorder Co. and Atlanta Financial Center
Associates, dated May 14, 1993 for life safety fire alarm system testing
and maintenance (South Tower).

45. Agreement between Simplex Time Recorder Co. and Allegiance Realty Group,
Inc., as Agent for Atlanta Financial Center Owners, dated November 16, 1993
for life safety fire alarm system testing and maintenance (Parking Deck).

46. Total Copy Coverage Maintenance Agreement between Standard Office Systems
and ARES, Inc. as Agent for The Mutual Life Insurance Company of New York,
dated March 15, 1995.

47. Equipment Lease Agreement between Standard Office Systems and ARES, Inc. as
Agent for The Mutual Life Insurance Company of New York, dated March 15,
1995 for mita copier.

48. [Pager Contract] between MobileComm and R.H. Building 3 Corp. [and]
ARES,Inc., dated April 18, 1996.

49. Master Lease Purchase Equipment Agreement between UT Leasing Services, Inc.
and Two Atlanta Financial Center Associates, dated _______________, 1991
for demand equipment purchase leases.

50. Service Contract between The Mutual Life Insurance Company of New York by
ARES, Inc. and United Waste Service, Inc., dated June 1, 1995 for waste
removal services for one (1) recycling compactor.

51. Service Contract between The Mutual Life Insurance Company of New York by
ARES, Inc. and United Waste Service, Inc., dated May 22, 1995 for waste
removal services for two (2) waste compactors.

52. Agreement between United Parcel Service, Inc. and Atlanta Financial Center,
dated June 30, 1995 (South Tower).

53. Agreement between United Parcel Service, Inc. and Two Atlanta Financial
Center Assoc., dated January 1, 1993 (East Tower).

54. Service Contract between The Mutual Life Insurance Company of New York by
ARES, Inc. and Xxxxxxxx Building Services of Georgia, Inc., dated March 29,
1995 for window washing.

55. Postage Stamp Vending Agreement between Xxxxxx Postage Stamp Vending, Inc.
and Two Atlanta Financial Center Associates, dated January 14, 1991.

56. Service Contract between The Mutual Life Insurance Company of New York by
ARES, Inc. and Perimeter Maintenance Corporation, dated September 22, 1995
for janitorial and day xxxxxx services.

57. Property Tax Consulting Agreement between ARES, Inc. and Southern Tax
Consultants, d/b/a The Xxxxxxxxx Group dated June 6, 1996 for the 1996 ad
valorem tax program.

EXHIBIT "F"

SCHEDULE OF REQUIREMENT VIOLATIONS

NONE

EXHIBIT "G"

SCHEDULE OF PENDING OR THREATENED LITIGATION

1. Possible claim of X. Xxxxxx in connection with alleged personal injury
resulting from fall in parking deck on or about March 28, 1996.

2. Possible claim of Xxxxxxxx Xxxxx in connection with alleged personal injury
resulting from fall on parking deck ramp on or about November 3, 1995.

3. Possible claim of Xxx Game in connection with alleged personal injury
resulting from fall on parking deck ramp on or about January 11, 1995.

4. Possible claim of Xxxxx Xxxxx in connection with alleged personal injury
resulting from bicycle fall on or about August 8, 1996.

5. Possible claim of Xxxxxx Xxxxxxx in connection with alleged personal injury
resulting from alleged elevator malfunction on or about January 12, 1993.

6. Possible claim of Xxxxxxx Xxxx in connection with alleged personal injury
resulting from fall in the Terrace Level of the North Tower on or about
August 30, 1993.

7. Possible claim of Xxxxx ________________ of Xxxxxx, Xxxxxxx & Xxxxxx
resulting from fall in parking garage on or about September 1, 1993.

8. Possible claim of Xxxxxx Xxxxxx in connection with alleged personal injury
resulting from fall in East Tower on or about February 2, 1996.

9. Possible claim of Xxx Xxxxxxxxxxxx in connection with alleged personal
injury resulting from fall in East Tower on or about February 2, 1996.

79
EXHIBIT "H"
SCHEDULE OF UNPAID CONTRACTORS

CONTRACTOR PROJECT Amt. of Amt. Paid as Est. to be pd. Est.Amt.
Obligation of 08/08/96 Prior to Close at Close

E. Xxx Xxxxx Exterior light fixtures $550.00 $0.00 $0.00 $550.00 *
Xxxxxxx Xxxxx Install exterior light fixtures $1,000.00 $0.00 $0.00 $1,000.00 *
Xxxxxx Elevator Services ADA Telephones - Deck 2,200.00 $0.00 $0.00 $2,200.00 *
Western Waterproofing Column repair in deck $3,621.00 $0.00 $0.00 $3,821.00 *
Asphalt Doctor Concrete and asphalt repairs $6,534.00 $0.00 $0.00 $6,534.00 *
Envirocare Pressure wash GA 400 facade $4,000.00 $0.00 $0.00 $4,000.00 *
Arbor Guard Mature tree prunning $3,558.00 $0.00 $0.00 $3,556.00 *
American Food Management Tenant Event - July 16 Olympic kick-off $12,918.00 $0.00 $12,918.00 $0.00 *
breakfast
Xxxxxxxx Xxxxxxxxx Tenant Event - 16 Olympic shirt give-away $8,064.00 $0.00 $0.00 $8,064.00 *
Premium Distributors Tenant Event - July 24 Olympic popsicles $456.00 $0.00 $456.00 $0.00 *
Partnership Design fees - graphics $3,382.41 $0.00 $0.00 $3,382.41 *
Xxxxxxxxx Group 1996 ad valorem consultant fees $6,500.00 $687.50 $0.00 $5,812.50 **
Sky Design ADA signage $1,600.00 $0.00 $0.00 $1,600.00 *
Operational Security Systems GA 400 security cameras $32,577.91 $0.00 $32,577.91 $0.00 *
Custom Plastics Condiment fixtures $1,790.00 $0.00 $0.00 $1,790.00 *
Craftmark Relaminating of trash unit $2,850.00 $0.00 $0.00 $2,850.00 *
Northside Cabinets Tray slide modification $650.00 $0.00 $0.00 $850.00 *
Xxxx Xxxxxxx Xxxxx Design fees - common area projects $27,680.00 $0.00 $0.00 $27,680.00 *
Dell Corporation Computerized work order system $6,000.00 $855.00 $5,145.00 $0.00 *
E. Xxx Xxxxx Replace light switches $5,400.00 $500.00 $0.00 $4,900.00 *
Xxxxxx Elevator ADA elevator upgrades $25,000.00 $0.00 $25,000.00 $0.00 *
Xxxxxx Elevator ADA elevator upgrades - telephones $3,300.00 $0.00 $0.00 $3,300.00 *
Xxxxxxx Construction Terrace level finishes $13,000.00 $0.00 $13,000.00 $0.00 *
Carrier Air filter racks $1,100.00 $0.00 $0.00 $1,100.00 *
Specialty Finishes Deferred Maintenance $38,113.00 $35,613.00 $0.00 $2,500.00 *
X.X. Xxxxxx Pipes in restrooms to ADA $2,160.00 $33.00 $0.00 $2,217.00 *
Xxxxxx Elevator ADA telephones in elevators $5,500.00 $0.00 $0.00 $5,500.00 *
McKenney's Install VAV boxes in restrooms $11,550.00 $7,000.00 $4,550.00 $0.00 *
McKenney's Upsize AHU's on floors 1 1 & 15 $17,000.00 $7,308.00 $9,692.00 $0.00 *
Xxxxxx Elevator ADA telephones in elevators $2,750.00 $0.00 $0.00 $2,750.00 *
McKenney's BAC - increase venitilation in womens room $1,925.00 $0.00 $0.00 $1,925.00 *
Mosaic Tile BAC - Replace wooden benches in womens room $1,200.00 $0.00 $0.00 $1,200.00 *
Xxxx Man BAC - tile in sink area $3,100.00 $0.00 $0.00 3,100.00 *
X.X. Xxxxxxxxxx BAC - replace sheet rock ceiling in $2,160.00 $0.00 $0.00 $2,160.00 *
womens room
Xxxxxxxx BAC - furniture $345.00 $0.00 $345.00 $0.00 *
Arc Com BAC - furniture $364.00 $0.00 $364.00 $0.00 *
Carnegie BAC - furniture $174.00 $0.00 $174.00 $0.00 *
Claudia's BAC - furniture $875.00 $0.00 $875.00 $0.00 *
Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx remaining T1 $55,794.00 $0.00 $0.00 $55,794.00 *
H. & D. (Contractor TBD) Xxxxxxx and Xxxxxx T1 $6,300.00 $0.00 $0.00 $8,300.00 *
Starbuck's Starbuck's T1 $43,080.00 $0.00 $0.00 $43,080.00 *
Xxxx Xxxxxxxx Xxxxxxxxx Xxxxx 000 X0 $58,140.00 $9,273.00 $0.00 $46,867.00 *
B. Insurance (Contractor TBD)Business Insurance Suite 430 T1 $58,425.00 $0.00 $0.00 $58,425.00 *
Xxxxxxx Xxxxxxx X0 $51,970.00 $137.00 $51,833.00 $0.00 *
Nova Xxxxx T1 $8,553.00 $7,943.00 $0.00 $610.00 *
Xxxxxxx Main America T1 $8,923.00 $7,912.00 $0.00 $1,011.00 *
Xxxxxx Xxxxxxx Xxxxxxxxx T1 $8,480.00 $5,400.00 $0.00 $1,080.00 *
Nova Air One T1 $20,062.00 $16,359.00 $0.00 $3,703.00 *
Enterprise (Contractor TBD) Enterprise T1 $8,995.00 $0.00 $0.00 $8,995.00 *
R. Wayne (Contractor TBD) Xxxxxx Xxxxx'x renewal T1 $2,290.00 $0.00 $0.00 $2,290.00 *
- renewal effective 1/1/97

EXHIBIT "H"

SCHEDULE OF UNPAID CONTRACTORS

CONTRACTOR PROJECT Amt. of Amt. Paid as Est. to be pd. Est. Amt.
Obligation of 08/08/96 Prior to Close at Close

ARES, Inc. Commission on Enterprise expansion $489.95 $0.00 $989.95 $0.00 *
Xxxxxx Corporation Commission on Enterprise expansion $979.89 $0.00 $979.89 $0.00 *
ARES, Inc. Commission on Xxxxxx Xxxxx renewal $1,173.63 $0.00 $1,173.83 $0.00 *
Nova Xxxxxxx T1 $58,620.00 $0.00 $0.00 $58,820.00 *
Xxxxxxx Interim Accounting T1 $7,425.00 $8,588.00 $0.00 $837.00 *
BellSouth (Contractor TBD) BellSouth T1 - renewal effective 11/17/96 $231,730.00 $0.00 $0.00 $231,730.00
Xxxxxxx (Contractor TBD) Xxxxxxx renewal T1 $13,920.00 $10,351.00 $0.00 $3,569.00 *
T. Financial (Contract TBD) Xxxxxx Financial T1 $6,000.00 $0.00 $0.00 $6,000.00 *
ARES, Inc. Commission for Xxxxxxx renewal $2,929.00 $0.00 $2,329.02 $0.00 *
Group VI Commission for Xxxxxxx renewal $4,658.04 $0.00 $4,858.04 $0.00 *

* These items shall be the responsibility of Seller. The remaining items
shall be the responsibility of Purchaser.
** The 1996 ad valorem consultant fees shall be prorated pursuant to the
Purchase and Sale Agreement.

Filer: exhibh.wk4
Timer: 11:01:41 AM
Date: 09-Aug-95

81
EXHIBIT "I"

SCHEDULE OF ENVIRONMENTAL REPORTS

1. Phase One Indoor Air Quality Report for Atlanta Financial Center, dated
June 10, 1996, prepared by Environmental Design International, Ltd.

2. Letter re: Results of Indoor Air Quality Survey, dated September 9, 1993,
prepared by Law Engineering, Inc., Project No. 5560545901

3. Report of Phase I Environmental Assessment, dated August 8, 1995, prepared
by Law Engineering, Inc., Project No. 579-09058.01

4. Phase I Environmental Site Assessment, Atlanta Financial Center, North
Tower, dated October 10, 1994, prepared by SES Environmental Services,
Inc., Project No. 94-50022

5. Asbestos Inspection, dated September 20, 1993, prepared by EMCON
Southeast, Project No. 2027.001.93

6. State of Georgia Annual Underground Storage Tank Registration Form dated
May 13, 1996. Facility I.D. No. 9060438, Owner I.D. No. 7075 (2 diesel
tanks)

EXHIBIT "J"

AMERICAN LAND TITLE ASSOCIATION COMMITMENT - 1966

CHICAGO TITLE INSURANCE COMPANY

COMMITMENT FOR TITLE INSURANCE

CHICAGO TITLE INSURANCE COMPANY, a corporation of Missouri, herein called
the Company, for a valuable consideration, hereby commits to issue its policy or
policies of title insurance, as identified in Schedule A, in favor of the
proposed Insured named in Schedule A, as owner or mortgagee of the estate or
interest covered hereby in the land described or referred to in Schedule A, upon
payment of the premiums and charges therefor; a11 subject to the provisions of
Schedules A and B and to the Conditions and Stipulations hereof.

This Commitment shall be effective only when the identity of the proposed
Insured and the amount of the policy or policies committed for have been
inserted in Schedule A hereof by the Company, either at the time of the issuance
of this Commitment or by subsequent endorsement.

This Commitment is preliminary to the issuance of such policy or policies
of title insurance and all liability and obligations hereunder shall cease and
terminate six months after the effective date hereof or when the policy or
policies committed for shall issue, whichever first occurs, provided that the
failure to issue such policy or policies is not the fault of the Company.

IN WITNESS WHEREOF, Chicago Title Insurance Company has caused this
Commitment to be signed and sealed as of the effective date of Commitment shown
in Schedule A, the Commitment to become valid when countersigned by an
authorized signatory.

CHICAGO TITLE INSURANCE COMPANY

By:

Issued by:
RAMSAY & XXXXXXXX Title /s/
SERVICES, INC.
00 XXXXXXXXX XXXXXX XXXX, X.X. President.
XXXXX 000
XXXXXXX, XX 00000
(000) 000-0000 ATTEST:

/s/ [SEAL] /s/ Xxxxxx X. Xxxxx
----------------------------- ----------------------------------
Authorized Signatory Secretary.

83
ALTA COMMITMENT FOR TITLE INSURANCE-cmb-7/22/96-CHICAGO TITLE INSURANCE COMPANY

SCHEDULE A

--------------------------------------------------------------------------------
COMMITMENT NO. EFFECTIVE DATE OF COMMITMENT
2-08478 May 17, 1996 at 5:00 p.m.

--------------------------------------------------------------------------------
YOUR NO.
1677.010/ECR

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PREPARED FOR: Xxxxx X. Xxxxxxx, Esquire
XXXXXXXX XXXXXXX, L.L.P.

INQUIRIES SHOULD BE DIRECTED TO: RAMSAY & XXXXXXXX TITLE SERVICES, INC.
00 XXXXXXXXX XXXXXX XXXX, X.X.
XXXXX 000
XXXXXXX, XXXXXXX 00000
(000) 000-0000

1. POLICY OR POLICIES TO BE ISSUED: AMOUNT

*ALTA OWNERS POLICY (1992) $125,500,000.00
PROPOSED INSURED:

Overseas Partners Capital Corp., a Delaware corporation

2. The estate or interest in the land described or referred to in this
Commitment and covered herein is a Fee Simple and Easement

3. Title to said estate or interest in said land is at the effective date
hereof vested in:

The Mutual Life Insurance Company of New York, a New York corporation

4. The land referred to in this Commitment is located in the County of
Xxxxxx, State of Georgia, and described as follows:

ALL THAT TRACT or parcel of land lying and being in Land Lots 45 and 62 of
the 17th District of Xxxxxx County, Georgia, being more particularly
described on Exhibit "A" attached hereto and by this reference
incorporated herein.

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COMMITMENT NO. PART I, SCHEDULE B
2-08478

--------------------------------------------------------------------------------

I. THE FOLLOWING ARE REQUIREMENTS TO BE COMPLIED WITH:

1. Instruments necessary to create the estate or interest to be insured must
be properly executed, delivered and duly filed for record; to wit:

LIMITED WARRANTY DEED from The Mutual Life Insurance Company of New York,
a New York corporation to Overseas Partners Capital Corp., a Delaware
corporation, conveying title to subject property.

This deed must be executed pursuant to proper corporate authority, and the
Company must be furnished satisfactory documentary proof thereof.

2. Payment to or for the grantor of the full consideration for the estate or
interest to be insured.

3. Payment of taxes as follows:

(a) (Phrase I, etal) State and County Taxes for the year 1996 are open
to pay in the amount of $129,801.66 {Due October 15, 1996) under May
Reference No. 17-45-LL-56-4; City of Atlanta Taxes for the year 1996
are open to pay in the amount of $335,334.40 (Due August 15, 1996)
under Map Reference No. 17-45-LL-56-4.

(b) (Phase II) State and County Taxes for the year 1996 are open to pay
in the amount of $154,463.89 (Due October 15,1996) under Map
Reference No. 17-45-LL-67-1; City of Atlanta Taxes for the year 1996
are open to pay in the amount of $397,136.43 (Due October 15, 1996)
under Map Reference No. 17-46-LL-67-1.

NOTE: 1995 and 1996 taxes are under appeal. Amounts are subject to
change.

(c) (Phase III) State and County Taxes for the year 1996 are open to pay
in the amount of $92,678.31 (Due October 15,1996) under Map
Reference No. 17-45-LL-68-9; City of Atlanta Taxes for the year 1996
are open to pay in the amount of $239,063.33 (Due October 15,1996)
under Map Reference No.17-45-LL-68-9.

NOTE: 1995 and 1996 taxes are under appeal. Amounts are subject to
change.

--------------------------------------------------------------------------------
COMMITMENT NO. PART I, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

(d) (Phase IV Air Rights) State and County Taxes for the year 1996 are
open to pay in the amount of $3,611.63 (Due October 15, 1996) under
Map Reference No. 17-45-LL-71-3; City of Atlanta Taxes for the year
1996 are to pay in the amount of $9,282.35 (Due October 15,1996)
under Map Reference No. 17-45-LL-71-3.

NOTE: 1995 and 1996 taxes are under appeal. Amounts are subject to
change.

(e) (Parking Deck) State and County Taxes for the year 1996 are open to
pay in the amount of $79,438.61 (Due August 15, 1996) under Map
Reference Xx.00-00-XX-00-0; Xxxx xx Xxxxxxx Taxes for the year 1996
are open to pay in the amount of $204,167.26 (Due August 15,1996)
under Map Reference No. 17-6-LL-55-6.

NOTE: 1995 and 1996 taxes are under appeal. Amounts are subject to
change.

(f) (Driveway etal) State and County Taxes for the year 1996 are open to
pay in the amount of $1,763.82 (Due October 15, 1996) under Map
Reference No. 17-45-LL-69-7; City of Atlanta Taxes in the amount of
$5,980.54 for the year 1996 are open to pay (Due August 15, 1996)
under Map Reference No. 17-45-LL-69-7.

NOTE: 1995 and 1996 taxes are under appeal. Amounts are subject to
change. All prior years' taxes marked paid.

4. Payment, Cancellation and Satisfaction of record of the following:

(a) Deed to Secure Debt and Security Agreement from R-H Building
Partners, Ltd. to The First National Bank of Atlanta, dated July 15,
1981, recorded in Deed Book 7903, Page 406, Records of Xxxxxx
County, Georgia; as assigned by that Transfer and Assignment from
The First National Bank of Atlanta to The Mutual Life Insurance
Company of New York, dated September 20, 1982, recorded in Deed Book
8241, Page 97, aforesaid Records; as modified by that certain First
Modification Agreement dated July 18,1985, recorded in Deed Book
9618, Page 24, aforesaid Records; as further modified by that
certain Second Modification Agreement, dated July 18, 1985, recorded
in Deed Book 10290, Page 433, aforesaid Records; as further modified
by that certain Third Modification Agreement and Partial Release of
Mortgage by and between The Mutual Life Insurance Company of New
York, a New York corporation, R-H Building Partners,

3
86
--------------------------------------------------------------------------------
COMMITMENT NO. PART I, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

Ltd., a Georgia limited partnership and The Mutual Life Insurance
Company of New York, a New York corporation, dated December 22,
1986, filed for record January 7, 1987 at 10:57 a.m., recorded in
Deed Book 10561, Page 378, aforesaid Records. (Affecting Phase I)

(b) Assignment of Leases and Rents from R-H Building Partners, Ltd. to
The First National Bank of Atlanta, dated July 15, 1981, recorded in
Deed Book 7903, Page 433, aforesaid Records; as assigned by that
Transfer and Assignment from The First National Bank of Atlanta to
The Mutual Life Insurance Company of New York, dated September 20,
1982, recorded in deed Book 8241, Page 98, aforesaid Records; as
amended by that certain First Modification Agreement dated July
18, 1985, recorded in Deed Book 9618, Page 24, aforesaid Records; as
further amended by that certain Second Modification Agreement, dated
July 18, 1985, recorded in Deed Book 10290, Page 433, aforesaid
Records; as further modified by that certain Third Modification
Agreement and Partial Release of Mortgage by and between The Mutual
Life Insurance Company of New York, a New York corporation, R-H
Building Partners, Ltd., a Georgia limited partnership and The
Mutual Life Insurance Company of New York, a New York corporation,
dated December 22, 1986, filed for record January 7, 1987 at 10:57
a.m., recorded in Deed Book 10561, Page 378, aforesaid Records.
(Affecting Phase I)

(c) U.C.C. Financing Statement No. 561471 showing R-H Building Partners,
Ltd. as Debtor and The First National Bank of Atlanta as Secured
Party, entered of record July 21, 1981, aforesaid Records; as
assigned by that certain Assignment from The First National Bank of
Atlanta to The Mutual Life Insurance Company of New York, entered of
record September 21, 1982, aforesaid Records; as amended by that
certain Amendment entered of record July 19, 1986, aforesaid
Records; as continued by that certain Continuation entered of record
July 3, 1986, aforesaid Records; as further amended by that certain
Amendment entered of record August 25, 1986, aforesaid Records; as
continued by that certain Continuation entered of record July 6,
1990, aforesaid Records; as further continued by that certain
Continuation entered of record April 3, 1991, aforesaid Records.
(Affecting Phase I)

(d) Deed to Secure Debt and Security Agreement from R-H Associates
Bldg. II Corp. to David S. Cook, Floyd L. Smith, Allan H. Glidden,
H. Donald Harvey, Jr., James V. Tomai, Jr., Donald S. Myers, Rodger
P. Nordblom, John B. Rogers, Henry S. Romaine and Norcross Teel,
Jr., and their successors in office, as Trustees of MONY Mortgage
Investors, a Massachusetts business trust (now known as

--------------------------------------------------------------------------------
COMMITMENT NO. PART I, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

MONY Real Estate Investors; see fact affidavit in Deed Book 10290,
Page 288, aforesaid Records) dated July 18, 1985, recorded in Deed
Book 9618, Page 304, aforesaid Records; as amended by that certain
First Amendment to Deed to Secure Debt and Security Agreement, dated
as of July 18, 1985, recorded in Deed Book 10290, Page 447,
aforesaid Records; as further amended by that certain Second
Modification Agreement and Partial Release of Mortgage, dated as of
December 22, 1986, recorded in Deed Book 10561, Page 331, aforesaid
Records; as assigned by that certain Assignment of Deed to Secure
Debt and Security Agreement from MONY Real Estate Investors to The
Mutual Life Insurance Company of New York, dated July 28, 1987,
recorded in Deed Book 10973, Page 191, aforesaid Records. (Affecting
Phase II)

(e) Assignment of Leases and Rents from R-H Associates Bldg. II Corp. to
David S. Cook, Floyd L. Smith, Allan H. Glidden, H. Donald Harvey,
Jr., James V. Tomai, Jr., Donald S. Myers, Rodger P. Nordblom, John
B. Rogers, Henry S. Romaine and Norcross Teel, Jr., and their
successors in office, as Trustees of MONY Mortgage Investors, dated
July 18, 1985, recorded in Deed Book 9618, Page 332, aforesaid
Records; as amended by that certain First Amendment to Deed to
Secure Debt and Security Agreement, dated as of July 18,1985,
recorded in Deed Book 10290, Page 443, aforesaid Records; as further
amended by that certain Second Modification Agreement and Partial
Release of Mortgage, dated as of December 22, 1986, recorded in Deed
Book 10561, Page 331, aforesaid Records; as assigned by that certain
Assignment of Deed to Secure Debt and Security Agreement from MONY
Real Estate Investors to The Mutual Life Insurance Company of New
York, dated July 28, 1987, recorded in Deed Book 10973, Page 192,
aforesaid Records. (Affecting Phase II)

(f) U.C.C. Financing Statement No. 763302 showing Two Financial Center
Associates as Debtor and UT Leasing Services, Inc. as Secured Party,
entered of record August 28, 1991, aforesaid Records.

5. The Company must be furnished proof in affidavit form as to who is in
possession of the subject property and under what claim. Upon receipt of
such proof, Item 2(a) of Part II below will be deleted or amended in
accordance with the facts revealed thereby.

6. The Company must be furnished a current accurate survey and surveyor's
inspection report on the subject property. Upon receipt of same, Items
2(b) and 2(c) of Part II below will be deleted or amended in accordance
with facts shown thereby.

--------------------------------------------------------------------------------
COMMITMENT NO. PART I, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

7. The Company must be furnished satisfactory proof in affidavit form that
improvements and/or repairs or alterations to the property are completed;
that contractor, sub-contractors, laborers and materialmen are all paid,
and have released of record all liens or notice of intent to perfect a
lien for labor and material; or receipt of proof satisfactory to the
Company that no improvements or repairs were made on the property within
95 days preceding the filing for record of the instruments required at
Item 1 above. Upon receipt of this proof, Item 2(d) of Part II below will
be deleted or amended in accordance with the facts shown thereby.

8. Proof, satisfactory to the Company, that all taxes or special assessments,
including water bills, which are not shown as existing liens on the public
records are paid in full at the time of closing. Upon receipt of such
proof, Item 2(e) of the standard exceptions in Schedule B, Part II below
will be deleted or amended in accordance with the facts shown thereby.

9. Unless this transaction involves only real estate containing one to four
residential units as shown on a current plat of survey, the Company must
be furnished with

a.) satisfactory proof that the land in this transaction is not
"commercial real estate" as defined in sec. 44-14-601 O.C.G.A., or

b.) satisfactory proof in affidavit form from both the Seller and from
the Buyer (or Borrower if there is no sale involved) i.) that no
Broker's services have been engaged with regard to the management,
sale, purchase, lease, option or other conveyance of any interest in
the subject commercial real estate and ii.) that no notice(s) of
lien for any such services has been received. In the event that said
affidavit(s) contain any qualification with respect to any such
services, proof of payment in full for all such services, together
with a lien waiver or estoppel letter from such identified Broker(s)
must be obtained.

NOTE: Where the possibility of a right to file a Broker's Lien(s) is
determined and no lien waiver(s) nor Estoppel Letter(s) is
furnished to the Company, an exception as follows will be
taken in the final policy:

"Any Broker's lien, or right to a Broker's lien, imposed by
law."

10. Proof satisfactory to the Company of the acceptance by other title
insurance companies designated by the Proposed Insured of reinsurance
required.

--------------------------------------------------------------------------------
COMMITMENT NO. PART II, SCHEDULE B
2-08478

--------------------------------------------------------------------------------

II. Schedule B of the policy or policies to be issued will contain exceptions
to the following matters unless the same are disposed of to the
satisfaction of the Company:
1. Defects, liens, encumbrances, adverse claims, or other matters, if
any, created, first appearing in the public records or attaching
subsequent to the effective date hereof but prior to the date the
proposed Insured acquires for value of record the estate or interest
or mortgage thereon covered by this Commitment.

2. Standard Exceptions:
(a) Rights or claims of parties in possession not shown by the
public records.
(b) Easements, or claims of easements, not shown by the public
records.
(c) Encroachments, overlaps, boundary line disputes, or other
matters which would be disclosed by an accurate survey or
inspector of the premises.
(d) Any lien, or right to a lien, for services, labor, or material
heretofore or hereafter furnished, imposed by law and not
shown by the public records. (e) Taxes or special assessments
which are not shown as existing liens by the public records.
(e) Taxes or special assessments which are not shown as existing
liens by the public records.

3. Special Exceptions:

(a) All taxes subsequent to the year 1996 not Yet due or payable
and any additional taxes resulting from reassessment of
subject property.

(b) This policy of title insurance affords assurance as to the
location of the boundary lines of subject property, but does
not insure the engineering calculations in computing the exact
amount of acreage contained therein.

(d) Attention is directed to the fact that captioned property
adjoins George Highway No. 400 which is a limited access way
with rights of access limited to those points designated by
the Department of Transportation of Georgia.

(e) All matters disclosed by the survey referred to in Exhibit "A"
hereto, dated December 20, 1993, last revised ______________ ,
1996.

(f) Indenture from J. W. Walters to Stratford Arms Apartments,
Inc., dated October 29, 1958, recorded in Deed Book 3389, Page
525, aforesaid Records; located as shown on that certain
survey referred to in Exhibit "A" attached hereto.

(g) Sewer Easement from Beverly M. DuBose to Julian C. Jett and
Julia G. Jett, dated June 20, 1951, recorded in Deed Book
2661, Page 43, aforesaid Records; located as shown on that
certain survey referred to in Exhibit "A" attached hereto.

--------------------------------------------------------------------------------
COMMITMENT NO. PART II, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

(h) General Utility Easement from B. M. DuBose to Georgia Power Company,
dated December 27, 1949, recorded in Deed Book 2498, page 464,
aforesaid Records; located as shown on that certain survey referred
to in Exhibit "A" attached hereto.

(i) Easement from Atlanta Financial Center Associates to Georgia Power
Company, dated January 20, 1986, recorded in Deed Book 9948, Page
54, aforesaid Records; located as shown on that certain survey
referred to in Exhibit "A" attached hereto.

(j) Easement from Atlanta Financial Center Associates to Georgia Power
Company, dated February 1, 1991, filed for record February 1, 1991
at 12:37 p.m., recorded in Deed Book 14030, Page 167, aforesaid
Records; located as shown on that certain survey referred to in
Exhibit "A" attached hereto.

(k) Parking Deck and Easement Agreement by and among Michael C. Carlos,
George C. Carlos, Andrew C. Carlos, and R-H Building Partners, Ltd.,
dated July 15, 1981, recorded in Deed Book 7903, Page 165, aforesaid
Records: as amended by that certain Amendment of Parking Deck and
Easement Agreement, dated July 15, 1981, recorded in Deed Book 7903,
Page 385, aforesaid Records (said Amendment having been terminated
by Agreement dated September 20, 1982, recorded in Deed Book 8255,
Page 475, aforesaid Records); as further amended by Second Amendment
to Parking Deck and Easement Agreement, dated July 18, 1985,
recorded in Deed Book 9618, Page 37, aforesaid Records; as further
amended by that certain Third Amendment to Parking Deck and Easement
Agreement, dated as of July 18, 1985, recorded in Deed Book 10290,
Page 389, aforesaid Records; as further amended by that certain
Declaration of Release dated December 22, 1986, recorded in Deed
Book 10561, Page 358, aforesaid Records; as further amended by that
certain Fourth Amendment to Parking Deck and Easement Agreement
dated as of August 11, 1986, recorded in Deed Book 11790, Page 76,
aforesaid Records.

(l) Reciprocal Easement Agreement by and among Robinson-Humphrey
Properties, Inc., R-H Associates Bldg. II Corp. and Atlanta
Financial Center Associates, dated July 18, 1985, recorded in Deed
Book 9618, Page 68, aforesaid Records; as amended by that certain
First Amendment to Reciprocal Easement Agreement, dated as of July
18, 1985, recorded in Deed Book 10290, Page 411, aforesaid Records;
as further amended by that certain Declaration of Release, dated
December 22, 1986, recorded in Deed Book 10561, Page 358, aforesaid
Records; as further amended by that certain Second Amendment to
Reciprocal Easement Agreement, dated as of August 11, 1988, recorded
in Deed Book 11790, Page 69, aforesaid Records.

--------------------------------------------------------------------------------
COMMITMENT NO. PART II, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

(m) Agreement by and among R-H Associates Bldg II Corp., Atlanta
Financial Center Associates, Robinson-Humphrey Properties, Inc. and
the Department of Transportation of the State of Georgia, dated July
18, 1985, recorded in Deed Book 9618, Page 145, aforesaid Records;
as amended by that certain Amendment to Agreement dated as of July
18, 1985, recorded in Deed Book 10290, Page 289, aforesaid Records;
the interest of R-H Associates Bldg. II Corp. thereunder having been
assigned to Two Atlanta Financial Center Associates by that certain
Assignment and Assumption (DOT Agreements), dated July 28, 1987,
recorded in Deed Book 10973, Page 179, aforesaid Records.

(n) Easement Agreement by and between R-H Associates Bldg. II Corp. and
the Department of Transportation of the State of Georgia, dated July
18, 1985, recorded in Deed Book 9618, Page 301, aforesaid Records;
as amended by that certain First Amendment to Easement Agreement,
dated as of July 18, 1985, recorded in Deed Book 10290, Page 383,
aforesaid Records.

(o) Agreement Regarding Georgia 400 Extension, by and among R-H
Associates Bldg. II Corp., Robinson-Humphrey Properties, Inc.,
Atlanta Financial Center Associates, MONY Mortgage Investors, and
The Mutual Life Insurance Company of New York, dated July 18, 1985,
recorded in Deed Book 9623, Page 75, aforesaid Records; as amended
by that certain First Amendment to Agreement Regarding Georgia
Highway 400 Extension, dated as of July 18, 1985, recorded in Deed
Book 10290, Page 419, aforesaid Records; the interest of R-H
Associates Bldg. II Corp. thereunder having been assigned to Two
Atlanta Financial Center Associates by that certain Assignment and
Assumption (DOT Agreements) dated July 28, 1987, recorded in Deed
Book 10973, Page 179, aforesaid Records.

(p) Encroachment Easement Agreement by and between Robinson-Humphrey
Properties, Inc., a Georgia corporation and Two Atlanta Financial
Center Associates, a Georgia general partnership, dated December 24,
1987, filed for record January 13, 1988 at 11:50 a.m., recorded in
Deed Book 11269, Page 265, aforesaid Records.

(q) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from R-H Building
Partners, Ltd., a Georgia limited partnership, as to an undivided
50% interest and The Mutual Life Insurance Company of New York, a
New York corporation, as to an undivided 50% interest, together
doing business as Atlanta Financial Center Associates, a Georgia
Joint Venture to The

--------------------------------------------------------------------------------
COMMITMENT NO. PART II, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

Department of Transportation of the State of Georgia, dated December
22, 1986, filed for record December 23, 1986 at 1:41 p.m., recorded
in Deed Book 10513, Page 108, aforesaid Records.

(r) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from R-H Associates
Bldg. II Corp. to the Department of Transportation, dated December
22, 1986, recorded in Deed Book 10513, Page 127, aforesaid Records.

(s) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from Atlanta
Financial Center Associates, a Georgia joint venture composed of The
Mutual Life Insurance Company of New York and R-H Building Partners,
Ltd., to the Department of Transportation of the State of Georgia,
dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 115, aforesaid Records.

(t) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from Two Atlanta
Financial Center Associates, a Georgia joint venture composed of The
Mutual Life Insurance Company of New York and R-H Associates Bldg.
II Corp., to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30
a.m., recorded in Deed Book 12667, Page 141, aforesaid Records.

(u) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain limited Warranty Deed from R-H Associates
Bldg. III Corp., a Georgia corporation to the Department of
Transportation of the State of Georgia, dated April 4, 1989, filed
for record July 19, 1989 at 9:30 a.m., recorded in Deed Book 12667,
Page 222, aforesaid Records.

(v) Easement contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from
Robinson-Humphrey Properties, Inc. to the Department of
Transportation of the State of Georgia, dated July 18, 1985,
recorded in Deed Book 9618, Page 288, aforesaid Records; as
corrected by that certain Corrective Warranty Deed recorded in Deed
Book 10290, Page 372, aforesaid Records.

--------------------------------------------------------------------------------
COMMITMENT NO. PART II, SCHEDULE B (CONTINUED)
2-08478

--------------------------------------------------------------------------------

(w) Access Easement Agreement from Robinson-Humphrey Properties, Inc.,
to the Department of Transportation of the State of Georgia, dated
April 4, 1989, recorded in Deed Book 12667, Page 100, aforesaid
Records.

(x) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from
Robinson-Humphrey Properties, Inc., a Georgia corporation to the
Department of Transportation of the State of Georgia, dated April
4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded in
Deed Book 12667, Page 163, aforesaid Records.

(y) Easements contained in and limitations, restrictions and other
matters pertaining to the use and enjoyment of the easements
reserved in that certain Limited Warranty Deed from Robinson
Humphrey Properties, Inc., a Georgia corporation to the Department
of Transportation of the State of Georgia, dated April 4, 1989,
filed for record July 19, 1989 at 9:30 a.m., recorded in Deed Book
12667, Page 192, aforesaid Records.

(z) Agreement Regarding Parking and Rezoning by and between R-H
Associates Bldg. III Corp., Robinson-Humphrey Properties, Inc. and
The First National Bank of Chicago, dated February 28, 1989, filed
for record March 7, 1989 at 9:24 a.m., recorded in Deed Book 12323,
Page 194, aforesaid Records.

(aa) Any security interest created at closing.

94
EXHIBIT "A"

PHASE I

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 45 and 62, 17th
District, City of Atlanta, Fulton County, Georgia and being more particularly
described as follows:

TO FIND THE TRUE POINT OF BEGINNING, begin at the point formed by the
intersection of the northernmost right-of-way line of Highland Drive (a 50-foot
right-of-way) with the easternmost right-of-way line of Peachtree Road (a
variable right-of-way being 80 feet at this point) and proceed thence in a
northerly direction along the aforesaid easternmost right-of-way line, following
the curvature thereof, a distance of 365.1 feet to an iron pin which is THE TRUE
POINT OF BEGINNING.

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed thence along the
aforesaid easternmost right-of-way line north 13(degree)43'08" east a distance
of 37.39 feet to a point on the aforesaid easternmost right-of-way line; proceed
thence along the aforesaid easternmost right-of-way line along an arc of a curve
to the right, an arc distance of 179.12 feet to a point, said arc being
subtended by a chord 178.99 feet in length and bearing north 20(degree)26'46"
east; proceed thence along the aforesaid easternmost right-of-way line north
26(degree)16'11" east a distance of 48.21 feet to a point on the aforesaid
easternmost right-of-way line; proceed thence along the aforesaid easternmost
right-of-way line north 28(degree)17'14" east 48.18 feet to a point on the
aforesaid easternmost right-of-way line; proceed thence along the aforesaid
eaternmost right-of-way line north 30(degree)11'09" east a distance of 48.15
feet to a point on the aforesaid easternmost right-of-way line; proceed thence
north 32(degree)20'44" east a distance of 57.74 feet to a point on the aforesaid
eaternmost right-of-way line; proceed thence along the aforesaid easternmost
right-of-way line north 55(degree)03'02" east a distance of 8.44 feet to a point
on the aforesaid easternmost right-of-way line; proceed thence along an arc of a
curve to the left, departing from the aforesaid easternmost right-of-way line,
an arc distance of 178.88 feet, said arc being subtended by a chord 178.87 feet
in length and bearing south 32(degree)44'02" east; proceed thence along an arc
of a curve to the left, an arc distance of 23.09 feet to a point, said arc being
subtended by a chord 23.09 feet in length and bearing south 31(degree)15'01"
east; proceed thence south 31(degree)11'25" west, a distance of 26.49 feet to a
point; proceed thence south 81(degree)18'35" east, a distance of 35.04 feet to a
point; proceed thence south 14(degree)08'05" east, a distance of 140.56 feet to
a point; proceed thence south 81(degree)21'18" east, a distance of 0.36 feet to
a point; proceed thence north 31(degree)11'25" east, a distance of 366.62 feet
to a point; proceed thence south 74 (degree)31'03" east, a distance of 10.04
feet to a point; proceed thence north 13 (degree)51'45" west, a distance of
261.95 feet to a point; proceed thence north 48(degree)03'44" west, a distance
of 95.71 feet to a point located on the aforesaid easternmost right-of-way line
of Peachtree Road; proceed thence along the aforesaid easternmost right-of-way
line north 39(degree)15'08" east, a distance of 142.28 feet to a point; proceed
thence south 13(degree)51'45" east, a distance of 1,104.35 feet to a point
located on the Land Lot line common to Land Lots 45 and 46 of the 17th District
of Fulton County, Georgia; proceed thence along the said common Land Lot line
north 89 (degree)37'06" west, a distance of 363.25 feet; proceed thence,
departing from said common Land Lot line, north 12(degree)49'09" west, a
distance of 218.41 feet to a point; proceed thence north 79(degree)10'45"

Page 1 of 13

EXHIBIT "A"

west, a distance of 356.72 feet to a point located on the aforesaid easternmost
right-of-way line of Peachtree Road, said point being the TRUE POINT OF
BEGINNING, said tract or parcel of land being more particularly shown as "Phase
I" on that Survey by Mallett & Associates bearing the seal and certification of
Michael F. Lawler, Georgia Registered Land Surveyor No. 1946, prepared for The
Mutual Life Insurance Company of New York and Chicago Title Insurance Company,
dated December 20, 1993, last revised December 23, 1993, and being file no.
93153, which Survey is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by the following:

(1) Limited Warranty Deed from R-H Building Partners, Ltd., a Georgia limited
partnership, as to an undivided 50% interest and The Mutual Life Insurance
Company of New York, a New York corporation, as to an undivided 50% interest,
together doing business as Atlanta Financial Center Associates, a Georgia Joint
Venture to The Department of Transportation of the State of Georgia, dated
December 22, 1986, filed for record December 23, 1986 at 1:41 p.m., recorded in
Deed Book 10513, Page 108, aforesaid Records.

(1) Limited Warranty Deed from Atlanta Financial Center Associates, a Georgia
joint venture composed of The Mutual Life Insurance Company of New York and R-H
Building Partners, Ltd., to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 115, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by the
following:

(a) Parking Deck and Easement Agreement by and among Michael C. Carlos, George
C Carlos, Andrew C. Carlos, and R-H Building Partners, Ltd., dated July 15,1981,
recorded in Deed Book 7903, Page 165, aforesaid Records; as amended by that
certain Amendment of Parking Deck and Easement Agreement, dated July 15, 1981,
recorded in Deed Book 7903, Page 385, aforesaid Records (said Amendment having
been terminated by Agreement dated September 20, 1982, recorded in Deed Book
8255, Page 475, aforesaid Records); as further amended by Second Amendment to
Parking Deck and Easement Agreement, dated July 18, 1985, recorded in Deed Book
9618, Page 37, aforesaid Records; as further amended by that certain Third
Amendment to Parking Deck and Easement Agreement, dated as of July 18, 1985,
recorded in Deed Book 10290, Page 389, aforesaid Records; as further amended by
that certain Declaration of Release dated December 22, 1986, recorded in Deed
Book 10561, Page 358, aforesaid Records; as further amended by that certain
Fourth Amendment to Parking Deck and Easement Agreement, dated as of August 11,
1986, recorded in Deed Book 11790, Page 76, aforesaid Records.

Page 2 of 13

EXHIBIT "A"

(b) Reciprocal Easement Agreement by and among Robinson-Humphrey Properties,
Inc., R-H Associates Bldg. II Corp. and Atlanta Financial Center Associates,
dated July 18, 1985, recorded in Deed Book 9618, Page 68, aforesaid Records; as
amended by that certain First Amendment to Reciprocal Easement Agreement, dated
as of July 18, 1985, recorded in Deed Book 10290, Page 411, aforesaid Records;
as further amended by that certain Declaration of Release, dated December 22,
1986, recorded in Deed Book 10561, Page 358, aforesaid Records; as further
amended by that certain Second Amendment to Reciprocal Easement Agreement, dated
as of August 11, 1988, recorded in Deed Book 11790, Page 69, aforesaid Records.

(c) Agreement by and among R-H Associates Bldg II Corp., Atlanta Financial
Center Associates, Robinson-Humphrey Properties, Inc. and the Department of
Transportation of the State of Georgia, dated July 18, 1985, recorded in Deed
Book 9618, Page 145, aforesaid Records; as amended by that certain Amendment to
Agreement dated as of July 18, 1985, recorded in Deed Book 10290, page 289,
aforesaid Records; the interest of R-H Associates Bldg. II Corp. thereunder
having been assigned to Two Atlanta Financial Center Associates by that certain
Assignment and Assumption (DOT Agreements), dated July 28, 1987, recorded in
Deed Book 10973, Page 179, aforesaid Records.

(d) Agreement Regarding Georgia 400 Extension, by and among R-H Associates
Bldg. II Corp., Robinson-Humphrey Properties, Inc., Atlanta Financial Center
Associates, MONY Mortgage Investors, and The Mutual Life insurance Company of
New York, dated July 18, 1985, recorded in Deed Book 9623, Page 75, aforesaid
Records; as amended by that certain First Amendment to Agreement Regarding
Georgia Highway 400 Extension, dated as of July 18, 1985, recorded in Deed Book
10290, Page 419, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center Associates
by that certain Assignment and Assumption (DOT Agreements) dated July 28, 1987,
recorded in Deed Book 10973, Page 179, aforesaid Records.

(e) Limited Warranty Deed from R-H Building Partners, Ltd., a Georgia limited
partnership, as to an undivided 50% interest and The Mutual Life Insurance
Company of New York, a New York corporation, as to an undivided 50% interest,
together doing business as Atlanta Financial Center Associates, a Georgia Joint
Venture to The Department of Transportation of the State of Georgia, dated
December 22, 1986, filed for record December 23, 1986 at 1:41 p.m., recorded in
Deed Book 10513, Page 108, aforesaid Records.

(f) Limited Warranty Deed from Atlanta Financial Center Associates, a Georgia
joint venture composed of The Mutual Life Insurance Company of New York and R-H
Building Partners, Ltd., to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a.m.,
recorded in Deed Book 12667, Page 115, aforesaid Records.

Page 3 of 13

EXHIBIT "A"

PHASE II

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 45, 17th District,
City of Atlanta, Fulton County, Georgia and being more particularly described as
follows:

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed thence along the
aforesaid easternmost right-of-way line north 55(degree)32'07" east a distance
of 18.02 feet to a point; proceed thence in a southeasterly direction along the
aforesaid easterly right-of-way line, following the curvature thereof to the
right, an arc distance of 7.77 feet to a point, said arc being subtended by a
chord 7.77 feet in length and bearing south 31(degree)52'33" east; thence leave
said right-of-way line and proceed in a southeasterly direction along the arc of
a curve to the left, an arc distance of 171.77 feet to a point, said arc being
subtended by a chord 171.77 feet in length and bearing south 32(degree)46'15"
east; proceed thence in a southeasterly direction along the arc of a curve to
the left, an arc distance of 14.05 feet to a point, said arc being subtended by
a chord 14.05 feet in length and bearing south 31(degree)08'45" east; proceed
thence north 31(degree)11'25" east a distance of 193.49 feet to a point;
proceed thence north 31(degree)11'25" east a distance of 3.77 feet to a point;
proceed thence south 74(degree)31'03" east a distance of 62.79 feet to a point;
proceed thence north 76(degree)11'25" east a distance of 74.14 feet to a point;
proceed thence south 13(degree)51'45" east a distance of 41.61 feet; proceed
thence north 74(degree)31'03" west a distance of 10.04 feet to a point; proceed
thence south 31(degree)11'25" west a distance of 366.62 feet to a point; proceed
thence north 81(degree)21'18" west a distance of 0.36 feet to a point; proceed
thence north 14(degree)08'05" west a distance of 140.56 feet to a point; proceed
thence north 81(degree)18'35" west a distance of 35.04 feet to a point; proceed
thence north 31(degree)11'25" east a distance of 26.49 feet to a point; proceed
thence along the arc of a curve to the right an

Pago 4 of 13

EXHIBIT "A"

arc distance of 23.09 feet to a point, said arc being subtended by a chord 23.09
feet in length and bearing north 31(degree)15'01" west; proceed thence along
an arc of a curve to the right an arc distance of 178.88 feet to a point, said
arc being subtended by a chord 178.87 feet in length and bearing north
32(degree)44'02" west, said point being THE TRUE POINT OF BEGINNING, said
tract or parcel of land being more particularly shown as "Phase II" on that
Survey by Mallett & Associates, bearing the seal and certification of Michael F.
Lawler, Georgia Registered Land Surveyor No. 1946, prepared for The Mutual Life
Insurance Company of New York and Chicago Title Insurance Company dated December
20, 1993, last revised December 23, 1993, and being file no. 93153, which survey
is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by the following:

(1) Limited Warranty Deed from R-H Associates Bldg. II Corp. to the Department
of Transportation, dated December 22, 1986, recorded in Deed Book 10513, Page
127, aforesaid Records.

(2) Limited Warranty Deed from Two Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New York
and R-H Associates Bldg. II Corp., to the Department of Transportation of the
State of Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30
a.m., recorded in Deed Book 12667, Page 141, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by the
following:

(a) Parking Deck and Easement Agreement by and among Michael C. Carlos, George
C. Carlos, Andrew C. Carlos, and R-H Building Partners, Ltd., dated July 15,
1981, recorded in Deed Book 7903, Page 165, aforesaid Records; as amended by
that certain Amendment of Parking Deck and Easement Agreement, dated July 15,
1981, recorded in Deed Book 7903, Page 385, aforesaid records (said Amendment
having been terminated by Agreement dated September 20, 1982, recorded in Deed
Book 8255, Page 475, aforesaid Records); as further amended by Second Amendment
to Parking Deck and Easement Agreement, dated July 18, 1985, recorded in Deed
Book 9618, Page 37, aforesaid Records; as further amended by that certain Third
Amendment to Parking Deck and Easement Agreement, Dated as of July 18, 1985,
recorded in Deed Book 10290, Page 389, aforesaid Records; as further amended by
that certain Declaration of Release dated December 22, 1986, recorded in Deed
Book 10561, Page 358, aforesaid Records; as further amended by that certain
Fourth Amendment to Parking Deck and Easement Agreement, dated as of August 11,
1986, recorded in Deed Book 11790, Page 76, aforesaid Records.

Page 5 of 13

EXHIBIT "A"

certain First Amendment to Reciprocal Easement Agreement, dated as of July 18,
1985, recorded in Deed Book 10290, Page 411, aforesaid Records; as further
amended by that certain Declaration of Release, dated December 22. 1986,
recorded in Deed Book 10561, Page 358, aforesaid Records; as further amended by
that certain Second Amendment to Reciprocal Easement Agreement, dated as of
August 11, 1988, recorded in Deed Book 11790, Page 69, aforesaid Records.

(c) Agreement by and among R-H Associates Bldg. II Corp., Atlanta Financial
Center Associates, Robinson-Humphrey Properties, Inc. and the Department of
Transportation of the State of Georgia, dated July 18, 1985, recorded in Deed
Book 9618, Page 145, aforesaid Records; as amended by that certain Amendment to
Agreement dated as of July 18, 1985, recorded in Deed Book 10290, Page 289,
aforesaid Records; the interest of R-H Associates Bldg. II Corp. thereunder
having been assigned to Two Atlanta Financial Center Associates by that certain
Assignment and Assumption (DOT Agreements), dated July 28, 1987, recorded in
Deed Book 10973, Page 179, aforesaid Records.

(d) Agreement Regarding Georgia 400 Extension, by and among R-H Associates
Bldg.II Corp., Robinson-Humphrey Properties, Inc., Atlanta Financial Center
Associates, MONY Mortgage Investors, and The Mutual Life Insurance Company of
New York, dated July 18, 1985, recorded in Deed Book 9623, Page 75, aforesaid
Records; as amended by that certain First Amendment to Agreement Regarding
Georgia Highway 400 Extension, dated as of July 18, 1985, recorded in Deed Book
10290, Page 419, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center Associates
by that certain Assignment and Assumption (DOT Agreements) dated July 28, 1987,
recorded in Deed Book 10973, Page 179, aforesaid Records.

(e) Limited Warranty Deed from Atlanta Financial Center Associates, a Georgia
joint venture composed of The Mutual Life Insurance Company of New York and R-H
Building Partners, Ltd., to the Department of Transportation of the State of
Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30 a m.,
recorded in Deed Book 12667, Page 127, aforesaid Records.

(f) LIMITED WARRANTY DEED FROM Two Atlanta Financial Center Associates, a
Georgia joint venture composed of The Mutual Life Insurance Company of New York
and R-H Associates Bldg. II Corp., to the Department of Transportation of the
State of Georgia, dated April 4, 1989, filed for record July 19, 1989 at 9:30
a.m., recorded in Deed Book 12667, Page 141, aforesaid Records.

Page 6 of 13

100
EXHIBIT "A"

PHASE III

All that tract or parcel of land lying and being in Land Lot 45, 17th District,
City of Atlanta, Fulton County, Georgia and being more particularly described as
follows:

TO FIND THE TRUE POINT OF BEGINNING begin at a point formed by the intersection
of the easternmost right-of-way line of Peachtree Road (a variable right-of-way
being 80 feet at this point) with the northernmost right-of-way line of Highland
Drive (a 50-foot right-of-way); proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line a distance of 365.1 feet to a
point; proceed thence along the aforesaid easternmost right-of-way line north 13
(degree)43'08" east a distance of 37.39 feet to a point; proceed thence along
the aforesaid easternmost right-of-way line, following the curvature thereof to
the right, an arc distance of 179.12 feet to a point, said arc being subtended
by a chord 178.99 feet in length and bearing north 20(degree)26'46" east;
proceed thence in a northeasterly direction along the aforesaid easternmost
right-of-way line north 26(degree)16'11" east a distance of 48.21 feet to a
point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 28(degree)17'14" east a distance of 48.18
feet to a point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 30(degree)11'09" east a distance of 48.15
feet to a point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 32(degree)20'44" east a distance of 57.74
feet to a point; proceed thence in a northeasterly direction along the aforesaid
easternmost right-of-way line north 55(degree)03'02" east a distance of 8.44
feet to a point; proceed thence a northeasterly direction along the aforesaid
easternmost right-of-way line north 55(degree)32'07" east a distance of 18.02
feet to a point; proceed thence in a southeasterly direction along the aforesaid
easternmost right-of-way line, following the curvature thereof to the left, an
arc distance of 7.77 feet to a point, said arc being subtended by a chord 7.77
feet in length and bearing south 31(degree)52'33" east; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line north
35(degree)10'06" east a distance of 74.16 feet to a point; proceed thence in a
southeasterly direction along the aforesaid easternmost right-of way line south
58(degree)48'33" east a distance of 6.36 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line north
31(degree)11'26" east a distance of 10.05 feet to a point; proceed thence in a
southeasterly direction along the aforesaid easternmost right-of-way line south
58(degree)48'29" east a distance of 19 feet to a point; proceed thence in a
northeasterly direction along aforesaid easternmost right-of-way line north
31(degree)11'26" east a distance of 24.83 feet to a point; proceed thence in a
northwesterly direction along the aforesaid easternmost right-of-way line
58(degree) 48'44" west a distance of 19 feet to a point; proceed thence
northeasterly direction along the aforesaid easterly right-of-way line north
31(degree)11'23" a distance of 22.01 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easterly right-of-way line north
40(degree)58'56" east a distance of 74.76 feet to a point, said point being THE
TRUE POINT OF BEGINNING.

Page 7 of 13

101

FROM THE TRUE POINT OF BEGINNING THUS ESTABLISHED proceed proceed thence a
northeasterly direction along the aforesaid easternmost right-of-way line north
21(degree) 19'11" west a distance of 7.91 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line north
23(degree)34'11" east a distance of 38.38 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line north
40(degree)15'17" east a distance of 62.82 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line north
39(degree)15'08" east a distance of 49.32 feet to a point; thence leave said
right-of-way line and proceed thence south 48(degree)03'44" east a distance of
95.71 feet to a point; proceed thence south 13(degree)51'45" east a distance of
220.34 feet to a point; proceed thence south 76(degree)11'25" west a distance
of 74.14 feet to a point; proceed thence north 74(degree)31'03" west a distance
of 62.79 feet to a point; proceed thence south 31(degree)11'25" west a distance
of 3.77 feet to a point; proceed thence in a northwesterly direction along the
arc of a curve to the right, an arc distance of 131.99 feet to a point, said arc
being subtended by a chord 131.97 feet in length and bearing north 26(degree)
58'00" west to a point; proceed thence north 21(degree)19'11" west a distance of
38.37 feet to a point; said point being THE TRUE POINT OF BEGINNING,said tract
or parcel of land being more particularly shown as "Phase III" on that survey
prepared by Michael F. Lawler, Georgia Registered Land Surveyor no. 1946,
prepared for The Mutual life Insurance Company and Chicago Title Insurance
Company, dated December 20, 1993, last revised December 23, 1993, and being file
no. 93153, which survey is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by that certain
Limited Warranty Deed from R-H Associates Bldg. III Corp., a Georgia corporation
to the Department of Transportation of the State of Georgia, dated April 4,
1989, filed for record July 19, 1989 at 9:30 a.m., recorded in Deed Book 12667,
Page 222, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by the
following:

1. Parking Deck and Easement Agreement among Michael G. Carlos, George
C. Carlos, Andrew C. Carlos, and R-H Building Partners, Ltd., dated July 15,
1981, recorded as Deed Book 7903, page 165, Fulton County Records, as amended by
Amendment of Parking Deck and Easement Agreement dated July 15, 1981, recorded
at Deed Book 7903, page 385, said Amendment having been terminated by Agreement
dated September 20, 1982, recorded at Deed Book 8255, page 475, as further
amended by Second Amendment to Parking Deck and Easement Agreement dated July
18, 1985, recorded at Deed Book 9618, page 37, and Third Amendment to Parking
Deck and Easement Agreement dated as of July 18, 1985, recorded in Deed Book
10290, page 389 and Declaration of Release dated December 22, 1986, recorded at
Deed Book 10561, page 358, aforesaid records, as further amended by Fourth
Amendment to Parking Deck and Easement Agreement dated as of August 11, 1988,
recorded in Deed Book 11790, page 76, aforesaid records.

Page 8 of 13
102

2. Reciprocal Easement Agreement among Atlanta Financial Center
Associates, R-H Associates Bldg. II Corp. and Robinson-Humphrey Properties,
Inc., dated July 18, 1985, recorded in Deed Book 9618, page 68, aforesaid
records, as amended by First Amendment to Reciprocal Easement Agreement dated as
of July 18, 1985, recorded at Deed Book 10290, page 411, as further amended by
Declaration of Release dated December 22, 1986, recorded at Deed Book 10561,
page 358, aforesaid records, as amended by Second Amendment to Reciprocal
Easement Agreement dated as of August 11, 1988, recorded in Deed Book 11790,
page 69, aforesaid records.

3. Agreement among R-H Associates Bldg. II Corp., Atlanta Financial
Center Associates, Robinson-Humphrey Properties, Inc. and Department of
Transportation of State of Georgia, dated July 18, 1985, recorded at Deed Book
9618, page 145, aforesaid records, as amended by Agreement dated as of July 18,
1985, recorded at Deed Book 10290, page 289; the interest of R-H Associates
Bldg. II Corp. thereunder having been assigned to Two Atlanta Financial Center
Associates by that certain Assignment and Assumption (DOT Agreements), dated
July 28, 1987, recorded in Deed Book 10973, page 179, aforesaid records.

4. Encroachment Easement Agreement by and between Robinson-Humphrey
Properties, Inc and Two Atlanta Financial Center Associates dated December 24,
1987, recorded at Deed Book 11269, page 265, aforesaid records.

5. Agreement Regarding Georgia 400 Highway Extension among R-H
Associates Bldg. II Corp., Robinson-Humphrey Properties, Inc., Atlanta
Financial Center Associates, Trustees of Mony Mortgage Investors and The Mutual
Life Insurance Company of New York, dated as of July 18, 1985, recorded at Deed
Book 9623, page 75, aforesaid records, as amended by First Amendment to
Agreement Regarding Georgia 400 Highway Extension dated as of July 18, 1985,
recorded at Deed Book 10290, page 419, aforesaid records; the interest of R-H
Associates Bldg. II Corp. thereunder having been assigned to Two Atlanta
Financial Center Associates by that certain Assignment and Assumption (DOT
Agreements), dated July 28, 1987, recorded in Deed Book 10973, page 179,
aforesaid records.

6. Limited Warranty Deed from Robinson-Humphrey Properties, Inc. to
Department of Transportation of State of Georgia, dated July 18, 1985, recorded
at Deed Book 9618, page 288, aforesaid records, as corrected by Corrective
Limited Warranty Deed dated as of July 18, 1985, recorded at Deed Book 10290,
page 372, aforesaid records.

7. Limited Warranty Deed from R-H Associates Bldg. III Corp., Georgia
corporation to the Department of Transportation of the State of Georgia, dated
April 4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded in Deed
Book 12667, page 222, aforesaid records.

9 of 13

103
EXHIBIT "A"'

PHASE IV

All that tract or parcel of land lying and being in Land Lot 45, 17th District,
City of Atlanta, Fulton County, Georgia and being more particularly described as
follows:

TO FIND THE TRUE POINT OF BEGINNING begin at a point formed by the intersection
of the easternmost right-of-way line of Peachtree Road (a variable right-of way
being 80 feet at this point) with the northernmost right-of-way line of Highland
Drive (a 50-foot right-of-way) and proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line a distance of 365.1 feet;
proceed thence along the aforesaid easternmost right-of-way line, north
13(degree)43'08" east a distance of 37.39 feet to a point; proceed thence in a
northeasterly direction along the aforesaid easternmost right-of-way line,
following the curvature thereof to the right, an arc distance of 179.12 feet to
a point, said arc being subtended by a chord 178.99 feet in length and bearing
north 20(degree)26'46" east; proceed thence in a northeasterly direction along
the aforesaid easternmost right-of-way line north 26(degree)16'11" east a
distance of 48.21 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line north 28(degree)17'14" east a
distance of 48.18 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line north 30(degree)11'09" east a
distance of 48.15 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line north 32(degree)20'44" east a
distance of 57.74 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line north 55(degree)03'02" east a
distance of 8.44 feet to a point; proceed thence in a northeasterly direction
along the aforesaid easternmost right-of-way line north 55(degree)32'07" east a
distance of 18.02 feet to a point; proceed thence in a southeasterly direction
along the aforesaid easternmost right-of-way line, following the curvature
thereof to the left, an arc distance of 7.77 feet to a point, said arc being
subtended by a chord 7.77 feet in length and bearing south 31(degree)52'33"
east, said point being THE TRUE POINT OF BEGINNING.

Page 10 of 13

104

EXHIBIT "A"

proceed thence south 21 (degree) 19'11" east a distance of 38.37 feet to a
point, proceed thence in a southeasterly direction along the arc of a curve to
the left, an arc distance of 131.99 feet to a point, said arc being subtended by
a chord 131.97 feet in length and bearing south 26(degree)58'00" east; proceed
thence south 31(degree)11'25" west a distance of 193.49 feet to a point; proceed
thence in a northwesterly direction along the arc of a curve to the right, an
arc distance of 14.05 feet to a point, said arc being subtended by a chord 14.05
feet in length and bearing north 31(degree)09'15" west, proceed thence in a
northwesterly direction along the arc of a curve to the right, an arc distance
of 171.77 feet to a point, said arc being subtended by a chord 171.77 feet in
length and bearing north 32(degree)46'15" west, said point being located on the
aforesaid easternmost right-of-way line and being THE TRUE POINT OF BEGINNING,
said tract or parcel of land being more particularly shown as 'Phase IV" on that
Survey by Mallett & Associates bearing the seal and certification of Michael F.
Lawler, Georgia Registered Land Surveyor No. 1946, prepared for The Mutual Life
Insurance Company of New York and Chicago Title Insurance Company, dated
December 20, 1993, last revised December 23, 1993, and being file no. 93153,
which survey is incorporated herein by this reference.

LESS AND EXCEPT that portion of the above property conveyed by the following:

(1) Limited Warranty Deed from Robinson-Humphrey Properties, Inc. to the
Department of Transportation of the State of Georgia, dated July 18, 1985,
recorded in Deed Book 9618, Page 288, aforesaid Records; as corrected by that
certain Corrective Warranty Deed recorded in Deed Book 10290, Page 372,
aforesaid Records.

(2) Limited Warranty Deed from Robinson-Humphrey Properties, Inc., a Georgia
corporation to the Department of Transportation of the State of Georgia, dated
April 4. 1989, filed for record July 19, 1989 at 9:30 a.m., recorded in Deed
Book 12667, page 163, aforesaid records.

(3) Limited Warranty Deed from Robinson-Humphrey Properties, Inc, a Georgia
corporation to the Department of Transportation of the State of Georgia, dated
April 4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded in Deed
Book 12667; Page 192, aforesaid Records.

TOGETHER WITH all easements appurtenant to the above property created by the
following:

(a) PARKING DECK AND EASEMENT Agreement by and among MICHAEL C CARLOS, George C
Carlos, Andrew C. Carlos, and R-H Building Partners, Ltd., dated July 15, 1981,
recorded in Deed Book 7903, Page 165, aforesaid Records; as amended by that
certain Amendment of Parking Deck and Easement Agreement, dated July 15, 1981,
recorded in Deed Book 7903, Page 385, aforesaid Records (said Amendment having
been terminated by Agreement dated September 20, 1982, recorded in Deed Book
8255, Page 475, aforesaid Records); as further amended by Second Amendment to
Parking Deck and Easement Agreement, dated July 18, 1985, recorded in Deed Book
9618, Page 37,

Page 11 of 13

105

EXHIBIT "A"

aforesaid Records; as further amended by that certain Third Amendment to Parking
Deck and Easement Agreement, dated as of July 18, 1985, recorded in Deed Book
10290, Page 389, aforesaid Records; as further amended by that certain
Declaration of Release dated December 22, 1986, recorded in Deed Book 10561,
Page 358, aforesaid Records; as further amended by that certain Fourth Amendment
to Parking Deck and Easement Agreement, dated as of August 11, 1986, recorded in
Deed Book 11790, Page 76, aforesaid Records.

(b) Reciprocal Easement Agreement by and among Robinson-Humphrey Properties,
Inc., R-H Associates Bldg. II Corp. and Atlanta Financial Center Associates,
dated July 18, 1985, recorded in Deed Book 9618, Page 68, aforesaid Records; as
amended by that certain First Amendment to Reciprocal Easement Agreement, dated
as of July 18; 1985, recorded in Deed Book 10290, Page 411, aforesaid Records;
as further amended by that certain Declaration of Release, dated December 22,
1986, recorded in Deed Book 10561, Page 358, aforesaid Records; as further
amended by that certain Second Amendment to Reciprocal Easement Agreement, dated
as of August 11, 1988, recorded in Deed Book 11790, Page 69, aforesaid Records.

(d) Agreement Regarding Georgia 400 Extension, by and among R-H Associates Bldg.
II Corp., Robinson-Humphrey Properties, Inc., Atlanta Financial Center
Associates MONY Mortgage Investors, and The Mutual Life Insurance Company of New
York, dated July 18, 1985, recorded in Deed Book 9623, Page 75, aforesaid
Records; as amended by that certain First Amendment to Agreement Regarding
Georgia Highway 400 Extension, dated as of July 18, 1985, recorded in Deed Book
10290, Page 419, aforesaid Records; the interest of R-H Associates Bldg. II
Corp. thereunder having been assigned to Two Atlanta Financial Center Associates
by that certain Assignment and Assumption (DOT Agreements) dated July 28, 1987,
recorded in Deed Book 10973, Page 179, aforesaid Records.

(e) Limited Warranty Deed from Robinson-Humphrey Porperties, Inc. to the
Department of Transportation of the State of Georgia, dated July 18, 1985,
recorded in Deed Book 9618, Page 288, aforesaid Records; as corrected by that
certain Corrective Warranty Deed recorded in Deed Book 10290, Page 372,
aforesaid Records.

(f) Limited Warranty Deed from Robinson-Humphrey Properties, Inc., a Georgia
corporation to the Department of Transportation of the State of Georgia, dated
April 4,

Page 12 of 13
106

EXHIBIT "A"

1989, filed for record July 19, 1989 at 9:30 a.m., recorded in Deed Book 12667,
Page 163, aforesaid Records.

(g) Limited Warranty Deed from Robinson-Humphrey Properties, Inc., a Georgia
corporation to the Department of Transportation of the State of Georgia, dated
April 4, 1989, filed for record July 19, 1989 at 9:30 a.m., recorded in Deed
Book 12667, Page 192, aforesaid Records.

Page 13 of 13

107

ENDORSEMENT
No. 1 OWNERS [X]
Attached to and forming a part of LOAN [ ]

Commitment No. 2-08478

Issued by
CHICAGO TITLE INSURANCE COMPANY

Said Commitment is amended as follows:

1. By deleting Special Exception 3(z), Part II, Schedule B thereof.

2. By adding to Part II, Schedule B as a Special Exception, the following:

"(bb) Easement from R-H Building Partners, Ltd. to Georgia Power Company,
dated May 24, 1982, recorded in Deed Book 8163, Page 272, aforesaid
Records, located shown on that survey referred to in Exhibit "A"
attached as hereto."

3. All other terms and conditions of said commitment shall remain unchanged.

This endorsement is made a part of the policy or commitment and is subject to
all the terms and provisions thereof and of any endorsements thereto. Except to
the extent expressly stated, it neither modifies any of the terms and provisions
of the policy or commitment and prior endoresements, if any, nor does it extend
the effective date of the policy or commitment and prior endorsements or
increase the face amount thereof.

CHICAGO TITLE INSURANCE COMPANY
Dated: August 9, 1996 By:
RAMSAY & CALLOWAY TITLE SERVICES, INC. /s/

/s/ [Seal}
------------------------------- ATTEST:
Authorized Signatory President

Note: This endorsement shall not be
valid or binding until countersigned
by an authorized signatory. /s/
Secretary

108
EXHIBIT "K"

AFTER RECORDING RETURN TO:

James W. Addison, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308 2216

LIMITED WARRANTY DEED

THIS LIMITED WARRANTY DEED, made as of the day of , 1996, by and
---- ------
between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, a New York corporation
(hereinafter referred to as "Grantor"), and
-----------------------------------
(hereinafter referred to as
-------------------------------------------
"Grantee")("Grantor" and "Grantee" to include their respective successors,
legal representatives and assigns where the content requires or permits),

WITNESSETH

THAT FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficient of which
are hereby acknowledged, Grantor has granted, bargained, sold, conveyed and
confirmed, and does hereby grant, bargain sell convey and confirm unto Grantee
certain improved real property (hereinafter referred to as the "Property")
located in the City of Atlanta, County of Fulton, State of Georgia, as more
particularly described in Exhibit "A" attached hereto and by this reference made
a part hereof

TO HAVE AND TO HOLD the Property, together with all and singular the
rights, members and appurtenances thereof, to the same being, belonging, or in
anywise appertaining, to the only proper use, benefit and behoof of Grantee
forever in fee simple; subject however, to the matters (hereinafter referred to
as the "PERMITTED TITLE EXCEPTIONS") set forth in EXHIBIT "B" attached hereto
and by this reference made a part hereof.

GRANTOR HEREBY WARRANTS and will forever defend the right and title to the
Property unto Grantee against, but only against, the lawful claims of all
persons owning, holding or claiming by, through or under Grantor, except for
claims arising under or by virtue of the Permitted Title Exceptions

109

IN WITNESS WHEREOF, Grantor has executed and delivered this deed under seal
as of the date first above written.

Signed, sealed and delivered in THE MUTUAL LIFE INSURANCE COMPANY
the presence of: OF NEW YORK, a New York corporation

--------------------------
Unofficial Witness
By:
--------------------------------

-------------------------- --------------------------------
Notary Public ARES Realty Capital, Inc.
Authorized Signatory

Commission Expiration Date: [CORPORATE SEAL]

[NOTARIAL SEAL]

110

EXHIBIT "A"

[LEGAL DESCRIPTION OF PROPERTY]

111

EXHIBIT "B"

PERMITTED TITLE EXCEPTIONS

112

EXHIBIT "L"

BILL OF SALE AND ASSIGNMENT

THIS BILL OF SALE AND ASSIGNMENT (hereinafter referred to as this
"AGREEMENT"), made and entered into as of the day of , 1996, by
---- ------
and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, a New York
corporation (hereinafter referred to as "SELLER") and (hereinafter referred to
as "PURCHASER"),

WITNESSETH

WHEREAS, Seller is the owner of certain improved real property (hereinafter
referred to as the "PROPERTY") located in the City of Atlanta, County of
Fulton, State of Georgia, as more particularly described in EXHIBIT "A"
attached hereto and by this reference made a part hereof; and

WHEREAS, Seller has on even date conveyed the Property to Purchaser, and in
connection therewith Seller wishes hereby to transfer and assign to Purchaser
all of Seller's right, title and interest in and to certain personal property
related to the Property as more particularly described below.

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, in hand paid by Purchaser to Seller, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
hereby covenant and agree as follows:

1. PERSONALTY. Seller hereby grants, bargains, sells, conveys, transfers
and delivers to Purchaser, if and to the extent transferable, all personal
tangible property owned by Seller and which is located on and relates to the
design, construction, ownership, use, management, leasing, maintenance, service
or operation of the Property, including, without limitation, any plans,
specifications, drawings, books, records, lease files, licenses, permits,
certificates of occupancy, keys, office furniture, equipment and supplies, and
janitorial service, repair, maintenance equipment, machinery and supplies
(hereinafter referred to collectively as the "PERSONALTY").

2. INTANGILBLES. Seller hereby grants, bargains sells, conveys, transfers
and delivers to Purchaser, if and to the extent transferable, any rights which
Seller may have in the following (hereinafter referred to collectively as the
"INTANGIBLES"): any intangible assets relating to the Property or the
Personality, including, without limitation, the name "Atlanta Financial Center"
(excluding, however, (a) any tenant leases for space in the Property (which
tenant leases are being assigned by Seller to Purchaser by separate instrument
of even date herewith), (b) all rights of Seller under or pursuant to that
certain Purchase and Sale

113

Agreement entered into between Seller and Purchaser dated August _______ , 1996,
oncerning the purchase and sale of the Property, and (c) any claims or causes
of action Seller may have against (i) any prior direct or indirect owner of all
or any portion of the Property or the Personalty, (ii) any prior tenants of the
Property, (iii) any current or prior manager or leasing agent of the Property,
and (iv) PPG Industries, Inc., Sunbelt Glass & Aluminum, Inc., The Beck Company
and Pace Construction Company, and their affiliates, relating in any way to the
spandrel glass in the portion of the Property known as the "North Tower").

3. WARRANTY OF TITLE. Seller hereby warrants and will forever defend the
right and title to the Personalty and the Intangibles against, but only against,
the lawful claims of all persons owning, holding or claiming by, through or
under Seller, except for claims arising under or by virtue of the matters
described on Exhibit "B" attached hereto and by this reference made a part
hereof.

4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Purchaser and Seller and their respective heirs, legal
representatives, successors and assigns.

IN WITNESS WHEREOF, Seller has executed this Agreement under seal as of the
date first above written.

THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK, a New York corporation

By:
--------------------------------

------------------------------,
ARES Realty Capital, Inc.
Authorized Signatory

[CORPORATE SEAL]

114

EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

115

EXHIBIT "B"

PERMITTED TITLE EXCEPTIONS

116

EXHIBIT "M"

ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (hereinafter referred to as this
"AGREEMENT"), made and entered into as of the day of , 1996, by and
_____ _____
between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, a New York corporation
(hereinafter referred to as "SELLER"), and
-------------------------------------
(hereinafter referred to as
------------------------------------------
"PURCHASER"),

WITNESSETH

WHEREAS, Seller has on even date conveyed the Property to Purchaser, and in
connection therewith Seller wishes hereby to transfer and assign to Purchaser
all of Seller's right, title and interest in and to certain leases related to
the Property as more particularly described below

1. ASSIGNMENT AND ASSUMPTION. Seller hereby transfers and assigns to
Purchaser all of Seller's right, title and interest in and to (i) the lease,
rental and occupancy agreements (hereinafter referred to collectively as the
"Leases") described in EXHIBIT "B" attached hereto and by this reference made a
part hereof, and (ii) the leasing commission agreements (hereinafter referred to
collectively as the "COMMISSION AGREEMENTS") described in EXHIBIT "C" attached
hereto and by this reference made a part hereof Purchaser hereby assumes
Seller's obligations and liabilities arising from and after the date of this
Agreement under both the Leases, and the Commission Agreements. Further,
Purchaser hereby agrees to indemnify Seller and hold Seller harmless from any
loss, damage, liability, cost or expense (including, without limitation, court
costs and attorney's fees) which Seller shall hereafter incur or have asserted
against it with regard to said obligations and liabilities assumed by Purchaser
in connection with the Leases and the Commission Agreements.

2. SELLER'S INDEMNITY. Seller hereby agrees to indemnify Purchaser and hold
Purchaser harmless from any loss, damage, liability, cost or expense (including,
without limitation, court costs and attorney's fees) which Purchaser shall
hereafter incur or have

117

asserted against it in connection with obligations and liabilities under the
Leases and the Commission Agreements to the extent performance or payment of
such obligations and liabilities was due prior to the date of this Agreement.

3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Purchaser and Seller and their respective heirs, legal
representatives, successors and assigns.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement under
seal as of the date first above written.

SELLER:

THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK, a New York corporation

By:
-------------------------------

----------------------------,
ARES Realty Capital, Inc.
Authorized Signatory

[CORPORATE SEAL]

PURCHASER:

118

EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

119

EXHIBIT "B"

SCHEDULE OF LEASES

120

EXHIBIT "C"

SCHEDULE OF LEASE COMMISSION AGREEMENTS

121

EXHIBIT "N"

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (hereinafter referred to as
this "AGREEMENT"), made and entered into as of the day of , 1996,
---- ------

by and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, a New York
corporation (hereinafter referred to as "SELLER"), and
-------------------------
(hereinafter referred to
-------------------------------------------------------
as "PURCHASER"),

WITNESSETH

WHEREAS, Seller is the owner of certain improved real property (hereinafter
referred to as the "PROPERTY") located in the City of Atlanta, County of
Fulton,, State a Georgia, as more particularly described in EXHIBIT "A" attached
hereto and by this reference made a part hereof; and

WHEREAS, Seller has on even date conveyed the Property to Purchaser, and is
connection therewith Seller wishes hereby to transfer and assign to Purchaser
all of Seller' right, title and interest in and to certain service contracts
related to the Property as more particularly described below.

1. ASSIGNMENT AND ASSUMPTION. Seller hereby transfers and assigns to
Purchaser if and to the extent assignable, all of Seller's right, title and
interest in and to the contract' and agreements (hereinafter referred to
collectively as the "SERVICE CONTRACTS") described in EXHIBIT "B" attached
hereto and by this reference made a part hereof. Purchaser hereby assumes
Seller's obligations and liabilities arising from and after the date of this
Agreement under the Service Contracts. Further, Purchaser hereby agrees to
indemnify Seller and hold Seller harmless from any loss, damage, liability, cost
or expense (including, without limitation, court costs and attorney's fees)
which Seller shall hereafter incur or have asserted against it with regard to
said obligations and liabilities assumed by Purchaser in connection with the
Service Contracts.

2. SELLER'S INDEMNITY. Seller hereby agrees to indemnify Purchaser and hold
Purchaser harmless from any loss, damage, liability, cost or expense (including,
without limitation, court costs and attorneys fees) which Purchaser shall
hereafter incur or have asserted against it in connection with obligations and
liabilities under the Service Contracts

122

to the extent performance or payment of such obligations and liabilities was due
prior to the date of this Agreement.

3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Purchaser and Seller and their respective heirs, legal
representatives, successors and assigns.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement under
seal as of the date first above written.

SELLER:

THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK, a New York corporation

By:
-------------------------------

----------------------------,
ARES Realty Capital, Inc
Authorized Signatory

[CORPORATE SEAL]

PURCHASER:

123

EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

124

EXHIBIT "B"

SCHEDULE OF SERVICE CONTRACTS
125

EXHIBIT "O"
-----------

FORM OF MANAGEMENT AGREEMENT
----------------------------

COMMERCIAL MANAGEMENT AND LEASING AGREEMENT

BETWEEN

_________________________________

AS OWNER

AND

ARES, INC.

AS MANAGER

PROPERTY: ATLANTA FINANCIAL CENTER, ATLANTA, GEORGIA

SEPTEMBER ______, 1996

126

TABLE OF CONTENTS

ARTICLE 1. TERM ...........................................................1
1.1 Term of Agreement ..............................................1

ARTICLE 2. MANAGER'S RESPONSIBILITIES .....................................1
2.1 Management .....................................................1
2.2 Employees ......................................................2
2.3 Compliance with Laws, Mortgages, etc............................3
2.4 Approved Budget ................................................4
2.5 Collection of Rents and Other Income ...........................5
2.6 Repairs and Maintenance ........................................6
2.7 Capital Expenditures ...........................................6
2.8 Service Contracts ..............................................7
2.9 Taxes, Mortgages and Ground Rent ...............................7
2.10 Miscellaneous Duties ...........................................8
2.11 Onsite Office ..................................................9
2.12 Certain Limitations on Authority ...............................9

ARTICLE 3. CONSTRUCTION SUPERVISORY SERVICES .............................10
3.1 Construction Supervisory Services .............................10

ARTICLE 4. EXCLUSIVE LEASING AGENT FOR PROPERTY ..........................10
4.1 Leasing........................................................10
4.2 Leasing Guidelines ............................................11
4.3 Approved Forms of Leases ......................................11
4.4 Leasing Commission ............................................11
4.5 Co-Brokerage ..................................................12
4.6 Indemnity .....................................................12

ARTICLE 5. INSURANCE .....................................................13
5.1 Owner's Insurance .............................................13
5.2 Manager's Insurance............................................13
5.3 Contractor's and Subcontractor's Insurance ....................14

ARTICLE 6. FINANCIAL, REPORTING AND RECORD KEEPING .......................15
6.1 Books of Accounts .............................................15
6.2 Account Classification ........................................15
6.3 Financial Reports .............................................15
6.4 Supporting Documentation ......................................16
6.5 Accounting Principles .........................................16
6.6 Other Reporting ...............................................16

-i-
127

ARTICLE 7. OWNER'S RIGHT TO AUDIT.........................................16
7.1 Owner's Right to Audit.........................................16

ARTICLE 8. BANK ACCOUNT ..................................................17
8.1 Accounts ......................................................17
8.2 Security Deposit Account.......................................17
8.3 Change of Banks................................................17
8.4 Access of Account..............................................17
8.5 Sweeping Accounts .............................................18

ARTICLE 9. CONSTRUCTION SUPERVISORY SERVICES .............................18
9.1 Payment .......................................................18
9.2 Additional Services............................................18

ARTICLE 10.MANAGER'S COSTS TO BE REIMBURSED ..............................18
10.1 Reimbursable Costs.............................................18
10.2 Non-Reimbursable Costs ........................................19

ARTICLE 11.INSUFFICIENT GROSS INCOME .....................................20
11.1 Priorities ....................................................20
11.2 Funding of Shortfalls by Owner.................................20

ARTICLE 12.SALE OF THE PROPERTY ..........................................20
12.1 Cooperation with Sales Broker .................................20

ARTICLE 13.COOPERATION....................................................21
13.1 Cooperation ...................................................21

ARTICLE 14.COMPENSATION ..................................................21
14.1 Compensation ..................................................21

ARTICLE 15.RENEWAL; TERMINATION ..........................................21
15.1 Renewal .......................................................21
15.2 Termination on Sale ...........................................21
15.3 Termination for Cause .........................................21
15.4 Termination Without Cause .....................................23
15.5 Final Accounting; Cooperation .................................24

ARTICLE 16.NOTICES .......................................................24
16.1 Notices .......................................................24

ARTICLE 17.NON-ASSIGNABLE, ETC. ..........................................25
17.1 No Assignment; Successor Owner Liability ......................25
17.2 Pronouns ......................................................26
17.3 Amendments ....................................................26

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17.4 Heading ......................................................26
17.5 Severability .................................................26
17.6 Complete Agreement ...........................................26
17.7 Status of Manager ............................................26
17.8 No Waiver ....................................................26
17.9 Governing Laws ...............................................27
17.10 Indemnity by Manager .........................................27
17.11 Indemnity by Owner ...........................................27
17.12 Survival .....................................................27
17.13 Renegotiation ................................................27
17.14 Assistance with and Subordination to Financing ...............28

Schedule A - Property

Schedule B - Gross Collections Definition

Schedule C - Leasing Commission Schedule

Schedule D - Manager's Employees

Schedule E - Compensation for Construction Management and Project Management
Services

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COMMERCIAL MANAGEMENT AND LEASING AGREEMENT

THIS COMMERCIAL MANAGEMENT AND LEASING AGREEMENT (hereinfter referred to as
this "Agreement"), made as of the_________day of September, 1996 by and between

_____________________________________________________________________________
having an office at 115 Perimeter Center Place, Suite 940, Atlanta, Georgia
30346 (hereinafter referred to as "Owner"), and ARES, INC., a Connecticut
corporation having an office at One Atlantic Street, Stamford, Connecticut 06901
(hereinafter referred to as "Manager"),

WITNESSETH:

WHEREAS, Owner is the owner of the fee estate in and to that certain
property described on Schedule A annexed hereto (hereinafter referred to as the
"Property"), and desires to engage Manager to manage, operate and lease the
Property in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, the parties hereto hereby covenant and agree as follows:

ARTICLE 1. TERM

1.1 TERM OF AGREEMENT. Manager's duties and responsibilities under this
Agreement with respect to the Property shall begin as of the date of this
Agreement (hereinafter referred to as the "Commencement Date"), and shall extend
for a term of 12 months therefrom unless renewed or earlier terminated as
provided in Article 15.

ARTICLE 2. MANAGER'S RESPONSIBILITIES

2.1 MANAGEMENT. Manager shall manage, operate and lease the Property and
shall arrange for the performance of any and all services required to be
performed by Owner for the benefit of the Tenants (as hereinafter defined)
pursuant to the Leases (as hereinafter defined), subject to (a) the limitations
imposed by this Agreement, and (b) applicable law and applicable rulings and
orders of governmental authorities having jurisdiction. In performing its
obligations hereunder, Manager shall perform all services with respect to the
Property in a diligent, efficient and professional manner in accordance with the
management standards of professional first-class management companies providing
the same or similar supervisory services to other owners of comparable
properties in the locale in which the Property is located, and shall act in good
faith and in Owner's best

130

interests and use its best efforts to carry out Manager's obligations under this
Agreement in consideration of the interests and goals of Owner from time to time
disclosed by Owner to Manager, all in accordance with such management standards
(the foregoing is referred to herein as the "Management Standard").
Notwithstanding anything to the contrary contained in this Agreement, Manager's
use of its best efforts in the performance of Manager's obligations under this
Agreement shall not require (i) the commencement of any litigation, arbitration
or other proceeding unless specifically authorized by Owner or (ii) the
expenditure of any of Manager's funds for costs which are Owner's responsibility
hereunder. Manager shall, with respect to the Property, perform such duties as
are customarily performed in accordance with the Management Standard and are
consistent with the scope of this Agreement. Manager shall act in a fiduciary
capacity with respect to the proper protection of and accounting for Owner's
assets. In this capacity, Manager shall deal at arm's length with all third
parties, including, without limitation, any of its affiliates.

2.2 EMPLOYEES. Manager shall employ at all times a sufficient number of
employees to enable Manager to properly manage, operate and lease the Property.
All matters pertaining to the employment, supervision, compensation, promotion
and discharge of such employees shall be the responsibility of Manager;
provided, however, that Owner shall have the right, exercised in Owner's
reasonable discretion, to disapprove any employees selected by Manager to carry
out Manager's obligations under this Agreement, and Manager shall not so utilize
any such disapproved employees. If Owner determines, in its reasonable
discretion, that Manager's employee(s) are not adequately performing the duties
or fulfilling the responsibilities of Manager under this Agreement, Owner
reserves the right to require Manager to substitute other employees of Manager
to assume Manager's duties hereunder, subject to the provisions of any
applicable collective bargaining agreements or labor contracts governing the
employment of such employees. Manager shall execute, to the extent required,
collective bargaining agreements or labor contracts with respect to such
employment; provided, however, the foregoing shall not be deemed to require
Manager to use any union labor or services in the performance of its duties
under this Agreement, and provided, further, that any such agreements or
contracts shall be executed in the name of Manager, not Owner. Manager shall
fully comply with all applicable laws and regulations relating to workers'
compensation, social security, unemployment insurance, hours of labor, wages,
working conditions, and other employer-employee related subjects. Manager shall
execute and file all returns and other instruments and do and perform all acts
required with regard to Manager's employees under the Federal Insurance
Contribution Act, the Federal Unemployment Tax Act, and Subtitle C of the
Internal Revenue Code with respect to wages paid by Manager and under any
similar federal and state laws now or hereafter in force. This agreement is not
one of agency by the Manager for the owner but one with the Manager engaged
independently in the business of managing properties on its own behalf, as an
independent contractor. All employment arrangements are therefore the sole
responsibility of the Manager, and the Owner shall have no liability with
respect thereto, except as expressly provided in this Agreement.

Attached hereto as Schedule D is a schedule of all employees to be employed
by Manager initially in the direct management of the Property (the entire
expense of which

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employees is to be charged directly to the Property). Manager shall update
Schedule D during the term of this Agreement within 30 days following any
changes to the information set forth therein. Except as set forth on Schedule
D, no employees' salaries may be charged to the Property without Owner's prior
approval which may be withheld in Owner's discretion.

2.3 COMPLIANCE WITH LAWS, MORTGAGES, etc. Manager shall promptly notify
Owner of any violation of any federal state and municipal laws, ordinances,
rules, regulations and orders relative to the leasing, use, operation, repair
and maintenance of the Property and of any rules, regulations or orders of the
local Board of Fire Underwriters or other similar body relative to the leasing,
use, operation, repair and maintenance of the Property (hereinafter collectively
referred to as the "Requirements") of which Manager has actual knowledge or of
any occurrence of which Manager has actual knowledge which could reasonably be
expected to cause a violation of any Requirement at a future date with respect
to the Property. Manager shall promptly forward to Owner any written notice
received by Manager asserting a violation of any Requirements at the Property.
Manager shall not take any action with respect to any violation of any
Requirements except to notify Owner and await Owner's instructions (unless,
except and to the extent either (i) Manager is obligated by law to take any
remedial action with regard to such violation, or (ii) Manager in its good faith
discretion determines that immediate remedial action is advisable in order to
prevent personal injury or material damage to the Property). Manager shall use
reasonable efforts in accordance with the terms of this Agreement to prevent any
violation of any Requirements respecting the Property, but Manager shall not be
required to make any payment from its own funds or incur any liability in order
to prevent any such violation.

Manager shall not in the performance of its services under this Agreement
violate the terms of any mortgage, deed of trust, deed to secure debt or other
security instrument (each hereinafter referred to as a "Mortgage") binding on or
affecting the Property provided that a copy of such Mortgage has been provided
to Manager by Owner, but Manager shall not be required to make any payment from
its own funds or incur any liability in order to comply with the terms or
conditions of any such Mortgage. As to any such Mortgage presented by Owner to
Manager, Manager shall prepare or cause to be prepared and submit to Owner a
summary of the obligations thereunder with regard to which Manager is
responsible for compliance on Owner's behalf; and Owner will promptly approve
such summary with such amendments or corrections thereto as Owner deems
reasonably appropriate and consistent with this Agreement.

Manager shall furnish to Owner, promptly upon receipt by Manager, any and
all written notices or orders affecting the Property, including, without
limitation, any summons or complaint, any notice from any taxing or other
governmental authority, any notice of default or otherwise from the holder of
any Mortgage, any notice of default by landlord under a Lease or any notice of
renewal, termination or cancellation of any insurance policy insuring the
Property. Manager shall not take any action with respect to any such notice or
order except to notify Owner and await Owner's instructions (unless, except and
to the extent either (i) Manager is obligated by law to take any remedial action

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with regard to such matter, or (ii) Manager in its good faith discretion
determines that immediate remedial action is advisable in order to prevent
personal injury or material damage to the Property).

Expenses to remedy violations of any Requirements or to comply with the
terms of any Mortgage shall be solely the obligation of Owner except to the
extent same is both caused by the negligence or willful misfeasance of Manager
and not covered by Owner's insurance (or if any insurance required hereby to be
carried by Owner is not so carried, then to the extent such expenses would have
been covered by such insurance if it had been covered with a $0.00 deductible).

2.4 APPROVED BUDGET. Manager shall prepare and submit to Owner a proposed
operating budget and capital budget (hereinafter referred to as the "Operating
Budget and Capital Budget") for the management, operation and leasing of the
Property for each calendar year. Each Operating Budget and Capital Budget
prepared by Manager shall be in a format reasonably approved by Owner and
Manager. The Operating Budget and Capital Budget shall include a detailed
statement of (a) Manager's annual marketing plan (including, without limitation,
proposed advertising, brochures and special events); (b) the space Manager
expects to be leased or renewed during such year; (c) the rent Manager expects
to obtain for such space; and (d) leasing guidelines, including free rent,
rebates and other concessions, any improvement allowances, brokerage commissions
(including any payable to Manager hereunder), and payments by tenants toward
operating expenses and taxes. Prior to the Commencement Date, Owner with
Manager's assistance shall establish the Operating Budget and Capital Budget to
be used for the period commencing on the Commencement Date and ending on
December 31, 1996 (such Operating Budget and Capital Budget shall be deemed to
be the Approved Operating Budget and Capital Budget (as hereinafter defined) for
such period). A draft proposed Operating Budget and Capital Budget for each
subsequent calendar year shall be delivered by Manager to Owner no later than
September 30 of the calendar year prior to such budget year. After consultation
with Owner, Manager will submit a proposed final Operating Budget and Capital
Budget no later than October 31 of the calendar year prior to such budget year.
Notwithstanding the foregoing, as to the Operating Budget and Capital Budget for
the year 1997, the initial draft proposed by Manager shall be delivered to Owner
within 30 days after the Commencement Date and the final Operating Budget and
Capital Budget shall be delivered by Manager to Owner within 60 days after the
Commencement Date.

Owner will consider the proposed Operating Budget and Capital Budget and
will consult with Manager in connection therewith during the ensuing period
prior to the commencement of the forthcoming calendar year. Owner may determine,
in its sole discretion, the content of the Operating Budget and Capital Budget.
Owner will notify Manager when the proposed Operating Budget and Capital Budget
has been approved specifying any changes therein required by Owner. The approved
Operating Budget and Capital Budget (hereinafter referred to as the "Approved
Operating Budget and Capital Budget") shall not be modified without Owner's
consent. Owner reserves the right to modify the Approved Operating and Capital
Budget from time to time in Owner's sole and absolute

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discretion. Owner will notify Manager of any modifications to the Approved
Operating Budget and Capital Budget. Owner's right to approve and modify the
Operating Budget and Capital Budget shall in no way entitle Owner to modify the
basis for compensation to, and reimbursement of, Manager as set forth in this
Agreement.

If all or any portion of a proposed Operating Budget and Capital Budget is
disapproved or deemed disapproved by Owner as of the commencement of the
relevant year or period covered by such proposed Operating Budget and Capital
Budget, then the prior Approved Operating Budget and Capital Budget or the
applicable portion thereof shall be deemed to constitute the Approved Operating
Budget and Capital Budget or portion thereof for the relevant year or period
until such time as the proposed Operating Budget and Capital Budget or portion
thereof is approved by Owner with, however, an increase in each applicable line
item of whatever additional amount is necessary to cover non-discretionary
increases in the costs and expenses which are the subject of such line item.
Non-discretionary increases shall include increases in required debt service,
ground rents, taxes, utilities, obligations imposed by Requirements (to the
extent failure to comply with which Requirements subjects Owner or Manager to
liability, penalty or criminal prosecution), insurance, contractual obligations
incurred under contracts (including, without limitation, Leases and co-brokerage
agreements entered into in accordance with this Agreement) executed in a
preceding period, and any sums due Manager under this Agreement.

Manager shall use its best efforts in accordance with the Management
Standard to ensure that the actual costs of maintaining and operating the
Property shall not exceed the Approved Operating Budget and Capital Budget in
total or in any one accounting category. All expenses shall be charged to the
property account as specified in a chart of accounts approved by Owner and,
unless expressly approved by Owner, no expense shall be classified or
reclassified for the purpose of avoiding an excess in the annual budgeted amount
in an accounting or operating category. Except as otherwise provided in Section
2.6 as a result of emergencies, Manager shall obtain Owner's prior written
approval for any expenditure which at any point in time would cause the
cumulative amount of any line item in the Approved Operating Budget and Capital
Budget as of such point in time to be exceeded by more than the greater of
$5,000 or 5% of the cumulative amount of such line item as of said point in
time.

Notwithstanding anything to the contrary contained in this Agreement,
Manager shall have the authority to expend funds from the Disbursement Account
(as hereinafter defined) for expenses which (a) were approved in the Operating
Budget portion of the Approved Operating Budget and Capital Budget, (b) are for
leasing commissions, tenant improvements and landlord's work applicable to
Leases approved by Owner, or (c) are due to Manager by Owner under this
Agreement, in each case without any subsequent requirement of approval by Owner.

2.5 COLLECTION OF RENTS AND OTHER INCOME. Manager shall bill all Tenants
and use best reasonable efforts to collect all rents (including escalation
billings resulting from increases in expenses or taxes or pursuant to any other
rent escalation provision) and

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other charges which may become due to Owner at any time from any Tenant or from
others in connection with or for the use of the Property or any portion thereof.
Manager shall use best reasonable efforts to collect and identify all income due
Owner for miscellaneous services provided to Tenants and other occupants of the
Property (including, without limitation, parking income, Tenant storage and coin
operated machines of all types). All amounts so collected shall be the property
of the Owner and shall be deposited in the Receipts Account. Manager shall not
terminate any Lease, lock out a Tenant, or institute suit for rent or for
recovery of possession, or institute any other similar remedial measures against
a tenant, without in each instance the prior written approval of Owner. In
connection with such suits or proceedings, only legal counsel designated by
Owner shall be retained. Manager shall not write off any income items without
the prior written approval of Owner in each instance.

2.6 REPAIRS AND MAINTENANCE. Manager shall supervise the performance of
all ordinary repairs and maintenance, and all cleaning, painting, decorations
and alterations including without limitation, electrical landscaping, plumbing,
carpentry, masonry, elevators and such other repairs as may be required of Owner
in the normal course of maintenance of the Property. Subject to Owner making
funds available as provided in this Agreement, Manager shall cause the Property
to be maintained at a standard acceptable to Owner. Except as provided in this
Section 2.6, no expenditure for any repair not provided for in the Approved
Operating Budget and Capital Budget shall be made without Owner's prior written
approval.

In cases of emergency, Manager may make expenditures from Owner's funds,
not to exceed $100,000 per emergency, for repairs without prior approval (but
with such notice, telephone or otherwise, as may be practicable in light of the
circumstances) if necessary to prevent material damage or injury or immediately
necessary to comply with Requirements (to the extent failure to comply with
which Requirements subjects Owner or Manager to liability, penalty or criminal
prosecution), or required to avoid the suspension of any necessary service to
the Property.

2.7 CAPITAL EXPENDITURES. The Approved Operating Budget and Capital
Budget shall not constitute an authorization for Manager to make any capital
expenditures (except with respect to Tenant improvements and landlord's work as
otherwise permitted under this Agreement) and all capital expenditures (except
such tenant improvements and such land lord's work) shall be specifically
authorized by Owner. With respect to the purchase and installation of major
items of new or replacement equipment (including, without limitation, elevators,
heating or air-conditioning equipment, incinerators, rugs, carpets or other
floor covering), Owner may arrange to purchase and install the same itself or
may authorize Manager to do so subject to prescribed supervision and
specification requirements and conditions.

Unless Owner specifically waives such requirements, either by notice or by
an amendment to this Agreement, all new or replacement equipment, or any
contract or

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subcontract for the performance of construction exceeding $10,000 shall be
awarded on the basis of competitive bidding, solicited in the following manner:

(a) a minimum of 3 written bids (inclusive of any bid submitted by or
on behalf of Manager or any affiliate of Manager) shall be
obtained for each purchase or contract and Manager will request
bids from any parties specifically requested by Owner;

(b) each bid shall be solicited in a form prescribed or agreed to by
Owner so that uniformity will exist in the bids;

(c) Manager shall provide Owner with all bids accompanied by
Manager's recommendations as to the most acceptable bid; and

(d) Owner shall be free to accept or reject any and all bids.

Owner will communicate to Manager its acceptance or rejection of bids.
Owner may authorize payment by Manager out of the Disbursement Account or may
pay for capital expenses from Owner's other resources.

2.8 SERVICE CONTRACTS. Manager shall arrange on behalf of Owner for the
cleaning, maintenance, repair and other services necessary for the proper
operation of the Property, but Manager shall not enter into any contract for
cleaning, maintaining, repairing or servicing the Property which has not been
budgeted for in the Approved Operating Budget and Capital Budget or otherwise
approved by Owner. As a condition to obtaining Owner's consent, Manager shall
supply Owner with a copy of the proposed contract. Each service contract shall:
(a) be in the name of Manager, as agent for Owner, (b) include a provision
permitting cancellation thereof by Owner or Manager upon not less than 30 days
written notice and (c) require that all contractors provide evidence of
insurance as set forth in Section 5.3. Unless Owner specifically waives such
requirements, either by notice or an amendment to this Agreement, all service
contracts having an annual cost in excess of $25,000 with respect to any
Property shall be subject to bid under the procedure as specified in Section
2.7.

When accepting bids or issuing purchase orders, Manager shall use its best
efforts in accordance with the Management Standard to secure for, and to credit
to, Owner any discounts, commissions or rebates obtainable as a result of any
such purchases.

2.9 TAXES, MORTGAGES AND GROUND RENT. Manager shall obtain and verify
bills for ground rent, real estate and personal property taxes, improvement
assessments and other like charges which are or may become liens against the
Property and recommend payment or appeal based upon Manager's best judgment.
Manager shall arrange for the payment of such bills on behalf of Owner in such
time so as to permit Owner to avoid any penalties for late payment or to permit
Owner to take advantage of discounts. Manager shall process such bills for
payment from the Disbursement Account. Manager shall not

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make any payments for the benefit of the Property on account of any ground lease
or Mortgage unless requested to do so by Owner. Manager will, if requested by
Owner, cooperate with and assist counsel or other party designated by Owner in
the preparation of an application for correction of the assessed valuation to be
filed with the appropriate governmental agency and in the negotiation and
prosecution of all claims for the abatement or reduction of property taxes and
other taxes affecting the Property and awards or takings by eminent domain
affecting the Property.

2.10 MISCELLANEOUS DUTIES.

Manager shall:

(a) maintain orderly files containing rent records, insurance
policies, Leases and subleases, correspondence, receipted bills
and vouchers and all other documents and papers pertaining to the
Property or the operation thereof and such records, documents
and papers shall at all times remain the property of Owner;

(b) cooperate with and provide information requested by Owner's
accountants in regard to the preparation by such accountants and
filing by Owner of federal, state, city and any other income or
to other tax returns required by any governmental authority;

(c) cause to be timely prepared and filed all necessary forms for
unemployment insurance, withholding and social security taxes and
all other tax and other forms relating to the employment of
Manager's employees at the Property as required by federal, state
or city authorities;

(d) consider Tenant service requests and complaints and record such
requests or complaints in accordance with a procedure reasonably
acceptable to Owner, showing the action taken with respect to
each; thoroughly investigate and report to Owner in a timely
fashion, with appropriate recommendations, all complaints of a
material nature; administer a Tenant relations program and
maintain a highly visible management presence;

(e) supervise the moving in and out of Tenants and subtenants and
arrange, to the extent possible, the dates thereof so that there
shall be minimum disturbance to the operation of the Property and
the conduct of business by other tenants and render an inspection
of the applicable premises and recommendation on the disposition
of any deposit held as security for the performance by any Tenant
under its Lease;

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(f) check all bills received for the services, work and supplies
ordered in connection with maintaining and operating the Property
and, except as otherwise herein provided, pay such bills when due
and payable;

(g) obtain from each Tenant certificates of insurance as required by
the Tenant's Lease; such certificate to be obtained prior to the
commencement of the Lease and thereafter annually prior to
expiration of the Tenant's insurance policies; and obtain from
all service providers and contractors evidence of insurance as
set forth in Section 5.3: and

(h) investigate and report in writing the Owner all accidents
occurring at the Property (which might reasonably be expected to
result in any claim against or damage to Owner or Manager) and
any material damage to or destruction of any portion of the
Property. For claims involving injury or damage of property,
Manager will promptly notify Owner and Owner's liability
insurance carrier. Manager shall coordinate and process all
insurance claims. Manager shall prepare any reports or
information required by Owner's insurance companies.

2.11 ONSITE OFFICE. Owner shall provide Manager's on-site personnel with
adequate office space and services related thereto at the Property pursuant to
the existing Lease Agreement between The Mutual Life Insurance Company of New
York, as landlord, and Manager, as tenant, dated February 1, 1996, or in such
other appropriate on-site location and at such other charges as shall be agreed
upon by Owner and Manager. All furniture and equipment commonly used and
reasonably required by Manager in the operation of such office shall be provided
by Manager at Owner's expense, subject to Owner's approval of such expenditures
in the Approved Operating Budget and Capital Budget or otherwise. All expenses
incurred by Manager pursuant to this Section 2.11 shall be pre-approved by Owner
pursuant to an Approved Operating Budget and Capital Budget or otherwise and
shall be reimbursed by Owner to Manager.

2.12 CERTAIN LIMITATIONS ON AUTHORITY. Owner expressly withholds from
Manager any power or authority to convey or otherwise transfer, pledge or lease
the Property, pledge the credit of Owner, or execute any promissory note,
mortgage, deed of trust, deed to secure debt, or security agreement or Lease in
the name of or on behalf of Owner. Except as otherwise provided in this
Agreement, Owner expressly withholds from Manager any power or authority to: (a)
incur any monetary or other obligation or execute any contract or other
agreement in the name of or on behalf of Owner, or (b) make any structural
changes in any building or make any other alterations or additions in or to any
such building or equipment therein, or incur any expense chargeable to Owner
other than expenses (i) included in the Approved Operating Budget and Capital
Budget, (ii) provided for in Leases approved by Owner, (iii) for which Manager
is permitted under the terms of

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this Agreement to incur without Owner's prior consent, or (iv) otherwise
approved in writing by Owner.

ARTICLE 3. CONSTRUCTION SUPERVISORY SERVICES

3.1 CONSTRUCTION SUPERVISORY SERVICES. Manager shall perform
the customary supervisory duties of a manager with respect to repairs and
maintenance and may be authorized to perform additional construction and project
supervisory services as well in connection with (a) non-routine extraordinary
repairs and maintenance (to the extent not included in Section 2.6 duties of
Manager), (b) capital expenditures (to the extent not included in Section 2.6
duties of Manager) and (c) Tenant improvements and landlord's work. All
construction and project management services to be provided by Manager pursuant
to clauses (a), (b) and (c) above shall be approved by Owner in advance and
shall be evidenced by an agreement between Owner and Manager reasonably
satisfactory to the parties. The compensation to be paid to Manager for
construction management and project management services shall be as set forth on
Schedule E annexed hereto.

ARTICLE 4. EXCLUSIVE LEASING AGENT FOR PROPERTY

4.1 LEASING. (a) Owner hereby engages Manager, on the terms
and conditions hereinafter provided, to act as the exclusive leasing agent for
the Property (all space leased or available for lease in the Property is
hereinafter referred to as the "Space") during the term of this Agreement.
Manager represents that Manager is duly qualified to act in such capacity and
that Manager has satisfied all Requirements with respect thereto. Manager shall
use its best efforts to lease the Space in accordance with the provisions of
this Agreement. Manager shall not incur any expenses on behalf of Owner in
connection with such leasing unless such costs and expenses are approved by
Owner pursuant to the Approved Operating Budget and Capital Budget, by approving
a Lease or otherwise in writing. Manager does not guarantee that it will be able
to lease the Space or any portion thereof, although Manager does agree that it
will use its best efforts to do so in accordance with the terms of this
Agreement.

(b) During the term of this Agreement, Manager shall have
the exclusive right on behalf of Owner to procure tenants to lease the Space,
including the renewal, extension, modification, amendment and restatement of
presently existing leases, licenses and occupancy agreements (all existing and
future leases (including leases of additional space), licenses and other
occupancy agreements, and all renewals, extensions, modifications, amendments
and restatements thereof (including pursuant to extension, expansion, offer,
refusal and other options), are hereinafter referred to as "LEASES" and all
existing and future tenants, licensees and occupants under Leases are
hereinafter referred to as "TENANTS"). Manager shall use its best efforts to
have the Space continuously rented to Tenants satisfactory to Owner, at monthly
rentals approved by Owner. All proposed Leases and all of the terms thereof
shall be subject to prior review and approval by Owner,

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including, without limitation, all Tenant improvements, work letters, abatement
programs, rent reductions and rebate programs. All Leases in effect on the
Commencement Date shall be deemed to have been approved by Owner for all
purposes of this Agreement, provided that Owner shall not be deemed to have
approved any expansion or extension of any such Leases except as expressly
provided therein or to have approved the terms and provisions of any Leases as
being applicable or acceptable to any Tenant other than the Tenants thereof.
Owner shall refer to Manager all offers and inquiries by prospective Tenants,
including those from other real estate brokers, with respect to renting Space
received by Owner. If Owner shall enter into a Lease during the term of this
Agreement, Manager shall be entitled to a Leasing Commission (as hereinafter
defined) in accordance with Section 4.4 whether or not Manager was involved in
the negotiation of such Lease.

4.2 LEASING GUIDELINES. At the request of Owner and at the
expense of Owner, Manager shall advertise the Space for rent, in accordance with
the marketing plan suggested by Manager and approved by Owner and by means of
periodicals, signs, plans, brochures and other means and media reasonably
appropriate and customary for the type of space that is being offered for lease,
including listing such Space at such listing prices as Owner shall direct from
time to time in leasing guidelines proposed from time to time by Manager as
requested by Owner and approved by the Owner (as in effect from time to time,
hereinafter referred to as the "Leasing Guidelines"); provided, however, all
written materials and advertisements and the cost thereof shall be subject to
the prior written approval of Owner. The cost of all marketing materials and
advertisements shall be paid by Owner.

4.3 APPROVED FORMS OF LEASES. Manager shall prepare, or cause
to be prepared, all Leases on the form or forms of lease suggested or prepared
by Manager and approved by Owner (hereinafter referred to as the "Approved
Form"). All terms and conditions of all Leases and all renewals of Leases, and
any amendments thereof, shall be approved by Owner. Unless otherwise directed by
Owner or specified in such leasing procedures, Manager shall conduct all
negotiations relating to Leases and shall prepare, or cause to be prepared,
Leases and other documents in accordance with the procedures specified by Owner.
Manager shall not submit any Lease to a Tenant without having received the prior
consent of Owner unless otherwise permitted to do so in accordance with the
leasing procedures specified by Owner. Manager is not authorized to execute any
Lease or any renewal, expansion or termination of or amendment to any Lease on
behalf of Owner, but rather Owner reserves the sole right and authority to
execute any such documents.

4.4 LEASING COMMISSION. (a) As compensation for acting as
exclusive leasing agent for the Space and for overseeing the administration of
the leasing (whether leased by Manager or a co-broker pursuant to an approved
co-brokerage agreement), Manager shall be paid the leasing commission
(hereinafter referred to as the "Leasing Commission") in accordance with the
commission schedule annexed to this Agreement as Schedule C. The Leasing
Commission shall be deemed earned and be paid as provided in Schedule C. Manager
shall be paid the Leasing Commission from the Disbursement Account; provided,
however, to the extent that amounts available in the Disbursement

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Account are inadequate to pay the entire Leasing Commission, if, as and when
earned, Owner shall promptly deposit adequate additional funds in the
Disbursement Account. The obligation of Owner to pay Leasing Commissions if, as
and when earned, shall survive the expiration or earlier termination of this
Agreement.

(b) Within 15 days after the expiration or earlier termination
of this Agreement, Manager shall furnish Owner with a written list (hereinafter
referred to as the "Pending Negotiation Lists") of any and all Tenants and
prospective Tenants who, within the 90 day period ending at such expiration or
receipt of any notice of termination (hereinafter referred to as the
"Pre-Termination Period"), either (i) directly or through an agent have during
the Pre-Termination Period made a written offer to lease Space (including,
without limitation, the submission of a proposed letter of intent or a proposed
Lease or of proposed modifications to such letter of intent or Lease), or (ii)
directly or through an agent have received from Manager during the
Pre-Termination Period a written proposal to lease Space (including, without
limitation, the submission of a proposed letter of intent or a proposed Lease or
of proposed modifications to such letter of intent or Lease). After the
effective date of the expiration or termination of this Agreement, Owner shall
continue to recognize Manager's compensation rights in connection with any Lease
of Space to a Tenant or a prospective Tenant validly named on the Pending
Negotiations List or to any affiliate of a Tenant or a prospective Tenant
validly named on the Pending Negotiations List, which is consummated within 6
months following the effective date of such expiration or termination, and shall
pay to Manager the Leasing Commission with respect to such Lease in accordance
with the applicable terms and conditions of this Agreement. In addition, the
expiration or termination of this Agreement shall not affect Manager's right to
collect or Owner's obligation to pay Leasing Commissions for transactions
consummated prior to the effective date of such expiration or termination and
with respect to which Leasing Commissions are to become due thereafter. Any
successor owner of the Property shall be deemed to have assumed the Owner's
obligations to pay the Leasing Commissions described in this Agreement, without
releasing the Owner; provided, however, if Owner provides Manager with a written
assumption agreement from the successor Owner in form and content reasonably
acceptable to Manager, Owner shall thereupon be released.

4.5 CO-BROKERAGE. Owner shall not authorize or permit any other
person, firm or corporation other than Manager to act as leasing agent for the
Property unless agreed to by Manager. Manager shall have the right to enter into
Brokerage agreements on behalf of and as the agent of (or otherwise in the name
of) Owner, in connection with the leasing of Space, but only with the prior
written approval of Owner. All leasing commissions which may be payable in
connection with any co-brokerage agreements entered into by Owner pursuant to
this Section 4.5 shall be paid by or on behalf of Owner.

4.6 INDEMNITY. Notwithstanding anything to the contrary contained in
this Agreement, if a claim is asserted against Manager and/or Owner by any
person or entity other than Manager for the payment of a broker or finder's fee
or commission in connection with the leasing of Space, Owner shall indemnity,
defend and hold Manager, its direct and indirect partners, shareholders and
members, and their respective directors, officers,

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managers and employees harmless from and against any such claim if such claim is
based upon an alleged contract, agreement or negotiation entered into by or
which is alleged to have taken place with Owner and not Manager.

ARTICLE 5. INSURANCE

5.1 OWNER'S INSURANCE. Owner shall maintain or cause to be
maintained the following types of insurance:

(a) all-risk property insurance in an amount equal to
100% of the full replacement cost of the Property,
with a commercially reasonable deductible, such
policy to contain a waiver of subrogation clause
in favor of Manager;

(b) commercial general liability insurance with a
limit of $2,000,000 per occurrence, covering
claims arising from bodily injury, property damage
and personal injury and including Manager as an
insured (Owner's commercial general liability
policy shall be considered primary and not excess
of any commercial general liability insurance
carried by Manager); and

(c) any other insurance which Owner deems necessary
and appropriate or which may be required to comply
with any Requirements.

Certificates of Insurance evidencing the above insurance shall be
delivered to Manager on the Commencement Date and annually thereafter upon the
expiration of the policies.

All policies of insurance required by this Section 5.1 shall
(i) be issued by insurers having a Bests rating of A:XII or better and
(ii) provide that such policies shall not be modified (so as to either drop
Owner as a named insured or drop below the specified coverage required) or
terminated without 30 days prior written notice to Manager.

5.2 MANAGERS INSURANCE. Manager shall maintain the following
types of insurance at Manager's expense:

(a) comprehensive crime policy covering Manager's employees
with a limit of not less than $1,000,000;

(b) worker's compensation insurance with coverages and
limits necessary to meet the requirements of the laws
of the states in which the employees are employed;

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by accident - $500,000 each accident; by disease -
$500,000 policy limit; by disease - $500,000 each
employee;

(d) commercial general liability insurance with a limit of
$2,000,000 per occurrence and $2,000,000 general
aggregate including coverage for bodily injury,
property damage and completed operations;

(e) comprehensive automobile liability covering all owned,
and hired vehicles with a combined single limit of
$1,000,000; and

(f) any other insurance which may be required to comply
with any Requirements applicable to Manager.

Evidence of such insurance in a form reasonably satisfactory to Owner will be
provided to Owner by Manager on the Commencement Date and annually thereafter.
All policies of insurance required by this Section 5.2 shall (i) be issued by
insurers having a Bests rating of A:X1I or better and (ii) provide that such
policies shall not be modified (so as to either drop Owner as a named insured or
drop below the specified coverage required) or terminated without 30 days prior
written notice to Owner.

5.3 CONTRACTOR'S AND SUBCONTRACTOR'S INSURANCE. Manager shall
require that all contractors and subcontractors performing work upon or
providing services to the Property at the direction of Manager have insurance
coverage, at their expense, in the following minimum amounts:

(a) worker's compensation as required by the law of the
state in which the Property is located;

(b) employers liability covering bodily injury:

by accident -$500,000 each accident;
by disease - $500,000 policy limit;
by disease - $500,000 each employee;

(c) commercial general liability insurance with a limit of
$1,000,000 per occurrence and $1,000,000 general
aggregate, including coverage for bodily injury,
property damage and completed operations; and

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(d) comprehensive automobile covering all owned, and
non-owned and hired vehicles with a combined single
limit of $1,000,000.

Owner, Manager and the holder of any Mortgage encumbering the
Property shall be added as additional insureds to the above policies (except for
worker's compensation). Certificates of insurance evidencing the above will be
delivered to Manager before any work is done or services provided.

Manager shall obtain Owner's written permission prior to amending
any of the above requirements.

ARTICLE 6. FINANCIAL, REPORTING AND RECORD KEEPING

6.1 BOOKS OF ACCOUNTS. Manager shall maintain adequate and
separate books and records of income and expense for the Property, the entries
to which shall be supported by sufficient documentation to ascertain that said
entries are properly and accurately recorded. Such books and records shall be
the property of Owner (subject to the right of Manager to retain copies
thereof), and shall be maintained by Manager at Manager's address stated in
Section 17.1, at the Property or at such other location as may be designated by
Manager by notice to Owner. Owner shall have access to such books and records at
all times, provided such access shall be exercised so as to avoid undue
interference with Manager's operations. Manager shall use reasonable efforts to
maintain reasonable control over accounting and financial transactions to
protect Owner's assets from error or fraudulent activity on the part of
Manager's officers or employees. Manager shall reimburse Owner for any uninsured
losses which may occur through the fraud, gross negligence or willful
misfeasance of Manager.

6.2 ACCOUNT CLASSIFICATION. Manager shall adopt a system of
classification of accounting entries (Chart of Accounts) reasonably satisfactory
to Owner.

6.3 FINANCIAL REPORTS. Manager shall furnish monthly reports of
all financial transactions occurring with respect to the Property during monthly
reporting periods ending on the 25th day of each month. These reports are to be
sent to Owner no later than the 7th calendar day of each month for the reporting
period ending on the 25th day of the immediately preceding month, and shall show
all collections, delinquencies, uncollectible items, vacancies and other matters
pertaining to the management, operation, maintenance and leasing of the Property
during the month. If the 7th day of any month is not a business day, then the
report shall be due on the next succeeding business day. The monthly reports
shall be in a format reasonably acceptable to Owner and Manager and shall also
include a comparison of monthly and year-to-date actual income and expenses with
the Approved Operating Budget and Capital Budget for the Property.

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6.4 SUPPORTING DOCUMENTATION. As additional support to the
monthly financial statements, if requested by Owner, Manager shall provide
copies of the following:

(a) all bank statements, bank deposit slips and bank
reconciliations;

(b) detailed cash receipts and disbursement records;

(d) paid invoices; and

(e) supporting documentation for payroll, payroll taxes and
employee benefits.

6.5 ACCOUNTING PRINCIPLES. All financial statements and reports
required by Owner will be prepared on an accrual basis of accounting in
accordance with Generally Accepted Accounting Principles, unless otherwise
directed by Owner. Owner shall provide Manager with 30 days prior notice of any
decision of Owner to change the accounting basis on which the statements and
reports are to be prepared.

6.6 OTHER REPORTING. Manager shall maintain records reflecting
the progress of implementing the Leasing Guidelines, which records shall reflect
all executed Leases and all expenditures made by Manager on behalf of Owner in
the implementation of the Leasing Guidelines. Manager shall also deliver to
Owner monthly reports on the same dates as the monthly reports under Section 6.3
are due, reflecting all leasing activities for the same monthly reporting period
and, when requested by Owner, cumulative leasing activity for the calendar year
to date, which shall include an outline of all economic and other pertinent
business terms of each Lease signed with new Tenants and renewal Tenants
identified separately, a summary of all Lease expirations which were not renewed
(with a brief explanation of the reason not renewed), a summary of any
abandonments, Lease buyouts or sublease activity, and a brief explanation of the
status of all potential renewals for the next 12 months, as well as the status
of negotiations with all prospective new Tenants and any other information
reasonably requested by Owner. Manager shall also furnish such other reports and
statements as Owner may reasonably request.

ARTICLE 7. OWNER'S RIGHT TO AUDIT

7.1 OWNER'S RIGHT TO AUDIT. Owner reserves the right for
Owner's employees or others appointed by Owner to conduct examinations, and make
abstracts from or copies of the books and records maintained for Owner by
Manager at all times, provided such activities shall be undertaken in a manner
so as to avoid undue interference with Manager's operations. Owner also reserves
the right upon 30 days prior notice to Manager to perform any and all additional
audits relating to Manager's activities either at the property or at any office
of Manager; provided such audits are related to those activities performed by
Manager for Owner. Any such audit by Owner shall be scheduled so as not

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to interfere with Manager's efforts to assist in the preparation of the annual
audit for the Property. The cost of any such audit undertaken at the direction
of Owner shall be paid by Owner; provided, however, should any such audit
discover any discrepancies in such books and records in an aggregate amount in
excess of $150,000, the Manager shall reimburse Owner for the reasonable cost of
such audit.

Should Owner's employees or appointees discover defects in
internal bookkeeping control or errors in record keeping, Manager shall correct
such discrepancies at its own cost promptly following the discovery of such
defect. Manager shall promptly notify Owner of the action taken to correct such
defects or errors.

Any and all audits conducted by Owner's employees or
appointees will be at the sole expense of Owner (except as above expressly
provided).

ARTICLE 8. BANK ACCOUNTS

8.1 ACCOUNTS. Manager shall deposit all rents and other funds,
including any and all advance funds collected from the operation of the
Property, in any bank selected by Owner. The funds will be placed in one account
(hereinafter referred to as the "Receipts Account") for the Property in the name
of "_________________" or in such other name as Owner may designate, no later
than the next business day after receipt. Owner shall, or if requested by Owner,
Manager shall establish another account (hereinafter referred to as the
"Disbursement Account") in the name of "_________________" or in such other name
as Owner may designate from which Manager shall pay the operating expenses of
the Property and any other payments relative to the Property as required by the
terms of this Agreement.

8.2 SECURITY DEPOSIT ACCOUNT. Where Requirements require that
security deposits be separately maintained, or if Owner requires, Manager shall
open a separate account in the name of Owner or otherwise as Owner directs.
Manager shall be authorized to withdraw monies from security deposit funds at
such time as the security deposits are returnable to tenants or in the event of
a tenant default or other occurrence permitting application thereof under the
tenant's Lease. Manager shall maintain detailed records of all security deposits
deposited, and such records will be available for inspection by Owner's
employees or appointees upon reasonable prior notice.

8.3 CHANGE OF BANKS. At any time and from time to time, Owner
may direct Manager to change a bank or the depository arrangements

8.4 ACCESS OF ACCOUNT. Upon direction from Owner, Manager shall
cause any funds of Owner held by Manager to be transferred to Owner by federal
wire transfer. Through the use of signature cards, authorized representatives of
Owner shall be permitted access to any and all funds in the bank accounts
described in Sections 8.1 and 8.2. Manager

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shall not have any authority to withdraw sums from the Receipts Account except
as expressly provided in Section 8.5.

8.5 SWEEPING ACCOUNTS. All costs, expenses, fees, commissions,
and other payments with respect to the Property that are properly payable
pursuant to the terms of this Agreement shall be paid by Manager from time to
time from the Disbursement Account without any prior approval by or notice to
Owner. Manager shall remit to Owner on a bi-weekly basis, all amounts in the
Receipts Account in excess of the working capital reserve hereinafter set forth
and amounts transferred by Manager to the Disbursement Account in order to have
adequate funds available pursuant to the immediately preceding sentence. A
working capital reserve shall be maintained for the Property of $20,000 or such
greater amount as agreed upon by Owner and Manager which reserve shall be held
in the Receipts Account). Any provision hereof to the contrary notwithstanding,
if at any time funds in the Receipts Account available for transfer by Manager
to the Disbursement Account are insufficient to enable Manager to make all
disbursements from the Disbursement Account authorized by this Agreement, it
shall be Owner's responsibility within 5 business days after written request
from Manager to deposit additional funds in the Disbursement Account to cover
such deficit.

ARTICLE 9. PAYMENTS OF EXPENSES

9.1 PAYMENT. Manager shall make or cause to be made (but only
to the extent cash receipts from the Property are available therefor in the
Disbursement Account (from transfer from the Receipts Account or otherwise) or
to the extent Owner provides the funds therefor) the payment when due of all
obligations of Owner, the existence of which were (i) set forth in the Approved
Operating Budget and Capital Budget, (ii) provided for in approved Leases, or
(iii) otherwise permitted to be expended by Manager by the terms of this
Agreement or approved by Owner.

9.2 ADDITIONAL SERVICES. If Manager provides a Tenant with any
service which Manager is not required to provide such Tenant hereunder (e.g.,
leasing services in connection with the assignment of a Tenant's Lease or the
sublease of its premises and construction management services for tenant
construction work other than tenant improvements and landlord's work in
connection with new Leases), and for which such Tenant pays Manager a fee
pursuant to a separate agreement (oral or written) between Manager and such
Tenant, then said fee shall be paid to and retained by Manager for its own
account, provided Owner shall have previously approved Manager providing each
such service, which consent shall not be unreasonably withheld.

ARTICLE 10. MANAGER'S COSTS TO BE REIMBURSED

10.1 REIMBURSABLE COSTS. All expenses or costs incurred by
Manager in connection with the performance of its duties under this Agreement
and contained within

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an Approved Operating Budget and Capital Budget or otherwise expressly approved
by Owner in writing shall be at the sole cost and expenses of Owner except as
specifically provided in Section 10.2.

10.2 NON-REIMBURSABLE COSTS. The following expenses or costs
incurred on behalf of the Property shall be at the sole cost and expense of
Manager and shall not be reimbursed by Owner to Manager:

(a) cost of gross salaries, wages, payroll taxes, insurance,
workers' compensation, and other benefits of Manager's
office personnel or of Manager's other personnel, except as
provided in Section 2.2 and Schedule D;

(b) general accounting and reporting services unless otherwise
authorized by Owner;

(c) the Owner shall not be required to reimburse the Manager
for, and the Manager shall not be permitted to withdraw from
the Disbursement Account to pay, any costs (except, however,
if and to the extent such costs are covered by Owner's
insurance or would have been covered by Owner's insurance
had Owner been carrying all insurance required by Owner
under this Agreement) arising out of the fraud, negligence
or willful misfeasance of Manager or otherwise incurred by
Manager in violation of the terms and provisions of this
Agreement;

(d) cost of forms, papers ledgers and other supplies and
equipment used in Manager's non-Property offices;

(e) cost of electronic data processing equipment, or any pro
rata charge thereon, located at non-Property offices,
including but not limited to, computers, adding machines and
other equipment;

(f) cost of electronic data processing provided by computer
service companies;

(g) costs and expenses incurred by Manager for the purpose of
adopting Owner's required reporting system;

(h) cost of comprehensive crime insurance or fidelity bond or
other insurance purchased by Manager for its own account;

(i) rent and utilities for any off-site office of Manager,
unless otherwise authorized by Owner; and

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(j) costs of local travel.

ARTICLE 11. INSUFFICIENT GROSS INCOME

11.1 PRIORITIES. If at any time the gross income for the Property shall not
be sufficient (or Manager reasonably anticipates that such gross income will not
be sufficient) to pay all the bills, charges and Mortgage payments which may be
incurred with respect to the Property (including all fees and expenses payable
to Manager hereunder), the funds available will be paid out of the Disbursement
Account in the following order of priority:

(a) first, Mortgage payments;

(b) second, bills and charges of third parties;

11.2 FUNDING OF SHORTFALLS BY OWNER. If at any time the gross income for
the Property shall not be sufficient (or Manager reasonably anticipates that
such gross income will not be sufficient) to pay all bills, charges and Mortgage
payments which may be incurred with respect to the Property (including all fees
and expenses payable to Manager hereunder), Manager shall promptly notify Owner
of such shortfall. Owner shall advance sufficient funds within 5 days to the
Disbursement Account either (whichever Owner elects) (i) to cover such entire
shortfall or (ii) to cover at least all sums then due Manager under this
Agreement (to which sums Manager shall be entitled notwithstanding the
disbursement priorities set forth in Section 11.1).

ARTICLE 12. SALE OF THE PROPERTY

12.1 COOPERATION WITH SALES BROKER. If Owner executes a listing agreement
with a broker (other than Manager) for the sale or other disposition of all or
any portion of the Property, Manager shall work with such broker so that the
respective activities of Manager and broker shall be carried on with cooperation
and without undue interference with Tenants and occupants. Manager will assist
and cooperate with the broker to exhibit the Property during reasonable business
hours, subject to the rights of Tenants. Manager shall promptly refer to Owner
all inquiries and offers to purchase the Property and shall, upon direction from
Owner, promptly turn over to a purchaser all books, records, statements, reports
and other documentation maintained pursuant to this Agreement at the closing of
such purchase or at such other time as Owner may direct (subject to Manager's
right to retain copies of such materials as Manager reasonably requires).

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ARTICLE 13. COOPERATION

13.1 COOPERATION. Should any claims, demands, suits or other legal
proceedings be made or instituted by any person (other than Manager) against
Owner which arise out of any of the matters relating to this Agreement, Manager
promptly shall provide to Owner all pertinent information in Manager's
possession or control and reasonable assistance (not to include the incurrence
of any expenses by Manager or the expenditure of any funds of Manager, except as
provided in Section 17.11) in the defense or other disposition thereof. Should
any claims, demands, suits or other legal proceedings be made or instituted by
any person (other than Owner) against Manager or any affiliate of Manager which
arise out of any of the matters relating to this Agreement, Owner promptly shall
provide to Manager all pertinent information in Owner's possession or control
and reasonable assistance (not to include the incurrence of any expenses by
Owner or the expenditures of any funds of Owner, except as provided in Section,
17.10) in the defense or other disposition thereof.

ARTICLE 14. COMPENSATION

14.1 COMPENSATION. Owner agrees to pay Manager for all services performed
under this Agreement, with the exception of those services described in Articles
3 and 4, an annual fee computed and payable monthly, in arrears, within 5
business days after the end of each month, in an amount equal to 3% of Gross
Collections (as defined in Schedule B) for such prior month (except, however, as
to that portion of Gross Collections consisting of income from the parking deck
facility and income from The Buckhead Athletic Club, the fee payable to Manager
shall be 2% rather than 3%).

In the event of cancellation or termination of this Agreement, the
management fee will be prorated on a daily basis to the effective date of such
cancellation or termination.

ARTICLE 15. RENEWAL; TERMINATION

15.1 RENEWAL. Unless expressly renewed by a writing signed by both Owner
and Manager, this Agreement shall, if not sooner terminated pursuant to this
Article 15. automatically terminate upon the expiration of the initial term or
any renewed term.

15.2 TERMINATION ON SALE. This Agreement shall terminate immediately upon
the bona fide sale by Owner of all of its interest in the Property to an
unaffiliated third party. In such event, all management fees due Manager shall
be prorated through the date of dosing of such sale.

15.3 TERMINATION FOR CAUSE. (a) Owner may terminate this Agreement by
notice to Manager at any tune following the occurrence of a Manager Event of
Default and

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the failure of Manager to cure such Manager Event of Default within the grace
periods, if any, provided pursuant to Section 15.3(c). As used herein, the term
"Manager Event of Default" shall mean the occurrence of one or more of the
following:

(i) the failure by Manager to perform any of its obligations in
accordance with this Agreement;

(ii) the filing by Manager of a petition in bankruptcy, or for an
arrangement or for reorganization of Manager pursuant to the Federal
Bankruptcy Act or any similar law, federal or state, or the adjudication by
decree of a court of competent jurisdiction that Manager is a bankrupt, or
is declared insolvent, or if Manager shall make an assignment for the
benefit of creditors generally, or shall admit in writing its inability to
pay its debts generally as they become due, or shall consent to the
appointment of a receiver or receivers of all or any substantial part of
its property;

(iii) the filing of a petition in bankruptcy against Manager or for
reorganization of Manager pursuant to the Federal Bankruptcy Act or any
similar law, federal or state, and if such petition shall not be discharged
or dismissed within 90 days after the date on which such petition was
filed;

(iv) the loss of any license necessary for Manager to carry out its
obligations under this Agreement; or

(v) as to the Purchase and Sale Agreement made between The Mutual Life
Insurance Company of New York (hereinafter referred to as "Sellers") and
Owner dated August______, 1996 (hereinafter referred to as the "Purchase
Agreement"), either (x) Seller defaults under any of its obligations under
the Purchase Agreement which survive the Closing or (y) any of Seller's
representations and warranties under the Purchase Agreement (without such
representations and warranties being limited to Seller's Best Knowledge.)
prove to be untrue or misleading in any material respect (in a manner that
would have entitled Owner to terminate the Purchase Agreement had Owner
been aware of such untrue or misleading representation or warranty prior to
the closing of the sale), and in either instance same results in material
adverse consequences to Owner.

(b) Manager may terminate this Agreement at any time following the
occurrence of an Owner Event of Default and the failure of Owner to cure such
Owner Event Of Default within the grace period provided pursuant to Section
15.3(c). As used herein, the term "Owner Event of Default" shall mean the
occurrence of one or more of the following:

(i) the failure by Owner to perform any of its obligations in
accordance with this Agreement;

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(ii) the filing by Owner of a petition in bankruptcy, or for an
arrangement or for reorganization of Owner pursuant to the Federal
Bankruptcy Act or any similar law, federal or state, or the adjudication by
decree of a court of competent jurisdiction that Owner is a bankrupt, or is
declared insolvent, or if Owner shall make an assignment for the benefit of
creditors generally, or shall admit in writing its inability to pay its
debts generally as they become due, or shall consent to the appointment of
a receiver of receivers of all or any substantial part of its property;

(iii) the filing of a petition in bankruptcy against Owner or for
reorganization of Owner pursuant to the Federal Bankruptcy Act or any
similar law, federal or state, and if such petition shall not be discharged
or dismissed within 90 days after the date on which such petition was
filed;

(c) In the event of the occurrence of a Manager Event of Default or
an Owner Event of Default, the non-defaulting party shall provide the other
party notice setting forth the nature of such Event of Default, and the
defaulting party shall have (i) 5 days to cure a monetary of Default or (ii) 30
days to cure a non-monetary Event of Default (or in the case of clauses 15.3(a)
(i) and 15.3(b)(i), such longer period, not to exceed 90 days, if the default,
with due diligence cannot be cured within 30 days and the defaulting party has
commenced and is diligently prosecuting the cure to completion). Notwithstanding
the foregoing, Manager shall not be entitled to any cure period and Owner shall
be entitled to immediately terminate this Agreement if either (i) Manager has
acted in a felonious manner in connection with this Agreement or the Property or
(ii) Manager has refused or failed to comply with Owner's written directions to
Manager with regard to this Agreement or the Property (provided such written
directions are not inconsistent with the terms of this Agreement and would not,
if complied with, cause Manager to violate any applicable law).

(d) If the defaulting party fails to cure the Event of Default within
the foregoing time periods, the other party may terminate this Agreement by
notice, which termination shall be effective upon receipt of the notice or upon
the date specified in the notice. Such right of termination shall be in addition
to, and not in lieu of, all other rights and remedies of the non-defaulting
party at law or in equity, including, without limitation, an action for damages.

15.4 TERMINATION WITHOUT CAUSE. From and after the date that is 12 months
following the Commencement Date (and effective, at the earliest, on the date
which is the first anniversary of the Commencement Date), Owner may cancel this
Agreement at any time upon one month's notice to Manager or Manager may cancel
this Agreement without cause upon one month's notice to Owner. Such notice may
be given by Owner or Manager, as the case may be, at any time after the 11th
month following the Commencement Date. In such event, all management fees due
Manager shall be prorated through the date of termination.

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15.5 FINAL ACCOUNTING: COOPERATION. Upon termination of this Agreement for
any reason, Manager shall deliver to Owner the following:

(a) a final accounting reflecting the balance of income and expenses
on the Property as of the date of termination, to be delivered
within 30 days after such termination;

(b) any balance or moneys of Owner, or tenant security deposits, or
both, held by Manager with respect to the Property, to be
delivered promptly following termination, but no later than 30
days after termination; and

(c) all materials, supplies, keys, records, contracts, leases,
receipts for deposits, unpaid bills and other papers or documents
which pertain to the Property, to be delivered promptly following
termination, but no later than 30 days after termination.

Manager shall fully cooperate with Owner and any new manager in connection with
the orderly transfer of Manager's duties to such new manager, in order to
minimize as much as possible any inconvenience to Tenants and any impairment of
the operation and marketing of the Property.

ARTICLE 16. NOTICES

16.1 NOTICES. All notices, demands, consents, approvals, requests,
authorizations and reports provided for in this Agreement shall be in writing
and shall be given to Owner or Manager at their respective address set forth
below or at such other address as they may specify hereafter in accordance with
the provisions of this Section 16.1:

OWNER:
__________________________
115 Perimeter Center Place
Suite 940
Atlanta, Georgia 30346
Attn: Michael J. Molletta
Vice President

with copies to:

Bruce M. Barone, President
Overseas Partners Capital Corp.
Craig Appin House
8 Wesley Street
Hamilton HM GX Bermuda

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and:

Thomas E. Butler
Vice President-Law
Overseas Partners Capital Corp.
Craig Appin House
8 Wesley Street
Hamilton HM GX Bermuda

MANAGER: ARES, Inc.
5775-E Glenridge Drive
Suite 100 Atlanta, Georgia 30328
Attn:.: Mr. Bert Sanders Calvert

with copies to:

ARES, Inc.
One Atlantic Street
Stamford, Connecticut 06901
Attn: President

and:

ARES, Inc
One Atlantic Street
Stamford, Connecticut 06901
Attn: Victoria F. Smith, Esq.

Such notice or other communication shall be mailed either (a) by United
States registered or certified mail, return receipt requested, postage prepaid,
deposited in a United States Post Office or a depository for the receipt of mail
regularly maintained by the post office; (b) by nationally recognized overnight
courier which furnishes written evidence of receipt of delivery; or (C) by hand
against a signed receipt. Notices shall be deemed given on the date receipt is
acknowledged in the case of clause (a) above and upon receipt in the case of
clauses (b) and (C) above, or upon the first date that delivery was attempted to
be made and was refused or was unable to be delivered due to a change in
address.

ARTICLE 17. NON-ASSIGNABLE, ETC.

17.1 NO ASSIGNMENT: SUCCESSOR OWNER LIABILITY. (a) This Agreement may not
be assigned by Manager without the prior consent of Owner; provided, however,
Manager shall have the right to assign this Agreement to an affiliate of Manager
so long as Manager remains liable for the performance of all of Manager's
obligations under this Agreement. In addition, Manager may not delegate to any
third party any responsibility for

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the performance of its obligations under this Agreement without the prior
consent of Owner in each instance.

(b) This Agreement may not be assigned by Owner without the prior
consent of Manager; provided, however, Owner shall have the right to assign this
Agreement to an affiliate of Owner in conjunction with a transfer of title to
the Property to such affiliate.

17.2 PRONOUNS. The pronouns used in this Agreement referring to Owner or
Manager shall be understood and construed to apply whether Owner or Manager be
an individual copartnership, corporation or any individual or individuals doing
business under a firm or trade name.

17.3 AMENDMENTS. Except as otherwise herein provided, any and all
amendments, additions or deletions to this Agreement shall be null and void
unless approved by both parties in writing.

17.4 HEADING. All headings herein are inserted only for convenience and
ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

17.5 SEVERABILITY. If any provisions of this Agreement or application to
any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of
this Agreement shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.

17.6 COMPLETE AGREEMENT. This Agreement and the Schedules attached hereto
and made a part hereof shall supersede and take the place of any and all
previous agreements entered into between the parties hereto with regard to the
management and leasing of the Property.

17.7 STATUS OF MANAGER. Nothing contained herein shall be deemed to render
Manager and Owner as joint venturers or partners of each other, and neither
shall have the power to bind or obligate the other party by virtue of this
Agreement, except in accordance WITH THE TERMS OF this Agreement. Nothing
contained herein shall preclude or limit either party in connection with any
business activities which compete with the business of the Property. Manager and
Owner agree that Manager is an independent contractor; provided, however, where
Manager is expressly permitted herein to act or contract on behalf of Owner with
a third party, Manager shall do so as an agent of Owner and shall represent the
same to any such third party.

17.8 NO WAIVER. The failure by Owner or Manager to insist upon the strict
performance of any one of the terms or conditions of this Agreement or to
exercise any right, remedy, or election herein contained or permitted by law
shall not constitute or be

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construed as a waiver or relinquishment for the future of such term, condition,
right, remedy or election, but the same shall continue and remain in full force
and effect. The failure of Owner or Manager to seek redress for any violation,
or to insist upon the strict performance, of any term or condition of this
Agreement shall not prevent a subsequent act by the other party which would have
originally constituted a violation of this Agreement by such other party from
having all the force and effect of an original violation. Owner or Manager may
restrain any breach or threatened breach by the other party of any term or
condition herein contained, but the mention herein of any particular remedy
shall not preclude Owner or Manager from exercising any other remedy that it
might have against the other either at law or in equity. No term or condition of
this Agreement shall be deemed to have been waived by Owner or Manager unless
such waiver is in writing and signed by such party.

17.9 GOVERNING LAWS. This Agreement shall be governed in all respects by
the laws of the State of Georgia without giving effect to conflict of law
provisions.

17.10 INDEMNITY BY MANAGER. Except to the extent Owner is covered under any
insurance policy insuring against such risks or liabilities (or would have been
covered by an insurance policy had Owner maintained the insurance required to be
maintained by Owner under this Agreement) in either event as if such insurance
policy had a $0.00 deductible, Manager shall indemnify and hold harmless Owner
against all reasonable costs and expenses, including, without limitation,
reasonable attorneys' fees actually incurred resulting from any claims which may
be made against Owner arising out of (I) any failure of Manager to perform all
of its obligations under this Agreement, but only to the extent such failure was
caused by Manager's negligence or Manager's willful breach of any obligation
under this Agreement, (ii) any acts of Manager beyond the scope of Manager's
authority hereunder not authorized or ratified by Owner, and (iii) any
negligence or willful misconduct of Manager, its agents or employees. This
Section shall survive expiration or termination of this Agreement.

17.11 INDEMNITY BY OWNER. Except to the extent that Manager is obligated to
indemnify Owner as set forth in Section 17.10. Owner shall indemnify and hold
harmless Manager against all resonable costs and expenses, including, without
limitation, resonable attorneys' fees actually incurred resulting from any and
all claims made against manager arising out of or in connection with the
Property and its services performed under this Agreement. This Section shall
survive expiration or termination of this Agreement.

17.12 SURVIVAL The covenants contained in this Agreement which, by their
terms, require their performance after the expiration or termination of this
Agreement shall be enforceable notwithstanding the expiration or other
termination of this Agreement.

17.13 RENEGOTIATION. Owner and Manager acknowledge and agree that Owner
desires to take a more active role in day-to-day operations of its real estate
holdings, but at the time of Owner's entry into this Agreement, Owner is not in
a position to reflect in this Agreement its desired more active participation in
day-to-day real estate operations. Accordingly, Manager agrees that upon Owner's
notice that Owner desires to restructure

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this Agreement so that Owner and its employees will become more actively
involved in day-to-day operations of the Property (and, in connection therewith,
to assume some of the duties currently provided herein to be performed by
Manager), Manager agrees to cooperate with such proposed restructuring and to
negotiate the terms and conditions of such proposed restructuring in good faith.
Owner agrees that any such restructuring (including any assumption by Owner of
duties required hereunder to be performed by Manager) (i) shall not result in
reduction of the aggregate income realized by Manager under this Agreement or in
the scope of expense reimbursement provided herein to be paid to Manager, (ii)
shall not materially expand the responsibilities of Manager under this
Agreement, (iii) shall not shorten the term of this Agreement, and (iv) shall
not affect Manager's right to receive leasing commissions even if Owner becomes
directly involved in negotiating Leases.

17.14 ASSISTANCE WITH AND SUBORDINATION TO FINANCING. Manager will
cooperate with and assist Owner in the closing of any project financing obtained
by Owner, including, without limitation, the coordination of tenant estoppels
and subordination, non-disturbance and attornment agreements. At the request of
Owner, Manager will from time to time execute appropriate documentation
sufficient to subordinate this Agreement, and the rights of Manager hereunder,
to any bonafide third party mortgage financing now or hereafter obtained by
Owner with regard to the Property.

IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of
the day and year first above written.

OWNER:

MANAGER: ARES, INC., a Connecticut corporation

By:
__________________________________________________
Title:

[CORPORATE SEAL]

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SCHEDULE A

PROPERTY

158

SCHEDULE B

GROSS COLLECTIONS DEFINITION

As used in this Agreement, the term "Gross Collections" shall mean the
gross amount of all cash payments received by Manager or Owner for or with
respect to the use or occupancy of space in the Property, including, without
limitation, all rent, parking or garage receipts, receipts arising out of common
area maintenance charges, escalations, Tenant reimbursements for operating
expenses, and percentage or overage rent; provided, however, Gross Collections
shall not include the following:

(a) any amounts received as security deposits (except to the extent
applied to a Tenant's obligations);

(b) any amounts received in the nature of real estate or other tax
refunds;

(i) proceeds from fire or other casualty losses;

(ii) amounts separately enumerated in a Lease or Tenant work letter
reimbursing landlord for the cost of capital improvements,
remodeling, and Tenant changes, including any overhead or
interest factor payable by Tenants in connection with such
reimbursement;

(iii)amortization of above-standard Tenant work and Tenant
allowances;

(iv) any reimbursement of expenses incurred by landlord on behalf of
Tenant in enforcing Lease provisions that permit landlord to
correct conditions at Tenants expense; and

(v) payments in consideration of the termination or cancellation of a
Lease, unless otherwise agreed to in writing by Owner.

(d) any condemnation or insurance proceeds;

(e) proceeds of any sale or financing of the Property or any portion
thereof;

(f) amounts rebated or refunded due to overpayments by Tenants; and

(g) any amounts which otherwise would be included in Gross Collections but
which constitute sums to which Seller is entitled pursuant to the
proration provisions of the Purchase Agreement (as defined in Section
15.3(a)(v)).

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SCHEDULE C

LEASING COMMISSION SCHEDULE

1. Leasing Commissions with Manager as Sole Procuring Broker. In
circumstances, from and after the Commencement Date and prior to the
expiration or termination of this Agreement, in which Manager is the sole
procuring broker, Owner shall pay to Manager leasing commissions in
accordance with the following schedule:

A. For Leases to Tenants who are not in occupancy at the Property at the
time the Lease is executed ("New Tenants"), Manager shall be paid (I)
as to Leases having a term of 3 years or more (without regard to
renewal or extension options and as to Leases with early termination
provisions, treating such Leases as if they expire on the date whereon
early termination is permitted), a procurement fee equal to one
average month's Base Rent, and (ii) a commission equal to 4% of the
Base Rent less the procurement fee. For purposes hereof "one average
month's Base Rent" shall be determined by dividing the aggregate Base
Rent for the entire term of the Lease by the number of months in such
term.

B. For expansion or additional Space leased to existing Tenants
regardless of whether such Space is taken pursuant to an option
contained in the Lease, Manager shall be paid a commission equal to 2%
of the Base Rent.

C. For extension or renewal of an existing Lease regardless of whether
such extension or renewal has been effected in accordance with an
option contained in the Lease, Manager shall be paid a commission
equal to 2% of the Base Rent.

2. Leasing Commissions with Manager Not as Sole Procuring Broker. In
circumstances, from and after the Commencement Date and prior to the
expiration or termination of this Agreement, in which there is a procuring
broker other than or in addition to Manager, Owner shall pay to Manager
leasing commissions in accordance with the following schedule (in addition
to the commission due from Owner to such other broker):

A. For leases to New Tenants, Manager shall be paid (i) as to Leases
having a term of 3 years or more (without regard to renewal or
extension options and as to Leases with early termination provisions,
treating such Leases as if they expire on the date whereon early
termination is permitted), a procurement fee equal to one-half of one
average month's Base Rent, and (ii) a commission equal to 2% of the
Base Rent less the procurement fee.

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The compensation due the procuring broker will be made pursuant to a
separate agreement between Owner and the procuring broker. Owner shall be
presented with the procuring broker's invoice and shall pay procuring
broker directly. Unless otherwise authorized by Owner, such compensation
shall not exceed the market commission which would be payable to a
procuring broker with respect to such Lease in the geographic area in which
the Property is located. Notwithstanding the foregoing, in the event Owner
elects to participate in the ARES exclusive program, it will pay the full
broker's commission on the first business day following the execution of a
new Lease provided that the Owner has received a fullyexecuted commission
agreement and an invoice for the commission.

Notwithstanding any other provision hereof to the contrary, no commission
shall be due or payable pursuant to Section 1.B. or C or Section 2.B. or C
above unless the extension, renewal expansion or leasing of additional
space is exercised or effected during the period from and after the
Commencement Date and prior to the expiration or termination of this
Agreement.

3. Definitions.

A. "Base Rent" shall mean the amount payable to Owner by a Tenant,
including automatic increases and payments on account of utilities,
taxes, insurance premiums and operating expenses that are fixed in a
dollar amount or that are capable of being calculated to an exact
dollar amount at the time the lease is executed, but excluding (i)
other increases such as cost of living and CPI adjustment which cannot
be so calculated, (ii) any amounts for or attributable to
reimbursables, percentage rents, security deposits, insurance premiums
parking lot or garage income and items of a similar nature, and (iii)
the amount, if any, of any amortized expense contained in a Tenant's
rental payment.

B. "Term" shall mean the length of time over a Lease a Tenant is
contractually obligated to make payments where there is no unilateral
right to terminate on the part of a Tenant; provided, however, that
for purposes of calculating commissions and procurement fees under
Sections 1 and 2 above, any Lease having a term in excess of 10 years
shall be deemed to have a term of only 10

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161

years. For example, a 5-year Lease in which the Tenant may exercise a
termination right after the third year shall be considered a 3-year
Term for the purposes of calculating a leasing commission. However, if
the Tenant does not elect to so terminate such Lease, a leasing
commission covering such post-termination period shall be due and paid
to Manager as and when such right to terminate expires or is waived by
the Tenant, but only as if the failure to terminate constituted a
renewal and extension for the balance of the initial term for purposes
of calculating the amount of the commission due. If a Tenant
compensates Owner monetarily for the exercise of a termination right
(by way of example, a termination payment), then the leasing
commission shall be adjusted based on the amount of monetary
compensation so received by Owner using the same rates set forth above
and same shall be deemed earned by Manager.

4. Payment Schedule. Except as specifically provided in this Agreement to the
contrary, Manager shall earn a leasing commission on any and all Leases
consummated for Space in accordance with this leasing commission schedule.
Leasing commissions shall be deemed earned under this Agreement and Owner
shall pay leasing commissions for executed Leases (or exercised options) as
follows:

A. 50% of the leasing commission for a New Lease shall be paid upon
execution of a Lease by Owner and Tenant, and the remaining 50% of the
leasing commission for a New Lease earned shall be paid upon the
earliest to occur of the following (i) the commencement of the Term of
the Lease, (ii) the payment to Owner of fixed or Base Rent for the
first month of the Term, and (iii) the taking of occupancy of the
Space by the Tenant.

B. 100% of the leasing commission for the leasing of expansion or
additional Space to an existing Tenant or the extension or renewal of
an existing Lease shall be paid after the fixed or Base Rent for the
first month of the Term of the leasing of the expansion or additional
Space or the Term of the extension or renewal is paid to Owner.

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SCHEDULE D

MANAGER'S EMPLOYEES

TITLE EMPLOYEE
----- --------

1. Property Manager Blackstock, Marti

2. Asst. Prop. Mgr. Shepherd, Whitney

3. Asst. Prop. Mgr. Huber, Lillian

4. AA - Jr (A/P, Filing) Vollnad, Dawn

5. AA - Jr (Recep.) Open - to be filled

6. AA - Sr (Off. Mgr.) Hawkes, Jean

7. AA - Sr Rudder, Lisa

8. Acct. Palmer, Dianne

9 Eng. - Sr Broscoe, Larry

10. Eng. - Sr Wallace, Preston

11. Eng. - Sr Payne, Mike

12. Eng. - Sr Sellers, Thomas

13. Eng. - Exp Blackwell, Andrea

14. Eng. - Exp Johnson, Howard

15. Eng. - Exp Donald, Michael

16. Eng. - Jr Harlan, Sandra

17. Eng. - Jr Allen, Bertie

18. Eng. - JR - Maint King, Michael

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163

SCHEDULE E

COMPENSATION FOR CONSTRUCTION MANAGEMENT AND
PROJECT MANAGEMENT SERVICES

A. Construction Supervisory Services with Manager Acting as Construction
Manager. In circumstances in which Manager is acting as the construction
manager (i.e., acting as an agent on behalf of Owner in the selection,
negotiation and procurement of all professions, trades and miscellaneous
services in order to professionally plan, implement and execute a Property
construction project (hereinafter referred to as a CM Project")), Manager
shall be compensated by Owner as follows:

1. Manager shall receive a fee of 5% of all CM Project hard and soft
costs.

2. Manager's Project Manager shall be billed to the project for
hours directly spent on the project at the rate of $60.00/hour.
Manager's Project Superintendent and other approved project staff
shall be billed at a billing rate established in the Approved
Operating Budget and Capital Budget then in effect.

3. Billing rates for project staff shall include direct payroll
expense, standard fringe benefits and payroll taxes, local travel
and tolls, usual and customary local phone charges.

4. Owner shall reimburse Manager for all construction management
reimbursable expenses, which may include, but are not limited to,
the following items:

a. the proportion of reasonable transportation (other than
normal commutation), traveling, automobiles and automobile
allowances, and hotel expenses of Manager or of its
employees incurred in the discharge of duties connected with
the CM Project;

b. direct net cost of all materials, supplies and equipment
incorporated in the CM Project, including costs of
transportation and storage thereof;

c. direct net cost, including transportation and maintenance
and exclusive of refundable deposits, of all materials,
supplies, equipment, temporary facilities and hand tools not
owned by the workmen, which are employed or consigned in the

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164

performance of the CM Project, and cost less salvage value
or reasonable rental value, if less, on such items used but
not consumed which remain the property of Manager;

d. rental charges of all necessary machinery and equipment used
at the Property in connection with the CM Project, including
installation, repairs and replacements, dismantling, removal
costs of lubrication, transportation and delivery costs
thereof;

e. sales, use, gross receipts or similar taxes related to the
CM Project imposed by any governmental authority, and for
which Manager is liable as the Owner's agent;

f. any permit fees, licenses, tests, royalties, damages for
infringement of patents and costs of defending suits
therefor;

g. losses, expenses or damages to the extent not compensated by
insurance or otherwise (including settlement made with the
approval of Owner) actually sustained or incurred by the
Manager in connection with the CM Project, excluding losses,
expenses or damages caused by the gross negligence or
willful misconduct of Manager,

h. the cost of corrective work;

i. expenses such as telegrams, long-distance telephone calls,
telephone service, expressage and similar petty cash items
in connection with the CM Project which are reasonably
incurred in connection with Manager's performance of
construction management services;

j. cost of removal of all debris;

k. costs incurred due to an emergency affecting the safety of
persons and property;

l. all reasonable out-of-pocket costs directly and necessarily
incurred in the performance of the CM Project and not
included in the construction management fee as provided
above;

m. the cost of the insurance required to be carried by Manager
in connection with the CM Project;

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165

n. the cost of payment and/or performance bonds required to be
carried by Manager; and

o. the costs associated with elevator operators, operating
engineers, teamsters and all other standby trades.

B. Construction Supervisory Services with Manager acting as Project Manager.
In circumstances in which Manager is acting as the Project Manager (i.e.,
acting as the representative of Owner in the selection, negotiation and
procurement of the professionals and of the general contractor or
construction manager in order to professionally plan, implement and execute
a Property construction project (hereinafter referred to as a "PM
Project.)), Manager shall be compensated by Owner as follows:

1. Manager shall receive a fee in the amount of 5% of all PM Project
hard and soft costs.

2. Owner shall reimburse Manager for all project management
reimbursable expenses which may include, but are not limited to
(1) the proportion of reasonable transportation (other than
normal commutation), traveling, automobiles and automobile
allowances, and hotel expenses of Manager or of its employees
incurred in the discharge of duties connected with the PM
Project; (2) expenses such as telegrams, long distance telephone
calls, telephone service expressage and similar petty cash items
in connection with the PM Project which are reasonably incurred
in connection with Manager's performance of project management
services; (3) all reasonable out of pocket costs directly and
necessarily incurred by Manager in the performance of the PM
Project; and (4) any consulting fees which may be required to be
paid relative to any special or unique situations which are
beyond the scope of customary project management services.

Notwithstanding the above, Construction Management and project management
fees for any project with an estimated value in excess of $1,000,000 will
be negotiated in advance in good faith and shall be at market rates.

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166

EXHIBIT "P"

TENANTS FROM WHOM TENANT ESTOPPELS ARE REQUIRED

I. Each of the following tenants:

TENANT BUILDING
------ --------

KW BellSouth(1) North
PeopleSoft, Inc. North
Columbia/HCA(2) North
Industrial Developments East, South
Morris Manning East
Smith Gambrell East
Robinson-Humphrey East, South
Smith, Howard, Ajax South
Sedgwick James South
The Buckhead Club East
Sterling Software
(Southern) Inc. North

II. From among the following tenants, Estoppel Certificates totaling a minimum
of 80% of the rentable square footage leased by the following tenants

TENANT BUILDING
------ --------

Beckman Instruments North
Bankers Trust North
Moore Copies East
EBC Enterprises East
Lamberth Bonapfel East
MONY East
Small White & Marani East
SouthTrust of Georgia East
Montage & Caldwell North,East
Freebairn East
Milliman & Robertson East
Gallup, Inc. South

----------
(1) Two estoppels: one as a tenant and one as a subtenant
(2) A subtenant only

167

EXHIBIT "O"

ESTOPPEL LETTER OF DEPARTMENT OF TRANSPORTATION

ESTOPPEL STATEMENT

TO: The Mutual Life Insurance Company of New York and its successors in title
to the property affected by a certain Agreement by and between R-H
Associates Bldg. II Corp., Atlanta Financial Center Associates,
Robinson-Humphrey Properties, Inc. and Department of Transportation of
State of Georgia dated July 18, 1985, and recorded in Deed Book 9618, page
145, Fulton County, Georgia Records, as amended by a certain Amendment to
Agreement dated as of July 18, 1985, by and between the same parties, and
recorded in Deed Book 10290, page 289, Fulton County, Georgia Records
(collectively, the "Agreement")

The undersigned, pursuant to Section 9.17 of the Agreement, hereby
certifies as follows:

1. The Agreement has not been amended except as set forth above, and the
Agreement is in full force and effect.

2. The undersigned has not given any notice of any default by any other
party under this Agreement which has not been cured, and, to the best
of the undersigned's knowledge and belief, no default exists under the
Agreement, and no circumstance exists which, but for the giving of
notice or the passage of time, or both, would constitute a default
under the Agreement.

3. All "Work", as defined in the Agreement, has been completed
satisfactorily, the undersigned has no outstanding claims with respect
to any of such Work and the undersigned has no knowledge of any
deficiencies or defects in such WORK.

4. All gifts required to be made by Article m of the Agreement have been
made.

The foregoing may be relied upon by, and shall inure to the benefit of, the
addressees set forth above and their successors, assigns and successors in title
and any

168

mortgagees of any of the foregoing, and shall be binding upon the undersigned
and its successors and assigns.

Dated this____________ day of ___________, 1996.

DEPARTMENT OF TRANSPORTATION
OF STATE OF GEORGIA

By:
----------------------------------------------
Name:
--------------------------------------------
Title:
-------------------------------------------

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