SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                 Date of earliest event reported: April 23, 1998
                         Date of Report: May 1, 1998

                       First Industrial Realty Trust, Inc.
             (Exact name of registrant as specified in its charter)

Maryland                               1-13102                  36-3935116
(State or other                    (Reporting File           (I.R.S. Employer
jurisdiction of organization)          Number)              Identification No.)

311 South Wacker Drive, Suite 4000
Chicago, Illinois                                                      60606
(Address of principal executive offices)                            (Zip Code)

                                 (312) 344-4300

              (Registrant's telephone number, including area code)





                                      -2-

          Item 7.  Financial Statements and Exhibits

          (c) Exhibits

         Exhibit
         Number            Exhibit
         ------            -------

           1.1             Purchase Agreement, dated April 23, 1998, relating to
                           1,112,644  shares of Common Stock, par value $.01 per
                           share (the "Common Stock"),  between First Industrial
                           Realty Trust, Inc. (the "Company"), First Industrial,
                           L.P. (the "Operating Partnership") and Merrill Lynch,
                           Pierce,    Fenner   &   Smith    Incorporated    (the
                           "Purchaser").

           4.1             Registration Rights Agreement,  dated April 29, 1998,
                           relating to the Common  Stock,  between the  Company,
                           the Operating Partnership and the Purchaser.




                                      -3-

                                   SIGNATURES
                                   ----------


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                    FIRST INDUSTRIAL REALTY TRUST, INC.

                                    By:   /s/Michael J. Havala
                                           -------------------------------
                                           Name:   Michael J. Havala
                                           Title:  Chief Financial Officer
                                                   and Secretary


Date:    May 1, 1998






                                  Exhibit Index
                                  -------------


Exhibit
- -------
Number            Exhibit
- ------            -------

   1.1            Purchase   Agreement,   dated  April  23,  1998,  relating  to
                  1,112,644  shares of Common  Stock,  between the Company,  the
                  Operating Partnership and the Purchaser.

   4.1            Registration Rights Agreement,  dated April 29, 1998, relating
                  to the  Common  Stock,  between  the  Company,  the  Operating
                  Partnership and the Purchaser.


================================================================================









                       FIRST INDUSTRIAL REALTY TRUST, INC.

                            (a Maryland corporation)



                                  Common Stock



                               PURCHASE AGREEMENT



                              Dated: April 23, 1998











================================================================================




                                1,112,644 Shares

                                 of Common Stock


                               PURCHASE AGREEMENT
                               ------------------


                                                                  April 23, 1998


MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

                  First Industrial  Realty Trust,  Inc., a Maryland  corporation
(the  "Company"),  confirms its agreement to issue and sell 1,112,644  shares of
Common Stock, par value $.01 per share (the "Shares"), to Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Purchaser").  The Purchaser intends to deposit
the Shares with the trustee of the Equity  Investor  Fund Cohen & Steers  Realty
Majors  Portfolio (a Unit  Investment  Trust) (the "Trust"),  a registered  unit
investment trust under the Investment Company Act of 1940, as amended, for which
the Purchaser acts as sponsor and depositor, in exchange for units in the Trust.
The  Shares to be  outstanding  after  giving  effect to the sales  contemplated
hereby are  hereinafter  referred to as the "Common  Stock."  First  Industrial,
L.P., a Delaware  limited  partnership  of which the Company is the sole general
partner, is hereinafter referred to as the "Operating Partnership."

                  1.     Offering  Memorandum.  The Shares are to be offered and
sold to the Purchaser without being registered under the Securities Act of 1933,
as amended (the  "Securities  Act"), in reliance upon exemptions  therefrom.  In
connection  with the  issuance of the  Shares,  the  Company  has  prepared  and
delivered to the Purchaser a copy of a private placement  memorandum dated as of
the date hereof (as amended or  supplemented,  the "Offering  Memorandum").  The
Offering  Memorandum is deemed to include all exhibits thereto and any documents
incorporated therein by reference. All references in this Agreement to financial
statements and schedules and other information which are "contained," "included"
or "stated" in the  Offering  Memorandum  (or other  references  of like import)
shall be deemed to mean and include all such financial  statements and schedules
and other  information  which are  included as exhibits  to or  incorporated  by
reference in the Offering  Memorandum;  and all  references in this Agreement to
amendments or supplements to the Offering Memorandum shall be deemed to mean and
include the filing of any  document  under the  Securities  Exchange Act of 1934
(the  "Exchange  Act")  which  is  incorporated  by  reference  in the  Offering
Memorandum.  Capitalized  terms used but not  otherwise  defined  shall have the
meanings given to those terms in the Offering Memorandum.

                  2.     Agreements  to Sell and  Purchase.  On the basis of the
representations and warranties  contained in this Agreement,  and subject to its
terms and  conditions,  the Company  agrees 




to issue and sell the  Shares  and the  Purchaser  agrees to  purchase  from the
Company at a price per share of $30.9122 (the "Purchase  Price"),  the number of
Shares set forth in the first paragraph hereto.

                  3.     Terms of Placement.  The Company is advised by you that
the  Purchaser  proposes  to deposit  the Shares with the trustee of the Trust a
registered  unit investment  trust under the Investment  Company Act of 1940, as
amended,  to which Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated acts as
sponsor and  depositor,  in exchange for units in the Trust (the  "Offering") as
soon after the  execution  and  delivery  hereof as advisable in the judgment of
Purchaser.

                  4.     Delivery  and  Payment.  Delivery to the  Purchaser  of
certificates  for,  and payment of the  Purchase  Price for the Shares  shall be
made,  subject  to Section 9, at 10:00  A.M.,  New York City time,  on the third
business day or such other time not later than ten business days after such date
as shall be agreed upon by the  Purchaser and the Company (such time and date of
payment and delivery  being herein called the "Closing  Date") at the offices of
Rogers & Wells LLP, 200 Park Avenue,  New York, New York 10166. The Closing Date
and the location  of,  delivery of and the form of payment for the Shares may be
varied by agreement between you and the Company.

                  Certificates  for the Shares shall be  registered in such name
and issued in such  denominations as you shall request in writing not later than
two full  business days prior to the Closing Date.  Such  certificates  shall be
made  available to you for  inspection  not later than 9:30 A.M.,  New York City
time,  on the business day next  preceding  the Closing  Date.  Certificates  in
temporary  form  evidencing  the Shares shall be delivered to you on the Closing
Date, with any transfer taxes thereon duly paid by the Company,  for the account
of the Purchaser,  against  payment of the Purchase Price therefor by intra-bank
transfer or wire transfer of same day funds to such account as may be designated
by the Company at least two business days prior to the Closing Date.

                  5.     Agreements   of   the   Company   and   the   Operating
Partnership.  Each of the Company and the Operating Partnership severally agrees
with you as follows:

                  (a)    The Company will deliver to the Purchaser,  as promptly
         as possible,  one copy of the Offering Memorandum and of each amendment
         and supplement thereto (including  documents  incorporated by reference
         therein) as the Purchaser may reasonably request.  The Company consents
         to the  delivery  of the  Offering  Memorandum  and  any  amendment  or
         supplement  thereto by the  Purchaser to the Unit Trust,  in connection
         with the  deposit  of the  Shares  with  the  trustee  of the  Trust in
         exchange for units in the Trust, as contemplated herein.

                  (b)    Prior to the  completion  of the  deposit of the Shares
         into the Trust, the Company will notify the Purchaser promptly, and, if
         requested  by  Purchaser,  confirm  such notice in writing,  of (i) the
         happening  of any event which makes any  statement  of a material  fact
         made in the Offering  Memorandum untrue or which requires the making of
         any additions to or changes in the Offering Memorandum in order to make
         the  statements  therein not  misleading or (ii) the  initiation of any
         proceedings  for the  purpose  of  suspending  the use of the  Offering
         Memorandum.

                  (c)    Neither the Company nor the Operating  Partnership will
         offer, sell or solicit offers to buy or otherwise  negotiate in respect
         of any  security  (as  defined  in the  Securities  

                                       2


         Act) which will be  integrated  with the sale of any of the Shares in a
         manner that would require the  registration  of any of the Shares under
         the Securities Act.

                  (d)    If any event shall  occur as a result of which,  in the
         opinion of counsel for the Purchaser,  it becomes necessary to amend or
         supplement  the  Offering  Memorandum  in order to make the  statements
         therein,  in  light of the  circumstances  existing  when the  Offering
         Memorandum  is  delivered  to the Trust,  not  misleading,  or if it is
         necessary to amend or supplement the Offering Memorandum to comply with
         any law, the Company will forthwith prepare an appropriate amendment or
         supplement to the Offering Memorandum (in form and substance reasonably
         satisfactory  to counsel for the  Purchaser) so that the  statements in
         the  Offering  Memorandum,  as so  amended  or  supplemented,  will not
         contain  an  untrue  statement  of a  material  fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light  of the  circumstances  existing  when  it is so  delivered,  not
         misleading,  or so that the  Offering  Memorandum  will comply with any
         law, and to furnish to the  Purchaser  and to such dealers as you shall
         specify, such number of copies thereof as such Purchaser or dealers may
         reasonably request.

                  (e)    The Company will use its best efforts,  in  cooperation
         with the Purchaser, to qualify,  register or perfect exemptions for the
         Shares for offer and sale by the Purchaser  under the applicable  state
         securities  or Blue Sky laws and real estate  syndication  laws of such
         jurisdictions as you may reasonably  request;  provided,  however,  the
         Company will not be required to qualify as a foreign corporation,  file
         a general  consent to  service  of  process  in any such  jurisdiction,
         subject  itself  to  taxation  in  respect  of  doing  business  in any
         jurisdiction  in which it is not  otherwise so subject,  or provide any
         undertaking or make any change in its charter or by-laws that the Board
         of Directors of the Company reasonably determines to be contrary to the
         best   interests  of  the  Company  and  its   stockholders.   In  each
         jurisdiction  in which the Shares have been so qualified or registered,
         the Company will use all reasonable efforts to file such statements and
         reports  as may be  required  by the  laws  of  such  jurisdiction,  to
         continue such  qualification  or  registration  in effect for so long a
         period as the Purchaser may reasonably  request for the distribution of
         the  Shares  and to file such  consents  to service of process or other
         documents as may be necessary in order to effect such  qualification or
         registration;  provided,  however,  the Company will not be required to
         qualify as a foreign corporation,  file a general consent to service of
         process in any such jurisdiction, subject itself to taxation in respect
         of doing business in any  jurisdiction  in which it is not otherwise so
         subject,  or provide any  undertaking or make any change in its charter
         or  by-laws  that the  Board of  Directors  of the  Company  reasonably
         determines to be contrary to the best  interests of the Company and its
         stockholders.

                  (f)    During the period of five years  after the date of this
         Agreement,  the  Company  will  furnish  to the  Purchaser  as  soon as
         available  (x) a copy of each  regular and periodic  report,  financial
         statement or other  publicly  available  information of the Company and
         any of its  subsidiaries  mailed to the  holders of the Shares or filed
         with the Securities and Exchange  Commission (the  "Commission") or any
         securities  exchange and (y) such other publicly available  information
         concerning  the  Company  and  any  of  its  Subsidiaries  as  you  may
         reasonably request.

                                       3




                  (g)    The  Company  will file all  documents  required  to be
         filed by it with the Commission pursuant to Section 13, 14 or 15 of the
         Exchange Act within the time periods required by the Exchange Act.

                   (h)   The  Company  will pay all  costs,  expenses,  fees and
         taxes  incident to (i) the  preparation  and  printing of the  Offering
         Memorandum,  (ii) the  printing  and  delivery of this  Agreement,  the
         Registration   Rights  Agreement  among  the  Company,   the  Operating
         Partnership  and the Purchaser,  in the form attached hereto as Annex A
         (the  "Registration  Rights  Agreement"),  and the Blue Sky Memorandum,
         (iii) the  qualification  or  registration  of the Shares for offer and
         sale under the  securities,  Blue Sky laws or real  estate  syndication
         laws of the several states in accordance with Section 5(e) hereof, (iv)
         the fee of and the filings and  clearance,  if any,  with the  National
         Association of Securities Dealers, Inc. (the "NASD") in connection with
         the  Offering,  (v) the fee of and the listing of the Shares on the New
         York Stock Exchange, Inc. ("NYSE"), (vi) the preparation,  issuance and
         delivery of  certificates  for the Shares to the  Purchaser,  (vii) the
         costs and  charges  of any  transfer  agent or  registrar,  (viii)  any
         transfer  taxes imposed on the sale by the Company of the Shares to the
         Purchaser and (ix) the fees and  disbursements of the Company's counsel
         and accountants.

                  (i)    The Company  will use its best  efforts to maintain the
         listing of the shares of the Company's  common stock  (including,  when
         registered, the Shares) on the NYSE for a period of two years after the
         Closing Date and  thereafter  unless the  Company's  Board of Directors
         determines  that it is no longer in the best  interests  of the Company
         for the shares of common  stock (or the  Shares) to  continue  to be so
         listed.

                  (j)    The Company will use its best efforts to do and perform
         all things  required to be done and performed  under this  Agreement by
         the  Company  prior to the Closing  Date and to satisfy all  conditions
         precedent to the delivery of the Shares.

                  (k)    The Company  will use the net  proceeds  received by it
         from the sale of the Shares in the  manner  specified  in the  Offering
         Memorandum under "Use of Proceeds."

                  (l)    The  Company  will use its best  efforts to continue to
         qualify as a "real estate investment trust" ("REIT") under Sections 856
         through  860 of the  Internal  Revenue  Code of 1986,  as amended  (the
         "Code"),  unless the Company's Board of Directors determines that it is
         no longer in the best interests of the Company to be so qualified.

                  (m)    The  Company   will  not  at  any  time,   directly  or
         indirectly,  take any action  intended,  or which might  reasonably  be
         expected,   to  cause  or  result   in,  or  which   will   constitute,
         stabilization  of the  price of the  Shares to  facilitate  the sale or
         resale of any of the Shares in violation of the Securities Act.

                  (n)    No general  solicitation or general advertising (within
         the  meaning  of Rule  502(c)  under  the 1933 Act) will be used in the
         United States in connection with the offering of the Shares.

                                       4


                  6.     Representations and Warranties of the Purchaser.
                         ------------------------------------------------

                  (a)    The  Purchaser  is  purchasing  the  Shares for its own
         account and  intends to deposit the Shares in the Trust for  investment
         and not with a view to the  distribution  thereof  or with any  present
         intention of distributing any of the Shares.

                  (b)    The Purchaser has been provided an  opportunity  to ask
         questions of, and has received answers thereto satisfactory to it from,
         the Company and its representatives  regarding the terms and conditions
         of the  offering  of the Shares,  and it has  obtained  all  additional
         information  requested by it of the Company and its  representatives to
         verify the accuracy of all  information  furnished to it regarding  the
         offering of the Shares.

                  (c)    The  Purchaser  has such  knowledge  and  experience in
         financial affairs that it is capable of evaluating the merits and risks
         of  purchasing  the  Shares  purchased  by it, and it has not relied in
         connection with this investment upon any representations, warranties or
         agreements  other  than  those  set  forth  in this  Agreement  and the
         Registration Rights Agreement.  Its financial situation is such that it
         can  afford to bear the  economic  risk of  holding  the  Shares for an
         indefinite  period of time,  and can afford to suffer the complete loss
         of its investment in the Shares. It is an "accredited investor" as such
         term is  defined  in Rule 501 of  Regulation  D  promulgated  under the
         Securities Act.

                  (d)    The  Purchaser is acquiring  the Shares to be purchased
         by it pursuant  to this  Agreement  for deposit  with the Trust and not
         with a view to any distribution of all or any part of such Shares.  The
         Purchaser hereby agrees that, except as contemplated by this Agreement,
         it will not, directly or indirectly,  assign,  transfer,  offer,  sell,
         pledge,  hypothecate  or  otherwise  dispose of all or any part of such
         Shares (or solicit any offers to buy,  purchase or otherwise acquire or
         take a pledge of all or any part of the  Shares)  except in  accordance
         with the registration  provisions of the Securities Act or an exemption
         from  such  registration   provisions,   and  in  accordance  with  any
         applicable  state or other securities laws. It understands that it must
         bear the economic risk of an investment in the Shares for an indefinite
         period of time because,  among other reasons,  the offering and sale of
         the  Shares  have not been  registered  under the  Securities  Act and,
         therefore,  the  Shares  cannot be sold  unless  they are  subsequently
         registered   under  the  Securities  Act  or  an  exemption  from  such
         registration is available. The Purchaser also understands that sales or
         transfer  of the Shares are further  restricted  by the  provisions  of
         state and other securities laws.

                  7.     Representations  and  Warranties of the Company and the
Operating Partnership.  The Company and the Operating  Partnership,  jointly and
severally,  represent and warrant to the Purchaser as of the date hereof and the
Closing Date that:

                  (a)    Neither the Company nor any of its affiliates,  as such
         term is defined  in Rule  501(b)  under the  Securities  Act (each,  an
         "Affiliate"), has, directly or indirectly,  solicited any offer to buy,
         sold or offered to sell or otherwise  negotiated in respect of, or will
         solicit  any offer to buy or offer to sell or  otherwise  negotiate  in
         respect  of, in the United  States or to any United  States  citizen or
         resident, any security which is or would be integrated with the sale of
         the Shares in a manner that would  require the Shares to be  registered
         under the Securities Act.
                                       5



                  (b)    The  Offering  Memorandum  does not, and at the Closing
         Date will not,  include an untrue  statement of a material fact or omit
         to state a  material  fact  necessary  in order to make the  statements
         therein,  in the light of the circumstances under which they were made,
         not  misleading;  provided  that  this  representation,   warranty  and
         agreement  shall  not  apply to  statements  in or  omissions  from the
         Offering  Memorandum  made in  reliance  upon  and in  conformity  with
         information  furnished  to the  Company  in  writing  by the  Purchaser
         expressly for use in the Offering Memorandum.

                  (c)    The  Offering  Memorandum  shall  include as an exhibit
         thereto the most recent Annual Report of the Company on Form 10-K filed
         with the Commission  and each  Quarterly  Report of the Company on Form
         10-Q and each Current  Report of the Company on Form 8-K filed with the
         Commission since the filing of the end of the fiscal year to which such
         Annual  Report  relates.   The  documents   included  in  the  Offering
         Memorandum at the time they were filed with the Commission complied and
         will  comply in all  material  respects  with the  requirements  of the
         Exchange Act and the rules and regulations of the Commission thereunder
         (the  "Exchange  Act  Regulations"),  and,  when read together with the
         other  information  in the  Offering  Memorandum,  at the  date  of the
         Offering  Memorandum  and at the  Closing  Date,  do not and  will  not
         include  an  untrue  statement  of a  material  fact or omit to state a
         material  fact  required to be stated  therein or necessary to make the
         statements  therein, in the light of the circumstances under which they
         were made, not misleading.

                  (d)    The accountants who certified the financial  statements
         and  supporting  schedules  included  in the  Offering  Memorandum  are
         independent  public  accountants  with  respect to the  Company and its
         subsidiaries  within the meaning of Regulation S-X under the Securities
         Act.

                  (e)    The  financial  statements,  together  with the related
         schedules and notes, included in the Offering Memorandum present fairly
         the financial position of the Company and its consolidated subsidiaries
         at the dates  indicated and the statement of operations,  stockholders'
         equity and cash flows of the Company and its consolidated  subsidiaries
         for the periods specified; said financial statements have been prepared
         in conformity with generally accepted  accounting  principles  ("GAAP")
         applied on a consistent  basis  throughout  the periods  involved.  The
         supporting  schedules,  if any,  included  in the  Offering  Memorandum
         present fairly in accordance with GAAP the  information  required to be
         stated therein.

                  (f)    The  Company  has been duly  organized  and is  validly
         existing as a corporation  under and by virtue of the laws of the State
         of  Maryland,  and is in good  standing  with the State  Department  of
         Assessments  and Taxation of Maryland.  The Operating  Partnership  has
         been duly organized and is validly existing as a limited partnership in
         good  standing  under  and by virtue of the  Delaware  Uniform  Limited
         Partnership Act. Each of First Industrial Financing  Partnership,  L.P.
         (the  "Financing  Partnership"),   First  Industrial  Securities,  L.P.
         ("Securities,  L.P."), First Industrial Mortgage Partnership, L.P. (the
         "Mortgage Partnership"),  First Industrial Indianapolis,  L.P. ("FII"),
         First Industrial Harrisburg, L.P. ("FIH"), First Industrial Development
         Services, L.P. ("DSG") and First Industrial  Pennsylvania  Partnership,
         L.P. ("FIP") (the Financing Partnership, Securities, L.P., the Mortgage
         Partnership,  FII, FIH, DSG and FIP are referred to collectively herein
         as the  "Partnership  Subsidiaries")  has been  

                                       6


         duly organized and is validly existing as a limited partnership in good
         standing  under  and by  virtue  of the  laws  of its  jurisdiction  of
         organization.  F.R. Development Services, L.L.C. ("FRDS") has been duly
         organized and is validly existing as a limited liability corporation in
         good standing  under and by virtue of the laws of its  jurisdiction  of
         organization. Each of First Industrial Securities Corporation ("FISC"),
         First  Industrial  Finance  Corporation   ("FIFC"),   First  Industrial
         Mortgage Corporation ("FIM"), First Industrial Pennsylvania Corporation
         ("FIPC"),  First Industrial  Indianapolis  Corporation ("FIIC"),  First
         Industrial  Harrisburg  Corporation  ("FIHC"),  FI Development Services
         Corporation  ("FIDSC"),   FR  Acquisitions,   Inc.  ("FRA")  and  First
         Industrial  Management  Corporation  ("FIMC," and  together  with FISC,
         FIFC, FIM, FIPC, FIIC, FIHC, FIDSC and FRA are referred to collectively
         herein   as  the   "Corporate   Subsidiaries,"   and  the   Partnership
         Subsidiaries  and the  Corporate  Subsidiaries  are  referred to herein
         collectively  as the  "Subsidiaries"),  has been duly  organized and is
         validly  existing as a corporation in good standing under and by virtue
         of the  laws of its  jurisdiction  of  incorporation.  Other  than  the
         Corporate  Subsidiaries,  the  Partnership  Subsidiaries  and FRDS,  no
         entities in which the Company  owns any equity  securities  constitute,
         individually or in the aggregate, a "significant subsidiary" under Rule
         1-02 of Regulation S-X promulgated  under the Exchange Act. The Company
         is the sole general  partner of the  Operating  Partnership.  FIFC is a
         wholly-owned  subsidiary of the Company and is the sole general partner
         of the Financing Partnership.  FIM is a wholly-owned  subsidiary of the
         Company and is the sole general  partner of the  Mortgage  Partnership.
         FISC  is a  wholly-owned  subsidiary  of the  Company  and is the  sole
         general partner of Securities,  L.P. The Operating Partnership and FISC
         are  the  only  limited   partners  of  Securities,   L.P.  FIPC  is  a
         wholly-owned  subsidiary of the Company and is the sole general partner
         of FIP.  FIIC is a  wholly-owned  subsidiary  of the Company and is the
         sole general  partner of FII. FIHC is a wholly-owned  subsidiary of the
         Company and is the sole general partner of FIH. FIDSC is a wholly-owned
         subsidiary of the Company and is the sole general  partner of DSG. FRDS
         is  a  wholly-owned  subsidiary  of  the  Operating  Partnership.   The
         Operating  Partnership is the sole limited partner of each  Partnership
         Subsidiary  (except for Securities,  L.P.). The Company,  the Operating
         Partnership and each of the  Subsidiaries  has, and at the Closing Date
         will have,  full corporate or partnership  power and authority,  as the
         case may be, to conduct  all the  activities  conducted  by it, to own,
         lease or operate all the properties  and other assets owned,  leased or
         operated  by it and to  conduct  its  business  in which it  engages or
         proposes to engage as  described  in the  Offering  Memorandum  and the
         transactions  contemplated hereby and thereby.  The Company and each of
         the  Corporate  Subsidiaries  is, and at the Closing Date will be, duly
         qualified  or  registered  to do  business  and in good  standing  as a
         foreign  corporation  in all  jurisdictions  in which the nature of the
         activities  conducted  by it or the  character  of the  properties  and
         assets  owned,  leased or  operated by it makes such  qualification  or
         registration   necessary,   except   where   failure  to  obtain   such
         qualifications  or registration will not have a material adverse effect
         on (i) the condition,  financial or otherwise, or the earnings,  assets
         or business affairs or prospects of the Operating Partnership,  Company
         and  their  Subsidiaries,  taken  as a whole  or on the 769 in  service
         properties owned, directly or indirectly, by the Company as of December
         31,  1997,  (the  "Properties")  taken as a whole,  (ii) the  issuance,
         validity or enforceability  of the Shares or the  enforceability of the
         Registration   Rights   Agreement  (as  defined  below)  or  (iii)  the
         consummation of any of the transactions  contemplated by this Agreement
         and/or the  Registration  Rights  Agreement  (each a "Material  Adverse
         Effect"),  which jurisdictions of foreign qualification or registration
         are attached on Schedule I hereto.  The Operating  Partnership and each

                                       7


         of the  Partnership  Subsidiaries  is, and at the Closing Date will be,
         duly  qualified or  registered to do business and in good standing as a
         foreign limited partnership in all jurisdictions in which the nature of
         the  activities  conducted by it or the  character of the assets owned,
         leased or  operated  by it makes  such  qualification  or  registration
         necessary,  except  where  failure  to obtain  such  qualifications  or
         registration   will  not  have  a  Material   Adverse   Effect,   which
         jurisdictions of foreign  qualification or registration are attached on
         Schedule I hereto.  Complete  and  correct  copies of the  articles  of
         incorporation  and of the by-laws of the Company,  the  certificate  of
         limited  partnership  and  agreement  of  limited  partnership  of  the
         Operating Partnership and the charter documents, partnership agreements
         and  other  organizational   documents  of  the  Subsidiaries  and  all
         amendments  thereto  as have been  requested  by the  Purchaser  or its
         counsel have been delivered to the Purchaser or its counsel.

                  (g)    The  Company's  authorized  capitalization  consists of
         10,000,000  shares  of  preferred  stock,  par  value  $.01 per  share,
         100,000,000  shares of common  stock,  par value  $.01 per  share,  and
         65,000,000 shares of excess stock, par value $.01 per share. All of the
         Company's  issued and outstanding  shares of common stock and preferred
         stock have been duly authorized and are validly issued,  fully paid and
         non-assessable  and will have been offered and sold in  compliance,  in
         all material  respects,  with all applicable laws  (including,  without
         limitation, federal or state securities laws).

                  (h)    The Shares have been duly  authorized  for issuance and
         sale to the  Purchaser  pursuant to this  Agreement  and,  when validly
         issued and delivered  pursuant to this Agreement against payment of the
         Purchase Price, will be duly authorized, validly issued, fully paid and
         non-assessable  and will not be  subject to any  preemptive  or similar
         right  and  will  have  been  offered  and sold in  compliance,  in all
         material  respects,  with  all  applicable  laws  (including,   without
         limitation,  federal or state securities  laws). The description of the
         Shares, and the statements  related thereto,  contained in the Offering
         Memorandum are, and at the Closing Date, will be, complete and accurate
         in all  material  respects.  Upon  payment  of the  Purchase  Price and
         delivery  of  certificates   representing   the  Shares  in  accordance
         herewith,  the Purchaser will receive good,  valid and marketable title
         to the Shares,  free and clear of all  security  interests,  mortgages,
         pledges, liens, encumbrances,  claims and equities. No shares of common
         or preferred  stock of the Company are  reserved for any purpose  other
         than  securities to be issued  pursuant to this Agreement and except as
         disclosed in the Offering Memorandum.

                  (i)    As of the Closing Date,  the  partnership  agreement of
         the Operating Partnership will have been duly authorized,  executed and
         delivered  by the  Company,  as the  general  partner  and as a limited
         partner and the partnership  agreement of each Partnership  Subsidiary,
         other than the Operating  Partnership,  will have been duly authorized,
         validly  executed and  delivered by each partner  thereto and is valid,
         legally binding and enforceable in accordance with its terms subject to
         (i)  the  effect  of  bankruptcy,  insolvency,  fraudulent  conveyance,
         reorganization,  moratorium  or other  similar laws now or hereafter in
         effect  relating to or  affecting  the rights and remedies of creditors
         and  (ii)  the  effect  of  general   principles  of  equity,   whether
         enforcement  is considered in a proceeding in equity or at law, and the
         discretion  of the court  before which any  proceeding  therefor may be
         brought;  immediately following the Closing Date, all of the issued and
         outstanding  shares of capital stock of each Corporate  Subsidiary will
         have  been duly  authorized  and are  validly  issued,  fully  paid and
         non-assessable  and 

                                       9



         (except as described in the Offering Memorandum) will be owned directly
         or  indirectly by the Company or the  Operating  Partnership,  free and
         clear of all security  interests,  liens and encumbrances,  (except for
         pledges in connection  with the loan  agreements of the Company and the
         Subsidiaries) and all of the partnership  interests in each Partnership
         Subsidiary  will have been duly  authorized and validly  issued,  fully
         paid and (except as described in the Offering Memorandum) will be owned
         directly or  indirectly  by the Company or the  Operating  Partnership,
         free and  clear  of all  security  interests,  liens  and  encumbrances
         (except  for  pledges in  connection  with the loan  agreements  of the
         Company and the Subsidiaries).

                  (j)    Subsequent  to  the   respective   dates  as  of  which
         information  is  given  in the  Offering  Memorandum  and  prior to the
         Closing Date, (i) there has not been and will not have been,  except as
         set forth in or contemplated by the Offering Memorandum,  any change in
         the  capitalization,  long term or short  term  debt or in the  capital
         stock or equity of the Company or any of its  Subsidiaries  which would
         be  material  to the Company  and its  Subsidiaries  considered  as one
         enterprise  (anything  which  would be  material to the Company and its
         Subsidiaries,  considered as one enterprise, being hereinafter referred
         to as "Material"), (ii) except as described in the Offering Memorandum,
         neither the Company nor any of its  Subsidiaries  has incurred nor will
         any of them incur any liabilities or obligations, direct or contingent,
         which would be Material,  nor has any of them entered into nor will any
         of them  enter  into any  transactions,  other  than  pursuant  to this
         Agreement and the transactions referred to herein or as contemplated in
         the Offering Memorandum,  which would be Material,  (iii) there has not
         been any Material Adverse Effect, and (iv) except for regular quarterly
         distributions  on the Company's shares of common stock, par value $0.01
         per share (the "Common Stock"),  and the dividends on the shares of the
         Company's (a) Series A Preferred  Stock,  par value $.01 per share (the
         "Series A Preferred  Stock");  (b) Depositary  Shares each representing
         1/100 of a Share of 8 3/4  Series B  Preferred  Stock  (the  "Series  B
         Preferred  Stock");  (c) Depositary Shares each representing 1/100 of a
         Share of 8_ Series C Preferred Stock (the "Series C Preferred  Stock");
         (d) Depositary Shares each representing 1/100 of a Share of 7.95 Series
         D Preferred Stock (the "Series D Preferred Stock");  and (e) Depositary
         Shares each  representing  1/100 of a Share of 7.90% Series E Preferred
         Stock (the  "Series E  Preferred  Stock"),  the Company has not paid or
         declared   and  will  not  pay  or  declare  any   dividends  or  other
         distributions of any kind on any class of its capital stock.

                  (k)    Neither the Company nor any of its  Subsidiaries is, or
         as of the Closing  Date will be,  required to be  registered  under the
         Investment Company Act of 1940, as amended (the "1940 Act").

                  (l)    To the knowledge of the Company, except as set forth in
         the  Offering  Memorandum,  there are no actions,  suits,  proceedings,
         investigations or inquiries  pending or, after due inquiry,  threatened
         against or affecting the Company or any of its  Subsidiaries  or any of
         their respective  officers or directors in their capacity as such or of
         which any of their  respective  properties or assets or any Property is
         the  subject  or  bound,  before  or by any  Federal  or  state  court,
         commission,   regulatory   body,   administrative   agency   or   other
         governmental body, domestic or foreign,  wherein an unfavorable ruling,
         decision  or finding  would  reasonably  be expected to have a Material
         Adverse Effect.


                                       9


                  (m)    The Company and each of its  Subsidiaries  (i) has, and
         at the Closing Date will have, (A) all governmental licenses,  permits,
         consents, orders, approvals and other authorizations necessary to carry
         on its business as contemplated  in the Offering  Memorandum and are in
         material  compliance  with  such,  and  (B)  complied  in all  material
         respects with all laws,  regulations and orders applicable to it or its
         business  and (ii) is not,  and at the  Closing  Date  will not be,  in
         breach  of  or  default  in  the   performance  or  observance  of  any
         obligation,   agreement,   covenant  or  condition   contained  in  any
         indenture,  mortgage,  deed of  trust,  voting  trust  agreement,  loan
         agreement,  bond, debenture,  note agreement,  lease,  contract,  joint
         venture or  partnership  agreement  or other  agreement  or  instrument
         (collectively, a "Contract or Other Agreement") or under any applicable
         law, rule, order,  administrative regulation or administrative or court
         decree to which it is a party or by which  any of its  other  assets or
         properties  or by which the  Properties  are bound or affected,  except
         where such default, breach or failure will not, either singly or in the
         aggregate,  have a Material  Adverse  Effect.  To the  knowledge of the
         Company and each of its Subsidiaries, after due inquiry, no other party
         under any Material  contract or other  agreement to which it is a party
         is in default  thereunder,  except  where such  default will not have a
         Material   Adverse   Effect.   Neither  the  Company  nor  any  of  its
         Subsidiaries  is,  nor at the  Closing  Date  will any of them  be,  in
         violation of any provision of its articles of  incorporation,  by-laws,
         certificate  of limited  partnership,  partnership  agreement  or other
         organizational document, as the case may be.

                  (n)    No Material consent,  approval,  authorization or order
         of, or any filing or declaration with, any court or governmental agency
         or  body or any  other  entity  is  required  in  connection  with  the
         offering,  issuance or sale of the Shares hereunder except such as have
         been obtained under the Securities Act and the Exchange Act and such as
         may be  required  under  state  securities,  Blue  Sky or  real  estate
         syndication laws, or the by-laws,  the corporate  financing rule or the
         conflict of interest rule of the NASD or the  requirements  of the NYSE
         in connection  with the purchase and  distribution  by the Purchaser of
         the  Shares  or such as have  been  received  prior to the date of this
         Agreement,  and  except  for the  filing  of this  Agreement  with  the
         Commission  as an exhibit to a Form 8-K,  which the  Company  agrees to
         make in a timely manner.

                  (o)    The Company  and the  Operating  Partnership  have full
         corporate or partnership  power, as the case may be, to enter into this
         Agreement and the Registration Rights Agreement,  to the extent each is
         a party  thereto.  Each of this Agreement and the  Registration  Rights
         Agreement has been duly and validly authorized,  executed and delivered
         by the Company and the Operating  Partnership,  to the extent each is a
         party  thereto and  constitutes  a valid and binding  agreement  of the
         Company and the  Operating  Partnership,  to the extent each is a party
         thereto, and assuming due authorization,  execution and delivery by the
         Purchaser,  is  enforceable,  against  the  Company  and the  Operating
         Partnership,  to the extent each is a party thereto, in accordance with
         the terms hereof subject to (i) the effect of  bankruptcy,  insolvency,
         fraudulent conveyance, reorganization, moratorium or other similar laws
         now or  hereafter  in effect  relating to or  affecting  the rights and
         remedies  of  creditors  and (ii) the effect of general  principles  of
         equity,  whether enforcement is considered in a proceeding in equity or
         at law, and the  discretion  of the court  before which any  proceeding
         therefor may be brought.  The  execution,  delivery and  performance of
         each of this Agreement and the  Registration  Rights  Agreement and the
         consummation of the  transactions  contemplated  hereby and 

                                       10


         thereby and the compliance by each of the Company and the  Subsidiaries
         with their obligations hereunder and thereunder, will not result in the
         creation or imposition of any lien,  charge or encumbrance  upon any of
         the assets or  properties  of the  Company  or any of its  Subsidiaries
         pursuant  to the  terms or  provisions  of,  or  result  in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under,  or  give  any  other  party  a right  to  terminate  any of its
         obligations  under,  or result in the  acceleration  of any  obligation
         under, the certificate of incorporation, by-laws, partnership agreement
         or  other  organizational  documents  of  the  Company  or  any  of its
         Subsidiaries,  any Contract or Other  Agreement to which the Company or
         any of its  Subsidiaries  is a party or by which the  Company or any of
         its  Subsidiaries  or any of their  assets or  properties  are bound or
         affected,  or violate or conflict  with any judgment,  ruling,  decree,
         order,  statute,  rule or regulation of any court or other governmental
         agency  (foreign or  domestic)  or body  applicable  to the business or
         properties  of  the  Company  or  any  of  its  Subsidiaries  or to the
         Properties,  in each case  except  for  liens,  charges,  encumbrances,
         breaches,  violations,  defaults,  rights to  terminate  or  accelerate
         obligations,  or conflicts, the imposition or occurrence of which would
         not have a Material Adverse Effect.

                  (p)    As of the  Closing  Date,  the  Company and each of its
         subsidiaries  will  have  good and  marketable  title  to all  Material
         properties and assets described in the Offering  Memorandum as owned by
         it,  free  and  clear  of all  liens,  encumbrances,  claims,  security
         interests  and  defects,  except such as are  described in the Offering
         Memorandum,  or such as secure the loan  facilities  of the Company and
         the Subsidiaries, or would not result in a Material Adverse Effect.

                  (q)    To the  knowledge of the Company:  (i) no lessee of any
         portion  of the  Properties  is in  default  under  any  of the  leases
         governing  such  properties  and there is no event  which,  but for the
         passage of time or the giving of notice,  or both,  would  constitute a
         default  under any of such  leases,  except in each case such  defaults
         that would not have a Material Adverse Effect; (ii) the current use and
         occupancy of each of the Properties  complies in all material  respects
         with all applicable codes and zoning laws and  regulations,  except for
         such  failures  to  comply  which  would  not  individually  or in  the
         aggregate have a Material Adverse Effect; and (iii) there is no pending
         or  threatened  condemnation,  zoning  change,  environmental  or other
         proceeding or action that will in any material  respect affect the size
         of,  use  of,  improvements  on,  construction  on,  or  access  to the
         Properties  except such  proceedings  or actions  that would not have a
         Material Adverse Effect.

                  (r)    The  Company  and  the  Partnership  Subsidiaries  have
         property,  title,  casualty  and  liability  insurance  in favor of the
         Company or the  Partnership  Subsidiaries  with  respect to each of the
         Properties,  in an  amount  and on  such  terms  as is  reasonable  and
         customary for  businesses of the type  conducted by the Company and the
         Partnership  Subsidiaries  except in such instances where the tenant is
         carrying such insurance or the tenant is self-insuring such risks.

                  (s)    Except as disclosed in the  Offering  Memorandum,  and,
         except for activities, conditions,  circumstances or matters that would
         not have a Material Adverse Effect; (A) to the knowledge of the Company
         and its Subsidiaries,  after due inquiry, the operations of the Company
         and its Subsidiaries are in compliance with all Environmental  Laws (as
         defined 

                                       11



         below) and all requirements of applicable permits, licenses,  approvals
         and other authorizations  issued pursuant to Environmental Laws; (B) to
         the knowledge of the Company and its  Subsidiaries,  after due inquiry,
         none of the Company or its Subsidiaries has caused or suffered to occur
         any Release (as defined  below) of any Hazardous  Substance (as defined
         below) into the  Environment  (as defined  below) on, in, under or from
         any Property,  and no condition exists on, in, under or adjacent to any
         Property that could  reasonably be expected to result in the incurrence
         of liabilities  under, or any violations of, any  Environmental  Law or
         give rise to the imposition of any Lien (as defined  below),  under any
         Environmental  Law;  (C) none of the  Company or its  Subsidiaries  has
         received  any  written  notice  of a claim  under  or  pursuant  to any
         Environmental   Law  or  under  common  law   pertaining  to  Hazardous
         Substances on, in, under or originating from any Property;  (D) none of
         the Company or its  Subsidiaries  has actual  knowledge of, or received
         any written notice from any  Governmental  Authority (as defined below)
         claiming,  any violation of any Environmental Law or a determination to
         undertake and/or request the  investigation,  remediation,  clean-up or
         removal of any Hazardous  Substance  released into the  Environment on,
         in, under or from any Property;  and (E) no Property is included or, to
         the knowledge of the Company and its  Subsidiaries,  after due inquiry,
         proposed for inclusion on the National  Priorities List issued pursuant
         to  CERCLA  (as  defined  below)  by the  United  States  Environmental
         Protection  Agency  (the  "EPA"),  or  included  on  the  Comprehensive
         Environmental Response,  Compensation, and Liability Information System
         database  maintained  by the  EPA,  and  none  of the  Company  and its
         Subsidiaries  has actual knowledge that any Property has otherwise been
         identified  in a  published  writing by the EPA as a  potential  CERCLA
         removal,  remedial or response site or, to the knowledge of the Company
         and its  Subsidiaries,  is included on any similar list of  potentially
         contaminated sites pursuant to any other Environmental Law.

                  As  used  herein,  "Hazardous  Substance"  shall  include  any
         hazardous  substance,  hazardous waste,  toxic substance,  pollutant or
         hazardous material,  including,  without limitation,  oil, petroleum or
         any    petroleum-derived    substance    or    waste,    asbestos    or
         asbestos-containing    materials,    PCBs,   pesticides,    explosives,
         radioactive  materials,  dioxins,  urea formaldehyde  insulation or any
         constituent of any such substance,  pollutant or waste which is subject
         to  regulation  under  any   Environmental   Law  (including,   without
         limitation,  materials  listed  in  the  United  States  Department  of
         Transportation  Optional  Hazardous  Material Table, 49 C.F.R.  Section
         172.101,  or in the EPA's List of Hazardous  Substances  and Reportable
         Quantities,  40 C.F.R. Part 302);  "Environment" shall mean any surface
         water,  drinking water, ground water, land surface,  subsurface strata,
         river  sediment,  buildings,  structures,  and ambient,  workplace  and
         indoor   and   outdoor   air;   "Environmental   Law"  shall  mean  the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980,  as amended  (42 U.S.C.  Section  9601 et seq.)  ("CERCLA"),  the
         Resource  Conservation  and Recovery Act of 1976, as amended (42 U.S.C.
         Section  6901,  et seq.),  the Clean Air Act,  as  amended  (42  U.S.C.
         Section  7401,  et seq.),  the Clean  Water Act,  as amended (33 U.S.C.
         Section 1251, et seq.),  the Toxic  Substances  Control Act, as amended
         (15 U.S.C.  Section 2601, et seq.), the Occupational  Safety and Health
         Act of 1970, as amended (29 U.S.C. Section 651, et seq.), the Hazardous
         Materials  Transportation  Act, as amended (49 U.S.C.  Section 1801, et
         seq.),  and all  other  federal,  state  and  local  laws,  ordinances,
         regulations,  rules  and  orders  relating  to  the  protection  of the
         environment   or  of   human   health   from   environmental   effects;
         "Governmental  Authority"  shall  mean  any  federal,  state  or  local
         governmental  office,  agency or authority having the duty or authority
         to promulgate, implement or enforce any En-

                                       12


         vironmental  Law; "Lien" shall mean, with respect to any Property,  any
         mortgage, deed of trust, pledge, security interest,  lien, encumbrance,
         penalty, fine, charge,  assessment,  judgment or other liability in, on
         or affecting  such  Property;  and  "Release"  shall mean any spilling,
         leaking, pumping, pouring, emitting, emptying, discharging,  injecting,
         escaping,  leaching,  dumping,  emanating or disposing of any Hazardous
         Substance into the  Environment,  including,  without  limitation,  the
         abandonment  or  discard  of  barrels,  containers,  tanks  (including,
         without  limitation,  underground  storage tanks) or other  receptacles
         containing or  previously  containing  and  containing a residue of any
         Hazardous Substance.

                  None  of  the   environmental   consultants   which   prepared
         environmental  and asbestos  inspection  reports with respect to any of
         the Properties  was employed for such purpose on a contingent  basis or
         has any substantial interest in the Company or any of its Subsidiaries,
         and none of them nor any of their  directors,  officers or employees is
         connected  with the Company or any of its  Subsidiaries  as a promoter,
         selling agent, voting trustee, director, officer or employee.

                  (t)    The  Company and its  Subsidiaries  are  organized  and
         operate in a manner so as to qualify as a real estate  investment trust
         (the "REIT")  under  Sections  856 through 860 of the Code,  as amended
         (the  "Code"),  and have  elected  to be taxed as a REIT under the Code
         commencing  with the taxable year ending December 31, 1994. The Company
         and its  Subsidiaries  intend to  continue to qualify as a REIT for the
         foreseeable future.

                  (u)    There  is  no  material   document  or  contract  of  a
         character  required to be  described  or  referred  to in the  Offering
         Memorandum which is not described as required therein.

                  (v)    None  of the  Company  or any  of its  Subsidiaries  is
         involved in any labor  dispute nor, to the  knowledge of the Company or
         its  Subsidiaries,  after due inquiry,  is any such dispute  threatened
         which would have a Material Adverse Effect.

                  (w)    The Company and its  Subsidiaries  own, or are licensed
         or  otherwise  have  the full  exclusive  right  to use,  all  material
         trademarks  and  trade  names  which are used in or  necessary  for the
         conduct of their  respective  businesses  as  described in the Offering
         Memorandum.  To the  knowledge  of the  Company,  no  claims  have been
         asserted by any person to the use of any such trademarks or trade names
         or challenging or questioning the validity or effectiveness of any such
         trademark or trade name.  The use, in connection  with the business and
         operations of the Company and its Subsidiaries,  of such trademarks and
         trade  names does not,  to the  Company's  knowledge,  infringe  on the
         rights of any person.

                  (x)    The Company and each of its  Subsidiaries has filed all
         federal,  state,  local and foreign  income tax returns which have been
         required  to be filed  (except  in any case in which the  failure to so
         file would not result in a Material  Adverse  Effect)  and has paid all
         taxes  required  to be paid and any other  assessment,  fine or penalty
         levied  against  it,  to the  extent  that any of the  foregoing  would
         otherwise  be  delinquent,  except,  in all  cases,  for any such  tax,
         assessment,  fine or penalty that is being  contested in good faith and
         except in any case in which the failure to so pay would not result in a
         Material Adverse Effect.


                                       13



                  (y)    Each  of  the  Partnership   Subsidiaries  is  properly
         treated as a partnership  for federal  income tax purposes and not as a
         "publicly traded partnership."

                  (z)    No relationship,  direct or indirect, exists between or
         among  the  Company  or the  Subsidiaries  on the  one  hand,  and  the
         directors,  officers,  stockholders,  customers  or  suppliers  of  the
         Company or the Subsidiaries on the other hand, which is required by the
         Securities Act to be described in the Offering  Memorandum which is not
         so described;

                  (aa)   The Company  has not taken and will not take,  directly
         or  indirectly,  any action  designed  to, or that might be  reasonably
         expected to, cause or result in  stabilization  or  manipulation of the
         price of the  Shares,  and the  Company  has not  distributed  and have
         agreed not to distribute any offering  material in connection  with the
         offering and sale of the Shares other than the Offering  Memorandum  or
         other material permitted by the Securities Act (which were disclosed to
         you and your counsel);

                  (ab)   The Company  maintains a system of internal  accounting
         controls   sufficient  to  provide   reasonable   assurances  that  (i)
         transactions  are executed in accordance with  management's  general or
         specific authorization;  (ii) transactions are recorded as necessary to
         permit preparation of financial statements in conformity with generally
         accepted  accounting  principles  and to  maintain  accountability  for
         assets;  (iii)  access to assets,  financial  and  corporate  books and
         records is permitted only in accordance  with  management's  general or
         specific authorization; and (iv) the recorded accountability for assets
         is  compared   with  existing   assets  at  reasonable   intervals  and
         appropriate action is taken with respect to any differences;

                  (ac)   No proceeding  for the purpose of suspending the use of
         the Offering Memorandum has been instituted, or to the knowledge of the
         Company,  threatened  by  the  Commission  or by the  state  securities
         authority of any jurisdiction;

                  (ad)   Assuming  the  compliance  by the  Purchaser  with  the
         agreements set forth herein,  it is not necessary,  in connection  with
         the  issuance  and sale of the  Shares to the  Purchaser  in the manner
         contemplated by this Agreement and the Offering Memorandum, to register
         the Shares under the Securities Act;

                  (ae)   Neither the Company nor any of its  Affiliates  nor any
         person acting on behalf of any of them (other than the Purchaser, as to
         whom the  Company  makes no  representation)  has nor will  solicit any
         offer  to buy or  offer to sell  the  Shares  by  means of any  general
         solicitation  or general  advertising  (as those terms are used in Rule
         502(c) under the  Securities  Act) or in any manner  involving a public
         offering,  within the meaning of Section 4(2) of the Securities Act, or
         under  circumstances  that would require the registration of the Shares
         under the  Securities Act or securities law of any of the states in the
         United States;

                  (af)   Neither the  Company,  its  affiliated  purchasers  (as
         defined  in Rule  10b-6  and  Regulation  M under the 1934 Act) nor any
         person acting on their behalf (other than the Purchaser,  for which the
         Company makes no  representation)  have taken,  directly or indirectly,
         any action  prohibited by Rule 10b-6 or Regulation M under the Exchange
         Act in connection with the issue of the Shares;

                                       14


                  (ag)   Neither  the  Company  nor  any of its  affiliates  (as
         defined in Rule  501(b)  under the  Securities  Act) have,  directly or
         through any agent, sold,  offered for sale,  solicited offers to buy or
         otherwise  negotiated  in  respect  of, any  security  (as such term is
         defined in the Securities Act), which is or will be integrated with the
         sale of the Shares in a manner that would require  registration  of the
         Shares under the Securities Act;

                  (ah)   Any certificate or other document signed by any officer
         or  authorized  representative  of the Company or any  Subsidiary,  and
         delivered  to  the  Purchaser  or  to  counsel  for  the  Purchaser  in
         connection with the sale of the Shares shall be deemed a representation
         and  warranty  by such  entity  or  person,  as the case may be, to the
         Purchaser as to the matters covered thereby; and

                  (ai)   On the Closing Date, the Shares will be duly authorized
         for listing on the NYSE subject to official notice of issuance;

                  8.     Indemnification and Contribution.

                  (a)    The Company  agrees to indemnify  and hold harmless the
         Purchaser and each person,  if any, who controls the  Purchaser  within
         the  meaning of Section 15 of the  Securities  Act or Section 20 of the
         Exchange  Act from and  against any and all  losses,  claims,  damages,
         liabilities and expenses (including  reasonable costs of investigation)
         arising  out of or based upon any untrue  statement  or alleged  untrue
         statement of a material fact  contained in the Offering  Memorandum (or
         in any  amendment or  supplement  thereto),  or arising out of or based
         upon any omission or alleged  omission to state therein a material fact
         required to be stated  therein or necessary to make the  statements not
         misleading, except insofar as such losses, claims, damages, liabilities
         or  expenses  arise out of or are based  upon any untrue  statement  or
         omission or alleged  untrue  statement or omission  which has been made
         therein or omitted  therefrom in reliance upon and in  conformity  with
         the information  relating to the Purchaser  furnished in writing to the
         Company by or on behalf of the Purchaser  through you expressly for use
         in connection therewith.  The foregoing indemnity agreement shall be in
         addition to any liability which the Company may otherwise have.

                  (b)    If any  action,  suit or  proceeding  shall be  brought
         against  the  Purchaser  or any person  controlling  the  Purchaser  in
         respect of which  indemnity  may be sought  against  the  Company,  the
         Purchaser or such controlling  person shall promptly notify the Company
         and the  Company  shall  assume  the  defense  thereof,  including  the
         employment  of  counsel  and  payment  of all  fees and  expenses.  The
         Purchaser or any such controlling person shall have the right to employ
         separate  counsel  in  any  such  action,  suit  or  proceeding  and to
         participate in the defense  thereof,  but the fees and expenses of such
         counsel  shall be at the expense of the  Purchaser or such  controlling
         person  unless (i) the  Company  has agreed in writing to pay such fees
         and  expenses,  (ii) the  Company  has failed to assume the defense and
         employ counsel,  or (iii) the named parties to any such action, suit or
         proceeding (including any impleaded parties) include both the Purchaser
         or such  controlling  person and the Company and the  Purchaser or such
         controlling  person  shall  have  been  advised  by  its  counsel  that
         representation  of such  indemnified  party and the Company by the same
         counsel  would  be   inappropriate   under   applicable   standards  of
         professional  conduct (whether or not such  representation  by the same
         counsel  has  been  proposed)  due to  actual  or  potential  differing
         interests  between  them (in which case the Company  shall not have the
         right to assume  the  defense of such  action,  suit or  proceeding  on
         be-

                                       15



         half of the Purchaser or such  controlling  person).  It is understood,
         however,  that  the  Company  shall,  in  connection  with any one such
         action,  suit or  proceeding or separate but  substantially  similar or
         related actions,  suits or proceedings in the same jurisdiction arising
         out of the same general allegations or circumstances, be liable for the
         reasonable fees and expenses of only one separate firm of attorneys (in
         addition  to any  local  counsel)  at any  time for the  Purchaser  and
         controlling  persons not having actual or potential differing interests
         with you or among themselves, which firm shall be designated in writing
         by the  Purchaser,  and  that  all  such  fees  and  expenses  shall be
         reimbursed  as they are  incurred.  The Company shall not be liable for
         any settlement of any such action,  suit or proceeding effected without
         its written consent,  but if settled with such written  consent,  or if
         there be a final judgment for the plaintiff in any such action, suit or
         proceeding,  the Company  agrees to  indemnify  and hold  harmless  the
         Purchaser,  to the extent provided in the preceding paragraph,  and any
         such  controlling  person  from and against  any loss,  claim,  damage,
         liability or expense by reason of such settlement or judgment.

                  (c)    The Purchaser agrees to indemnify and hold harmless the
         Company and any person who controls  the Company  within the meaning of
         Section 15 of the  Securities Act or Section 20 of the Exchange Act, to
         the same  extent as the  foregoing  indemnity  from the  Company to the
         Purchaser,  but  only  with  respect  to  information  relating  to the
         Purchaser furnished in writing by or on behalf of the Purchaser through
         you expressly for use in the Offering  Memorandum  (or any amendment or
         supplement thereto). If any action, suit or proceeding shall be brought
         against the Company,  any of its  directors,  any such officer,  or any
         such  controlling  person  based  on the  Offering  Memorandum  (or any
         amendment or supplement thereto), and in respect of which indemnity may
         be sought  against the Purchaser  pursuant to this  paragraph  (c), the
         Purchaser  shall have the rights  and  duties  given to the  Company by
         paragraph  (b) above (except that if the Company shall have assumed the
         defense thereof,  the Purchaser shall not be required to do so, but may
         employ separate counsel therein and participate in the defense thereof,
         but the fees and expenses of such counsel  shall be at the  Purchaser's
         expense),  and the Company,  its directors,  any such officer,  and any
         such  controlling  person shall have the rights and duties given to the
         Purchaser by paragraph  (b) above.  The foregoing  indemnity  agreement
         shall be in addition to any liability which the Purchaser may otherwise
         have.

                  (d)    If the  indemnification  provided for in this Section 8
         is  unavailable  to an  indemnified  party under  paragraphs (a) or (c)
         hereof in  respect  of any  losses,  claims,  damages,  liabilities  or
         expenses  referred to therein,  then an indemnifying  party, in lieu of
         indemnifying  such  indemnified  party,  shall contribute to the amount
         paid or payable by such  indemnified  party as a result of such losses,
         claims,  damages,  liabilities or expenses (i) in such proportion as is
         appropriate to reflect the relative benefits received by the Company on
         the one hand and the  Purchaser  on the other hand from the offering of
         the Shares,  or (ii) if the allocation  provided by clause (i) above is
         not permitted by applicable  law, in such  proportion as is appropriate
         to reflect  not only the  relative  benefits  referred to in clause (i)
         above but also the  relative  fault of the  Company on the one hand and
         the  Purchaser  on the  other  in  connection  with the  statements  or
         omissions that resulted in such losses, claims, damages, liabilities or
         expenses, as well as any other relevant equitable  considerations.  The
         relative  benefits  received  by the  Company  on the one  hand and the
         Purchaser on the other shall be deemed to be in the same  proportion as
         the total net proceeds from the offering  (before  deducting  expenses)
         received by the Company bears to the difference between the total price
         paid by the Purchaser to the Company for the Shares and the total price
         paid by the Trust to the  Purchaser in  connection  with the deposit of
         the Shares  therein.  The relative fault of the Company on the one hand
         and the  Purchaser on the other 

                                       16



         hand shall be determined  by reference to, among other things,  whether
         the  untrue or  alleged  untrue  statement  of a  material  fact or the
         omission  or  alleged  omission  to state a  material  fact  relates to
         information supplied by the Company on the one hand or by the Purchaser
         on the other hand and the parties' relative intent,  knowledge,  access
         to information  and opportunity to correct or prevent such statement or
         omission.

                  (e)    The Company and the  Purchaser  agree that it would not
         be just and equitable if  contribution  pursuant to this Section 8 were
         determined  by a  pro  rata  allocation  or  by  any  other  method  of
         allocation  that does not take account of the equitable  considerations
         referred to in  paragraph  (d) above.  The amount paid or payable by an
         indemnified  party  as  a  result  of  the  losses,  claims,   damages,
         liabilities  and expenses  referred to in paragraph  (d) above shall be
         deemed to include,  subject to the  limitations  set forth  above,  any
         legal or other expenses  reasonably  incurred by such indemnified party
         in  connection  with  investigating  any  claim or  defending  any such
         action,  suit or  proceeding.  Notwithstanding  the  provisions of this
         Section 8, the Purchaser shall not be required to contribute any amount
         in  excess  of the  amount  by which  the  total  price  of the  Shares
         purchased by it and  deposited  in the Trust  exceeds the amount of any
         damages  which such  Purchaser  has  otherwise  been required to pay by
         reason of such  untrue or  alleged  untrue  statement  or  omission  or
         alleged  omission.  No person  guilty of  fraudulent  misrepresentation
         (within the meaning of Section  11(f) of the  Securities  Act) shall be
         entitled  to  contribution  from any  person who was not guilty of such
         fraudulent misrepresentation.

                  (f)    No indemnifying party shall,  without the prior written
         consent of the indemnified party,  effect any settlement of any pending
         or  threatened  action,  suit or  proceeding  in  respect  of which any
         indemnified  party is or could  have been a party and  indemnity  could
         have been  sought  hereunder  by such  indemnified  party,  unless such
         settlement includes an unconditional  release of such indemnified party
         from all  liability  on  claims  that are the  subject  matter  of such
         action, suit or proceeding.

                  (g)    If  at  any  time  an  indemnified   party  shall  have
         requested an indemnifying  party to reimburse the indemnified party for
         fees and expenses of counsel,  such  indemnifying  party agrees that it
         shall be  liable  for any  settlement  of the  nature  contemplated  by
         Section  8(a)  effected   without  its  written  consent  if  (i)  such
         settlement  is  entered  into more than 45 days  after  receipt by such
         indemnifying  party of the aforesaid  request,  (ii) such  indemnifying
         party shall have  received  notice of the terms of such  settlement  at
         least 30 days prior to such  settlement  being  entered  into and (iii)
         such  indemnifying  party shall not have  reimbursed  such  indemnified
         party  in  accordance  with  such  request  prior  to the  date of such
         settlement.  Notwithstanding the immediately  preceding sentence, if at
         any time an  indemnified  party shall have  requested  an  indemnifying
         party to  reimburse  the  indemnified  party for fees and  expenses  of
         counsel,  an indemnifying  party shall not be liable for any settlement
         of the nature contemplated by Section 8(a) effected without its consent
         if such  indemnifying  party (i) reimburses such  indemnified  party in
         accordance with such request to the extent it considers such request to
         be reasonable and (ii) provides written notice to the indemnified party
         substantiating  the unpaid balance as unreasonable,  in each case prior
         to the date of such settlement.

                  (h)    Any losses,  claims,  damages,  liabilities or expenses
         for  which an  indemnified  party is  entitled  to  indemnification  or
         contribution  under  this  Section 8 shall be paid by the  indemnifying
         party  to the  indemnified  party  as  such  losses,  claims,  damages,
         liabilities  or expenses are in-

                                       17



         curred.  The indemnity and  contribution  agreements  contained in this
         Section 8 and the  representations  and  warranties  of the Company set
         forth in this  Agreement  shall remain  operative and in full force and
         effect, regardless of (i) any investigation made by or on behalf of the
         Purchaser or any person  controlling  the Purchaser,  the Company,  its
         directors  or officers,  or any person  controlling  the Company,  (ii)
         acceptance of any Shares and payment therefor hereunder,  and (iii) any
         termination  of this  Agreement.  A successor  to the  Purchaser or any
         person controlling the Purchaser,  or to the Company,  its directors or
         officers,  or any person controlling the Company,  shall be entitled to
         the  benefits  of  the  indemnity,   contribution   and   reimbursement
         agreements contained in this Section 8.

                  9.     Conditions of Purchaser's Obligations.  The obligations
of the Purchaser to purchase the Shares under this  Agreement are subject to the
satisfaction of each of the following conditions:

                  (a)    All the  representations  and warranties of the Company
         and the Operating Partnership contained in this Agreement shall be true
         and correct,  in all material  respects,  on the Closing Date, with the
         same force and effect as if made on and as of the Closing  Date; to the
         knowledge  of  the  Company  and  the   Operating   Partnership,   such
         representations  and warranties were true and correct,  in all Material
         respects, as of the date of this Agreement and on the Closing Date.

                  (b)    The  Offering   Memorandum   (and  any   amendments  or
         supplements thereto) shall have been distributed to the Purchaser on or
         prior to the date of this  Agreement  or at such other date and time as
         to which  the  Purchaser  may  agree;  and no stop  order  pursuant  to
         applicable law  suspending  the sale of the Shares in any  jurisdiction
         shall have been issued and no  proceeding  for that purpose  shall have
         been commenced or shall be pending or threatened.

                  (c)    Since the dates as of which information is given in the
         Offering  Memorandum,  there shall not have been any  material  adverse
         change in the capital stock,  partners' equity or long-term debt of the
         Company,  the Operating  Partnership  or any of the  Subsidiaries  on a
         consolidated basis, except as described or contemplated in the Offering
         Memorandum,   or  any  material  adverse  change,  or  any  development
         involving a prospective  material  adverse change,  in or affecting the
         general affairs, business, prospects, management, properties, financial
         position,   stockholders'  equity,   partners'  equity  or  results  of
         operations  of  the  Company,   the  Operating   Partnership   and  the
         Subsidiaries,  taken  as a  whole,  otherwise  than  as  set  forth  or
         contemplated  in the Offering  Memorandum,  the effect of which in your
         judgment  makes it  impracticable  or  inadvisable  to proceed with the
         public  offering or the  delivery of the Shares on the terms and in the
         manner contemplated in the Offering  Memorandum;  and other than as set
         forth in the Offering  Memorandum,  no proceedings shall be pending or,
         to the knowledge of the Company, after due inquiry,  threatened against
         the Operating  Partnership or the Company or any Property  before or by
         any federal, state or other commission, board or administrative agency,
         where an unfavorable  decision,  ruling or finding could  reasonably be
         expected to result in a Material Adverse Effect;

                  (d)    You shall have received on and as of the Closing Date a
         certificate  signed  by the  Chairman  of the  Board  of  Directors  or
         President  or Chief  Executive  Officer  of the  Company  and the Chief
         Financial or Accounting Officer of the Company,  in their capacities as
         of-

                                       18


ficers  of the  Company,  on behalf of the  Company for itself and as
         general partner of the Operating  Partnership,  satisfactory to you, to
         the effect set forth in subsections (a) through (c) of this Section;

                  (e)    You shall have  received on the Closing Date an opinion
         (satisfactory to you and counsel for the Purchaser),  dated the Closing
         Date,  of Cahill  Gordon & Reindel,  counsel  for the  Company  and the
         Operating Partnership, to the effect that:

                         (i)     The Company is duly  qualified or registered as
                  a foreign  corporation  to  transact  business  and is in good
                  standing in each  jurisdiction  identified with an asterisk in
                  Schedule I hereto.  Each of FIFC and FISC is duly qualified or
                  registered as a foreign  corporation to transact  business and
                  is in good standing in each  jurisdiction  identified  with an
                  asterisk in Schedule I hereto.

                         (ii)    The  Operating  Partnership  and  each  of  the
                  Financing  Partnership  and  Securities,  L.P.  has been  duly
                  formed and is validly  existing  as a limited  partnership  in
                  good standing under the laws of its state of organization. The
                  Operating  Partnership  and each of the Financing  Partnership
                  and Securities,  L.P. has all requisite  partnership power and
                  authority to own,  lease and operate its  properties and other
                  assets,  to conduct  the  business  in which it is engaged and
                  proposes to engage, in each case, as described in the Offering
                  Memorandum,  and the Operating Partnership has the partnership
                  power to enter into and  perform  its  obligations  under this
                  Agreement. The Operating Partnership and each of the Financing
                  Partnership  and   Securities,   L.P.  is  duly  qualified  or
                  registered as a foreign partnership and is in good standing in
                  each  jurisdiction  identified  with an asterisk in Schedule I
                  hereto.

                         (iii)   To the knowledge of such counsel  (assuming due
                  authorization,   execution   and   delivery  of  each  of  the
                  partnership  agreements  of  the  Operating  Partnership,  the
                  Financing  Partnership  and  Securities,  L.P., by each of the
                  parties thereto), all of the outstanding partnership interests
                  of the Operating  Partnership,  the Financing  Partnership and
                  Securities, L.P. have been duly authorized, validly issued and
                  fully paid and, except for Units not owned by the Company, are
                  owned  directly or  indirectly by the Company or the Operating
                  Partnership.

                         (iv)    To the knowledge of such  counsel,  none of the
                  Company, the Operating Partnership, the Financing Partnership,
                  Securities,  L.P.,  FIFC or FISC is in violation of or default
                  under its charter, by-laws, certificate of limited partnership
                  or partnership agreement, as the case may be, and none of such
                  entities is in default in the performance or observance of any
                  obligation,  agreement, covenant or condition contained in any
                  document (as in effect on the date of such opinion)  listed as
                  an exhibit to the  Company's  Annual  Report on Form 10-K,  to
                  which such  entity is a party or by which  such  entity may be
                  bound,  or to which  any of the  property  or  assets  of such
                  entity or any  Property  is  subject  to or bound by (it being
                  understood  that (i) such counsel need express no opinion with
                  respect  to  matters  relating  to  any  contract,  indenture,
                  mortgage,  loan  agreement,  note,  lease,  joint  venture  or
                  partnership   agreement  or  other   instrument  or  agreement
                  relating to the acquisition, transfer, operation, maintenance,

                                       19



                  management  or  financing  of any  property  or assets of such
                  entity or any other  Property and (ii) such counsel may assume
                  compliance with the financial  covenants contained in any such
                  document),  except in each  case for  violations  or  defaults
                  which in the aggregate are not  reasonably  expected to have a
                  Material Adverse Effect.

                         (v)     Each of  this  Agreement  and the  Registration
                  Rights Agreement was duly and validly  authorized and executed
                  by each of the Company and the Operating Partnership.

                         (vi)    The  execution  and delivery of this  Agreement
                  and the Registration  Rights Agreement,  the issuance and sale
                  of the  Shares  and the  performance  by the  Company  and the
                  Operating  Partnership of their respective  obligations  under
                  this Agreement and the  Registration  Rights Agreement and the
                  consummation   of  the   transactions   herein   and   therein
                  contemplated  will not require,  to such counsel's  knowledge,
                  any  consent,  approval,  authorization  or other order of any
                  court,   regulatory  body,   administrative  agency  or  other
                  governmental  body (except  such as may be required  under the
                  state securities,  Blue Sky or real estate syndication laws in
                  connection  with the purchase of the Shares by the  Purchaser)
                  and did not and do not conflict with or constitute a breach or
                  violation of or default under:  (1) any document (as in effect
                  on the  date of such  opinion)  listed  as an  exhibit  to the
                  Company's Annual Report on Form 10-K, as amended, to which any
                  such entity is a party or by which it or any of them or any of
                  their  respective  properties  or other assets may be bound or
                  subject  and  of  which  such   counsel  is  aware  (it  being
                  understood  that (i) such counsel need express no opinion with
                  respect  to  matters  relating  to  any  contract,  indenture,
                  mortgage,  loan  agreement,  note,  lease,  joint  venture  or
                  partnership   agreement  or  other   instrument  or  agreement
                  relating to the acquisition, transfer, operation, maintenance,
                  management  or  financing  of any  property  or assets of such
                  entity or any other  Property and (ii) such counsel may assume
                  compliance with the financial  covenants contained in any such
                  document);  (2) the  certificate  of  limited  partnership  or
                  partnership  agreement,  as the case may be, of the  Operating
                  Partnership,  the Financing Partnership,  and Securities, L.P.
                  or the articles of  incorporation  or bylaws,  as the case may
                  be, of the Company, FIFC or FISC; (3) any applicable law, rule
                  or  administrative   regulation,   except  in  each  case  for
                  conflicts,  breaches,  violations  or  defaults  that  in  the
                  aggregate would not have a Material Adverse Effect.

                         (vii)   The  information  in Exhibit A to the  Offering
                  Memorandum  under  "Description  of  Common  Stock,"  "Certain
                  Federal   Income   Tax   Considerations,"    "Risk   Factors,"
                  "Restrictions  on  Transfers  of Capital  Stock" and  "Federal
                  Income Tax  Considerations," to the extent that it constitutes
                  statements  of  law,   descriptions  of  statutes,   rules  or
                  regulations,  summaries of documents or legal conclusions, has
                  been  reviewed by such  counsel and is correct in all material
                  respects and presents  fairly the  information  required to be
                  disclosed therein.

                         (viii)  The  partnership   agreement  of  each  of  the
                  Operating  Partnership,  Securities,  L.P.  and the  Financing
                  Partnership  has been duly  authorized,  validly  executed and
                  delivered by each of the Company and the Subsidiaries,  to the
                  extent   they  are   

                                       20



                  parties thereto, and assuming due authorization, execution and
                  delivery  by  the  other  parties  to  each  such  partnership
                  agreement,  is  valid,  legally  binding  and  enforceable  in
                  accordance with its terms, subject to bankruptcy,  insolvency,
                  fraudulent  transfer,  reorganization,  moratorium and similar
                  laws  of  general  applicability   relating  to  or  affecting
                  creditors'   rights  and  of  general   principles  of  equity
                  (regardless of whether such  enforceability is considered in a
                  proceeding in equity or at law).

                         (ix)    None of the Company, the Corporate Subsidiaries
                  or the  Partnership  Subsidiaries is required to be registered
                  as an investment  company under the Investment  Company Act of
                  1940, as amended.

                         (x)     Based upon the  representations  and warranties
                  of the  Purchaser  contained  herein,  it is not  necessary in
                  connection with the offer, sale and delivery of the Securities
                  to the  Purchaser or the Trust in the manner  contemplated  by
                  the Purchase Agreement and the Offering Memorandum to register
                  the Securities under the Securities Act.

                  In  addition,  Cahill  Gordon & Reindel  shall state that they
         have    participated   in   conferences   with   officers   and   other
         representatives  of the  Company,  the  Operating  Partnership  and the
         Subsidiaries, representatives of the independent public accountants for
         the  Company,  the  Operating  Partnership  and  the  Subsidiaries  and
         representatives  of the Purchaser at which the contents of the Offering
         Memorandum and related  matters were  discussed.  On the basis thereof,
         but without  independent  verification  by such counsel of, and without
         passing  upon  or  assuming  any  responsibility   for,  the  accuracy,
         completeness  or fairness of the  statements  contained in the Offering
         Memorandum or any amendments or supplements thereto, no facts have come
         to the  attention  of such  counsel  that lead them to believe that the
         Offering  Memorandum,  including the documents  incorporated therein by
         reference,  at the time the Offering Memorandum was issued, at the time
         any such amended or supplemented  Offering  Memorandum was issued or at
         the Closing Date,  contained any untrue statement of a material fact or
         omitted to state any  material  fact  required to be stated  therein or
         necessary in order to make the  statements  therein not  misleading (it
         being understood that such counsel need express no opinion with respect
         to  the  financial  statements,   schedules  and  other  financial  and
         statistical   data  included  in  the  Offering   Memorandum)  and  may
         specifically  note that financial  statements  have not been filed with
         respect  to the  Company's  Current  Report on Form 8-K filed  with the
         Commission on April 20, 1998.

                  In giving its opinion,  such  counsel  shall  expressly  limit
         their  opinion to matters of Federal  and New York law and the  Revised
         Uniform Limited  Partnership Act and the General Corporation Law of the
         State of Delaware and may rely without independent  verification (A) as
         to all matters of fact,  upon  certificates  and written  statements of
         officers, directors, partners and employees of and accountants for each
         of  the  Company,  the  Corporate   Subsidiaries  and  the  Partnership
         Subsidiaries,  (B) as to matters of  Maryland  law,  on the  opinion of
         McGuire,  Woods, Battle & Boothe, L.L.P.,  Baltimore,  Maryland,  which
         opinion  shall  be in form and  substance  reasonably  satisfactory  to
         counsel for the  Purchaser,  (C) as to matters of Illinois  law, on the
         opinion of Barack Ferrazzano  Kirschbaum Perlman & Nagelberg,  Chicago,
         Illinois,  which  opinion  shall  be in form and  substance  reasonably
         satisfactory  to  counsel  for the  

                                       21




         Purchaser,  and (D) as to the good  standing and  qualification  of the
         Company, the Corporate Subsidiaries and the Partnership Subsidiaries to
         do  business  in  any  state  or  jurisdiction,  upon  certificates  of
         appropriate  government  officials  or  opinions  of  counsel  in  such
         jurisdictions.   Counsel   need  express  no  opinion  (i)  as  to  the
         enforceability of forum selection clauses in the federal courts or (ii)
         with respect to the  requirements  of, or  compliance  with,  any state
         securities, Blue Sky or real estate syndication laws.

                  (f)    You shall have  received on the Closing Date an opinion
         or opinions (satisfactory to you and counsel for the Purchaser),  dated
         the Closing Date, of McGuire,  Woods, Battle & Boothe,  L.L.P., special
         Maryland counsel for the Company, to the effect that:

                         (i)     Each  of  the   Company   and   the   Corporate
                  Subsidiaries  has  been  duly   incorporated  and  is  validly
                  existing as a corporation  in good standing  under the laws of
                  its respective jurisdiction of incorporation.

                         (ii)    Each  of  the   Company   and   the   Corporate
                  Subsidiaries  has corporate  power and authority to own, lease
                  and operate its properties and other assets and to conduct the
                  business in which it is engaged or proposes to engage, in each
                  case, as described in the Offering Memorandum, and the Company
                  has the  corporate  power  and  authority  to  enter  into and
                  perform  its   obligations   under  this   Agreement  and  the
                  Registration Rights Agreement.

                         (iii)   The   Company's    authorized    capitalization
                  consists of 10,000,000  shares of preferred  stock,  par value
                  $.01 per share,  100,000,000 shares of common stock, par value
                  $.01 per share and  65,000,000  shares  of excess  stock,  par
                  value $.01 per share. All of the issued and outstanding shares
                  of capital stock of the Company have been duly  authorized and
                  are validly  issued,  fully paid and  non-assessable.  All the
                  issued  and  outstanding   shares  of  capital  stock  of  the
                  Corporate  Subsidiaries  have  been  duly  authorized  and are
                  validly issued, fully paid and non-assessable and are owned by
                  the Company.

                         (iv)    Each of the Shares has been duly authorized for
                  issuance and sale to the Purchaser  pursuant to this Agreement
                  and,  when  validly  issued  and  delivered  pursuant  to this
                  Agreement  against payment of the Purchase Price, will be duly
                  authorized, validly issued, fully paid and non-assessable.  To
                  the extent Maryland law provides the basis for  determination,
                  the Purchaser is receiving good, valid and marketable title to
                  the  Shares,   free  and  clear  of  all  security  interests,
                  mortgages,  pledges, liens, encumbrances,  claims and equities
                  if the  Purchaser  acquires  such  Shares  in good  faith  and
                  without  notice  of any such  security  interests,  mortgages,
                  pledges, liens, encumbrances, claims or equities. The terms of
                  the Shares conform in all material  respects to all statements
                  and  descriptions  related  thereto  contained in the Offering
                  Memorandum.  The Shares are in due and proper  form and comply
                  in  all   material   respects   with  all   applicable   legal
                  requirements  and  with  the  requirements  of the  NYSE.  The
                  issuance  of the Shares is not  subject to any  preemptive  or
                  other   similar   rights   arising  un-

                                       22



                  der Maryland General Corporation Law, the Company's charter or
                  by-laws,  as amended to date,  or any  agreement of which such
                  counsel is aware.

                         (v)     Each of  this  Agreement  and the  Registration
                  Rights Agreement was duly and validly  authorized and executed
                  by the Company.

                         (vi)    The  execution  and delivery of this  Agreement
                  and the  Registration  Rights Agreement and the performance of
                  the obligations and the  consummation of the  transactions set
                  forth herein and therein by the Company  will not require,  to
                  the  knowledge  of  such  counsel,   any  consent,   approval,
                  authorization or other order of any Maryland court, regulatory
                  body, administrative agency or other governmental body (except
                  as such may be  required  under  the Act or  other  securities
                  laws) and did not and do not  conflict  with or  constitute  a
                  breach or  violation of or default  under:  (1) the charter or
                  by-laws,  as  the  case  may  be,  of  the  Company;  (2)  any
                  applicable Maryland law, rule or administrative  regulation or
                  any order or  administrative  or court  decree  of which  such
                  counsel is aware, except in each case for conflicts, breaches,
                  violations or defaults that in the aggregate  would not have a
                  Material Adverse Effect.

                         (vii)   To the knowledge of such  counsel,  no Material
                  authorization,  approval,  consent  or order  of any  Maryland
                  court,  governmental  authority,  agency  or other  entity  is
                  required in connection with the due  authorization,  execution
                  or delivery of either of this  Agreement  or the  Registration
                  Rights  Agreement by the Company or the offering,  issuance or
                  sale to the  Purchaser or the deposit by the  Purchaser of the
                  Shares  hereunder,  except  such  as  may  be  required  under
                  Maryland securities, blue sky or real estate syndication laws.

                         (viii)  The  information  in Exhibit A to the  Offering
                  Memorandum  under  "Description  of  Common  Stock,"  "Certain
                  Provisions  of  Maryland  Law and the  Company's  Articles  of
                  Incorporation  and Bylaws" and  "Restrictions  on Transfers of
                  Capital Stock" to the extent that it constitutes statements of
                  law, descriptions of statutes, rules or regulations, summaries
                  of documents or legal  conclusions,  has been reviewed by such
                  counsel  and, as to Maryland  law, is correct in all  material
                  respects and presents  fairly the  information  required to be
                  disclosed therein.

                         (ix)    The   Company   and   each  of  the   Corporate
                  Subsidiaries  was  authorized  to enter  into the  partnership
                  agreement of each Partnership Subsidiary for which the Company
                  or such  Corporate  Subsidiary,  as the  case  may be,  is the
                  general partner.

                  (g)    You shall have received on the Closing Date, an opinion
         or opinions (satisfactory to you and counsel for the Purchaser),  dated
         the Closing Date, of Barack Ferrazzano Kirschbaum, Perlman & Nagelberg,
         special Illinois counsel for the Company, to the effect that:

                         (i)     To the knowledge of such  counsel,  none of the
                  Company,  FRA, the Operating  Partnership,  FIMC, the Mortgage
                  Partnership,  FIH,  FII,  FIHC and FIIC is in violation of, or
                  default in connection  with the  performance  or observance of
                  any obli-

                                       23


                  gation,  agreement,  covenant or condition contained in any or
                  all of (A) the consummation of (1) a certain  revolving credit
                  facility made  available to the Operating  Partnership  by The
                  First National Bank of Chicago and Union Bank of  Switzerland,
                  New York Branch ("UBS"), on behalf of themselves and as agents
                  for various  co-lenders;  and (2) a certain mortgage loan made
                  available to the Mortgage  Partnership by Nomura Asset Capital
                  Corporation;  (B) the assumption by the Operating  Partnership
                  of a certain  mortgage  loan from PFL Life  Insurance  Company
                  made  available  to  Fourth  Brookville   Associates   Limited
                  Partnership;  (C) the assumption by the Operating  Partnership
                  of a certain loan from Monumental Life Insurance  Company made
                  available to Lincoln Center  Associates  Limited  Partnership;
                  (D) the  assumption by the Operating  Partnership of a certain
                  loan from Sun Life Assurance  Company of Canada made available
                  to  Sealy  James  Park,  L.L.C.;  (E)  the  assumption  by the
                  Operating Partnership of a certain mortgage loan from American
                  National Insurance Company made available to American National
                  Bank and Trust Company of Chicago,  as Trustee under Trust No.
                  113913-07;  (F) the assumption by the Operating Partnership of
                  a certain  mortgage  loan  from  State  Street  Bank and Trust
                  Company,   as  Trustee  for  Holders  of  Commercial  Mortgage
                  Pass-Through  Certificates,  acting  by and  through  Lutheran
                  Brotherhood,  its  duly  authorized   Attorney-in-Fact,   made
                  available to Walglen Investments  Limited; (G) the origination
                  of a certain  mortgage  loan made  available to the  Operating
                  Partnership and Indianapolis, L.P. by Connecticut General Life
                  Insurance Company;  and (H) the acquisition of property by the
                  Operating Partnership subject to a certain mortgagee loan from
                  Smithkline Beecham Clinical Laboratories,  Inc. made available
                  to 290 Industrial Co., LLC (all such  indebtedness  referenced
                  in (A) through (H), collectively,  the "Credit Documents") and
                  (b) various pending agreements of purchase and sale into which
                  FR  Acquisitions,  Inc.  has entered  into for the purchase of
                  certain   real   properties   (collectively,    the   "Pending
                  Contracts"),  except in each case for  defaults  that,  in the
                  aggregate,  are not  reasonably  expected  to have a  Material
                  Adverse Effect.

                         (ii)    The  execution  and delivery of this  Agreement
                  and the  Registration  Rights Agreement and the performance of
                  the  obligations  and the  consummation of the transaction set
                  forth  herein and  therein by the  Company  and the  Operating
                  Partnership  did not and do not conflict  with or constitute a
                  breach or  violation  of, or  default  under:  (A) the  Credit
                  Documents and the Pending  Contracts;  (B) any applicable law,
                  rule or  administrative  regulation of the federal  government
                  (or agency thereof) of the United States;  or (C) any order or
                  administrative  or  court  decree  issued  to  or  against  or
                  concerning the Company, the Operating  Partnership,  FIMC, the
                  Mortgage Partnership, FIH, FII, FIHC, or FIIC, of which in the
                  cases of  clauses  (B) and (C) above,  such  counsel is aware,
                  except in each case for  conflicts,  breaches,  violations  or
                  defaults  that in the  aggregate  would  not  have a  Material
                  Adverse Effect.

                         (iii)   To the knowledge of such counsel,  there are no
                  legal or governmental  proceedings  pending or threatened that
                  do, or are likely to, have a Material Adverse Effect.

                                       24



                         (iv)    The  information  in the Company's  1997 Annual
                  Report on Form  10-K  under  Item 2 "The  Properties--Mortgage
                  Loans"  (except for the 1994 Mortgage Loan) to the extent that
                  it constitutes  statements of law,  descriptions  of statutes,
                  summaries of principal  financing terms of Credit Documents or
                  legal  conclusions,  has been  reviewed by such counsel and is
                  correct  in all  material  respects  and  presents  fairly the
                  information disclosed therein.

                  (h)    You shall have received on the Closing Date an opinion,
         dated  the  Closing  Date,  of  Rogers  & Wells  LLP,  counsel  for the
         Purchaser, as to the matters referred to in clause (i) (with respect to
         the  Company  only)  and  (iv)  (with  respect  to the  first  and last
         sentences  only) of Section  9(f) and  clause (v) (with  respect to the
         Company only) of Section 9(e) and in addition, Rogers & Wells LLP shall
         make  statements  similar  to those  contained  in the first  paragraph
         following  clause (x) of  Section  9(e)  hereto  with  similar  express
         limitations and shall be entitled to rely on those persons described in
         the second  paragraph  following  clause (x)  Section  9(e) hereto with
         respect to the matters described therein.

                  (i)    Since the date hereof,  there shall not have occurred a
         downgrading  in  the  rating  assigned  to  the  Shares  or  any of the
         Company's securities or the Operating Partnership's other securities by
         any such rating  organization,  and no such rating  organization  shall
         have publicly announced that it has under surveillance or review,  with
         possible negative implications,  its rating of the Shares or any of the
         Company's securities or the Operating Partnership's other securities.

                  (j)    On the date hereof or such other date as the  Purchaser
         may agree to,  Coopers & Lybrand  L.L.P.  shall have  furnished  to the
         Purchaser a letter,  dated the date of its  delivery,  addressed to the
         Purchaser and in form and substance  satisfactory to the Purchaser (and
         to  its  counsel),   confirming  that  they  are   independent   public
         accountants with respect to the Company and its Subsidiaries as defined
         in the  Securities  Act and with  respect  to the  financial  and other
         statistical  and  numerical   information  contained  in  the  Offering
         Memorandum  and  containing  statements  and  information  of the  type
         ordinarily  included in accountants'  "comfort letters" as set forth in
         the AICPA's  Statement on Auditing  Standards  72. At the Closing Date,
         Coopers & Lybrand  L.L.P.  shall  have  furnished  to the  Purchaser  a
         letter,  dated the date of its delivery,  which shall  confirm,  on the
         basis of a review in accordance  with the  procedures  set forth in the
         letter  from it,  that  nothing  has come to its  attention  during the
         period from the date of the letter referred to in the prior sentence to
         a date  (specified  in the letter) not more than five days prior to the
         Closing  Date,  which would  require any change in its letter dated the
         date  hereof  if it were  required  to be dated  and  delivered  at the
         Closing Date.

                  (k)    The Company and its Subsidiaries shall not have failed,
         at or prior to the Closing  Date,  to perform or comply with any of the
         agreements  pursuant to Section 5 herein  contained  and required to be
         performed  or  complied  with by the Company at or prior to the Closing
         Date.

                  (l)    At the Closing Date,  counsel for the  Purchaser  shall
         have  been  furnished  with such  documents  and  opinions  as they may
         reasonably  require for the  purpose of enabling  them to pass upon the
         issuance  and sale of the Shares,  as herein  contemplated  and related

                                       25



         proceedings,  or in  order  to  evidence  the  accuracy  of  any of the
         representations  or  warranties,  or  the  fulfillment  of  any  of the
         conditions,  herein contained; and all proceedings taken by the Company
         in  connection  with the  issuance  and sale of the  Shares  as  herein
         contemplated shall be reasonably  satisfactory in form and substance to
         the Purchaser and counsel for the Purchaser.

                  (m)    Each of the Company and the Operating Partnership shall
         have  authorized,  executed and delivered to Purchaser the Registration
         Rights Agreement.

                  (n)    At  the  Closing  Date,  the  Shares  shall  have  been
         approved for listing on the NYSE upon official notice of issuance.

                  The opinions  and  certificates  mentioned  in this  Agreement
shall be deemed to be in compliance with the provisions  hereof only if they are
in all material respects  satisfactory to you and to Rogers & Wells LLP, counsel
for the Purchaser.

                  10.    Effective   Date  of   Agreement;   Termination.   This
Agreement shall become effective upon the execution of this Agreement.

                  This  Agreement  may be  terminated  at any time  prior to the
Closing Date by you by written notice to the Company if any of the following has
occurred: (i) since the respective dates as of which information is given in the
Offering Memorandum, there has been a Material Adverse Effect, (ii) any outbreak
or escalation of  hostilities  or other  national or  international  calamity or
crisis or change in  economic  conditions  or in the  financial  markets  of the
United States or elsewhere  that, in the judgment of Purchaser,  is material and
adverse  and would,  in the  judgment of  Purchaser,  make it  impracticable  or
inadvisable  to (x)  commence or continue the offering of the units of the Trust
to the public,  or (y) enforce contracts for the sale of the units of the Trust,
(iii) the suspension or material limitation of trading in securities on the NYSE
or the American Stock  Exchange or material  limitation on prices for securities
on either of such exchanges,  (iv) the enactment,  publication,  decree or other
promulgation of any federal or state statute,  regulation,  rule or order of any
court or other  governmental  authority  which in your opinion would result in a
Material Adverse Effect,  (v) the declaration of a banking  moratorium by either
federal  or New York State  authorities  or (vi) the taking of any action by any
federal,  state or local  government  or agency in  respect of its  monetary  or
fiscal  affairs  which in your  opinion  has a  material  adverse  effect on the
financial markets in the United States.

                  11.    Miscellaneous.  Notices given pursuant to any provision
of this Agreement shall be addressed as follows: (a) if to the Company, to First
Industrial  Realty Trust,  Inc.,  311 South Wacker Drive,  Suite 4000,  Chicago,
Illinois  60606,  Attention:  Michael T. Tomasz,  with a copy to Cahill Gordon &
Reindel,  80 Pine  Street,  New York,  New York  10005,  Attention  of Gerald S.
Tanenbaum,  Esq.  and (b) if to  you,  Merrill  Lynch,  Pierce,  Fenner  & Smith
Incorporated,  North Tower,  World Financial  Center,  New York, New York 10281,
Attention:  Cara Londin, with a copy to Rogers & Wells LLP, 200 Park Avenue, New
York, New York 10166,  Attention of Robert E. King,  Jr., or in any case to such
other address as the person to be notified may have requested in writing.

                  The  provisions  of  Sections  5,  6,  7  and 8  shall  remain
operative and in full force and effect, and will survive delivery of and payment
for the Shares,  regardless  of (i) any  investigation,  or  

                                       26


statement as to the results thereof, made by or on behalf of the Purchaser or by
or on behalf of the  Company,  the  officers or  directors of the Company or any
controlling  person of the Company and (ii) acceptance of the Shares and payment
for them hereunder.

                  In the event of termination of this Agreement,  the provisions
of Sections 5(i) and 8 shall remain operative and in full force and effect.

                  If this Agreement shall be terminated by the Purchaser because
of  any  failure  or  refusal  on  the  part  of the  Company  or the  Operating
Partnership to comply with the terms or to fulfill any of the conditions of this
Agreement,  the Company and the  Operating  Partnership  agree to reimburse  the
Purchaser for all out-of-pocket  expenses  (including the fees and disbursements
of counsel) reasonably incurred by them.

                  Except as otherwise  provided,  this Agreement has been and is
made  solely  for the  benefit  of and shall be binding  upon the  Company,  the
Operating  Partnership and the Purchaser,  any controlling  persons  referred to
herein and their  respective  successors  and assigns,  all as and to the extent
provided in this Agreement,  and no other person shall acquire or have any right
under or by virtue of this  Agreement.  The term  "successors and assigns" shall
not include a purchaser of any of the Shares from the Purchaser  merely  because
of such purchase.

                  This  Agreement  shall be governed and construed in accordance
with the laws of the State of New York  applicable  to contracts  made and to be
performed in New York.

                  This  Agreement  may be signed in various  counterparts  which
together shall constitute one and the same instrument.


                                       27





                  Please  confirm that the  foregoing  correctly  sets forth the
agreement among the Company, the Operating Partnership,  and the Purchaser as of
the date first written above.

                                  Very truly yours,

                                  FIRST INDUSTRIAL REALTY TRUST, INC.


                                  By:    /s/ Michael J. Havala
                                         ------------------------
                                         Name:  Michael J. Havala
                                         Title: Chief Financial Officer
                                                and Secretary


                                  FIRST INDUSTRIAL, L.P.

                                  By:    First Industrial Realty Trust, Inc.
                                         as its sole general partner


                                  By:    /s/ Michael J. Havala
                                         ------------------------
                                         Name:  Michael J. Havala
                                         Title: Chief Financial Officer
                                                and Secretary

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
      INCORPORATED


By:    /s/ John C. Brady
       ----------------------
       Name:
       Title:





                                   SCHEDULE I
                                   ----------


             JURISDICTIONS OF FOREIGN QUALIFICATION OF THE COMPANY,
           THE CORPORATE SUBSIDIARIES AND THE PARTNERSHIP SUBSIDIARIES
           -----------------------------------------------------------


ENTITY:                                                        JURISDICTION
- ------                                                         ------------

First Industrial, L.P.                                         Georgia*
                                                               Illinois*
                                                               Indiana*
                                                               Iowa
                                                               Michigan
                                                               Minnesota*
                                                               Missouri
                                                               New Jersey*
                                                               New York*
                                                               Ohio
                                                               Pennsylvania
                                                               Tennessee
                                                               Wisconsin

First Industrial Realty Trust, Inc.                            Georgia*
                                                               Illinois*
                                                               Indiana*
                                                               Michigan*
                                                               Minnesota*
                                                               New Jersey*
                                                               New York*
                                                               Ohio

First Industrial Securities, L.P.                              Illinois
                                                               Michigan
                                                               Minnesota
                                                               Pennsylvania

First Industrial Securities Corporation                        Illinois*
                                                               Michigan*

First Industrial Pennsylvania Partnership, L.P.                Pennsylvania



*        Denotes jurisdictions on which counsel is opining.


                                  SCHEDULE I-1



ENTITY:                                                        JURISDICTION
- ------                                                         ------------

First Industrial Pennsylvania Corporation                      Pennsylvania

First Industrial Harrisburg, L.P.                              Pennsylvania

First Industrial Harrisburg Corporation                        Pennsylvania

First Industrial Financing Partnership, L.P.                   Georgia
                                                               Illinois
                                                               Iowa
                                                               Michigan
                                                               Minnesota
                                                               Missouri
                                                               New Hampshire
                                                               Pennsylvania
                                                               Tennessee
                                                               Texas
                                                               Wisconsin

First Industrial Finance Corporation                           Georgia*
                                                               Illinois*
                                                               Michigan*
                                                               Wisconsin

First Industrial Management Corporation                        Georgia
                                                               Illinois
                                                               Indiana
                                                               Iowa
                                                               Kansas
                                                               Michigan
                                                               Minnesota
                                                               Missouri
                                                               New Hampshire
                                                               Ohio
                                                               Pennsylvania
                                                               Tennessee
                                                               Texas
                                                               Wisconsin


*        Denotes jurisdictions on which counsel is opining.


                                  SCHEDULE I-2



ENTITY:                                                        JURISDICTION
- ------                                                         ------------

First Industrial (Atlanta) Management Corporation              Georgia
                                                               Illinois

FR Acquisitions, Inc.                                          Georgia
                                                               Illinois
                                                               Indiana
                                                               Michigan
                                                               Minnesota
                                                               Missouri
                                                               Ohio
                                                               Pennsylvania
                                                               Tennessee
                                                               Wisconsin

First Industrial Mortgage Partnership, L.P.                    Georgia
                                                               Illinois
                                                               Michigan
                                                               Minnesota
                                                               Missouri
                                                               Tennessee

First Industrial Mortgage Corporation                          Illinois
                                                               Michigan

First Industrial Indianapolis, L.P.                            Indiana
First Industrial Indianapolis Corporation                      None
First Industrial Development Services Group, L.P.              None
FI Development Services Corporation                            None




*        Denotes jurisdictions on which counsel is opining.



                                  SCHEDULE I-3
                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of April
29,  1998 by and  between  First  Industrial  Realty  Trust,  Inc.,  a  Maryland
corporation  (the  "Company"),   and  Merrill  Lynch,  Pierce,  Fenner  &  Smith
Incorporated (the "Initial  Purchaser") pursuant to the Purchase Agreement dated
as of April 23,  1998 (the  "Purchase  Agreement")  between  the Company and the
Initial  Purchaser.  In order to induce the Initial  Purchaser to enter into the
Purchase Agreement, the Company has agreed to provide the registration and other
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.

         The Company agrees with the Initial  Purchaser,  (i) for its benefit as
Initial  Purchaser and (ii) for the benefit of the beneficial  owners (including
the Initial Purchaser) from time to time of the Shares (as defined herein) (each
of the foregoing,  a "Holder" and together the "Holders"),  it being  understood
that for purposes of this Agreement the term  "beneficial  owner" shall not mean
any person  holding an interest in a unit  investment  trust solely by reason of
such holding, as follows:

         SECTION  1.   Definitions.   Capitalized   terms  used  herein  without
definition  shall  have  their  respective  meanings  set forth in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

         Affiliate means with respect to any specified person, an "affiliate" of
such person as defined in Rule 144(a)(1).

         Amendment  Effectiveness  Deadline  Date has the  meaning  set forth in
Section 3(d) hereof.

         Business Day means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on  which  banking  institutions  in The  City of New York are
authorized or obligated by law or executive order to close.

         Common  Stock  means the  shares of  common  stock,  $.01 par value per
share, of the Company.

         Deferral Notice has the meaning set forth in Section 4(i) hereof.

         Deferral  Period means the period during which the  availability of any
Registration  Statement  and  Prospectus  is suspended  pursuant to Section 4(i)
hereof.

         Effectiveness  Deadline  Date has the meaning set forth in Section 3(a)
hereof.

         Effectiveness  Period means the period  commencing with the date hereof
and  ending  on the date  that all  Registrable  Securities  have  ceased  to be
Registrable Securities.

         Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

         Filing Deadline Date has the meaning set forth in Section 3(a) hereof.

         Holder  has the  meaning  set  forth in the  second  paragraph  of this
Agreement.




         Initial  Purchaser has the meaning set forth in the first  paragraph of
this Agreement.

         Initial  Shelf  Registration  Statement  has the  meaning  set forth in
Section 3(a) hereof.

         Material Event has the meaning set forth in Section 4(i) hereof.

         Notice  and  Questionnaire  means a  written  notice  delivered  to the
Company  containing  substantially  the  information  called for by the  Selling
Securityholder Notice and Questionnaire attached as Appendix A hereto.

         Notice  Holder  means on any date any Holder that has  delivered a duly
completed Notice and Questionnaire to the Company on or prior to such date.

         Prospectus means the prospectus included in any Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or  supplemented  by any amendment or prospectus  supplement,  including
post-effective  amendments,  and all material  incorporated by reference in such
Prospectus.

         Purchase  Agreement has the meaning set forth in the first paragraph of
this Agreement.

         Registrable  Securities means the Shares and any securities into or for
which the Shares have been converted or exchanged,  and any security issued with
respect  thereto upon any stock  dividend,  split or similar event until, in the
case of any such  security  (A) the  earliest of (i) its sale under an effective
Registration  Statement,  (ii)  expiration  of the holding  period that would be
applicable  thereto  under Rule 144(k) were it not held by an  affiliate  of the
Company or (iii) its sale  pursuant to Rule 144 and (B) as a result of the event
or circumstance  described in the foregoing clauses (A)(i) through (A)(iii), the
legends with respect to transfer  restrictions required pursuant to the Purchase
Agreement are removed or removable  (x) (i) due to compliance  with the terms of
Rule 144 or (ii)  pursuant to an effective  Registration  Statement  and (y) the
policies and procedures of the Transfer Agent and Registrar.

         Registration  Statement means any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement,  including  the  Prospectus,   amendments  and  supplements  to  such
registration statement,  including post-effective  amendments, all exhibits, and
all material incorporated by reference in such registration statement.

         Rule 144 means Rule 144 under the  Securities  Act, as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.

         Rule 144A means Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.

         Sale Notice has the meaning set forth in Section 2(b) hereof.

         SEC means the Securities and Exchange Commission.

                                       2


         Securities Act means the  Securities  Act of 1933, as amended,  and the
rules and regulations promulgated by the SEC thereunder.

         Shares  means the shares of Common Stock to be purchased by the Initial
Purchaser pursuant to the Purchase Agreement.

         Shelf  Registration  Statement  means the  Initial  Shelf  Registration
Statement or a Subsequent Shelf Registration Statement.

         Subsequent  Shelf  Registration  Statement has the meaning set forth in
Section 3(b) hereof.

         Transfer  Agent and Registrar  means First Chicago Trust Company of New
York (or any  successor  entity),  as the transfer  agent and  registrar for the
Common Stock.

         SECTION 2. Sales of  Registrable  Securities.  (a) At any time prior to
the expiration of the Effectiveness  Period, if a Registration  Statement is not
then in effect (other than because of a Deferral  Period),  upon notice (a "Sale
Notice") from any such Notice Holder of such Notice Holder's intent to sell such
Registrable  Securities  (which notice shall  indicate the number of Registrable
Securities  to be  sold),  the  Company  shall  have the  following  rights  and
obligations  with  respect to such Sale Notice and the sale  and/or  purchase of
such Registrable Securities:

                    (i)    (x) If the Sale  Notice is  delivered  to the Company
         prior to 5:00 P.M.  Eastern time on any Business Day, the Company shall
         have until the close of trading on the first succeeding Business Day on
         which trading of the Common Stock occurs on the  principal  exchange or
         quotation system on which the Common Stock is traded or quoted to offer
         to purchase  the  Registrable  Securities  at a price per share in cash
         equal to the closing  sales price for the Common Stock on the principal
         exchange or quotation  system for the Common Stock (the  "Exchange") on
         the date of such Sale  Notice (or at such other price  mutually  agreed
         between the Company and the relevant Notice Holder); or

                           (y) If the Sale  Notice is  delivered  to the Company
         after 5:00 P.M. Eastern time on any Business Day (or at any time on any
         day which is not a  Business  Day),  the  Company  shall have until the
         commencement  of  trading on the  earlier of (i) the second  succeeding
         Business  Day on  which  trading  of the  Common  Stock  occurs  on the
         principal  exchange or  quotation  system on which the Common  Stock is
         traded or quoted or (ii) the second succeeding Business Day to offer to
         purchase the Registrable  Securities at a price per share in cash equal
         to the closing  sales price for the Common Stock on the Exchange on the
         last day on which  trading of the Common Stock occurs  thereon prior to
         the date of such Sale  Notice (or at such other price  mutually  agreed
         between the Company and the relevant Notice Holder).

                   (ii)    If the Company  shall have  offered to  purchase  the
         relevant  Registrable  Securities  in accordance  with Section  2(b)(i)
         hereof,  the Company  shall be obligated to purchase,  and the relevant
         Notice Holder shall be obligated to sell, such Registrable  Securities,
         with  settlement to occur in accordance  with the rules and regulations
         of the SEC and the principal  exchange or quotation system on which the
         Common  Stock is traded or quoted,  and the  Company  and the  relevant
         Notice Holder shall enter into customary  documentation  appropriate to
         such purchase and sale.

                                       3


                  (iii)    If the Company shall have failed to offer to purchase
         the relevant Registrable Securities pursuant to Section 2(b)(i) hereof,
         the relevant  Notice  Holder  shall be entitled to negotiate  and enter
         into a contract  for the sale of the  relevant  Registrable  Securities
         (for  cash)  with  any  other  party  in  its  commercially  reasonable
         discretion.  In connection  with the  negotiation  and execution of any
         sale contract pursuant to this Section 2(b)(iii), if requested,  and if
         customary for "due diligence" examinations conducted in connection with
         the  type of sale  being  completed,  the  Company  agrees  to (a) make
         reasonably  available for inspection by the relevant  Notice Holder and
         any  parties to whom such  Notice  Holder  intends to sell  Registrable
         Securities  and any  attorneys  and  accountants  retained  by any such
         party, all relevant  financial and other records,  pertinent  corporate
         documents and properties of the Company and its  subsidiaries,  and (b)
         cause the executive officers, directors and designated employees of the
         Company  and  its   subsidiaries  to  make  reasonably   available  for
         inspection  all  relevant  information  reasonably  requested  by  such
         parties or any such attorneys or  accountants  in connection  with such
         sale;  provided that any information that is designated by the Company,
         in  good  faith,  as  confidential  at the  time  of  delivery  of such
         information  shall be kept  confidential  by such  parties  or any such
         attorney or  accountant,  unless such  disclosure is made in connection
         with a court  proceeding  or is required  by law,  or such  information
         becomes  available  to the public  generally  or through a third  party
         without an accompanying obligation of confidentiality.

                   (iv)    The Company agrees that it shall promptly upon demand
         pay to any Notice Holder that sells Registrable  Securities pursuant to
         Section  2(b)(iii)  hereof an amount  in cash  equal to the  difference
         between  (x) the last sales price of the Common  Stock on the  Exchange
         immediately  preceding the date and time at which the relevant purchase
         and sale  agreement is executed  multiplied  by the number of shares of
         Common Stock sold and (y) the aggregate price at which such Registrable
         Securities  are sold  pursuant to Section  2(b)(iii)  hereof;  provided
         that,  with respect to any sale, the Company shall not be liable to any
         Holder  pursuant  to this  sentence  for in excess of 10% of the amount
         determined pursuant to clause (x) of this sentence.

         SECTION 3. Shelf  Registration.  (a) The Company shall prepare and file
with the SEC, as soon as  practicable  but in any event by the date (the "Filing
Deadline Date") 90 days after the date hereof,  a registration  statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter  adopted by the SEC,  registering  the resale from
time  to time by  Holders  thereof  of all of the  Registrable  Securities  (the
"Initial  Shelf  Registration   Statement").   The  Initial  Shelf  Registration
Statement  shall  be  on  Form  S-3  or  another   appropriate  form  permitting
registration  of such  Registrable  Securities  for  resale by such  Holders  in
accordance with the methods of distribution elected by the Holders and set forth
in  the  Initial  Shelf  Registration  Statement.  The  Company  shall  use  its
commercially   reasonable  efforts  to  cause  the  Initial  Shelf  Registration
Statement  to  become  effective  under the  Securities  Act as  promptly  as is
practicable but in any event by the date (the "Effectiveness Deadline Date") 180
days after the date hereof, and to keep the Initial Shelf Registration Statement
continuously  effective  under the  Securities  Act until the  expiration of the
Effectiveness  Period.  At the time the  Initial  Shelf  Registration  Statement
becomes  effective,  each Holder that became a Notice  Holder on or prior to the
date fifteen Business Days prior to such time of effectiveness shall be named as
a selling  securityholder  in the Initial Shelf  Registration  Statement and the
related  

                                        4


Prospectus in such a manner as to permit such Holder to deliver such  Prospectus
to purchasers of  Registrable  Securities in  accordance  with  applicable  law;
provided,  however,  that the Company  shall not be  obligated  to include  such
Notice Holder as a selling  securityholder  if the Company shall have reasonably
requested  additional  information from such Notice Holder and the Notice Holder
shall have failed to provide  such  information  at least ten days prior to such
time of effectiveness.

         (b)      a Shelf Registration Statement ceases to be effective for any
reason at any time during the  Effectiveness  Period,  the Company shall use its
commercially  reasonable  efforts to obtain the prompt  withdrawal  of any order
suspending the effectiveness  thereof,  and in any event shall within 30 days of
such  cessation of  effectiveness  amend the Shelf  Registration  Statement in a
manner reasonably  expected to obtain the withdrawal of the order suspending the
effectiveness  thereof,  or  file an  additional  Shelf  Registration  Statement
covering  all of  the  securities  that  as of  the  date  of  such  filing  are
Registrable  Securities (a  "Subsequent  Shelf  Registration  Statement").  If a
Subsequent  Shelf  Registration  Statement is filed,  the Company  shall use its
commercially  reasonable  efforts  to cause the  Subsequent  Shelf  Registration
Statement to become  effective as promptly as is  practicable  after such filing
and to keep the Subsequent  Registration  Statement continuously effective until
the end of the Effectiveness Period.

         (c)      The Company shall supplement and amend the Shelf  Registration
Statement  if  reasonably  requested  by the  holders  of a  majority  of shares
constituting  Registrable  Securities  unless it is determined,  in writing,  by
Cahill Gordon & Reindel not to be required by the Securities Act.

         (d)      Each Holder wishing to sell Registrable Securities pursuant to
a Shelf  Registration  Statement and related Prospectus agrees to deliver a duly
completed  Notice and  Questionnaire  to the Company at least ten Business  days
prior to the initial  intended  distribution  of Registrable  Securities by such
Holder  under  the  Shelf  Registration  Statement.  From and after the date the
Initial Shelf Registration  Statement becomes  effective,  the Company shall, as
promptly  as is  practicable  after  the  date a  Notice  and  Questionnaire  is
delivered,  and in any  event  within  ten  Business  Days  after  receipt  of a
completed Notice and Questionnaire:

                  (i)      if required by  applicable  law,  file with the SEC a
         post-effective amendment to the Shelf Registration Statement or prepare
         and, if required by  applicable  law,  file a supplement to the related
         Prospectus  or a supplement  or amendment to any document  incorporated
         therein by  reference or file any other  required  document so that the
         Holder  delivering such Notice and  Questionnaire is named as a selling
         securityholder  in the Shelf  Registration  Statement  and the  related
         Prospectus  in such a manner as to permit such  Holder to deliver  such
         Prospectus to purchasers  of the  Registrable  Securities in accordance
         with applicable law; provided,  however,  that the Company shall not be
         obligated to include such Notice Holder as a selling  securityholder if
         the Company shall have reasonably requested additional information from
         such Notice  Holder and the Notice  Holder shall have failed to provide
         such information at least ten days prior to such time of effectiveness;
         and, if the Company shall file a post-effective  amendment to the Shelf
         Registration   Statement,   use  its  best   efforts   to  cause   such
         post-effective  amendment to become  effective under the Securities Act
         as  promptly  as is  practicable,  but in any  event by the  date  (the
         "Amendment  Effectiveness  Deadline  Date") 45 days after the date such
         post-effective amendment is required by this clause to be filed;

                                       5


                   (ii)    provide  such  Holder a copy of any  documents  filed
         pursuant to Section 3(d)(i) hereof; and

                  (iii)    notify such Holder as promptly as  practicable  after
         the  effectiveness  under  the  Securities  Act of  any  post-effective
         amendment filed pursuant to Section  3(d)(i)  hereof;  provided that if
         such Notice and  Questionnaire  is delivered  during a Deferral Period,
         the  Company  shall so inform the  Holder  delivering  such  Notice and
         Questionnaire and shall take the actions set forth in clauses (i), (ii)
         and (iii)  above,  to the  extent  necessary,  upon  expiration  of the
         Deferral  Period in accordance  with Section 4(i). The Company shall be
         under no obligation to name any Holder that is not a Notice Holder as a
         selling  securityholder in any Shelf Registration  Statement or related
         Prospectus.

         SECTION 4. Registration Procedures. In connection with the registration
obligations of the Company under Section 3 hereof, the Company shall:

         (a)      Before filing any Registration  Statement or Prospectus or any
amendments or supplements thereto with the SEC, furnish to the Initial Purchaser
three copies of all such documents proposed to be filed.

         (b)      Prepare   and  file   with  the  SEC   such   amendments   and
post-effective  amendments to each Registration Statement as may be necessary to
keep such Registration  Statement  continuously effective from the Effectiveness
Deadline Date to the expiration of the Effectiveness  Period;  cause the related
Prospectus to be supplemented by any required prospectus  supplement,  and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force)  under the  Securities  Act;  and use its best efforts to comply with the
provisions  of  the  Securities  Act  applicable  to  it  with  respect  to  the
disposition of all securities  covered by such Registration  Statement until the
expiration of the  Effectiveness  Period in accordance with the intended methods
of disposition by the sellers thereof set forth in such  Registration  Statement
as so amended or such Prospectus as so supplemented.

         (c)      As promptly as practicable,  give notice to the Notice Holders
and the  Initial  Purchaser  (i) when  any  Prospectus,  prospectus  supplement,
Registration  Statement or post-effective  amendment to a Registration Statement
has been filed with the SEC and, with respect to a Registration Statement or any
post-effective  amendment,  when  the  same has  become  effective,  (ii) of any
request, following the effectiveness of the Initial Shelf Registration Statement
under the Securities Act, by the SEC or any other federal or state  governmental
authority for amendments or supplements to any Registration Statement or related
Prospectus or for  additional  information,  (iii) of the issuance by the SEC or
any other federal or state  governmental  authority of any stop order suspending
the effectiveness of any Registration Statement or the initiation or threatening
of any proceedings  for that purpose,  (iv) of the receipt by the Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose, (v) of the occurrence of a Material Event and (vi) of the determination
by the Company that a post-effective amendment to a Registration Statement would
be  appropriate,  which  notice  may,  at the  discretion  of the Company (or as
required pursuant to Section 4(i)), state that it constitutes a Deferral Notice,
in which event the provisions of Section 4(i) shall apply.

                                       6


         (d)      Use  its  commercially   reasonable   efforts  to  obtain  the
withdrawal of any order suspending the effectiveness of a Registration Statement
or the  lifting  of any  suspension  of the  qualification  (or  exemption  from
qualification) of any of the Registrable Securities for sale in any jurisdiction
in which  they have been  qualified  for sale,  in either  case as  promptly  as
reasonably practicable.

         (e)      If reasonably requested by the Initial Purchaser or any Notice
Holder,  as promptly as practicable  incorporate  in a prospectus  supplement or
post-effective  amendment to a Registration  Statement  such  information as the
Initial  Purchaser or such Notice  Holder  shall,  on the basis of an opinion of
nationally-recognized  counsel  experienced  in such matters and selected by the
Company,  determine to be required to be included  therein by applicable law and
make any required filings of such prospectus  supplement or such  post-effective
amendment;  provided  that the Company shall not be required to take any actions
under this Section 4(e) that are not, in the  reasonable  opinion of counsel for
the Company, in compliance with applicable law or during a Deferral Period.

         (f)      As promptly as  practicable  furnish to each Notice Holder and
the  Initial  Purchaser,  without  charge,  at least one  conformed  copy of any
Registration  Statement and any amendment thereto,  including exhibits,  and all
documents incorporated or deemed to be incorporated therein by reference.

         (g)      Deliver to each Notice Holder in  connection  with any sale of
Registrable Securities pursuant to a Registration Statement,  without charge, as
many copies of the Prospectus relating to such Registrable Securities (including
each  preliminary  prospectus)  and any amendment or supplement  thereto as such
Notice Holder may reasonably request; and the Company hereby consents to the use
of the Prospectus and each amendment or supplement thereto by each Notice Holder
in connection with any offering and sale of the Registrable  Securities  covered
by such  Prospectus  or any  amendment or  supplement  thereto in the manner set
forth therein.

         (h)     Prior to any public  offering of the  Registrable  Securities,
register or qualify or cooperate with the Notice Holders in connection  with the
registration  or   qualification   (or  exemption  from  such   registration  or
qualification)  of such  Registrable  Securities  for offer  and sale  under the
securities  or Blue Sky laws of such  jurisdictions  within the United States as
any Notice  Holder  reasonably  requests  in  writing  (which  request  shall be
included  in the  Notice  and  Questionnaire);  keep each such  registration  or
qualification (or exemption  therefrom) effective during the period that a Shelf
Registration Statement is required to be effective and do any and all other acts
or things necessary or advisable to enable the disposition in such jurisdictions
of such  Registrable  Securities  in the  manner  set  forth  in the  applicable
Registration Statement and the related Prospectus.

         (i)      Upon (A) the  issuance  by the SEC of a stop order  suspending
the  effectiveness  of the Shelf  Registration  Statement or the  initiation  of
proceedings with respect to the Shelf Registration  Statement under Section 8(d)
or 8(e) of the Securities  Act, (B) the occurrence of any event or the existence
of any fact (a "Material Event") as a result of which any Registration Statement
shall  contain  any untrue  statement  of a  material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements  therein,  in the light of the circumstances
under which they were made, not  misleading,  or (C) the occurrence or existence
of any pending corporate  development or public filing 


                                       7



with the SEC that, in the  discretion of the Company,  makes it  appropriate  to
suspend the  availability  of the Shelf  Registration  Statement and the related
Prospectus:

                    (i)    in the case of clause (B) above,  subject to the next
         sentence,  as promptly as  practicable  prepare and file,  if necessary
         pursuant  to  applicable  law,  a  post-effective   amendment  to  such
         Registration Statement or a supplement to the related Prospectus or any
         document  incorporated  therein by reference or file any other required
         document that would be incorporated by reference into such Registration
         Statement and Prospectus so that such  Registration  Statement does not
         contain any untrue  statement  of a material  fact or omit to state any
         material  fact  required to be stated  therein or necessary to make the
         statements therein not misleading, and such Prospectus does not contain
         any untrue  statement of a material  fact or omit to state any material
         fact required to be stated  therein or necessary to make the statements
         therein,  in the light of the circumstances under which they were made,
         not  misleading,  as  thereafter  delivered  to the  purchasers  of the
         Registrable  Securities  being sold  thereunder,  and, in the case of a
         post-effective  amendment to a Registration  Statement,  subject to the
         next sentence, use their commercially reasonable efforts to cause it to
         become effective as promptly as is practicable, and

                   (ii)    give   notice  to  the   Notice   Holders   that  the
         availability  of the  Shelf  Registration  Statement  is  suspended  (a
         "Deferral  Notice")  and,  upon  receipt of any Deferral  Notice,  each
         Notice Holder shall not sell any Registrable Securities pursuant to the
         Registration  Statement until such Notice Holder's receipt of copies of
         the  supplemented  or  amended  Prospectus  provided  for in clause (i)
         above,  or until it (x) is advised in writing by  nationally-recognized
         counsel for the Company that the  Prospectus  may be used,  and (y) has
         received  copies of any  additional  or  supplemental  filings that are
         incorporated or deemed incorporated by reference in such Prospectus.

The Company will use its commercially  reasonable efforts to ensure that the use
of the  Prospectus  may be  resumed  (x) in the case of  clause  (A)  above,  as
promptly as is practicable,  (y) in the case of clause (B) above, as soon as, in
the sole judgment of the Company, public disclosure of such Material Event would
not be  prejudicial  to or  contrary  to the  interests  of the  Company  or, if
necessary  to avoid  unreasonable  burden  or  expense,  as soon as  practicable
thereafter  and  (z) in the  case of  clause  (C)  above,  as  soon  as,  in the
discretion  of  the  Company,   such   suspension  is  no  longer   appropriate.
Notwithstanding  the foregoing,  the Company may not (i) impose in excess of two
Deferral Periods (each not to exceed 30 days) during the initial 12 month period
or (ii) at any time,  impose a Deferral  Period if a Deferral Period has been in
effect  within the  preceding  seven days;  provided,  however,  the Company may
impose a Deferral  Period  commencing  on the day it  initiates a "road show" in
connection  with  the  sale  of  Common  Stock  and  ending  on the  date of the
underwriting, pricing or similar agreement.

         (j)      Enter into such  customary  agreements and take all such other
customary  actions in connection  therewith  (including  those  requested by the
Holders of a majority of the Shares  constituting  Registrable  Securities being
sold) in order to expedite or facilitate  the  disposition  of such  Registrable
Securities  including,  but not  limited  to, an  underwritten  offering  and in
connection therewith:

                    (i)    provide  customary  indemnities  to  underwriters  in
         connection with underwritten offerings and to the extent possible, make
         such representations and warranties to the 


                                        8



         Holders  and any  underwriters  of  such  Registrable  Securities  with
         respect  to the  business  of the  Company  and its  subsidiaries,  the
         Registration  Statement,   Prospectus  and  documents  incorporated  by
         reference therein,  if any, in each case, in form,  substance and scope
         as are  customarily  made by issuers to  underwriters  in  underwritten
         offerings and confirm the same if and when requested;

                   (ii)    obtain opinions of counsel to the Company and updates
         thereof  (which  counsel and opinions,  in form,  scope and  substance,
         shall be  reasonably  satisfactory  to the Holders of a majority of the
         Shares   constituting   Registrable   Securities   being   sold,   such
         underwriters  and their respective  counsel)  addressed to each selling
         Holder and underwriter of Registrable Securities,  covering the matters
         customarily covered in opinions requested in underwritten offerings;

                  (iii)    obtain  "cold  comfort"  letters and updates  thereof
         from the independent  certified public accountants of the Company (and,
         if necessary,  any other certified public  accountant of any subsidiary
         of the Company,  or of any  business  acquired or to be acquired by the
         Company for which  financial  statements  and financial data are or are
         required to be included in the  Registration  Statement)  addressed  to
         each selling Holder and  underwriter of  Registrable  Securities,  such
         letters  to be in  customary  form  and  covering  matters  of the type
         customarily  covered  in "cold  comfort"  letters  in  connection  with
         underwritten offerings; and

                   (iv)    deliver such  documents  and  certificates  as may be
         reasonably  requested  by the  Holders  of a  majority  of  the  Shares
         constituting  Registrable  Securities  being sold, the underwriters and
         their  respective  counsel to evidence  the  continued  validity of the
         representations  and  warranties of the Company made pursuant to clause
         (i) above and to  evidence  compliance  with any  customary  conditions
         contained in the underwriting agreement or other agreement entered into
         by the Company.

The above  shall be done at each  closing  under  such  underwriting  or similar
agreement as and to the extent required thereunder.

         (k)      If requested in connection  with a disposition of Registrable
Securities pursuant to a Registration  Statement,  make reasonably available for
inspection  by the  Notice  Holders  of  such  Registrable  Securities  and  any
broker-dealers,  attorneys and accountants  retained by such Notice Holders, all
relevant  financial  and  other  records,   pertinent  corporate  documents  and
properties of the Company and its subsidiaries  that are not otherwise  publicly
available, and cause the executive officers,  directors and designated employees
of the Company and its subsidiaries to make reasonably  available for inspection
all relevant information reasonably requested by such Notice Holders or any such
broker-dealers,   attorneys  or  accountants  that  is  not  otherwise  publicly
available in connection with such disposition,  in each case as is customary for
similar "due  diligence"  examinations;  provided that any  information  that is
designated  by the  Company,  in good  faith,  as  confidential  at the  time of
delivery of such information  shall be kept  confidential by such Notice Holders
or any such  broker-dealer,  attorney or accountant,  unless such  disclosure is
made in  connection  with a court  proceeding  or is  required  by law,  or such
information  becomes  available to the public generally or through a third party
without an accompanying obligation of confidentiality.

                                       9




         (l)      Comply with all  applicable  rules and  regulations of the SEC
and make generally  available to its  securityholders  earning statements (which
need  not  be  audited)  satisfying  the  provisions  of  Section  11(a)  of the
Securities Act and Rule 158 thereunder  (or any similar rule  promulgated  under
the Securities  Act) no later than 45 days after the end of any 12-month  period
(or 90 days  after the end of any  12-month  period  if such  period is a fiscal
year)  commencing  on the first day of the first  fiscal  quarter of the Company
commencing  after  the  effective  date  of  a  Registration  Statement,   which
statements shall cover said 12-month periods.

         (m)      Cooperate  with each Notice  Holder to  facilitate  the timely
preparation and delivery of certificates  representing Registrable Securities to
be sold pursuant to a Registration Statement,  which certificates shall not bear
any restrictive  legends,  and cause such  Registrable  Securities to be in such
denominations and registered in such names as such Notice Holder may request.

         (n)      Provide a CUSIP  number  for all  Registrable  Securities  not
later than the effective  date of the Initial Shelf  Registration  Statement and
provide the  Transfer  Agent and  Registrar  with printed  certificates  for the
Registrable  Securities  that  are in a  form  eligible  for  deposit  with  the
Depository Trust Company.

         (o)      Provide  such  information  as is  required  for  any  filings
required to be made with NASD Regulation, Inc.

         SECTION 5. Holder's Obligations.  Each Holder agrees, by acquisition of
the Registrable  Securities,  that no Holder of Registrable  Securities shall be
entitled to sell any of such Registrable  Securities  pursuant to a Registration
Statement  or to  receive a  Prospectus  relating  thereto,  or to  receive  the
benefits of Section 2 or 3 hereof,  unless such Holder has furnished the Company
with a Notice and  Questionnaire  as required  pursuant  to Section  3(d) hereof
(including  the  information   required  to  be  included  in  such  Notice  and
Questionnaire)  and the information set forth in the next sentence.  Each Notice
Holder  shall  promptly  furnish to the Company all  information  required to be
disclosed in order to make the information  previously  furnished to the Company
by such Notice Holder not  misleading and any other  information  regarding such
Notice Holder and the distribution of such Registrable Securities as the Company
may from time to time reasonably request. Any sale of any Registrable Securities
by  any  Holder  pursuant  to  a  Registration   Statement  shall  constitute  a
representation and warranty by such Holder that the information relating to such
Holder and its plan of distribution is as set forth in the Prospectus  delivered
by such Holder in connection  with such  disposition,  that such Prospectus does
not as of the time of such sale contain any untrue  statement of a material fact
relating to or  provided by such Holder or relating to its plan of  distribution
and that such  Prospectus does not as of the time of such sale omit to state any
material  fact relating to or provided by such Holder or relating to its plan of
distribution  necessary to make the statements in such Prospectus,  in the light
of the circumstances under which they were made, not misleading.

         SECTION 6.  Expenses.  The  Company  shall  bear all fees and  expenses
incurred in connection  with the  performance by the Company of its  obligations
under  Sections  2, 3 and 4 hereof  whether  or not any  Registration  Statement
becomes effective. Such fees and expenses shall include, without limitation, (i)
all  registration  and filing  fees  (including,  without  limitation,  fees and
expenses (x) with respect to filings  required to be made with NASD  Regulation,
Inc. and (y) to comply with federal and state  securities or Blue Sky laws, (ii)
reasonable  printing  expenses  (including,  without  limitation,   expenses  of
printing certificates for Registrable  Securities in a form eligible for deposit
with The  De-

                                       10



pository Trust  Company),  (iii)  reasonable  duplication  expenses  relating to
copies of any  Registration  Statement  or  Prospectus  delivered to any Holders
hereunder,  (iv) fees and disbursements of counsel for the Company in connection
with any Shelf Registration  Statement and any opinion  reasonably  requested of
such  counsel by the  Transfer  Agent and  Registrar,  (v)  reasonable  fees and
disbursements  of the  Transfer  Agent and  Registrar  and (vi)  Securities  Act
liability insurance obtained by the Company in its sole discretion. In addition,
the Company shall pay the internal expenses of the Company  (including,  without
limitation, all salaries and expenses of officers and employees performing legal
or accounting  duties),  the expense of any annual audit,  the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange on which similar  securities of the Company are then listed
and the fees and expenses of any person, including special experts,  retained by
the Company.  Notwithstanding  the  provisions of this Section 6, each seller of
Registrable  Securities  shall pay all  registration  expenses to the extent the
Company is prohibited  by applicable  Blue Sky laws from paying for or on behalf
of such seller of Registrable  Securities.  In addition,  the Company shall bear
the fees and expenses described in Section 2(b)(iv) hereof.

         SECTION 7.  Indemnification.

         (a)      The Company  agrees to indemnify and hold harmless each Holder
and each person,  if any, who controls any Holder  within the meaning of Section
15 of the  Securities Act or Section 20 of the Exchange Act from and against any
and all losses, claims, damages,  liabilities and expenses (including reasonable
costs of  investigation)  arising out of or based upon any untrue  statement  or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement  (or in any  amendment  thereto),  or arising out of or based upon any
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements not misleading or arising out
of any untrue  statement or alleged untrue statement of a material fact included
in any  preliminary  prospectus  or  Prospectus  (or any amendment or supplement
thereto),  or the  omission  or alleged  omission  therefrom  of  material  fact
necessary in order to make the statements therein, in light of the circumstances
in which they were made, not misleading,  except insofar as such losses, claims,
damages,  liabilities  or  expenses  arise out of or are based  upon any  untrue
statement or omission or alleged  untrue  statement  or omission  which has been
made therein or omitted  therefrom in reliance upon and in  conformity  with the
information  relating to any Holder furnished in writing to the Company by or on
behalf of any Holder through you expressly for use in connection therewith.  The
foregoing  indemnity  agreement  shall be in addition to any liability which the
Company may otherwise have.

         (b)      If any action, suit or proceeding shall be brought against the
Purchaser or any person controlling any Holder in respect of which indemnity may
be sought  against the  Company,  any Holder or such  controlling  person  shall
promptly  notify the Company and the Company  shall assume the defense  thereof,
including the  employment of counsel and payment of all fees and expenses.  Each
Holder or any such  controlling  person shall have the right to employ  separate
counsel in any such action, suit or proceeding and to participate in the defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
such  Holder or such  controlling  person  unless (i) the  Company has agreed in
writing to pay such fees and expenses, (ii) the Company has failed to assume the
defense and employ counsel,  or (iii) the named parties to any such action, suit
or proceeding (including any impleaded parties) include both such Holder or such
controlling  person and the Company and such Holder or such  controlling  person
shall have been advised by its counsel that  representation  of such indemnified
party  and  the  Company  by the  same  counsel  would  be  inappropriate  under
applicable standards of professional conduct (whether or not such representation
by the same  counsel has been  

                                       11



proposed) due to actual or potential  differing interests between them (in which
case the Company  shall not have the right to assume the defense of such action,
suit or proceeding on behalf of such Holder or such controlling  person).  It is
understood,  however,  that the Company shall,  in connection  with any one such
action,  suit or  proceeding  or separate but  substantially  similar or related
actions,  suits or proceedings in the same jurisdiction  arising out of the same
general  allegations or  circumstances,  be liable for the  reasonable  fees and
expenses  of only one  separate  firm of  attorneys  (in  addition  to any local
counsel) at any time for any Holder and controlling persons not having actual or
potential differing interests with you or among themselves,  which firm shall be
designated in writing by such Holder,  and that all such fees and expenses shall
be  reimbursed  as they are  incurred.  The Company  shall not be liable for any
settlement of any such action,  suit or proceeding  effected without its written
consent,  but if  settled  with  such  written  consent,  or if there be a final
judgment for the plaintiff in any such action,  suit or proceeding,  the Company
agrees to indemnify and hold harmless such Holder, to the extent provided in the
preceding paragraph,  and any such controlling person from and against any loss,
claim, damage, liability or expense by reason of such settlement or judgment.

         (c)      Indemnification  of  Company,  Directors,  Officers  and Other
Holders. Each Holder severally agrees to indemnify and hold harmless the Company
and any person who controls the Company  within the meaning of Section 15 of the
Securities  Act or Section 20 of the  Exchange  Act,  to the same  extent as the
foregoing  indemnity  from the Company to each Holder,  but only with respect to
information  relating to the Holder furnished in writing by or on behalf of such
Holder  through  you  expressly  for use in the  Registration  Statement  or any
preliminary  prospectus  or  Prospectus  (or any  amendment or supplement to any
thereof).  If any  action,  suit or  proceeding  shall be  brought  against  the
Company, any of its directors,  any such officer, or any such controlling person
based on the Registration  Statement or any preliminary prospectus or Prospectus
(or any  amendment  or  supplement  to any  thereof),  and in  respect  of which
indemnity may be sought  against the Holder  pursuant to this paragraph (c), the
Purchaser shall have the rights and duties given to the Company by paragraph (a)
above  (except that if the Company shall have assumed the defense  thereof,  the
Holder shall not be required to do so, but may employ  separate  counsel therein
and  participate  in the  defense  thereof,  but the fees and  expenses  of such
counsel shall be at the Holder's expense),  and the Company, its directors,  any
such officer,  and any such controlling  person shall have the rights and duties
given to the Holder by paragraph (a) above.  The foregoing  indemnity  agreement
shall be in addition to any liability which the Holder may otherwise have.

         (d)      If the  indemnification  provided  for in  this  Section  7 is
unavailable  to an  indemnified  party  under  paragraphs  (a) or (c)  hereof in
respect of any losses,  claims,  damages,  liabilities  or expenses  referred to
therein,  then an indemnifying  party, in lieu of indemnifying  such indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company on the one hand and the Holder on the other  hand from the  offering  of
the  Shares,  or (ii) if the  allocation  provided  by  clause  (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the  Company on the one hand and the Holder on the other in  connection
with the statements or omissions that resulted in such losses, claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative  benefits received by the Company on the one hand and the Holder on
the other shall be deemed to be in the same proportion as the total net proceeds
from the  initial  placement  (before  deducting  expenses)  of the  Registrable
Securities to which such losses,  claims, damages or liabilities relate bears to
the value to the Holder of re-

                                       12



ceiving Registrable Securities that are registered under the Securities Act. The
relative  fault of the  Company on the one hand and the Holder on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material fact relates to  information  supplied by the Company on the
one hand or by the Holder on the other hand and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

         (e)      The Company  and each  Holder  agree that it would not be just
and equitable if  contribution  pursuant to this Section 7 were  determined by a
pro rata  allocation  or by any other  method of  allocation  that does not take
account of the equitable  considerations referred to in paragraph (d) above. The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages,  liabilities  and expenses  referred to in paragraph (d) above
shall be deemed to include,  subject to the  limitations  set forth  above,  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  any claim or defending any such action,  suit or
proceeding.  Notwithstanding  the provisions of this Section 7, the Holder shall
not be  required to  contribute  any amount in excess of the amount by which the
total price of the Shares sold by it and  distributed  to the public exceeds the
amount of any damages  which such Holder has  otherwise  been required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission. No person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation.

         (f)      No indemnifying party shall, without the prior written consent
of the  indemnified  party,  effect any  settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have  been a party  and  indemnity  could  have been  sought  hereunder  by such
indemnified party, unless such settlement  includes an unconditional  release of
such indemnified  party from all liability on claims that are the subject matter
of such action, suit or proceeding.

         (g)      If at any time an  indemnified  party shall have  requested an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement  of the nature  contemplated  by Section  7(a)  effected  without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt  by  such  indemnifying  party  of  the  aforesaid  request,  (ii)  such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days  prior to such  settlement  being  entered  into  and  (iii)  such
indemnifying   party  shall  not  have  reimbursed  such  indemnified  party  in
accordance   with  such   request   prior  to  the  date  of  such   settlement.
Notwithstanding  the  immediately   preceding  sentence,   if  at  any  time  an
indemnified  party shall have requested an  indemnifying  party to reimburse the
indemnified party for fees and expenses of counsel,  an indemnifying party shall
not be liable for any  settlement  of the nature  contemplated  by Section  7(a)
effected  without its consent if such  indemnifying  party (i)  reimburses  such
indemnified  party in  accordance  with such  request to the extent it considers
such  request  to  be  reasonable  and  (ii)  provides  written  notice  to  the
indemnified  party  substantiating  the unpaid balance as unreasonable,  in each
case prior to the date of such settlement.

         (h)      Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to  indemnification  or contribution under this
Section 7 shall be paid by the  indemnifying  party to the indemnified  party as
such  losses,  claims,  damages,  liabilities  or  expenses  are  incurred.  The
indemnity  and  contribution  agreements  contained  in this  Section  7 and the
representations  and warranties of the Company set forth in this Agreement shall
remain  operative  and  in  full  force  and  


                                       13



effect,  regardless of (i) any investigation  made by or on behalf of the Holder
or any person controlling the Holder, the Company, its directors or officers, or
any person  controlling  the Company,  (ii) acceptance of any Shares and payment
therefor hereunder,  and (iii) any termination of this Agreement. A successor to
the  Holder  or any  person  controlling  the  Holder,  or to the  Company,  its
directors or officers, or any person controlling the Company,  shall be entitled
to the benefits of the  indemnity,  contribution  and  reimbursement  agreements
contained in this Section 7.

         SECTION 8. Information Requirements. The Company shall file the reports
required to be filed by it under the  Exchange  Act,  and, if at any time before
the end of the Effectiveness  Period the Company is not subject to the reporting
requirements  of the  Exchange  Act,  it  will  cooperate  with  any  Holder  of
Registrable  Securities and take such further reasonable action as any Holder of
Registrable  Securities may reasonably request  (including,  without limitation,
making  such  reasonable  representations  as any  such  Holder  may  reasonably
request),  all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act within
the  limitation of the exemptions  provided by Rule 144 and Rule 144A.  Upon the
request of any Holder of  Registrable  Securities,  the Company shall deliver to
such Holder a written  statement as to whether it has complied  with such filing
requirements,  unless such a statement has been  included in the Company's  most
recent report  required to be filed and filed  pursuant to Section 13 or Section
15(d) of Exchange Act. Notwithstanding the foregoing,  nothing in this Section 9
shall be deemed to require the Company to register any of its  securities  under
the Exchange Act.

         SECTION 9.  Miscellaneous.

         (a)      No Conflicting Agreements.  The Company has not entered, as of
the date  hereof,  nor shall it, on or after the date of this  Agreement  enter,
into any agreement with respect to its securities that conflicts with the rights
granted to the Holders in this  Agreement.  The Company  represents and warrants
that the rights granted to the Holders hereunder do not in any way conflict with
the rights  granted to the holders of the Company's  securities  under any other
agreements.

         (b)      Amendments  and Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given, unless the Company has obtained the written consent of Holders
of  a  majority  of  the  Shares  then  constituting   Registrable   Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders whose securities are being sold pursuant to a Registration Statement and
that does not directly or  indirectly  affect the rights of other Holders may be
given  by  Holders  of at  least a  majority  of the  Shares  then  constituting
Registrable  Securities being sold by such Holders pursuant to such Registration
Statement;  provided  that the  provisions  of this sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately preceding sentence.

         (c)      Notices. All notices and other communications  provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier  guaranteeing  overnight delivery or by first-class mail, return receipt
requested,  and shall be deemed given (i) when made,  if made by hand  delivery,
(ii) upon  confirmation,  if made by  telecopier,  (iii) one  Business Day after
being deposited with such courier,  if made by overnight  courier or (iv) on the
date  indicated on the notice of receipt,  if made by  first-class  mail, to the
parties as follows:

                                       14


                  (x)      if to a Holder of Registrable Securities, at the most
         current  address  given by such  Holder to the  Company in a Notice and
         Questionnaire or any amendment thereto;

                  (y)      if to the Company, to:

                           First Industrial Realty Trust, Inc.
                           311 South Wacker Drive, Suite 4000
                           Attention: General Counsel
                           Telecopy No.: (312) 922-9851

                           and

                  (z)      if to the Initial Purchaser, to:

                           Merrill Lynch, Pierce, Fenner & Smith
                             Incorporated
                           Merrill Lynch World Headquarters
                           North Tower
                           World Financial Center
                           New York, New York 10281-1209
                           Attention: Legal Department
                           Telecopy No.: (212) 449-3207

or to such other address as such person may have  furnished to the other persons
identified in this Section 10(c) in writing in accordance herewith.

         (d)      Approval  of  Holders.  Whenever  the  consent or  approval of
Holders  of  a  specified  percentage  of  Registrable  Securities  is  required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the  Securities  Act)  (other than the Initial
Purchaser or subsequent  Holders of  Registrable  Securities if such  subsequent
Holders are deemed to be such  affiliates  solely by reason of their holdings of
such Registrable  Securities)  shall not be counted in determining  whether such
consent or approval was given by the Holders of such required percentage.

         (e)      Successors   and  Assigns.   Any  person  who   purchases  any
Registrable  Securities from the Initial Purchaser shall be deemed, for purposes
of this Agreement,  to be an assignee of the Initial  Purchaser.  This Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties  and shall inure to the benefit of and be binding  upon each
Holder of any Registrable Securities.

         (f)      Counterparts.  This Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so executed  shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

         (g)      Headings.  The headings in this Agreement are for  convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

                                       15


         (h)      Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance  with the laws of the State of New York,  without regard
to conflicts of laws principles thereof.

         (i)      Severability.  If any term, provision, covenant or restriction
of this Agreement is held to be invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated  thereby,  and the parties hereto shall use their best efforts to
find and employ an alternative  means to achieve the same or  substantially  the
same  result  as  that  contemplated  by  such  term,  provision,   covenant  or
restriction,  it being  intended  that all of the rights and  privileges  of the
parties shall be enforceable to the fullest extent permitted by law.

         (j)      Entire Agreement. This Agreement is intended by the parties as
a final  expression  of their  agreement  and is intended  to be a complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect of the  subject  matter  contained  herein and the  registration  rights
granted by the Company with  respect to the  Registrable  Securities.  Except as
provided  in  the  Purchase  Agreement,  there  are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or referred to herein,
with respect to the  registration  rights granted by the Company with respect to
the Registrable  Securities.  This Agreement supersedes all prior agreements and
undertakings  among the parties with  respect to such  registration  rights.  No
party  hereto  shall have any  rights,  duties or  obligations  other than those
specifically set forth in this Agreement.

         (k)      Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness  Period,  except for
any liabilities or obligations under Sections 5 or 7 hereof, each of which shall
remain in effect in accordance with its terms.

                      [Signatures begin on following page.]


                                       16




         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                          FIRST INDUSTRIAL REALTY TRUST, INC.


                                          By:  /s/ Gary H. Heigl
                                               --------------------------------
                                               Name:  Gary H. Heigl
                                               Title:   Senior Vice President -
                                                        Capital Markets


                                          FIRST INDUSTRIAL, L.P.


                                          By:  Gary H. Heigl
                                               --------------------------------
                                               Name:  Gary H. Heigl
                                               Title:   Senior Vice President -
                                                        Capital Markets


MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
(for its benefit and for the benefit of the Holders)


By:    /s/ John C. Brady
       ----------------------
       Name:
       Title:






                                                                      APPENDIX A



                       FIRST INDUSTRIAL REALTY TRUST, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE


         The undersigned  beneficial  holder of shares of Common Stock, $.01 par
value per share  (the  "Registrable  Securities"),  of First  Industrial  Realty
Trust, Inc. (the "Company" or "Registrant")  understands that the Registrant has
filed  or  intends  to file  with  the  Securities  and  Exchange  Commission  a
registration  statement on Form S-3 (as more fully  defined in the  Registration
Rights Agreement referred to below, the "Shelf Registration  Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities  Act"), of the Registrable  Securities,  in accordance with the
terms of the  Registration  Rights  Agreement,  dated as of April 29,  1998 (the
"Registration Rights Agreement"),  between the Company and the Initial Purchaser
named therein. A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below.  Each  capitalized term not
otherwise  defined  herein  shall  have  the  meaning  ascribed  thereto  in the
Registration Rights Agreement.

         Each  beneficial  owner of  Registrable  Securities  is entitled to the
benefits of the  Registration  Rights  Agreement.  In order to sell or otherwise
dispose  of  any  Registrable  Securities  pursuant  to the  Shelf  Registration
Statement,  a  beneficial  owner of  Registrable  Securities  generally  will be
required  to be named as a selling  securityholder  in the  related  prospectus,
deliver a prospectus  to purchasers of  Registrable  Securities  and be bound by
those  provisions  of the  Registration  Rights  Agreement  applicable  to  such
beneficial owner (including  certain  indemnification  provisions,  as described
below). Beneficial owners that do not complete this Notice and Questionnaire and
deliver  it to the  Company  as  provided  below  will not be  named as  selling
securityholders  in the  prospectus  and therefore will not be permitted to sell
any  Registrable  Securities  pursuant  to  the  Shelf  Registration  Statement.
Beneficial  owners are  encouraged  to  complete  and  deliver  this  Notice and
Questionnaire prior to the effectiveness of the Shelf Registration  Statement so
that such  beneficial  owners  may be named as  selling  securityholders  in the
related  prospectus  at the time of  effectiveness.  Upon receipt of a completed
Notice and Questionnaire  from a beneficial owner following the effectiveness of
the Shelf Registration  Statement,  the Company will, as promptly as practicable
but in any  event  within  seven  Business  Days  of  such  receipt,  file  such
amendments to the Shelf  Registration  Statement or  supplements  to the related
prospectus as are necessary to permit such holder to deliver such  prospectus to
purchasers of Registrable Securities.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder  in the Shelf  Registration  Statement  and  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named or not being named as a selling  securityholder in the Shelf  Registration
Statement and related prospectus.

                                      A-1



                                     NOTICE

         The  undersigned  beneficial  owner (the "Selling  Securityholder")  of
Registrable  Securities  hereby gives notice to the Company of its  intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
Shelf  Registration  Statement.  The undersigned,  by signing and returning this
Notice  and  Questionnaire,  understands  that it will be bound by the terms and
conditions  of  this  Notice  and  Questionnaire  and  the  Registration  Rights
Agreement.

         Pursuant to the  Registration  Rights  Agreement,  the  undersigned has
agreed to indemnify and hold harmless the Company, the Company's directors,  the
Company's  officers who sign the Shelf Registration  Statement,  each person, if
any,  who controls  the Company  within the meaning of either  Section 15 of the
Securities Act or Section 20 or the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  each other Holder of  Registrable  Securities  and each
person,  if any, who controls any Holder of  Registrable  Securities  within the
meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange Act
from and against certain losses arising in connection with statements concerning
the  undersigned  or its Plan of  Distribution  made in the  Shelf  Registration
Statement or related  prospectus  in reliance upon the  information  provided in
this Notice and Questionnaire.

         The  undersigned  hereby  provides  the  following  information  to the
Company and  represents  and  warrants  that such  information  is accurate  and
complete:

                                  QUESTIONNAIRE

1.       (a)      Full Legal Name of Selling Securityholder:



         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above)  through  which  Registrable  Securities  listed in (3)
                  below are held:


         (c)      Full Legal Name of DTC  Participant  (if applicable and if not
                  the same as (b) above)  through which  Registrable  Securities
                  listed in (3) below are held:


2.       Address for Notices to Selling Securityholder:






         Telephone:
         Fax:
         Contact Person:

3.       Beneficial Ownership of Registrable Securities:


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         Number of shares beneficially owned:


4.       Beneficial  Ownership of Other  Securities  of the Company owned by the
         Selling Securityholder:


         Except as set forth below in this Item (4), the  undersigned is not the
         beneficial or registered  owner of any  securities of the Company other
         than the Registrable Securities listed above in Item (3).

         (a)      Type  and   amount  of  other   securities   of  the   Company
                  beneficially owned by the Selling Securityholder:



         (b)      CUSIP No(s). of such other securities beneficially owned:



5.       Relationships with the Company:



         Except as set  forth  below,  neither  the  undersigned  nor any of its
         affiliates,  officers,  directors  or principal  equity  holders (5% or
         more) has held any  position  or  office or has had any other  material
         relationship  with the  Company  (or its  predecessors  or  affiliates)
         during the past three years.

         State any exception here:





6.       Plan of Distribution

         Except as set forth below,  the  undersigned  (including  its donees or
         pledgees) intends to distribute the Registrable Securities listed above
         in Item  (3)  pursuant  to the  Shelf  Registration  Statement  only as
         follows (if at all): Such Registrable  Securities may be sold from time
         to  time  directly  by  the  undersigned  or,  alternatively,   through
         underwriters,  broker-dealers or agents. If the Registrable  Securities
         are  sold  through   underwriters   or   broker-dealers,   the  Selling
         Securityholder  will  be  responsible  for  underwriting  discounts  or
         commissions or agent's commissions.  Such Registrable Securities may be
         sold in one or more  transactions at fixed prices, at prevailing market
         prices at the time of sale, at varying prices determined at the time of
         sale,  or  at  negotiated  prices.   Such  sales  may  be  effected  in
         transactions  (which may involve crosses or block  transactions) (i) on
         any  national  securities  exchange or  quotation  service on which the
         Regis-


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         trable  Securities may be listed or quoted at the time of sale, (ii) in
         the over-the-counter  market,  (iii) in transactions  otherwise than on
         such exchanges or services or in the  over-the-counter  market, or (iv)
         through  the  writing  of  options.  In  connection  with  sales of the
         Registrable  Securities or otherwise,  the  undersigned  may enter into
         hedging transactions with  broker-dealers,  which may in turn engage in
         short sales of the  Registrable  Securities in the course of hedging in
         positions  they  assume.  The  undersigned  may also  sell  Registrable
         Securities short and deliver Registrable  Securities to close out short
         positions,  or loan or pledge Registrable  Securities to broker-dealers
         that in turn may sell such securities.

         State any exceptions here:





         Note: In no event will such method(s) of distribution  take the form of
         an  underwritten  offering of the  Registrable  Securities  without the
         prior agreement of the Company.

         The  undersigned  acknowledges  that it understands  its obligations to
comply with the provisions of the Exchange Act and the rules thereunder relating
to stock  manipulation,  particularly  Regulation M thereunder (or any successor
rules or regulations), in connection with any offering of Registrable Securities
pursuant  to the Shelf  Registration  Statement.  The  undersigned  agrees  that
neither it nor any person acting on its behalf will engage in any transaction in
violation of such provisions.

         The Selling  Securityholder  hereby  acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons
as set forth herein.

         Pursuant to the Registration  Rights Agreement,  the Company has agreed
under  certain  circumstances  to indemnify the Selling  Securityholder  against
certain liabilities.

         Pursuant   to  the   Registration   Rights   Agreement,   the   Selling
Securityholder  is obligated to pay (a) all registration  expenses to the extent
the  Company is  prohibited  by  applicable  Blue Sky laws from paying for or on
behalf of such  Selling  Securityholder  and (b) to the extent  incurred by such
Selling  Stockholder,  all  (i)  legal  fees,  (ii)  brokerage  fees  and  sales
commissions and (iii) out of pocket expenses.

         In accordance with the undersigned's  obligation under the Registration
Rights  Agreement  to provide  such  information  as may be  required by law for
inclusion  in the  Shelf  Registration  Statement,  the  undersigned  agrees  to
promptly  notify the Company of any  inaccuracies  or changes in the information
provided  herein that may occur  subsequent to the date hereof at any time while
the Shelf Registration  Statement remains  effective.  All notices hereunder and
pursuant to the  Registration  Rights  Agreement shall be made in writing at the
address set forth below.

         By signing  below,  the  undersigned  consents to the disclosure of the
information  contained  herein in its answers to Items (1) through (6) above and
the inclusion of such  information in the Shelf  Registration  Statement and the
related  prospectus.  The undersigned  understands that such information will be
relied upon by the Company in connection  with the  preparation  or amendment of
the Shelf Registration Statement and the related prospectus.

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         IN WITNESS  WHEREOF,  the  undersigned,  by authority  duly given,  has
caused this Notice and  Questionnaire  to be executed  and  delivered  either in
person or by its duly authorized agent.

Date:


                                             (Beneficial Owner)

                                             By:

                                             Name:

                                             Title:


         PLEASE RETURN THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE  TO
THE COMPANY AT:

                           FIRST INDUSTRIAL REALTY TRUST, INC.
                           311 S. Wacker Drive, Suite 4000
                           Chicago, Illinois  60601
                           Attention: General Counsel
                           Telecopy No.: (312) 922-9851


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