AGREEMENT

 

                                                                   EXHIBIT 10.36

                        AGREEMENT OF PURCHASE AND SALE

          THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of 
this 29th day of August, 1996, by and between LOAN ASSET STRUCTURED TRUST I, a 
Delaware trust ("Seller") and G&L MEDICAL PARTNERSHIP, L.P., a Delaware limited 
partnership ("Buyer").

                                   RECITALS
                                   --------

          A.   Seller is the owner of a building commonly known as 436 North 
Bedford Drive, Beverly Hills, California;

          B.   Buyer desires to purchase such property for the purchase price 
and on the terms and conditions herein set forth.

          NOW, THEREFORE, in consideration of the foregoing and of the mutual 
covenants and conditions contained herein, and for other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
Seller and Buyer agree as follows:

1.0       Sale.
          ----

          1.1  Seller agrees to sell and convey to Buyer, and Buyer agrees to 
purchase from Seller, on the terms and conditions set forth herein:

               1.1.1   By execution and delivery of a Grant Deed to Seller in
the form of the attached Exhibit "A" (the "Grant Deed"), fee simple title to the
                         -----------
real property, all rights appurtenant thereto and improvements located at 436 
North Bedford Drive, Beverly Hills, California and more particularly described 
on the attached Exhibit "B" ( the "Real Property");
                -----------

               1.1.2  By execution and delivery to Buyer of a Bill of Sale in 
the form of Exhibit "C" (the "Bill of Sale"), all personal property, tangible 
            -----------
and intangible, owned by Seller and used in connection with or located on the 
Real Property (the "Personal Property");

               1.1.3  By execution and delivery to Buyer of an Assignment of 
Leases in the form of Exhibit "D" (the "Assignment of Leases"), all leases and 
                      -----------
rental agreements relating to the Real Property, together with all unreturned 
and unapplied deposits paid or payable in connection therewith (the "Leases");

               1.1.4  By execution and delivery to Buyer of an Assignment of 
Service Contracts in the form of Exhibit "E" (the "Assignment of Service 
                                 -----------
Contracts"), those assignable equipment leases, maintenance and service 
contracts and similar agreements for equipment or services relating to or 
required for the use, occupancy or operation of the Real Property (collectively,
the "Service Contracts"); and 

               1.1.5  By execution and delivery to Buyer of an Assignment of 
Contracts, Guaranties, Warranties and Permits in the form of Exhibit "F" (the 
                                                             -----------
"Assignment of Contracts"), all of Seller's right, title, and interest in and to
the following items that relate to the Real Property, all to the extent 
assignable: (i) any and all permits and licenses; (ii) any and all books and 
records relating to the ownership and operation of the Real Property; (iii) all 
existing warranties, if any, on the personal property and the improvements 
located on the Real Property; (iv) all plans, tests, soil tests, reports, 
specifications, engineering plans and reports, and any other architectural or 
engineering data which concern the Real Property acquired from Seller's 
predecessor in interest and which are in the possession of Seller or its agents 
or contractors; (v) any and all unreturned and unapplied deposits or 
prepayments, of any type and for any purpose received from Seller's predecessor 
in interest in the Real Property (either directly or by means of a credit), 
including, without limitation, any and all utility deposits held by any utility 
companies; and (vi) any and all proceeds or rights to proceeds in any threatened
or pending insurance and condemnation proceedings or proceedings in lieu thereof
(collectively, the "Contract Rights").  The Real Property, the Personal 
Property, the Leases, the Service Contracts and the Contract Rights are 
collectively referred to as the "Property".

2.0       Purchase Price.
          --------------

          2.1  The purchase price for the Property is the sum of Seventeen 
Million One Hundred Fifteen Thousand Dollars ($17,115,000) (the "Purchase 
Price").  The Purchase Price shall be paid by Buyer to Seller as follow:

               2.1.1  The sum of Thirty-Five Million Dollars ($35,000,000) shall
be loaned (the "Loan") to Buyer by Nomura Asset Capital Corporation ("NACC") 
pursuant to that certain Amended and Restated Mortgage Loan Agreement dated as 
of August 29, 1996 (the "Loan Agreement") between Buyer and NACC of which 
$15,200,000 shall be applied towards the Purchase Price.  The Loan will be 
secured by, among other things, a first priority Deed of Trust encumbering the 
Property, all as further provided in the Loan Agreement.

               2.1.2  The balance of the Purchase Price shall be paid by Buyer 
to Seller in cash.

          2.2  All funds (other than Loan funds applied toward the Purchase 
Price) to be paid pursuant to the terms of this Agreement shall be paid in cash 
or by wire transfer.

3.0       Closing; Title.
          --------------

          3.1  The transactions contemplated herein shall close on August 29, 
1996 (the "Closing Date").  Time is specifically of the essence as to the 
Closing Date and the Closing Date shall not be extended except by the mutual 
written agreement of Buyer and Seller.

          3.2  Buyer agrees to accept title to the Real Property (and the Grant 
Deed shall so recite) subject to (i) all presently existing and future liens 
against the Real Property for unpaid real estate taxes (and supplemental taxes),
assessments, bonds and water and sewer charges, which shall be prorated as 
provided in this Agreement; (ii) all present and future

                                      -2-

zoning, building, environmental and other laws, ordinances, codes and
regulations of any governmental agency having jurisdiction; (iii) covenants,
conditions, restrictions, easements and other matters of record as of the
Closing Date; (iv) such facts as an accurate, current survey of the Real
Property and a personal inspection thereof would disclose and all facts and
matters otherwise known to Buyer; and (v) such other matters as are approved by
Buyer pursuant to the terms of this Agreement.

     3.3  Buyer may, at its option and at its sole expense, obtain an owner's 
coverage title insurance policy and such title endorsements as Buyer may desire.

4.0  Seller's Deliveries.
     -------------------

     4.1  At the closing, Seller shall deliver to Buyer:

          4.1.1  The Grant Deed;

          4.1.2  The Bill of Sale;

          4.1.3  The Assignment of Leases;

          4.1.4  The Assignment of Service Contracts;

          4.1.5  The Assignment of Contracts;

          4.1.6  Possession of the Property (on the Closing Date);

          4.1.7  An executed Substitution of Trustee and Full Reconveyance of 
the Deed of Trust with Assignment of Rents, Security Agreement and Fixture 
Filing dated as of August 13, 1990 made by G&L Development, a California general
partnership, as trustor, to Ticor Title Insurance Company of California, as 
trustee, for the benefit of The Yasuda Trust & Banking Co., Ltd., Los Angeles 
Agency, as beneficiary ("Yasuda"), and assigned to the Seller;

          4.1.8  An executed termination of the financing statement executed by 
G&L Realty Partnership, L.P., in favor of Yasuda and assigned to the Seller;

          4.1.9  Such other instruments or instructions as are reasonably 
necessary or appropriate in order to complete Seller's performance hereunder and
to consummate this transaction; and

          4.1.10 Such other documents required of Seller under the terms of this
Agreement.

     4.2  On the Closing Date or as soon as reasonably practicable thereafter,
Seller shall deliver to Buyer that certain Promissory Note dated August 13, 1990
made by Buyer in favor of Yasuda, marked "Paid."

                                      -3-

5.0       Buyer's Deliveries.
          ------------------

          5.1   On or before the Closing Date, Buyer shall deliver to Seller:

                5.1.1   Such sums as are required to be paid by Buyer pursuant 
to Paragraph 2.0 hereof, plus such additional funds as are required to pay 
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costs and charges payable by Buyer hereunder and under the Loan Agreement, less 
any credit to which Buyer is entitled under the terms hereof;

                5.1.2   The Assignment of Leases;

                5.1.3   The Assignment of Service Contracts;

                5.1.4   The Assignment of Contracts;

                5.1.5   Such other instruments or instructions as are reasonably
necessary or appropriate in order to complete Buyer's performance hereunder and 
to consummate this transaction;

                5.1.6   Such documents, instruments, deeds of trust, financing
statements and agreements necessary or required under the Loan Agreement; and 
  
                5.1.7   Such other documents required of Buyer under the terms 
of this Agreement.

6.0       Seller's Conditions.
          -------------------

          6.1   Seller's obligations under this Agreement, and the consummation 
of the transactions contemplated hereby, are subject to the satisfaction by 
Buyer or waiver by Seller of the following conditions precedent:

                6.1.1   Buyer shall have delivered to Seller all of the funds, 
documents and other things described in Paragraph 5.0 hereof or otherwise 
                                        -------------
required under this Agreement and shall have delivered to NACC all of the funds,
documents and other things required under the Loan Agreement;

                6.1.2   Closing of the Loan in accordance with the terms of the 
Loan Agreement;

                6.1.3   Chicago Title Insurance Company or such other title 
insurer as may be acceptable to NACC ("Title Company") shall have
unconditionally agreed, upon recordation of the Grant Deed and the Mortgages (as
defined in the Loan Agreement) in the Official Records, to issue its ALTA Policy
of Title Insurance together with such endorsements thereto as may be required by
NACC (the "Title Policy") showing fee simple title vested in Buyer and insuring
the first priority of the Liens (as defined in the Loan Agreement) created under
the Mortgages as required under the Loan Agreement; and

                                      -4-

               6.1.4  Buyer and Seller shall have agreed in writing upon the 
prorations to be made pursuant to Paragraph 10.0 hereof.
                                  --------------

7.0       Buyer's Conditions.
          ------------------
     
          7.1  Buyer's obligations under this Agreement, and the consummation of
the transactions contemplated hereby, are subject to the satisfaction by Seller 
or waiver by Buyer of the following conditions precedent:

               7.1.1  Seller shall have delivered to Buyer all of the funds, 
documents and other things described in Paragraph 5.0 hereof or otherwise 
                                        -------------
required under this Agreement;

               7.1.2  Chicago Title Insurance Company or such other title 
insurer as may be acceptable to Buyer shall have unconditionally agreed, upon 
recordation of the Grant Deed and the Mortgages (as defined in the Loan 
Agreement) in the Official Records, to issue its CLTA Policy of Title Insurance 
together with such endorsements thereto as may be required by Buyer; and

               7.1.3  Seller and Buyer shall have agreed in writing upon the 
prorations to be made pursuant to Paragraph 10.0 hereof.
                                  --------------

8.0       Actions at Closing.
          ------------------

          8.1  At the closing:

               8.1.1  The Title Company shall cause the Grant Deed and 
Mortgages to be recorded in the official records of Los Angeles County (and as 
otherwise required);

               8.1.2  The Title Company shall deliver to NACC the original of 
the Title Policy, or a binder or commitment therefor in form and substance 
satisfactory to NACC in its sole and absolute discretion as required under the 
Loan Agreement; and

               8.1.3  Buyer and Seller shall deliver to the other all funds and 
documents provided hereunder.

9.0       Closing Costs.
          -------------

          9.1  Buyer shall pay all costs and expenses arising from or relating 
to the transactions contemplated in this Agreement, including, but not limited 
to (i) the premium for all title policies required by Buyer, or required by NACC
under the Loan Agreement, (ii) any documentary transfer taxes to be paid in 
connection with the transactions contemplated by this Agreement, (iii) the cost 
of recording the Grant Deed, the Mortgages and all other documents and 
instruments required hereunder and under the Loan Agreement, and (iv) all of 
Seller's and NACC's incidental expenses (including attorneys' fees and expenses)
incurred in connection with the preparation, negotiation and closing of this 
Agreement and the Loan Agreement and the transactions contemplated by this 
Agreement and the Loan Agreement.

                                      -5-

          9.2  Buyer shall pay its own incidental costs (including attorneys'
fees and expenses) incurred in connection with the preparation, negotiation and
closing of this Agreement and the transactions contemplated by this Agreement.

10.0      Prorations And Adjustments.
          --------------------------

          10.1 Property taxes, bonds and assessments levied or assessed against 
the Property shall be prorated as of the Closing Date.  All taxes, bonds, 
assessments and supplemental taxes due and payable following the Closing Date 
shall be assumed and/or paid by Buyer.

          10.2 All revenues and expenses, if any, of the Property shall be 
prorated and apportioned as of 12:01 A.M. Los Angeles time on the Closing Date 
so that Seller shall bear all expenses incurred by Seller with respect to the 
Property and shall have the benefit of all income with respect to the Property 
from the date Seller acquired title to the Property through and including the 
time of proration.  All prorations shall be agreed upon in writing by Buyer and 
Seller as a condition to the closing of this Agreement.  Any revenue or expense 
amount which cannot be ascertained with certainty as of the Closing Date shall 
be prorated on the basis of the parties' reasonable estimates of such amount and
shall be the subject of a final proration thirty (30) calendar days after the 
Closing Date, or as soon thereafter as the precise amounts can be ascertained.  
Either party owing money to the other party based on any adjustments to the 
prorations shall promptly pay such sum upon demand, together with interest at 
the maximum legal rate if payment is not made within ten (10) calendar days 
following such demand.

          10.3 Prepaid rents and refundable security deposits, if any, under the
Leases shall be credited to Buyer, and Buyer shall give a receipt to Seller for
such deposits. Rents in arrears, which are attributable to Seller's period of
ownership of the Property, shall not be prorated, but shall be paid to Seller by
Buyer when collected by Buyer, such payment to occur every thirty (30) calendar
days following the Closing Date. The first monies received by Buyer from each
tenant after the Closing Date shall be applied first to current rent, and the
balance, if any, shall be paid to Seller for rent in arrears. Buyer's
obligations under Paragraph 10.3 shall expire one hundred twenty (120) days
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after Closing Date.

          10.4 Expenses to be prorated shall include all taxes and assessments 
upon the Property, personal property taxes relating to the Personal Property, 
premiums for insurance relating to the Property if such policies remain in 
effect following the Closing Date, rents payable under all leases and rental 
agreements relating to the Property, charges under the Service Contracts to be 
assigned to Buyer pursuant to the Assignment of Service Contracts, water, sewer,
gas, electricity, telephone and other utility charges, any unfixed meter 
charges, if any (apportioned on the basis of the last meter reading), license 
and permit fees and other expenses customarily prorated in the County of Los 
Angeles.

          10.5 All prorations, unless otherwise provided herein, shall be on an 
accrual basis and based upon actual elapsed calendar days.  The provisions of 
Paragraph 10.0 hereof
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                                      -6-

shall survive the Closing Date and the closing of the transactions contemplated 
hereby, including, without limitation, the execution, delivery and recordation 
of the Grant Deed.

11.0      No Warranties and Representations.
          ---------------------------------

          11.1  Seller and Buyer further agree as follows:

                11.1.1  Buyer acknowledges and agrees that, except as provided 
in Paragraph 11.1.3, Seller and its affiliates and its and their officers, 
   ----------------
directors, shareholders, agents, employees, attorneys, successors and assigns 
have made no warranties, representations, guaranties, promises, statements, 
admissions or inducements whatsoever, express, implied or statutory, written or 
oral, including, without limitation, any implied warranty of merchantability or 
fitness for any use or purpose, with respect to or concerning the Property, or 
any part thereof, including, without limitation:

                (a)     The physical condition and size of the Property, 
including, without limitation, any patent or latent defects, subsurface soil 
conditions, or hazardous or toxic wastes, substances or materials;
 
                (b)     Any governmental limitations, restrictions, permits, 
licenses, land use controls, subdivision map act or other laws, rules or 
regulations of any governmental agency having jurisdiction applicable to the 
Property, or the absence thereof;

                (c)     The income, expenses, value, profitability or operation 
of the Property; or
 
                (d)     Any matters concerning the status of title to the 
Property.

                11.1.2  Buyer warrants, represents and agrees, which warranties,
representations and agreements shall survive the Closing Date, that:

                (a)     It is purchasing the Property in its "AS IS, WHERE IS" 
condition as of the date of this Agreement, and that Buyer is investing in the 
Property solely in reliance upon Buyer's own investigations and evaluation 
thereof;

                (b)     As of the Closing Date, it shall have independently 
investigated, analyzed and appraised to its satisfaction the value, 
profitability and condition of the Property, including, without limitation, the 
geological and soil condition of the Real Property, the fitness or suitability 
of the Property for Buyer's intended use of the Property, and all environmental 
matters relating to the Real Property (including, but not limited to, the 
presence or absence of asbestos, toxic or hazardous substances) and that no 
representations of any kind (whether oral or written, express or implied) have 
been made by Seller to Buyer;

                (c)     As of the Closing Date, it shall have inspected, 
examined and investigated to its satisfaction all laws, ordinances and 
governmental rules and regulations relating to or affecting the Property, 
including, without limitation, all environmental laws,

                                      -7-

rules and regulations, and is purchasing the Property subject to any violation, 
if any, thereof; and

                      (d)    Buyer understands and acknowledges that (i) Seller
has acquired the Property by deed in lieu of foreclosure; and (ii) Seller has
made and makes no warranties or representations of any kind, express, implied or
statutory, in connection with the title acquired by Seller through such deed in
lieu of foreclosure. To induce Seller to enter into this Agreement, and as
material consideration therefor, Buyer acknowledges and agrees that Seller shall
have no obligations or liability whatsoever regarding the title to, or
encumbrances on, the Property, and that, in the event of any claims, demands,
damages or disputes with respect thereto following the Closing Date, Buyer shall
look solely to the title company providing title insurance to Buyer. Provided,
further, Seller shall have no responsibility or liability for any lease, rental
agreement, occupancy agreement, contract or agreement relating to the Property
entered into by Seller's predecessor in title.

                    11.1.3  Buyer and Seller each represent and warrant that
they have obtained or will obtain prior to the Closing Date all required
consents, releases, permissions and authorizations to execute and deliver this
Agreement and will carry out their respective obligations hereunder, and that
this Agreement, upon execution, shall be binding and enforceable according to
its terms, by and upon Seller and Buyer, respectively. The provisions of
Paragraph 11.0 hereof shall survive the Closing Date and the closing of the
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transactions contemplated hereby, including, without limitation, the execution,
delivery and recordation of the Grant Deed.

12.0           Indemnity.
               ---------

               12.1  Buyer, and G&L Realty Partnership, L.P., a Delaware limited
partnership and G&L Realty Corp., a Maryland corporation (collectively, the
"REIT"), each hereby (i) unconditionally release and forever discharge, and (ii)
jointly and severally agree forever to indemnify, defend (with counsel
reasonably acceptable to Seller) and hold harmless, Seller and its affiliates
and its and their officers, directors, shareholders, agents, employees,
attorneys, successors and assigns from and against any and all claims, demands,
obligations, liabilities, suits, causes of action, damages, costs, losses and
expenses of every type, kind, nature, description or character, however and
whenever arising or occurring, including, without limitation, attorneys' fees
and costs, arising from, relating to or in connection with the Property, this
Agreement, the transactions contemplated hereby, the Agreement for Deed in Lieu
of Foreclosure dated as of May 24, 1996 (the "Deed in Lieu Agreement") between
the Seller and G&L Realty Partnership, L.P. and the transactions contemplated
thereby, except for liabilities caused by Seller's gross negligence or willful
misconduct with respect to the Property.

               12.2   Buyer hereby agrees and acknowledges that:

                      (a)  Buyer has been advised by Seller to seek the advice
of Buyer's own tax attorney or certified public accountant for determination of
any income tax

                                      -8-

consequences which may arise from the execution and delivery of this Agreement, 
or the consummation of the transactions contemplated hereby; and

                      (b)  Seller shall not be responsible or liable for any 
income tax consequences to Buyer or the REIT or the partners of Buyer, or the 
shareholder or partners of the REIT or any other person, which may arise from 
the execution and delivery of this Agreement, the Deed in Lieu Agreement or the 
consummation of the transactions contemplated hereby or thereby.  Buyer and the 
REIT each hereby jointly and severally agree forever to indemnify, defend (with 
counsel reasonably acceptable to Seller) and hold harmless, Seller and its 
affiliates and its and their officers, directors, shareholders, agents, 
employees, attorneys, successors and assigns from and against any and all 
claims, demands, obligations, liabilities, suits, causes of action, damages, 
costs, losses or expenses of every type, kind, nature, description or character,
however and whenever arising or occurring, including, without limitation, 
attorneys' fees and costs, arising from, relating to or in connection with any 
income tax consequences to Buyer, the REIT or any other partner(s) of Buyer, or 
the shareholders and partners of the REIT or any other person, resulting from 
the execution and delivery of this Agreement and/or the Deed in Lieu Agreement, 
or the consummation of the transactions contemplated hereby or thereby, whether 
such income tax consequences are intended or unintended, anticipated or 
unanticipated, foreseen or unforeseen, and desired or undesired.  As used in 
this Paragraph 12.2, the term "income tax consequences" shall refer to any taxes
     --------------
imposed in accordance with the Internal Revenue Code of 1986, as amended, the 
California Revenue & Taxation Code, as amended, and the taxing power and 
authority of any other jurisdiction, foreign or domestic, against Buyer, the 
REIT or any other partner(s) of Buyer, or the shareholders and partners of the 
REIT and such other persons, and shall include specifically any taxes imposed 
upon income arising from, relating to or in connection with the transfer of the 
Property and any distributions required in connection therewith.  Under no 
circumstances shall Seller be responsible or liable for any consequential, 
punitive or special damages, whether or not foreseeable, that may  be suffered 
by Buyer, the REIT or any other partner(s) of Buyer, or the shareholders and 
partners of the REIT and such other partner(s), as a direct or indirect result 
of such income tax consequences.

          12.3 Buyer and the REIT jointly and severally agree to indemnify, 
defend (with counsel acceptable to Seller) and save harmless Seller and its 
affiliates and its and their officers, directors, shareholders, agents, 
employees, attorneys, successors and assigns from and against any and all 
damages, losses, liabilities, obligations, penalties, claims, demands, 
judgments, suits, proceedings, expenditures, costs, disbursements or expenses 
(including, without limitation, all costs of investigations, monitoring, 
clean-up, remediation, removal, restoration, court costs and attorneys' and 
experts' fees and expenses) of any kind or nature whatsoever (collectively, the 
"Indemnified Matters") which may, at any time or from time to time, be imposed 
upon, incurred by or asserted or awarded against Seller or any such person, by 
reason of, or arising from or out of:

                           (i)  the presence of any Hazardous Materials at, on, 
in, above, under or affecting all or any portion of the Property, without regard
to the source or origin of such discharge or the ownership of the Property at 
the time of the violation or presence of such Hazardous Materials;

                                      -9-

                         (ii)   the discharge of any Hazardous Materials from 
the Property into or onto any lands, surface waters, ground waters or air space 
adjacent to or in the vicinity of the Property;

                         (iii)  the violation of any Hazardous Materials Law at,
on, in, above, under or affecting all or any portion of the Property; and

                         (iv)   Seller's enforcement (or attempted enforcement) 
of any of the provisions of this indemnity or the assertion by any of the 
Indemnitors of any defense to their obligations hereunder; 

provided, that Indemnified Matters shall not include any liabilities caused by 
Seller's gross negligence or willful misconduct during its ownership of the 
Property.

               As used herein, the following terms shall have the following 
meanings:

               "Governmental Authority" means the United States of America, any
                ---------------------- 
State thereof, any political subdivision of either of them, any agency,
department, commission, court, board, bureau or instrumentality of any of them,
or any quasi-public agency established by any of the foregoing, including,
without limitation, any insurance rating organization or board of fire
underwriters which exercises jurisdiction over the Property.

               "Hazardous Materials" means any chemical, material or substance 
                -------------------
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "regulated substances", "extremely hazardous 
waste", "restricted hazardous waste", or "toxic substances" or words of similar
import under any applicable local, state or federal law as now or at any
time hereafter in effect or under the regulations adopted or publications
promulgated pursuant thereto, including, but not limited to, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Sec. 9601, et seq.; the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. Sec. 1801, et seq.; the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Sec. 6901, et seq.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Sec. 1251, et seq.; and all state and local
statutes of like import as now or at anytime hereafter in effect. Without
limiting the generality of the foregoing, the term "Hazardous Materials" shall
include, to the extent such materials are regulated by any Hazardous Materials
Law, (a) any oil, flammable substances, explosives, radioactive materials,
hazardous wastes, chemicals, or substances, or toxic wastes; (b) asbestos in any
form; (c) urea formaldehyde foam insulation; (d) lead, in paint or drinking
water; (e) transformers and other equipment which contain polychlorinated
biphenyls; (f) radon gas; and (g) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which poses a hazard to the health or safety of the occupants of
the Property or the owners and/or occupants of property adjacent to or
surrounding the Property.

               "Hazardous Materials Law" means any federal, state or local law,
                -----------------------
rule, ordinance, regulation, permit, order, decision, or policy as now or at any
time hereafter in effect relating to any Hazardous Materials (including, without
limitation, the use, generation,

                                     -10-

treatment, handling, transportation, production, disposal, discharge, removal, 
remediation or storage thereof).

          12.4  With respect to each of the releases set forth in this
Agreement, Buyer and the REIT each waive the provisions of Section 1542 of the
California Civil Code which provides:

          "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR."

          12.5  The provisions of Paragraph 12.0 hereof shall survive the 
                                  --------------
Closing Date and the closing of the transactions contemplated hereby, including,
without limitation, the execution, delivery and recordation of the Grant Deed.

13.0      Assignment.
          ----------

          Buyer may not voluntarily or involuntarily assign its rights under 
this Agreement without Seller's prior written consent, which consent may be 
withheld in Seller's sole discretion.  Any assignment without Seller's consent 
shall be null and void, and shall constitute a default under this Agreement.  In
the event Seller approves any assignment, the assignee shall assume all rights 
and obligations of Buyer under this Agreement in writing, and Buyer shall not be
relieved of its obligations hereunder.  Subject to the provisions hereof, this 
Agreement shall be binding upon and shall inure to the benefit of the parties 
hereto, and their heirs, estates, successors and assigns.

14.0      Broker's Commission.
          -------------------

          Buyer and Seller each represent to the other that neither has had any 
dealings with any person, firm, broker or finder in connection with the 
negotiation of this Agreement and/or the consummation of the purchase and sale 
contemplated hereby, and no broker or other person, firm or entity is entitled 
to any commission or finder's fee in connection with this transaction.  Buyer 
and Seller do each hereby indemnify, defend and hold the other harmless from and
against any costs, expenses or liability for compensation, commissions or 
charges that may be claimed by any broker, finder or other similar party, by 
reason of any dealings or actions of the indemnifying party.

15.0      Entire Agreement.
          ----------------

          This Agreement and the exhibits attached hereto constitute the 
complete agreement of the parties with respect to the subject matter referred to
herein and supersede all prior or contemporaneous negotiations, promises, 
covenants, agreements or representations of every nature whatsoever with 
respect thereto, all of which have become merged and finally integrated into 
this Agreement and, to the extent not included herein, and hereby released,

                                     -11-

waived and relinquished.  Each of the parties understands that in the event of 
any subsequent litigation, controversy or dispute concerning any of the terms, 
conditions or provisions of this Agreement, no party shall be permitted to offer
or introduce any evidence concerning any other oral or written promises or 
agreements between the parties relating to the subject matter of this Agreement
not included herein.  This Agreement cannot be amended, modified or supplemented
except by a written document signed by all parties hereto.

16.0      Savings Clause.
          --------------

          In the event any of the terms, conditions or covenants contained in 
this Agreement shall be held to be invalid, then any such invalidity shall not 
affect any other term, condition or covenant contained herein (or therein), and 
any such term, condition or covenant shall remain in full force and effect.

17.0      Attorneys' Fees.
          ---------------

          If any party files an action to enforce or construe the provisions of 
this Agreement, then, as between Buyer and Seller, the prevailing party shall be
entitled to recover from the other all of its costs and reasonable attorneys' 
fees, including in connection with any appeal, in any bankruptcy case or 
proceeding, or the enforcement of any judgment.

18.0      Additional Assurances.
          ---------------------

          Buyer and Seller agree to execute all other documents and instruments 
and to take all other action, including deposit of funds, in addition to such 
funds as may be specifically provided herein, as may be required in order to 
consummate the purchase and sale herein contemplated, and shall use their best 
efforts to accomplish the purchase and sale herein contemplated in accordance 
with the provisions hereof.

19.0      No Waiver.
          ---------

          The waiver by either party of the performance of any covenant, 
condition or promise shall not invalidate this Agreement, nor shall it be 
construed as a waiver of any other covenant, condition or promise herein.  The 
waiver by either party of the time for performing any act shall not constitute a
waiver of the time for performing any other act or any incidental act required 
to be performed at a later time.  The delay or forbearance by either party in 
exercising any remedy or right, the time for the exercise of which is not 
specifically and expressly limited or specified in this Agreement, shall not be 
considered a waiver of, or an estoppel against, the later exercise of any such 
remedy or right.

20.0      Miscellaneous.
          -------------

          20.1  Gender and Person.  Whenever the context of this Agreement so
                -----------------
requires, the neuter shall include the masculine and the feminine; the masculine
shall include the neuter and the feminine; the feminine shall include the neuter
and the masculine; the singular shall include the plural; and the plural shall 
include the singular.  If this Agreement is now or hereafter executed by more 
than one party or person, it shall be the joint and several

                                     -12-

obligation of such parties or persons.  The meaning of the term "Property" shall
include, without limitation, "or any part thereof".  The meaning of the term 
"REIT" shall include "and each of them".

          20.2 Notices.  All notices, requests and demands required to be given 
hereunder shall be in writing and shall be personally delivered or sent by 
courier, by overnight mail, by registered or certified mail, postage prepaid or 
by prepaid telex, telecopy or telegram and shall be deemed to be given on the 
day such writing is received by the intended recipient thereof.  Unless 
otherwise specified in writing, notices, demands, instructions and other written
communications shall be made upon each party at its address indicated below:

         To Seller:                Wilmington Trust Company
                                   Rodney Square North
                                   1100 North Market Street
                                   Wilmington, Delaware 19890-00001
                                   Attention:  Corporate Trust Administration,
                                   Mr. David A. Varaskey, Jr.

         With a copy to:           Nomura Asset Capital Corporation
                                   2 World Financial Center
                                   Building B
                                   New York, New York  10281-1198
                                   Attention:  Ms. Sheryl McAfee and 
                                   Mr. Barry Funt

         With a copy to:           Michael A Santoro, Esq.
                                   Cadwalader, Wickersham & Taft
                                   660 South Figueroa Street, Suite 2300
                                   Los Angeles, California  90017
                                   Telephone:  (213) 955-4767
                                   Facsimile:  (213) 955-4666

         To Buyer:                 G&L Medical Partnership, L.P.
                                   439 North Bedford Drive
                                   Beverly Hills, California  90210
                                   Attention:  Mr. Gary Grabel
 
         With a copy to:           Gibson, Dunn & Crutcher LLP
                                   333 South Grand Avenue
                                   Los Angeles, California  90071
                                   Attention:  Jeff Hudson, Esq.

          20.3 Exhibits.  All exhibits attached hereto are incorporated into 
               --------
this Agreement and made a part hereof.

          20.4 Time Of Essence.  Time is of the essence in the performance of 
               ---------------
the obligations hereunder and the Close of Escrow.

                                     -13-

          20.5   Survival Of Agreements.  All covenants, representations, 
                 ----------------------
warranties and agreements contained in this Agreement shall survive the Close of
Escrow, the termination of escrow in accordance with the terms hereof, the 
delivery of documents and any performance on account of the obligations set 
forth herein.

          20.6   No Recording.  The parties hereto agree that neither this 
                 ------------
Agreement nor any memorandum or notice hereof shall be recorded.  Buyer and 
Seller further agree that the recording of this Agreement, or of any memorandum 
or notice thereof, by or at the insistence of Buyer without Seller's prior 
written consent, shall constitute, at Seller's election, a default by Buyer 
hereunder.  Upon Seller's giving notice of such default to Buyer, this Agreement
shall terminate and be of no further force or effect.  The recording of such 
notice shall be deemed sufficient and adequate notice to third parties that this
Agreement is void and of no further force or effect.

          20.7   Paragraph Headings.  The headings preceding each of the above 
                 ------------------
paragraphs are for convenience only and shall not be considered in the 
construction or interpretation of this Agreement.

          20.8   Counterparts.  This Agreement may be executed in several 
                 ------------
counterparts, each of which shall be deemed an original, and all of which 
together shall constitute one and the same instrument.

          20.9   Interpretation.  Buyer and Seller, and their respective 
                 --------------
counsel, have read and reviewed this Agreement and all have participated and 
cooperated in the drafting and preparation hereof.  Hence, Buyer and Seller 
agree that any rule of construction, to the effect that ambiguities are to be 
resolved against the drafting party, shall not apply to the interpretation of 
this Agreement.

          20.10  Governing Law.  This Agreement and the instruments referenced 
                 -------------
herein shall be construed in accordance with and governed by the laws of the 
State of California, without regard to California principles of conflicts of 
laws.  THE PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL FOR ANY 
CONTROVERSY ARISING OUT OF THIS AGREEMENT, THE PROPERTY AND THE LOAN AGREEMENT.

                                     -14-

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 
day and year first above written.

                                           SELLER:

                                           LOAN ASSET STRUCTURED TRUST I,
                                           a Delaware trust

                                           By: WILMINGTON TRUST COMPANY,
                                               not in its individual capacity,
                                               but solely as owner trustee

                                               By: /s/ John M. Burke
                                                   --------------------------
                                                   Name:
                                                        ---------------------
                                                   Title:
                                                         --------------------

                                           BUYER:

                                           G&L MEDICAL PARTNERSHIP, L.P.,
                                           a Delaware limited partnership

                                           By: G&L Medical, Inc.
                                               a Delaware corporation,
                                               its general partner

                                               By: /s/ Gary Grabel
                                                  --------------------------
                                                  Gary Grabel
                                                  Executive Vice President

The undersigned have executed this Agreement solely for the purpose of agreeing 
to the provisions of Paragraph 11.
                     ------------

                                           REIT:
 
                                           G&L REALTY CORP.,
                                           a Maryland corporation

                                           By: /s/ Gary Grabel
                                              -----------------------------
                                              Gary Grabel
                                              Senior Vice President

                                           G&L REALTY PARTNERSHIP, L.P.,
                                           a Delaware limited partnership

                                           By: G&L Realty Corp.,
                                               a Maryland corporation,
                                               its general partner

                                               By: /s/ Gary Grabel
                                                  ----------------------------
                                                  Gary Grabel
                                                  Senior Vice President

                                     -15-

                             SCHEDULE OF EXHIBITS
                             --------------------

Exhibit "A" - Form of Grant Deed

Exhibit "B" - Legal Description of the Real Property

Exhibit "C" - Form of Bill of Sale

Exhibit "D" - Form of Assignment of Leases

Exhibit "E" - Form of Assignment of Service Contracts

Exhibit "F" - Form of Assignment of Contracts, Guaranties, Warranties, and 
              Permits

                                   EXHIBIT A

                              FORM OF GRANT DEED

                                      A-1

                                   EXHIBIT B

                    LEGAL DESCRIPTION OF THE REAL PROPERTY

                                      B-1

                                   EXHIBIT C

                             FORM OF BILL OF SALE

                                      C-1

                                   EXHIBIT D

                         FORM OF ASSIGNMENT OF LEASES

                                      D-1

                                   EXHIBIT E

                    FORM OF ASSIGNMENT OF SERVICE CONTRACTS

                                      E-1

                                   EXHIBIT F

     FORM OF ASSIGNMENT OF CONTRACTS, GUARANTIES, WARRANTIES, AND PERMITS

                                      F-1 

Basic Info X:

Name: AGREEMENT
Type: Agreement
Date: Sept. 10, 1996
Company: G&L REALTY CORP
State: Maryland

Other info:

Date:

  • 29th day of August , 1996
  • August 29 , 1996
  • August 13 , 1990
  • May 24 , 1996

Organization:

  • Buyer of an Assignment of Service
  • Deed of Trust
  • G & L Development
  • Ticor Title Insurance Company of California
  • The Yasuda Trust & Banking Co.
  • The Assignment of Service
  • 6.1.3 Chicago Title Insurance Company
  • ALTA Policy of Title Insurance
  • 7.1.2 Chicago Title Insurance Company
  • CLTA Policy of Title Insurance
  • Property for Buyer
  • Seller and G & L Realty Partnership
  • California Revenue & Taxation Code
  • Comprehensive Environmental Response
  • Wilmington Trust Company Rodney Square North
  • Nomura Asset Capital Corporation 2 World Financial Center
  • Wickersham & Taft 660 South Figueroa Street
  • G & L Medical Partnership
  • L.P. 439 North Bedford Drive
  • Dunn & Crutcher LLP
  • Time Of Essence
  • Close of Escrow
  • G & L Medical , Inc.
  • G & L Realty Corp.

Location:

  • Los Angeles Agency
  • Yasuda
  • Los Angeles County
  • A.M. Los Angeles
  • United States of America
  • New York
  • Beverly Hills
  • South Grand Avenue Los Angeles
  • Esq
  • State of California
  • WILMINGTON
  • L.P.
  • Delaware
  • Maryland

Money:

  • $ 17,115,000
  • Thirty-Five Million Dollars
  • $ 35,000,000
  • $ 15,200,000

Person:

  • David A. Varaskey
  • Sheryl McAfee
  • Barry Funt
  • Michael A Santoro
  • Gibson
  • Jeff Hudson
  • John M. Burke
  • Gary Grabel