LOAN AGREEMENT



                            Dated as of July 27, 1999



                                  by and among



                              NORTH VALLEY TECH LLC

                                  as Borrower,



                       SALOMON BROTHERS REALTY CORP.

                                    as Agent,



                        LASALLE BANK NATIONAL ASSOCIATION

                               as Collateral Agent





                                       and



                          Each Lender Signatory hereto







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                                Table of Contents

                                                                            Page





ARTICLE I.  CERTAIN DEFINITIONS...............................................1



Section 1.1. Definitions......................................................1



ARTICLE II.  GENERAL TERMS....................................................1



Section 2.1. The Loan.........................................................1

Section 2.2. Use of Proceeds..................................................1

Section 2.3. Security for the Loan............................................1

Section 2.4. Borrower's Note..................................................1

Section 2.5. Principal and Interest...........................................1

Section 2.6. Voluntary Prepayment.............................................1

Section 2.7. Mandatory Prepayment.............................................1

Section 2.8. Application of Payments After Event

             of Default.......................................................1

Section 2.9. Method and Place of Payment From the

             Collection Account to Agent......................................1

Section 2.10. Taxes...........................................................1

Section 2.11. Release of Collateral...........................................1

Section 2.12. Central Cash Management.........................................1

Section 2.13. Reserve Accounts................................................1

Section 2.14. Security Agreement..............................................1

Section 2.15. Mortgage Recording Taxes........................................1

Section 2.16. General Collateral Agent Provisions.............................1



ARTICLE III.  CONDITIONS PRECEDENT............................................1



Section 3.1. Conditions Precedent to Effectiveness............................1

Section 3.2. Execution and Delivery of Agreement..............................1

Section 3.3. Acceptance of Borrowings.........................................1

Section 3.4. Form of Loan Documents and Related Matters.......................1



ARTICLE IV.  REPRESENTATIONS AND WARRANTIES...................................1



Section 4.1. Representations and Warranties as to Borrower....................1

Section 4.2. Representations and Warranties as to the

             Mortgaged Property...............................................1

Section 4.3. Survival of Representations......................................1



ARTICLE V.  AFFIRMATIVE COVENANTS.............................................1



Section 5.1. Affirmative Covenants............................................1



ARTICLE VI.  NEGATIVE COVENANTS...............................................1



Section 6.1. Negative Covenants...............................................1



ARTICLE VII.  EVENT OF DEFAULT................................................1



Section 7.1. Event of Default.................................................1

Section 7.2. Remedies.........................................................1

Section 7.3. Remedies Cumulative..............................................1

Section 7.4. Default Administration Fee.......................................1

Section 7.5. Curative Advances................................................1



ARTICLE VIII.  MISCELLANEOUS..................................................1



Section 8.1. Survival.........................................................1

Section 8.2. Agent's Discretion...............................................1

Section 8.3. Governing Law....................................................1

Section 8.4. Modification, Waiver in Writing..................................1

Section 8.5. Delay Not a Waiver...............................................1

Section 8.6. Notices..........................................................1

SECTION 8.7. TRIAL BY JURY....................................................1

Section 8.8. Headings.........................................................1

Section 8.9. Assignment.......................................................1

Section 8.10. Severability....................................................1

Section 8.11. Preferences.....................................................1

Section 8.12. Waiver of Notice................................................1

Section 8.13. Failure to Consent..............................................1

Section 8.14. Exhibits Incorporated...........................................1

Section 8.15. Offsets, Counterclaims and Defenses.............................1

Section 8.16. No Joint Venture or Partnership.................................1

Section 8.17. Waiver of Marshalling of Assets Defense.........................1

Section 8.18. Waiver of Counterclaim..........................................1

Section 8.19. Conflict; Construction of Documents.............................1

Section 8.20. Brokers and Financial Advisors..................................1

Section 8.21. Counterparts....................................................1

Section 8.22. Estoppel Certificates...........................................1

Section 8.23. Payment of Expenses.............................................1

Section 8.24. Non-Recourse....................................................1



ARTICLE IX.  THE AGENT........................................................1



Section 9.1. Appointment, Powers and Immunities...............................1

Section 9.2. Reliance by Agent................................................1

Section 9.3. Defaults.........................................................1

Section 9.4. Rights as a Lender...............................................1

Section 9.5. Indemnification..................................................1

Section 9.6. Non-Reliance on Agent and Other Lenders..........................1

Section 9.7. Failure to Act...................................................1

Section 9.8. Resignation of Agent.............................................1

Section 9.9. Agency Fee.......................................................1

Section 9.10. Consents under Loan Documents...................................1

Section 9.11. Notices, Reports and Other Communications.......................1







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EXHIBITS



A      -    Leasehold Deed of Trust, Assignment of Leases and Rents,

            Security Agreement and Fixture Filing (Form)

B      -    Assignment of Contracts, Licenses, Permits, Agreements,

            Warranties and Approvals (Form)

C      -    Promissory Note (Form)

D      -    Management Agreement

E      -    Manager's Consent and Subordination of Management Agreement (Form)

F-1    -    Opinion of Counsel to Borrower (corporate)

F-2    -    Opinion of Counsel to Borrower (Mortgage and Assignment of Rents

            and Leases enforceability) (Form)

F-3    -    Opinion of Counsel to Borrower (substantive non-consolidation)

G      -    Assignment of Rents and Leases

H      -    Financing Statements (Form)

I      -    Lien Search Locations

J      -    Pledge Agreement (Form)

K      -    Environmental Indemnity Agreement (Form)

L      -    Guaranty of Non-Recourse Obligations (Form)

M      -    Irrevocable Direction Letter (Form)

N      -    Collateral Assignment of Hedge (Form)





                                     Page 2

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                                 LOAN AGREEMENT



          THIS LOAN AGREEMENT, made as of July 27, 1999, is by and among NORTH

VALLEY TECH LLC, a Delaware limited liability company, having an address at c/o

First Union Real Estate Investments, 551 Fifth Avenue, Suite 1416, New York, New

York 10176-1499 ("Borrower"); each of the financial institutions signatory

hereto that is identified as a "Lender" on the signature pages hereto or that,

pursuant to Section 8.9 hereof, shall become a "Lender" hereunder (individually,

a "Lender", and collectively, the "Lenders"); SALOMON BROTHERS REALTY CORP., a

New York corporation, having an address at 388 Greenwich Street, 11th Floor, New

York, New York 10013 as agent for the Lenders (in such capacity together with

its successors in such capacity, the "Agent"); and LASALLE BANK NATIONAL

ASSOCIATION, a nationally chartered bank, having an address at 135 South LaSalle

Street, Suite 1625, Chicago, Illinois 60603, as collateral agent for Lenders

("Collateral Agent").



                                    RECITALS

                                    --------



          WHEREAS, Borrower desires to obtain from the initial Lender the Loan

in an amount equal to the Loan Amount (each as hereinafter defined) to refinance

the Mortgaged Property (as hereinafter defined) and to pay certain other fees

and expenses;



          WHEREAS, the initial Lender is unwilling to make the Loan unless

Borrower joins in the execution and delivery of this Agreement, the Note and the

Loan Documents (each as hereinafter defined) to which it is a party which shall

establish the terms and conditions of, and provide security for, the Loan;



          WHEREAS, Borrower has agreed to establish certain accounts and to

grant to the Agent on behalf of, and for the benefit of, the Lenders, a security

interest therein upon the terms and conditions of the security agreement set

forth in Section 2.14; and



          WHEREAS, LaSalle Bank National Association, in its capacity as

Collateral Agent, is willing to join in this Agreement in that capacity.



          NOW, THEREFORE, in consideration of the making of the Loan by the



                                     Page 3

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Lenders and for other good and valuable consideration, the mutual receipt and

legal sufficiency of which are hereby acknowledged, the parties hereby covenant,

agree, represent and warrant as follows:



                                   ARTICLE I.

                               CERTAIN DEFINITIONS



   Section 1.1 Definitions. For all purposes of this Agreement: (1) the

capitalized terms defined in this Article I have the meanings assigned to them

in this Article I and include the plural as well as the singular; (2) all

accounting terms have the meanings assigned to them in accordance with GAAP (as

hereinafter defined); (3) the words "herein", "hereof", and "hereunder" and

other words of similar import refer to this Agreement as a whole and not to any

particular Article, Section, or other subdivision; and (4) the following terms

have the following meanings:



          "Accepted Practices" means such customary practices as commercial

mortgage collateral agents or banks would follow in the normal course of their

business in performing administrative and custodial duties with respect to

collateral which is generally similar to the Account Collateral; provided,

however, that "Accepted Practices" shall not be deemed to include any custodial

practices now followed by Collateral Agent for any such collateral held for its

own account to the extent that such practices are more stringent than the

practices followed by commercial mortgage collateral agents or banks generally.



          "Account Collateral" has the meaning set forth in Section 2.14(a)

hereof.



          "Accounts" means all accounts (as defined in the relevant UCC), now

owned or hereafter acquired by Borrower, and arising out of or in connection

with, the operation of the Mortgaged Property and all other accounts described

in the Management Agreement and all present and future accounts receivable,

inventory accounts, chattel paper, notes, insurance policies, Instruments,

Documents or other rights to payment and all forms of obligations owing at any

time to Borrower thereunder, whether now existing or hereafter created or

otherwise acquired by or on behalf of Borrower, and all Proceeds thereof and all

liens, security interests, guaranties, remedies, privileges and other rights

pertaining thereto, and all rights and remedies of any kind forming the subject

matter of any of the foregoing.



          "Activity Statement" has the meaning set forth in Section 2.12(d).



          "Activity Statement Date" has the meaning set forth in Section

2.12(d).



          "Adjusted Operating Expenses" means, as of any date of calculation,

the Operating Expenses with respect to the Mortgaged Property during the most

recent twelve (12) month period for which such information was furnished to

Agent pursuant to Section 2.12(e) hereof, as the same are adjusted by Agent as

necessary to reflect (1) expenses for management fees equal to the greater of

actual management fees and 4.0% of Gross Revenues, (2) material increases in

future Operating Expenses as reasonably determined by the Agent (with

consideration given to operating costs of comparable buildings within the same

geographic area which provide similar services), (3) an annual minimum

replacement equal to the product of $0.20 and the gross square footage at the

Mortgaged Property and (4) normalized TI Costs and Leasing Commissions

reasonably determined by the Agent based on relevant market data (but not less

than the product of $1.25 and the occupied square footage at the Mortgaged

Property, but subject to a minimum 10% vacancy allowance).



                                     Page 4

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          "Adjusted Operating Revenue" means, as of any date of calculation, the

sum of (A) the Operating Revenues reasonably projected by Borrower to be

received with respect to the Mortgaged Property during the twelve (12) month

period beginning on the first day of the following month and ending on the last

day of the month in which such calculation is being made in the following year

on a pro forma basis from the most recently delivered rent roll based solely

upon the base rent portion of the Rents and recoveries due pursuant to executed

Leases for part or all of such period, but excluding all Rents from any tenant

(a) where the tenant is in monetary or other material default or (b) where the

date for exercising a renewal option has passed and either written evidence of

on-going good faith negotiations for a renewal with the same tenant or an

executed letter or intent specifying the basic business terms with a replacement

tenant cannot be provided by the Borrower and (B) any other income deemed

recurring by Agent with respect to the Mortgaged Property during the most recent

twelve (12) month period for which such information was furnished to the Agent

pursuant to Section 2.12(e) hereof, as the same are adjusted by the Agent as

necessary to reflect (1) a credit loss/vacancy allowance equal to the greater of

10.0% and actual vacancy as reasonably determined by the Agent and (2) with

respect to any Lease other than a Lease to an investment grade rated tenant

which by its terms expires after the Maturity Date, a reduction of above market

Rents to market as reasonably determined by the Agent.



          "Adjusted Property Net Cash Flow" for the Mortgaged Property for any

period shall mean the amount by which Adjusted Operating Revenues exceeds

Adjusted Operating Expenses for such period.



          "Affiliate" of any specified Person means any other Person controlling

or controlled by or under common control with such specified Person. For the

purposes of this definition, "control" when used with respect to any specified

Person means the power to direct the management and policies of such Person,

directly or indirectly, whether through the ownership of voting securities or

other beneficial interests, by contract or otherwise; and the terms

"controlling" and "controlled" have the meanings correlative to the foregoing.



          "Agent" has the meaning provided in the first paragraph of this

Agreement.



          "Agreement" means this Loan Agreement, together with the Schedules and

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