AGREEMENT FOR



                                PURCHASE AND SALE





This Agreement For Purchase And Sale (this "Agreement") is made by and among WCD

ASSOCIATES, LLC, a Colorado limited liability company ("WCD") and EBD

ASSOCIATES, LLC, a Colorado limited liability company ("EBD") (collectively

referred to as "Sellers"), and SHERIDAN INVESTMENTS, LLC, a Colorado limited

liability company ("Buyer"), effective as of this 2nd day of June, 2000 (the

"Agreement Date").



                                    Recitals



     1. WCD owns those certain parcels of land located in the City and County of

Denver as more particularly described on attached Exhibit "A" (the "WCD Land")

on which two (2) buildings have been constructed that are known as the Writer's

Buildings I and II, 1777 and 1780 South Bellaire Street, Denver, Colorado (the

"WCD Buildings").



     2. EBD owns that certain parcel of land located in the City and County of

Denver as more particularly described on attached Exhibit "A" (the "EBD Land")

on which one (1) building has been constructed that is known as the Writer's

Building III, 1805 South Bellaire Street, Denver, Colorado, (the "EBD

Building"). The WCD Land and the EBD Land are sometimes referred to collectively

herein as the "Land"; the WCD Buildings and the EBD Building are sometimes

referred to collectively herein as the "Buildings."



     3. Sellers or Sellers' agents lease portions of the Land and Buildings to

commercial tenants ("Tenants") pursuant to written leases ("Leases") and collect

rents from the Tenants pursuant to the Leases ("Rents").



     4. Under the terms and conditions stated in this Agreement, Buyer has

offered to purchase from Sellers all but not less than all of Sellers' interest

in: (i) the Land and Buildings and all estates, rights, titles, privileges,

liberties, easements and appurtenances to and for the benefit of the Land and

Buildings, (ii) any transferable development rights or other entitlements, and

(iii) the Leases and Rents and any contracts, licenses, permits, warranties,

surveys, plans, leasing materials or other personal property of Sellers that is

located on the Land or Buildings and is used in connection with the operation

and maintenance of same (collectively referred to herein as the "Property") and

Sellers have accepted such offer and agreed to sell all but not less than all

the Property to Buyer. The transaction set forth herein shall be completed on or

before the date identified in Section 4.1 hereof (the "Closing Date").



     NOW, THEREFORE, in consideration of the covenants, representations and

warranties of the parties stated herein, the performances of the parties

required hereby and the benefits accruing to the parties hereunder, Sellers and

Buyer each agree to be legally bound as follows:



Section 1. Conveyance of Property.

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



     1.1 Agreement to Convey. Under the terms and conditions stated in this

Agreement, Sellers hereby agrees to convey their respective title to the

Property to Buyer and Buyer hereby agrees to purchase the Property from Sellers,

all on or before the Closing Date.



     1.2 Conveyance Instruments. The Property shall be conveyed by Sellers'

execution, delivery and recordation if applicable of the following documents by

each of the Sellers:



{PAGE}





          1.2.1 General Warranty Deeds in the forms of Exhibit "B" attached

     hereto and incorporated herein (the "Deeds").



          1.2.2 Assignment and Assumption of Leases in the forms of Exhibit "C"

     attached hereto and incorporated herein (the "Assignment of Leases").



          1.2.3 Bills of Sale transferring Sellers' interest in any personal

     property in its "As-Is" and "Where Is" condition located on the Property in

     the forms of Exhibit "D" attached hereto and incorporated herein (the "Bill

     of Sale").



          1.2.4 All contracts relating to the Property as described in Exhibit

     "E" attached hereto (the "Contracts") shall be conveyed by Sellers'

     execution and delivery of Assignment and Assumption of Contracts in the

     forms of Exhibit "F" attached hereto and incorporated herein (the

     "Assignment of Contracts").



          1.2.5 All intangible personal property relating to the Land and

     Buildings other than the Contracts and Leases shall be conveyed by Sellers'

     execution and delivery of Assignment of Intangibles in the form of Exhibit

     "G" attached hereto and incorporated herein (the "Assignment of

     Intangibles").



          1.2.6 At any time on or after the Closing Date, Sellers shall execute

     and deliver any and all other documents and take any other actions

     reasonably required from time to time to convey the Property to Buyer in

     accordance with this Agreement.



     1.3 Assumption of Obligations. Buyer shall assume the rights and

obligations of Sellers arising after Closing by execution and delivery of the

Assignment of Leases, Assignment of Contracts and Assignment of Intangibles. At

any time on or after the Closing Date, Buyer shall execute and deliver any and

all other documents and take any other actions reasonably required from time to

time to assume the obligations related to the Property in accordance with this

Agreement.



Section 2. Purchase Price and Payment.

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



     2.1 Purchase Price. Buyer shall pay to Sellers the total purchase price for

Sellers' interest in the Property of Nine Million Six Hundred Thousand Dollars

($9,600,000.00) (the "Purchase Price").



     2.2 Payment. The Purchase Price shall be paid by Buyer to Seller by Buyer's

payment of the Earnest Money and Contingency Deposit required by Section 2.2.1

and payment of the Cash Balance required by Section 2.2.2. Sellers shall

determine the allocation of the Purchase Price for the Property among themselves

and such allocation shall be reflected on the Closing Statements prepared by the

Title Company.



          2.2.1 Earnest Money. Upon the execution of this Agreement, Buyer shall

     deliver to Chicago Title of Colorado (the "Title Company") the sum of

     Seventy-Five Thousand Dollars ($75,000.00) as an earnest money deposit

     which shall be placed in an interest bearing trust account (the cash

     deposit and all interest thereon is referred to herein as the "Earnest

     Money"). Upon acceptance of the Property at the expiration of the Review

     Period as set forth in Section 3.3, the Buyer shall immediately deposit

     with the Title Company an additional Seventy-Five Thousand Dollars

     ($75,000.00), which shall also be placed in an interest bearing trust

     account (this deposit and all interest thereon is referred to herein as the

     "Contingency Deposit") at which time the Earnest Money and Contingency

     Deposit shall become non-refundable to Buyer except as otherwise

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