8-K

			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 Report (Date of earliest event reported)      February 1, 1998

			       
			       TRIAD PARK, LLC
	  (Exact name of registrant as specified in its charter)

      
      DELAWARE                        0-22343              94-3264115
(State or other jurisdiction       (Commission           (I.R.S. Employer 
   of incorporation)                File Number)        Identification No.)



			      3055 TRIAD DRIVE
			   LIVERMORE, CALIFORNIA  94550
		   (Address of principal executive offices)

				(510) 449-0606
	    (Registrant's telephone number, including area code)

				 Not Applicable
	(Former name or former address, if changed since last report)




Item 5. Other Events

	On February 1, 1998, TKG Acquisition Company, LLC ("Acquisition"), 
The Kontrabecki Group, Inc. (d/b/a TKG International) ("TKG") and Triad 
Park, LLC (the "Company") entered into a definitive agreement (the 
"Merger Agreement") by which Acquisition would acquire the Company in a 
cash merger at $1.65125 per membership interest of the Company ("Share").  
TKG has agreed to cause Acquisition to be adequately capitalized to 
satisfy its obligations under the Merger Agreement.  TKG presently 
beneficially owns 2,500 Shares.  The Company had 19,708,123 Shares 
outstanding as of December 31, 1997.

	Prior to entering into the Merger Agreement, the Company terminated 
the agreement of merger it had previously entered into with TPL 
Acquisition, LLC and Richard C. Blum & Associates, L.P.  That agreement 
was dated September 9, 1997.

	The transaction is subject to, among other things, Company 
shareholder approval, regulatory approvals and other customary 
conditions.  The transaction is expected to close by March 31, 1998.

	The terms of the transaction were unanimously approved by the 
Company's Advisory Board at a special meeting on February 1, 1998.

	Until the date the transaction is approved by the Company's 
shareholders, the Company may not solicit alternative acquisition 
proposals but may receive unsolicited proposals.  If the Company's 
Advisory Board finds that an alternative acquisition proposal is superior 
to the transaction with TKG, it may terminate the agreement with TKG upon 
payment of a break-up fee of $1.2 million.

	Reference is made to the agreement between the Company, Acquisition 
and TKG dated February 1, 1998 attached as Exhibit 2.1 to this Form 8-K 
Current Report.

Item 7. Financial Statements and Exhibits

      (c)     Exhibits

2.1     Agreement of Merger dated as of February 1, 1998, by and among 
	The Kontrabecki Group, Inc., TKG Acquisition Company, LLC, and 
	Triad Park, LLC.

99(1)   Press Release dated February 2, 1998


				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.

Dated:  February 3, 1998

					TRIAD PARK, LLC

					By:  3055 MANAGEMENT CORP.,
					     its Manager


					By: /S/ JAMES R. PORTER
					    ----------------------
					    James R. Porter
					    Vice President, Secretary and
					    Chief Financial Officer




			       INDEX TO EXHIBITS


2.1     Agreement of Merger dated as of February 1, 1998, by and 
	among The Kontrabecki Group, Inc., TKG Acquisition Company, 
	LLC, and Triad Park, LLC.

99(1)   Press Release dated February 2, 1998

EX-2

			   AGREEMENT OF MERGER
				BY AND AMONG
			THE KONTRABECKI GROUP, INC.
		       TKG ACQUISITION COMPANY, LLC
				   AND
			    TRIAD PARK, LLC

		       DATED AS OF FEBRUARY 1, 1998

			  AGREEMENT OF MERGER
	
	AGREEMENT OF MERGER dated as of February 1, 1998 (this "Merger 
Agreement") by and among THE KONTRABECKI GROUP, INC. (d/b/a/ TKG 
INTERNATIONAL) a California corporation ("TKG"), TKG ACQUISITION COMPANY, 
LLC, a Delaware limited liability company in the process of formation 
("Acquisition"), and TRIAD PARK, LLC, a Delaware limited liability 
company (the "Company").

			  W I T N E S S E T H:

	WHEREAS, Section 18-209 of the Delaware Limited Liability Company 
Act (the "LLCA") authorizes the merger of one Delaware limited liability 
company with and into another Delaware limited liability company;

	WHEREAS, TKG, which will be the manager of Acquisition (the 
"Acquisition Manager"), has determined, and the holders of membership 
interests in Acquisition (the "Acquisition Share Holders") will determine 
that it is advisable and in the best interests of Acquisition and the 
Acquisition Share Holders, for Acquisition to merge with and into the 
Company with the result that the Acquisition Share Holders shall acquire 
all of the membership interests in the Company (the "Company Shares");
	
	WHEREAS, in furtherance of such acquisition, TKG has approved a 
merger (the "Merger") of Acquisition with and into the Company in 
accordance with the LLCA upon the terms and subject to the conditions set 
forth herein, and the manager (the "Company Manager") and advisory board 
(the "Advisory Board") of the Company have approved the Merger in 
accordance with the LLCA, upon the terms and subject to the conditions 
set forth herein, and recommend that the Merger be accepted by the 
holders of the Company Shares (the "Company Share Holders");

	NOW, THEREFORE, in consideration of the foregoing premises and the 
representations, warranties and agreements contained herein, the parties 
hereto agree as follows:

SECTION 1.  MERGER

	1.1. MERGER.  Upon the terms and subject to the conditions hereof, 
on the Effective Time (as defined below in Section 1.2), Acquisition 
shall be merged into the Company and the separate existence of 
Acquisition shall thereupon cease, and the name of the Company, as the 
limited liability company surviving in the Merger (the "Surviving LLC"), 
shall by virtue of the Merger remain "Triad Park, LLC."

	1.2. EFFECTIVE TIME OF THE MERGER.  The Merger shall become 
effective when a properly executed Certificate of Merger is duly filed 
with the Secretary of State of the State of Delaware, or at such later 
date and time as may be specified therein, which filing shall be made 
contemporaneously with (or as soon as practicable after) the closing of 
the transactions contemplated by this Merger Agreement in accordance with 
Section 3.6. When used in this Merger Agreement, the term "Effective 
Time" shall mean the date and time at which such filing shall have been 
made or such later date and time as may be specified in such filing.

	1.3. EFFECTS OF THE MERGER.  The Merger shall have the effects set 
forth in the applicable provisions of the LLCA. Without limiting the 
generality of the foregoing, and subject thereto, at the Effective Time, 
except as otherwise provided herein, all of the property, rights, 
privileges, powers and franchises of Acquisition and the Company shall 
vest in the Surviving LLC, and all debts, liabilities and duties of 
Acquisition and the Company shall become the debts, liabilities and 
duties of the Surviving LLC.

	1.4. CERTAIN EXPENSES.  Subject to the requirements of this 
Section 1.4 and beginning with the date of this Merger Agreement, 
Acquisition shall promptly pay its and the Company's attorneys' fees and 
costs and all legitimate costs of the transaction, including but not 
limited to printing and mailing fees and filing fees with the Securities 
and Exchange Commission (the "Commission"), as incurred, in connection with 
the preparation of documents and solicitation of proxies required under 
the federal securities laws. In the event that the Company retains its 
counsel for the solicitation of proxies, Acquisition's obligations under 
this Section 1.4 shall be limited to $100,000 for attorney's fees and 
costs, assuming one round of comments from the Commission to the 
submitted documents. Acquisition shall pay actual time and expenses for 
work arising out of additional rounds of comments.

SECTION 2.  THE SURVIVING LLC

	2.1. LIMITED LIABILITY COMPANY AGREEMENT.  The limited liability 
company agreement of Acquisition as in effect immediately prior to the 
Effective Time shall be the limited liability company agreement of the 
Surviving LLC after the Effective Time except that Section 1.2 thereof 
shall be amended to state that the name of the company is Triad Park, 
LLC, and subject to Section 7.4(c), thereafter may be amended in 
accordance with its terms and as provided by law and this Merger 
Agreement.

	2.2. BY-LAWS.  The by-laws of Acquisition as in effect on the 
Effective Time shall be the by-laws of the Surviving LLC.

	2.3. MANAGER; ADVISORY BOARD.  The Acquisition Manager immediately 
prior  to the Effective Time shall be the manager of the Surviving LLC. 
The Surviving  LLC shall not have an advisory board.   

SECTION 3.  CONVERSION OF SECURITIES

	3.1. CONVERSION.  As of the Effective Time, by virtue of the Merger 
and  without any action on the part of any Company Share Holder:
	    
	    (a) All Company Shares that are held by the Company shall be 
canceled.
	    
	    (b) Each remaining Company Share issued and outstanding 
immediately prior to the Effective Time shall be converted into the right 
to receive a cash amount equal to the quotient obtained by dividing 
$32,543,038.10 by the sum of (i) the total number of Company Shares 
issued and outstanding as of the Effective Time (other than Company 
Shares to be canceled pursuant to this Agreement) and (ii) the total 
number of Company Shares issuable pursuant to all options, warrants, 
rights, convertible debt instruments and securities, and other equity or 
debt securities or obligations outstanding as of the Effective Time, 
whether vested or unvested, which are exerciseable for or convertible 
into Company Shares (hereafter referred to as the "Merger Consideration" 
whether on a per share or per Share Holder basis or in the aggregate, as 
the context may require).  In no event shall the Merger Consideration 
payable by TKG and Acquisition for the total equity interest of the 
Company exceed $32,543,038.10.  
	    
	    (c) Each issued and outstanding membership interest in 
Acquisition ("Acquisition Share") shall be converted into and become one 
membership interest in the Surviving LLC.

	3.2. DISBURSEMENT OF MERGER CONSIDERATION.

	    (a) Pursuant to an irrevocable agreement to be entered into on 
or before the Effective Time between Acquisition and a disbursing agent 
(the "Disbursing Agent") for the benefit of the Company Share Holders 
(which shall be a commercial bank or trust company with capital of at 
least $350,000,000 or otherwise reasonably satisfactory to the Company 
and Acquisition), Acquisition or the Surviving LLC shall deposit or cause 
to be deposited with the Disbursing Agent, in trust for the benefit of 
the Company's Share Holders, at the Closing, the Merger Consideration 
consisting of the cash (in immediately available funds) to which the 
Company Share Holders shall be entitled pursuant to Section 3.1(b). 
Pending any payments of cash pursuant to Section 3.1(b) of this Merger 
Agreement, such funds shall be held and invested by the Disbursing Agent 
in interest bearing investments with minimal or no risk to capital as 
directed by the Surviving LLC, and any earnings with respect to such 
funds shall be paid to the Surviving LLC when requested by the Surviving 
LLC. Any funds remaining with the Disbursing Agent one year after the 
Effective Time shall be released by the Disbursing Agent to the Surviving 
LLC after which time persons entitled thereto may look, subject to 
applicable escheat and other similar laws, only to the Surviving LLC for 
delivery thereof.

	    (b) Promptly upon the Effective Time the Surviving LLC shall 
notify the Disbursing Agent of the effectiveness of the Merger and shall 
cause the Disbursing Agent, pursuant to the irrevocable instructions, to 
mail to each person who was, immediately prior to the Effective Time, a 
record holder of an outstanding certificate or certificates which prior 
thereto represented Company Shares ("Certificates") a notice and 
transmittal form advising such holder of the effectiveness of the Merger 
and the procedure for surrendering to the Disbursing Agent Certificates 
for exchange for the  Merger Consideration. Each holder of Certificates, 
upon proper surrender thereof to the Disbursing Agent together with such 
transmittal form, duly completed and validly executed in accordance with 
the instructions thereto, shall be entitled to receive the Merger 
Consideration evidenced by such Certificates, without any interest 
thereon, in exchange for such Certificates and such Certificates shall 
forthwith be canceled. Until properly surrendered and exchanged, 
Certificates shall, from and after the Effective Time, be deemed for all 
purposes to evidence only the right to receive the Merger Consideration. 
Notwithstanding the foregoing, neither the Disbursing Agent nor any party 
hereto shall be liable to a holder of Certificates for any amount which 
may be required to be paid to a public official pursuant to any 
applicable abandoned property, escheat or similar law.

	    (c) If delivery of the Merger Consideration in respect of 
canceled Company Shares is to be made to a person other than the person 
in whose name a surrendered Certificate is registered, it shall be a 
condition to such delivery or payment that the Certificate so surrendered 
shall be properly endorsed or shall be otherwise in proper form for 
transfer and that the person requesting such a delivery or payment shall 
have paid any transfer and other taxes required by reason of such 
delivery or payment in a name other than that of the registered holder of 
the Certificate surrendered or shall have established to the satisfaction 
of the Surviving LLC and the Disbursing Agent that such tax either has 
been paid or is not payable.

	3.3. COMPANY SHARE HOLDERS' MEETING.  Unless this Merger Agreement 
has been terminated pursuant to Section 9.1, the Company shall take all 
action necessary, in accordance with applicable law and its limited 
liability company agreement and by-laws, to convene a special meeting of 
the Company Share Holders entitled to vote thereat (the "Company 
Meeting") as promptly as practicable for the purpose of considering and 
taking action upon this Merger Agreement. Subject to Section 7.6(c), the 
Company Manager and Advisory Board will recommend that Company Share 
Holders entitled to vote thereon vote in favor of and approve the Merger 
and the adoption of this Merger Agreement at the Company Meeting. At the 
Company Meeting, all of the Company Shares then owned by Acquisition, or 
with respect to which Acquisition holds the power to direct the voting, 
shall be voted in favor of approval of the Merger and adoption of this 
Merger Agreement.

	3.4. CLOSING OF THE COMPANY'S TRANSFER BOOKS.  At the close of 
business on the Effective Time, the Company Share transfer books shall be 
closed and no transfer of any Company Shares shall be made thereafter. In 
the event that, after the Effective Time, Certificates are presented to 
the Surviving LLC, they shall be canceled and exchanged for the Merger 
Consideration as provided in Sections 3.1(b).

	3.5. ASSISTANCE IN CONSUMMATION OF THE MERGER.  Each of Acquisition 
and the Company shall provide all reasonable assistance to, and shall 
cooperate with, each other to bring about the consummation of the Merger 
as soon as possible in accordance with the terms and conditions of this 
Merger Agreement.

	3.6. CLOSING.  The closing of the transactions contemplated by this 
Merger Agreement shall take place (i) at the offices of The Kontrabecki 
Group, Inc., 2755 Campus Drive, Suite 100, San Mateo, CA 94403 at 10:00 
A.M. local time or as soon as practicable (but in any event within three 
business days) after the day on which the last of the conditions set 
forth in Section 8 is fulfilled or waived, but in no event later than 
March 31, 1998, unless extended by mutual agreement, or (ii) at such 
other time and place as Acquisition and the Company shall agree in 
writing.

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF ACQUISITION & TKG

	Acquisition and TKG represent and warrant to the Company as follows:

	4.1. EXISTENCE; GOOD STANDING; AUTHORITY.  Acquisition is (or will 
prior to the Effective Time be) a limited liability company organized, 
validly existing and in good standing under the laws of the State of 
Delaware, and will be, by the Effective Time, duly licensed or qualified 
to do  business as a foreign limited liability company in, and in good 
standing under  the laws of, the State of California, which constitutes 
all of the jurisdictions in which the character of the properties owned 
or leased by it therein or in which the transaction of its business makes 
such qualification necessary, except where the failure to be so qualified 
would not materially and adversely affect  the ability of Acquisition to 
consummate the transactions contemplated by this  Merger Agreement. TKG 
is a corporation organized, validly existing and  in good standing under 
the laws of the State of California, and is in good standing under the 
laws of California.  Acquisition and TKG have all requisite power and 
authority to own, operate and lease their respective properties and carry 
on their respective business as and where conducted at the respective 
time of its execution of this Merger Agreement. The copies of the limited 
liability company agreement and by-laws of Acquisition to be delivered to 
the Company prior to the Effective Time will be true and correct and are 
in full force and effect, and there will not be any amendments or 
alterations to such documents.

	4.2. AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.  TKG has, and 
Aquisition will have, the requisite power and authority to execute and 
deliver this Merger Agreement and to perform their respective obligations 
hereunder. The execution and delivery of this Merger Agreement by 
Acquisition and TKG, and consummation by Acquisition of the transactions 
contemplated hereby, have been (or, in the case of Acquisition, will be) 
duly authorized by all requisite action under Acquisition's limited 
liability company agreement, TKG's articles of incorporation, their 
respective by-laws and applicable law. The Acquisition Manager is (or 
prior to the Closing will be) authorized as it deems appropriate to 
execute, acknowledge, verify, deliver, file and record, for and in the 
name of Acquisition, the Certificate of Merger and any and all other 
documents and instruments required to consummate the transactions 
contemplated hereunder. This Merger Agreement constitutes (or will 
constitute) a valid and binding obligation of Acquisition and TKG 
enforceable against Acquisition and TKG in accordance with its terms. No 
other proceedings on the part of TKG (or, when this Agreement is signed 
by Acquisition, on the part of Acquisition) are necessary to authorize 
this Merger Agreement and the transactions contemplated hereby.

	4.3. PROXY STATEMENT.  None of the information supplied in writing 
by Acquisition and its affiliates specifically for inclusion in the proxy 
statement of the Company (the "Proxy Statement") required to be mailed to 
the Company Share Holders in connection with the Merger shall, at the 
time the Proxy Statement is mailed, at the time of the Company Meeting or 
at the Effective Time, contain any untrue statement of a material fact or 
omit to state any material fact required to be stated therein or 
necessary in order to make the statements therein, in light of the 
circumstances under which they were made, not misleading.

	4.4. CONSENTS AND APPROVALS; NO VIOLATION.  Neither the execution 
and delivery of this Merger Agreement by Acquisition nor the consummation 
of the transactions contemplated hereby will (i) conflict with or result 
in any breach of any provision of the limited liability company 
agreement, articles of incorporation or the respective by-laws of 
Acquisition or TKG, (ii) require any consent, approval, authorization or 
permit of, or filing with or notification to, any court, administrative 
agency or commission or other governmental authority or instrumentality, 
domestic or foreign (each a "Governmental Entity"), except (A) pursuant 
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 
(B) the filing of the Certificate of Merger pursuant to the LLCA or 
(C) where the failure to obtain such  consent, approval, authorization or 
permit, or to make such filing or notification, would not prevent or 
delay consummation of the Merger or would not otherwise prevent 
Acquisition from performing its obligations under this Merger  Agreement; 
(iii) result in a default (or give rise to any right of termination,  
cancellation or acceleration) under any of the terms, conditions or 
provisions  of any note, license, agreement or other instrument or 
obligation to which  Acquisition is a party or by which it or any of its 
assets may be bound, except  for such defaults (or rights of termination, 
cancellation or acceleration) as to which requisite waivers or consents 
have been obtained or which, in the  aggregate, would not materially and 
adversely affect the ability of Acquisition  to consummate the 
transactions contemplated by this Merger Agreement; or (iv)  violate any 
order, writ, injunction, decree, statute, rule or regulation  applicable 
to Acquisition, or any of its assets, except for violations which  would 
not materially and adversely affect the ability of Acquisition to  
consummate the transactions contemplated by this Merger Agreement.

	4.5. FINANCING.  Acquisition at the Effective Time will have or will 
have deposited with the Disbursing Agent (as appropriate) the funds 
necessary to consummate the Merger and the transactions contemplated 
hereby, and to pay related fees and expenses.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

	Except as provided to the contrary in the attached disclosure 
schedule, which shall be in a form mutually acceptable to the parties 
(the "Disclosure Schedule") and the specific Schedules referenced in this 
Section 5, the Company makes the representations and warranties to 
Acquisition in the following subsections of this Section.  For purposes 
of this Section 5, "to the best of the Company's knowledge" or "known to 
the Company" or the like shall mean the actual knowledge (without any 
obligation of further investigation and without any personal liability) 
of James R. Porter, Stanley F. Marquis, Larry D. McReynolds and Patrick 
J. Kernan.

	5.1. EXISTENCE; GOOD STANDING; AUTHORITY.  The Company is a limited 
liability company organized, validly existing and in good standing under 
the laws of the State of Delaware, and is duly licensed or qualified to 
do business as a foreign limited liability company in, and is or will be 
in good standing under the laws of California which constitute all of the 
jurisdictions in which the character of the properties owned or leased by 
it therein or in which the transaction of its business makes such 
qualification necessary, except where the failure to be so qualified 
would not have a Material Adverse Effect (as defined below). The Company 
has all requisite power and authority to own, operate and lease its 
properties and carry on its business as and where now conducted. The 
copies of the limited liability company agreement and by-laws of the 
Company delivered to Acquisition are true and correct and are in full 
force and effect, and there have not been any amendments or alterations 
to such documents. As used in this Merger Agreement, "Material Adverse 
Effect" shall mean a material adverse effect on the business, assets, 
liabilities, condition (financial or otherwise), prospects or results of 
operations of the Company.

	5.2. AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.  The Company 
has the requisite power and authority to execute and deliver this Merger 
Agreement and to perform its obligations hereunder. The execution and 
delivery of this Merger Agreement by the Company, and consummation by the 
Company of the transactions contemplated hereby, have been duly 
authorized by all requisite action under the Company's limited liability 
company agreement, by-laws and the LLCA, subject only, in the case of 
this Merger Agreement, to the requisite approval of this Merger Agreement 
by the holders of a majority of the Company Shares. The Company Manager 
is authorized as it deems appropriate to execute, acknowledge, verify, 
deliver, file and record, for and in the name of the Company, the 
Certificate of Merger and any and all other documents and instruments 
required to consummate the transactions contemplated hereunder. This 
Merger Agreement constitutes a valid and binding obligation of the 
Company enforceable against the Company in accordance with its terms.  
Except for the requisite approval by the holders of Company Shares, no 
other proceedings on the part of the Company are necessary to authorize 
this Merger Agreement and the transactions contemplated hereby.

	5.3. CONSENTS AND APPROVALS; NO VIOLATION. Neither the execution and 
delivery of this Merger Agreement by the Company nor the consummation of 
the transactions contemplated hereby will (i) conflict with or result in 
any breach of any provision of the limited liability company agreement or 
by-laws of the Company, (ii) require any consent, approval, authorization 
or permit of, or filing with or notification to, any Governmental Entity, 
except (A) pursuant to the Exchange Act, (B) the filing of the 
Certificate of Merger pursuant to the LLCA or (C) where the failure to 
obtain such consent, approval, authorization or permit, or to make such 
filing or notification, would not cause a Material Adverse Effect; 
(iii) result in a default (or give rise to any right of termination, 
cancellation or acceleration) under any of the terms, conditions or 
provisions of any note, license, agreement or other instrument or 
obligation to which the Company is a party or by which it or any of its 
assets may be bound, except for such defaults (or rights of termination, 
cancellation or acceleration) as to which requisite waivers or consents 
have been obtained or which, in the aggregate, would not materially and 
adversely affect the ability of the Company to consummate the 
transactions contemplated by this Merger Agreement; or (iv) violate any 
order, writ, injunction, decree, statute, rule or regulation applicable 
to the Company or any of its assets, except for violations which would 
not cause a Material Adverse Effect.

	5.4. CAPITALIZATION. As of the date hereof, 19,708,123 Company 
Shares were validly issued and outstanding. As of the date hereof, there 
are no bonds, debentures, notes, other indebtedness or any other interest 
having the right to vote on any matters on which the Company's Share 
Holders may vote issued or outstanding. As of the date hereof, there are 
no options, warrants, calls or other rights, agreements or commitments 
presently outstanding obligating the Company to issue, deliver or sell 
Company Shares or debt securities, or obligating the Company to grant, 
extend or enter into any such option, warrant, call or other such right, 
agreement or commitment, other than pursuant to the Rights Agreement 
("Rights Agreement") dated as of April 28, 1997, between the Company and 
GEMISYS Corporation, as Rights Agent.

	5.5. NO SUBSIDIARIES.  The Company does not directly or indirectly 
own any securities of or any other interest in any other corporation, 
partnership, joint venture or other business association or entity.
5.6. REPORTS AND FINANCIAL STATEMENTS.  The Company has previously 
furnished Acquisition with true and complete copies of (i) its 
Registration Statement on Form 10-SB, as filed with the Commission, 
(ii) its Quarterly Reports on Form 10-QSB for the quarters ended June 30, 
1997 and September 30, 1997, as filed with the Commission, (and, if available, 
its Annual Report on Form 10-KSB for the year ended December 31, 1997), 
and (iii) all other reports or registration statements filed by the 
Company with the Commission that the Company was required to file with 
the Commission (the documents listed in clauses (i) through (iii) being 
referred to herein collectively as the "Company SEC Reports"). As of 
their respective dates, the Company SEC Reports complied in all material 
respects with the requirements of the Securities Act or the Exchange Act, 
as the case may be, and the rules and regulations of the Commission 
thereunder applicable to such Company SEC Reports. As of their respective 
dates, the Company SEC Reports did not contain any 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 light of the 
circumstances under which they were made, not misleading. The audited 
consolidated financial statements and unaudited interim financial 
statements of the Company included in the Company SEC Reports comply as 
to form in all material respects with applicable accounting requirements 
and with the published rules and regulations of the Commission with 
respect thereto, and the financial statements included in the Company SEC 
Reports have been prepared in accordance with generally accepted 
accounting principles ("GAAP") applied on a consistent basis (except as 
may be indicated therein or in the notes thereto) and fairly present in 
all material respects the financial position of the Company at the dates 
thereof and the results of its operations and changes in financial 
position for the periods then ended, subject, in the case of the 
unaudited interim financial statements, to normal year-end audit 
adjustments and any other adjustments described therein.

	5.7. ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed in 
the Company SEC Reports filed prior to the date hereof or in the 
Disclosure Schedule, since February 10, 1997, the date the Company was 
organized, there has not been (i) any transaction, commitment, dispute or 
other event or condition (financial or otherwise) of any character 
(whether or not in the ordinary course of business), individually or in 
the aggregate, having a Material Adverse Effect; (ii) any damage, 
destruction or loss, whether or not covered by insurance, which, insofar 
as reasonably can be foreseen, in the future would be likely to have a 
Material Adverse Effect; (iii) any declaration, setting aside or payment 
of any dividend or other distribution (whether in cash, stock or 
property) with respect to the Company Shares; (iv) any material increase 
in the benefits under, or the establishment or amendment of, any bonus, 
insurance, severance, deferred compensation, pension, retirement, profit 
sharing, performance awards, Company Share purchase or other employee 
benefit plan, or any increase in the compensation payable or to become 
payable to any of the employees of  the Company, except for increases in 
salaries or wages payable or to become payable in the ordinary course of 
business and consistent with past practice; (v) any change by the Company 
in its significant accounting policies; or (vi) any entry into any 
commitment or transaction material to the Company (including, without 
limitation, any borrowing or sale of assets) except in the ordinary 
course of business consistent with past practice.

	5.8. PROPERTIES.
	    
	    (a) The title reports identified in the Disclosure Schedule 
list all real property owned (the "Owned Property") or leased as lessor 
or lessee (the "Leased Property" and collectively with the Owned 
Property, the "Property") by the Company.
	    
	    (b) Except as stated in the Disclosure Schedule, none of the 
Property is subject to any purchase options, rights of first refusal or 
other preferential purchase rights.
	    
	    (c) The Leased Property has been leased by the Company on the 
terms and conditions stated in the lease and amendments identified in the 
Disclosure Schedule. All obligations towards the lessors arising from the 
lease agreements referred to before have been complied with in all 
material respects. There are no disputes regarding those agreements 
pending or, to the knowledge of the Company, threatened.
	    
	    (d) To the best of the Company's knowledge, except as set 
forth on the Disclosure Schedule, no adjacent buildings or improvements 
extend across the boundaries of the Owned Property and no buildings or 
improvements forming part of the Owned Property extend onto any adjacent 
sites.

	    (e) Other than properties in the Triad Business Park which 
have been sold, the Company has not owned or leased any Property except 
the Property.
	    
	    (f) The Disclosure Schedule contains a true, correct and 
complete list of all leases, subleases, tenancies, licenses and other 
rights of occupancy or use for all or any portion of any Property, and 
all guarantees and other agreements in respect thereof, all as amended, 
renewed and extended to the date thereof, whether oral or written (the 
"Leases").

	    (g) The Company has heretofore delivered to Acquisition a 
true, correct and complete copy of each Lease (or written summary thereof 
in the case of oral Leases).

	    (h) Each current tenant (the "Tenant") is in actual possession 
of its leased premises. No Rents violate any applicable law. For purposes 
of this Section 5, the term "Rents" is defined to mean the basic, and 
additional and percentage rents, all pass-throughs of taxes, expenses or 
other items, and all other sums payable by the Tenant to the lessor 
(including, without limitation, utility charges) during the original and 
any renewal terms thereof.

	    (i) The following is true with respect to each Lease:
		    
		     (1) the Lease is valid and subsisting and in full 
force and effect strictly in accordance with its terms and has not been 
modified, in writing or otherwise, except as set forth on the Disclosure 
Schedule;
		     (2) no Lease contains any purchase or similar 
option;
			
		     (3) all obligations of the lessor thereunder which 
accrue prior to the Effective Time shall have been performed and paid for 
in full by the Company;
			
		     (4) to the best of the Company's knowledge, there 
has been no default or event which, with the giving of notice or the 
lapse of time, or both, would constitute a default, on the part of the 
Tenant or the lessor thereunder, and the Tenant has not asserted and has 
no defense to, offset or claim against, its Rent or the performance of 
its other obligations under the Lease;
		     
		     (5) the Tenant has not prepaid any Rent; and the 
Rents have been assigned to the Company's lender as additional security.

	There are no material construction, management, leasing, service, 
equipment, supply, maintenance or concession agreements (oral or written, 
formal or informal) with respect to or affecting all or any portion of 
the Property except as set forth on Schedule 5.21 (the "Property 
Contracts"). A current, complete and correct copy of each Property 
Contract has been delivered to Acquisition. Each Property Contract is 
valid and subsisting and all amounts due thereunder have been paid. 
Except as set out in the Disclosure Schedule, neither the Company nor any 
of its agents is in default under any Property Contract or, to the best 
of the Company's knowledge, has received any notice from any party to any 
Contract claiming the existence of any default or breach hereunder and no 
event or omission has occurred which, with the giving of notice or the 
lapse of time would constitute a default.  Except as set out in the 
Disclosure Schedule, all Property Contracts are terminable without cause 
on thirty (30) days' notice or less without payment of any penalty or 
termination payment.
	
	    (j) To the best of the Company's knowledge, the continued 
maintenance, operation and use of any buildings, structures or other 
improvements on each Property for their respective present purposes will 
not violate any federal, state, county or municipal laws, ordinances, 
orders, codes, regulations or requirements in certificates of occupancy 
relating to housing, building, safety, health, fire or zoning (together 
"Applicable Laws") affecting all or any portion of each improved 
Property.

	    (k) To the best of the Company's knowledge, no written or oral 
notice has been given to the Company by any holder of any mortgage or 
deed of trust on any Property, by any insurance company which has issued 
a policy with respect to any of any Property, or by any board of fire 
underwriters (or other body exercising similar functions), any of which 
notices claim any defect or deficiency or request the performance of any 
repairs, alterations or other work to any Property.

	    (l) All state, township, county, school district and other 
taxes levied or assessed against any Property and any penalties or 
interest due and payable thereon prior to the Effective Time, and all 
assessments of any kind levied prior to the Effective Time, if any, will 
have been paid in full by the Company and all appropriate tax returns 
relating to the same have been filed with the proper authorities.

	    (m) The Company has no notice of any proposed increase in the 
assessed valuation. To the best of the Company's knowledge, there is no 
proceeding pending for the reduction of the assessed valuation of all or 
any portion of any Property.

	    (n) The Company has not received any written or oral notice 
for assessments for public improvements against any Property which remain 
unpaid, and to the best of the Company's knowledge, no such assessment 
has been proposed.

	5.9. CONDEMNATION.  There is no pending condemnation, expropriation, 
eminent domain or similar proceeding affecting all or any portion of any 
Property and, to the best of the Company's knowledge, no such proceeding 
is contemplated.

	5.10. ENVIRONMENTAL MATTERS.  For the purposes of this Merger 
Agreement:

	"Environmental Matters" means any matter arising out of, relating to 
or resulting from pollution, protection of the environment and human 
health or safety, health or safety of the public or employees, 
sanitation, and any matters relating to emissions, discharges, Releases 
or threatened Releases of Environmentally Relevant Materials or otherwise 
arising out of, resulting from or relating to the presence, manufacture, 
packaging, labeling, processing, distribution, use, generation, 
treatment, storage, disposal, transport or handling of or exposure to 
Environmentally Relevant Materials or arising out of, resulting from, or 
relating to compliance with Environmental Laws.

	"Environmental Costs" means, without limitation, any costs of 
investigation, remediation, removal, or other response actions, losses, 
liabilities, obligations, payments, damages (including, but not limited 
to, bodily injury, death or property damage), civil or criminal fines or 
penalties, costs of shutdown, diminution in operations, product 
withdrawals or discontinuance of distribution of products (including, but 
not limited to, direct or indirect damages), judgments, settlements, 
interest, costs and expenses (including attorney's fees and costs) 
arising out of, relating to or resulting from any Environmental Matter.

	"Environmental Laws" means, without limitation, the Comprehensive 
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 
U.S.C. Sections 9601 et seq., the Emergency Planning and Community Right-
to-Know Act of 1986, 42 U.S.C. Sections 11001 et seq., the Resource 
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq., the Toxic 
Substances Control Act, 15 U.S.C. Sections 2601 et seq., the Federal 
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Sections 136 et 
seq., the Clean Air Act, 42 U.S.C., Sections 7401 et seq., the Clean 
Water Act (Federal Water Pollution Control Act), 33 U.S.C. Sections 1251 
et seq., the Safe Drinking Water Act, 42 U.S.C. Sections 300f et seq., 
the Occupational Safety and Health Act, 29 U.S.C., Sections 641 et seq., 
the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et 
seq., as any of the above statutes have been or may be amended from time 
to time, all rules and regulations promulgated pursuant to any of the 
above statutes, and any other federal, state or local law, statute, 
ordinance, rule or regulation governing Environmental Matters, as the 
same have been or may be amended from time to time, including any common 
law cause of action providing any right or remedy with respect to 
Environmental Matters, and all applicable judicial and administrative 
decisions, orders, and decrees relating to Environmental Matters.

	"Environmentally Relevant Materials" means any pollutants, 
contaminants, or hazardous or toxic substances, materials, wastes, 
residual materials, constituents or chemicals that are regulated by, or 
form the basis for liability under any Environmental Laws, including but 
not limited to petroleum products, asbestos and radioactive materials.
"Release" means any spilling, leaking, pumping, pouring, emitting, 
emptying, injecting, discharging, escaping, leaching, dumping or 
disposing (or threat of the same occurring) into the environment.

	    (a) To the best of the Company's knowledge, the Company is in 
material compliance with all applicable Environmental Laws. There are no 
claims, notices, civil, criminal or administrative actions, suits, 
hearings, investigations, penalty assessments, inquiries or proceedings 
pending, asserted or, to the knowledge of the Company, threatened by any 
governmental or other entity that are based on or related to any 
Environmental Matters including, without limitation, the violation of any 
Environmental Laws or the violation of or the failure to have any 
required permits, licenses, authorizations, certificates, registrations 
and other governmental consents and approvals related to the handling, 
storage or disposal of Environmentally Relevant Materials ("Environmental 
Permits"). There are presently no outstanding judgments, decrees or 
orders of any court or governmental or administrative agency against or 
affecting the Company or Property arising from, relating to or resulting 
from Environmental Matters.

	    (b) To the best of the Company's knowledge, the Company has 
obtained and is in material compliance with all Environmental Permits 
required to be obtained by it under applicable Environmental Laws in 
order for the Company to conduct its business and operations, except 
where the failure to obtain any Environmental Permit would not cause a 
Material Adverse Effect. All such Environmental Permits are owned by or 
in the name of the Company, are in full force and effect and the Company 
has made in a timely manner all appropriate filings for issuance or 
renewal of such Environmental Permits. No application, action or 
proceeding is pending for the renewal or modification of any 
Environmental Permit; and no claim, application, complaint, action or 
proceeding is pending, asserted or, to the knowledge of the Company, 
threatened that may result in the denial of an application for renewal or 
transfer or the revocation, modification, non-renewal, restriction, or 
suspension of any Environmental Permit. The continued validity and 
existence of each of the Environmental Permits is only subject to the 
conditions set forth in each such Environmental Permit, and no additional 
expenditures are required to be made by the Company or any third party to 
maintain or comply with such Environmental Permits (except as 
specifically disclosed in such Environmental Permits and except for 
changes in applicable Environmental Laws after Closing). The continued 
validity of such Environmental Permits is not related to the continued 
association of one or more individuals or corporations or other entities 
with the Company.

	    (c) To the best of the Company's knowledge, no Environmentally 
Relevant Materials have been Released or are present in connection with, 
arising from or relating to any of the Company's operations or businesses 
or at, on, about or under any Property either (a) in violation  of 
applicable Environmental Law or (b) which require or would require  
investigation, remediation or other response action under applicable  
Environmental Law. No Property is listed or, to the best of the Company's 
knowledge,  proposed for listing (for which any of the Company or the 
Manager has received  notice of such listing or such listing is otherwise 
publicly disseminated or  a matter of public record) on the National 
Priority List pursuant to CERCLA (NPL), CERCLIS or any similar foreign, 
federal or state list of sites requiring  investigation, remediation or 
other response action. To the best of the  Company's knowledge, there are 
no underground storage tanks, polychlorinated  biphenyls, asbestos-
containing materials or surface impoundments at, on, under  or within any 
Property, and there have been no underground storage tanks  removed from 
or closed in place at any Property. The Company has not used any 
treatment, storage or disposal site for Environmentally Relevant 
Materials, or otherwise treated, stored, disposed of, transported, or 
arranged for the treatment, storage or disposal of any Environmentally 
Relevant Materials used, generated, handled, or managed by or on behalf 
of the Company or in connection with the business or Property to any 
place or location which (a) is listed or, to the best of the Company's 
knowledge, proposed for listing on the NPL, CERCLIS or any similar 
foreign, federal or state list; (b) to the best of the Company's 
knowledge, is in violation of any Environmental Laws; or (c) is the 
subject of enforcement action or other investigations which could lead to 
Environmental Costs to be incurred by any of the Company or the Surviving 
LLC. The Company has not, nor, to the best of the Company's knowledge has 
any other person reported or received any oral or written notice of a 
Release of any Environmentally Relevant Material used, generated or 
handled by or for the Company or in connection with the business or 
Property. Neither the Company, nor, to the best of the Company's 
knowledge, any other person has received any notice, demand, claim or 
request for information asserting that the Company is or may be a 
potentially responsible party at any location used for the storage, 
treatment or disposal of Environmentally Relevant Materials or where 
there has been a Release of any Environmentally Relevant Materials.

	    (d) Except as listed in the Disclosure Schedule, there have 
been no investigations, reports, studies, inspections, audits, tests, 
reviews or other analyses conducted by the Company, the Manager, their 
respective employees or outside contractors at the direction of any such 
person in relation to the following matters: (i) Environmental Matters, 
including without limitation potential or actual soil or groundwater 
conditions at any Property or business now or previously owned, operated 
or leased by the Company; or (ii) the compliance of the Company's 
business or Property with applicable Environmental Laws ("Environmental 
Reports").

	    (e) To the best of the Company's knowledge, the Company is not 
aware of any facts or circumstances related to Environmental Matters 
concerning the Company, the business or operations of the Company or the 
Property which could reasonably be expected to cause the Surviving LLC or 
the Company to incur Environmental Costs.

	5.11. LITIGATION.  Except as listed in the Disclosure Schedule, there 
is no suit, action or proceeding pending or, to the best of the Company's 
knowledge, threatened against or affecting the Company which, either 
alone or in the aggregate, is likely to have a Material Adverse Effect, 
nor is there any judgment, decree, injunction, rule or order of any 
court, governmental department, commission, agency, instrumentality or 
arbitrator outstanding against the Company having, or which, in the 
future is likely to have, either alone or  in the aggregate, any Material 
Adverse Effect.

	5.12. INFORMATION IN DISCLOSURE DOCUMENTS.  None of the information 
supplied or to be supplied by the Company for inclusion or incorporation 
by reference in the Proxy Statement or any amendments or supplements 
thereto, at the time of the mailing of the Proxy Statement and any 
amendments or supplements thereto and at the time of the Company Meeting, 
will contain any untrue statement of a material fact or omit to state any 
material fact required to be stated therein or necessary in order to make 
the statements therein, in light of the circumstances under which they 
were made, not misleading. The Proxy Statement will comply as to form in 
all material respects with the provisions of the Exchange Act and the 
rules and regulations thereunder.

	5.13. LABOR MATTERS.  No labor organization or group of employees of 
the Company has made a pending demand for recognition or certification, 
and there are no representation or certification proceedings or petitions 
seeking a representation proceeding presently pending or threatened to be 
brought or filed, with the National Labor Relations Board or any other 
labor relations tribunal or authority. There are no organizing 
activities, strikes, work stoppages, slowdowns, lockouts, material 
arbitrations or material grievances, or other material labor disputes 
pending or threatened against or involving the Company.

	5.14. EMPLOYEE BENEFIT PLANS; ERISA.  There are no employee benefit 
plans, programs, policies, practices, and other arrangements providing 
benefits to any employee or former employee (or beneficiary or dependent 
thereof) sponsored or maintained by the Company to which the Company 
contributes or is obligated to contribute ("Company Plans").

	5.15. COMPANY ACTION.  The Company Manager and the Company Advisory 
Board (at a meeting duly called and held) has by the requisite vote (i) 
determined that the Merger is advisable and fair and in the best 
interests of the Company and its Share Holders, (ii) approved the Merger 
in accordance with the provisions of Section 18-209 of the LLCA, (iii) 
recommended the approval of this Merger Agreement and the Merger by the 
Company Share Holders and directed that the Merger be submitted for 
consideration by the Company's Share Holders entitled to vote thereon at 
the Company Meeting and (iv) adopted any necessary resolution having the 
effect of causing the Company not to be subject, to the extent permitted 
by applicable law, to any state anti-takeover law that may purport to be 
applicable to the Merger and the transactions contemplated by this Merger 
Agreement.

	5.16. NO FAIRNESS OPINION.  The Company has not received an opinion 
of any financial advisors to the Company to the effect that the 
consideration to be received by the Company's Share Holders in the Merger 
is fair to the Share Holders of the Company.

	5.17. FINANCIAL ADVISOR.  No broker, finder or investment banker is 
entitled to any brokerage, finder's or other fee or commission in 
connection with the Merger or the transactions contemplated by this 
Merger Agreement based upon arrangements made by or on behalf of the 
Company.

	5.18. COMPLIANCE WITH APPLICABLE LAWS.  To the best of the Company's 
knowledge, the Company holds all permits, licenses, variances, 
exemptions, orders and approvals of all Governmental Entities for the 
Properties in their current condition (the "Company Permits"). However 
the real property development business involves a continuous governmental 
permitting process and the Company makes no representation or warranty 
that the Company holds all permits of Governmental Entities (including 
discretionary permits and ministerial permits such as building permits) 
that (a) are additional, supplemental, or ancillary to approval that the 
Company currently holds for real property being developed and that would 
ordinarily be required or obtained only from time to time as such 
development proceeds or (b) would be required for the development of 
parts of the Property not yet being developed. The Company is in 
compliance with the terms of the Company Permits, except for such 
failures to comply which, singly or in the aggregate, would not have a 
Material Adverse Effect. To the best of the Company's knowledge, the 
businesses of the Company are not being, and have not been, conducted in 
violation of any law, ordinance or regulation of any Governmental Entity, 
except for possible violations which, individually or in the aggregate, 
do not and would not have a Material Adverse Effect. To the best of the 
Company's knowledge, no investigation or review by any Governmental 
Entity with respect to the Company is pending or threatened, nor has any 
Governmental Entity indicated an intention to conduct the same, other 
than those the outcome of which would not have a Material Adverse Effect.

	5.19. LIABILITIES.  Except as set forth in the Disclosure Schedule, 
as of September 30, 1997, the Company did not have any liability or 
obligation (absolute, accrued, contingent or otherwise, in contract, tort 
or otherwise and whether or not required by GAAP to be reflected in the 
Company's balance sheet or other books and records) (a "Liability"), 
other than such Liabilities which, individually or in the aggregate, 
would not have a Material Adverse Effect. From and after September 30, 
1997, the Company has not incurred, suffered, permitted to exist or 
otherwise become subject to any Liability, other than Liabilities 
incurred in the ordinary course of business in accordance with past 
practice which, individually or in the aggregate, would not have a 
Material Adverse Effect.

	5.20. TAXES.  The Company has filed all material tax returns, 
declarations and reports required to be filed by any of them (taking into 
account all valid extensions of filing dates) and has paid, or has set up 
an adequate liability reserve in accordance with GAAP for the payment of, 
all taxes required to be paid in respect of the periods covered by such 
returns, declarations and reports. The information contained in such tax 
returns, declarations and reports is true, complete and accurate in all 
material respects. The Company is not delinquent in the payment of any 
tax, assessment or governmental charge, except where such delinquency has 
not had or would not reasonably be expected to have, a Material Adverse 
Effect. No material deficiencies for any taxes have been proposed, 
asserted or assessed against the Company that have not been finally 
settled or paid in full and no requests for waivers of the time to assess 
any such tax are pending. No tax return, declaration or report is 
currently under audit by any taxing authority, and as of the date hereof 
no written notice of any such audit has been received. For the purposes 
of this Merger Agreement, the term "tax" shall include all federal, 
state, local and foreign income, profits, franchise, gross receipts, 
payroll, sales, employment, use, property, withholding, excise and other 
taxes, duties and assessments of any nature whatsoever together with all 
interest, penalties and additions imposed with respect to such amounts.

	5.21. CERTAIN AGREEMENTS.  Except as set forth on Schedule 5.21, the 
Company is not a party or subject to any oral or written (i) agreement, 
contract, indenture or other instrument relating to Indebtedness (as 
defined below) in an amount exceeding $100,000; (ii) joint venture 
agreement or arrangement or any other agreement which has involved or is 
expected to involve a sharing of revenues; (iii) lease for real or 
personal property in which the amounts of payments which the Company or 
any subsidiary is required to make on an annual basis exceeds $25,000; 
(iv) agreement, contract, policy, license, document, instrument, 
arrangement or commitment that limits in any material respect the freedom 
of the Company to compete in any line of business or with any person or 
in any geographical area or which would so limit the freedom of the 
Company after the Effective Time; (v) employment, consulting, severance, 
termination, or indemnification agreement, contract or arrangement 
providing for future payments with any current or former officer, 
consultant or employee which (A) exceeds $10,000 per annum or (B) 
requires aggregate annual payments or total payments over the life of 
such agreement, contract or arrangement to such current or former 
officer, consultant or employee in excess of $10,000 or $25,000, 
respectively, and is not terminable before and after the Merger by it on 
30 days' notice or less without penalty or obligation to make payments 
related to such termination; (vi) agreement, contract, arrangement, 
commitment or obligation with or in favor of (or calling for any payment 
to) any member, Share Holder, officer, manager, Advisory Board member or 
affiliate of the Company or the manager thereof; or (vii) other 
agreement, contract, policy, license, document, instrument, arrangement 
or commitment not made in the ordinary course of business that is 
material to the Company. "Indebtedness" means any liability in respect of 
(A) borrowed money, (B) capitalized lease obligations, (C) the deferred 
purchase price of property or services (other than trade payables in the 
ordinary course of business) and (D) guarantees of any of the foregoing. 
The Company is not in default (or would be in default with notice or 
lapse of time, or both) under any indenture, note, credit agreement, loan 
document, lease, contract, policy, license, document, instrument, 
arrangement or commitment (a "Contract") whether or not such default has 
been waived, which default, alone or in the aggregate with other such 
defaults, would have a Material Adverse Effect. The Company is not a 
party to or bound by any Contract which upon execution of this Merger 
Agreement or consummation of the transactions contemplated hereby will 
(either alone or upon the occurrence of additional acts or events) result 
in the loss of any material benefit, the termination thereof or any 
payment becoming accelerated or due from the Company or the Surviving LLC 
which loss, termination or acceleration would have a Material Adverse 
Effect.

SECTION 6.  CONDUCT OF BUSINESS PENDING THE MERGER

	6.1. CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER.  Prior 
to the Effective Time, unless Acquisition shall otherwise agree in 
writing:
	    
	    (a) the Company shall carry on its business in the usual, 
regular and ordinary course in substantially the same manner as 
heretofore conducted, and shall use its diligent efforts to preserve 
intact its present business organizations, keep available the services of 
its present officers and employees and preserve their relationships with 
customers, suppliers and others having business dealings with them to the 
end that their goodwill and ongoing businesses shall be unimpaired at the 
Effective Time. The Company shall (A) maintain insurance coverages and 
its books, accounts and records in the usual manner consistent with prior 
practices; (B) comply in all material respects with all laws, ordinances 
and regulations of Governmental Entities applicable to the Company; (C) 
maintain and keep its properties and equipment in good repair, working 
order and condition, ordinary wear and tear excepted; and (D) perform in 
all material respects its obligations under all contracts and commitments 
to which it is a party or by which it is bound, in each case other than 
where the failure to so maintain, comply or perform, either individually 
or in the aggregate, would not result in a Material Adverse Effect;

	    (b) except as required by this Merger Agreement, the Company 
shall not and shall not propose to (A) sell or pledge or agree to sell or 
pledge any membership interest; (B) amend its limited liability company 
agreement or by-laws; (C) split, combine or reclassify its outstanding 
membership interests or issue or authorize or propose the issuance of any 
other securities in respect of, in lieu of or in substitution for shares 
of membership interests of the Company, or declare, set aside or pay any 
dividend or other distribution payable in cash, securities or other 
property; or (D) directly or indirectly redeem, purchase or otherwise 
acquire or agree to redeem, purchase or otherwise acquire any Company 
Shares;

	    (c) the Company shall not (A) except as contemplated by this 
Merger Agreement, issue, deliver or sell or agree to issue, deliver or 
sell any additional shares of, or rights of any kind to acquire any 
shares of, its membership interest of any class, any Indebtedness or any 
options, rights or warrants to acquire, or securities convertible into 
membership interests; (B) acquire, lease or dispose of, or agree to 
acquire, lease or dispose of, any capital assets or any other assets 
other than in the ordinary course of business; (C) incur additional 
Indebtedness or encumber or grant a security interest in any asset or 
enter into any other material transaction other than in each case in the 
ordinary course of business (other than as set forth in Schedule 6.1); 
(D) acquire or agree to acquire by merging or consolidating with, or by 
purchasing a substantial equity interest in, or by any other manner, any 
business or any corporation, partnership, association or other business 
organization or division thereof, in each case in this clause (D) which 
are material, individually or in the aggregate, to the Company; or (E) 
enter into any contract, agreement, commitment or arrangement with 
respect to any of the foregoing;

	    (d) the Company shall not, except as required to comply with 
applicable law, (A) adopt, enter into, terminate or amend any bonus, 
profit sharing, compensation, severance, termination, stock option, 
pension, retirement, deferred compensation, employment or other Company 
Plan, agreement, trust, fund or other arrangement for the benefit or 
welfare of any current or former officer, employee or independent 
contractor; (B) other than as set forth in Schedule 6.1, increase in any 
manner the compensation or fringe benefit of any officer, employee or 
independent contractor; (C) other than as set forth in Schedule 6.1, pay 
any benefit not provided under any existing plan or arrangement; (D) 
other than as set forth in Schedule 6.1, grant any awards under any 
bonus, incentive, performance or other compensation plan or arrangement 
or Company Plan (including, without limitation, the grant of equity based 
or related awards, performance units or restricted equity, or the removal 
of existing restrictions or the acceleration of exerciseability in any 
Company Plan or agreements or awards made thereunder); (E) take any 
action to fund or in any other way secure the payment of compensation or 
benefits under any employee plan, agreement, contract or arrangement or 
Company Plan; or (F) adopt, enter into,  amend or terminate any contract, 
agreement, commitment or arrangement to do any  of the foregoing;

	    (e) the Company shall not make any investments in non-
investment grade  securities; and

	    (f) the Company shall not, except as required by law or GAAP, 
change any of its significant accounting policies or make or rescind any 
express or deemed election relating to taxes, settle or compromise any 
claim, action, suit, litigation, proceeding, arbitration, investigation, 
audit or controversy relating to taxes, or change any of its methods of 
reporting income or deductions for federal income tax purposes from those 
employed in the preparation of the federal income tax returns for the 
last taxable year.

	6.2. NOTICE OF BREACH.  Each party shall promptly give written 
notice to the other party upon becoming aware of the occurrence or, to 
its knowledge, impending or threatened occurrence, of any event which 
would cause or constitute a breach of any of its representations, 
warranties or covenants contained or referenced in this Merger Agreement 
and will use its best efforts to prevent or promptly remedy the same. Any 
such notification shall not be deemed an amendment of any Schedule 
hereto. 

SECTION 7.  ADDITIONAL AGREEMENTS

	7.1. ACCESS AND INFORMATION.  Subject to the limitations imposed by 
third party confidentiality agreements, the Company shall afford to 
Acquisition and its accountants, counsel and other representatives full 
access during normal business hours (and at such other times as the 
parties may mutually agree) throughout the period prior to the Effective 
Time to all of its properties, books, contracts, commitments, records and 
personnel and, during such period, the Company shall furnish promptly to 
Acquisition (i) a copy of each report, schedule and other document filed 
or received by it pursuant to the requirements of federal or state 
securities laws, and (ii) all other information concerning its business, 
properties and personnel as Acquisition may reasonably request. The 
Company and Acquisition shall hold, and shall cause its employees and 
agents to hold, in confidence all such information in accordance with the 
terms of the Confidentiality Agreement, effective November 25, 1997, 
between Acquisition and the Company (the "Confidentiality Agreement"). 
Acquisition shall indemnify and hold the Company harmless from any and 
all claims, liens, losses or damage, including attorneys' fees, arising 
out of the physical presence of employees, agents or contractors of 
Acquisition or TKG at the Company and out of any tests or inspections of 
the Company's Property by or on behalf of Acquisition or TKG.

	7.2. PROXY STATEMENT.
	    
	    (a) As promptly as practicable after the execution of this 
Merger Agreement, the Company and Acquisition shall prepare and the 
Company shall file with the Commission preliminary proxy materials which 
shall constitute the preliminary Proxy Statement. As promptly as 
practicable after comments are received from the Commission with respect 
to the preliminary proxy materials and after the furnishing by the 
Company and Acquisition of all information required to be contained 
therein, the Company shall file with the Commission the definitive Proxy 
Statement.

	    (b) Acquisition and the Company shall make all necessary 
filings with respect to the Merger under the Securities Act and the 
Exchange Act and the rules and regulations thereunder and under 
applicable blue sky or similar securities laws and shall use all 
reasonable efforts to obtain required approvals and clearances with 
respect thereto.

	7.3. MEETING.  As promptly as possible, the Company shall notice a 
Share Holder's meeting for the purpose of approving the Merger. The 
Company shall solicit management proxies to vote in favor of the Merger 
in connection with this meeting.

	7.4. INDEMNIFICATION.

	    (a) All rights to indemnification existing in favor of the 
current or former officers or employees of the Company as provided in the 
limited liability company agreement or by-laws, as in effect as of the 
date hereof, with respect to matters occurring through the Effective 
Time, shall survive the Merger and shall continue in full force and 
effect for a period of not less than six years from the Effective Time, 
provided, however, that, prior to the Effective Time and with 
Acquisition's prior consent (such consent not required if the cost does 
not exceed $110,000), the Company may purchase additional policies of 
directors' and officers' liability insurance of at least the same 
coverage as currently maintained by the Company, such policies to be pre-
paid and in effect for a period of six years from the Effective Time.

	    (b) In the event that any action, suit, proceeding or 
investigation relating hereto or to the transactions contemplated by this 
Merger Agreement is commenced, whether before or after the Effective 
Time, the parties hereto agree to cooperate and use their respective 
reasonable efforts to vigorously defend against and respond thereto.

	    (c) The provisions of the limited liability company agreement 
and by-laws of the Surviving LLC pertaining to indemnification of current 
and former directors, officers and employees shall not be amended, 
repealed or otherwise modified for a period of six years after the 
Effective Time (or, in the case of matters which are pending but which 
have not been resolved prior to the sixth anniversary of the Effective 
Time, until such matters are finally resolved), in any manner that would 
adversely affect the rights thereunder of individuals who at any time on 
or prior to the Effective Time were directors, officers or employees of 
the Company in respect of actions or omissions occurring on or prior to 
the Effective Time (including, without limitation, the transactions 
contemplated by this Merger Agreement).

	7.5. ADDITIONAL AGREEMENTS.

	    (a) Subject to the terms and conditions herein provided, each 
of the parties hereto agrees to use all reasonable efforts to take, or 
cause to be taken, all actions and to do, or cause to be done, all things 
necessary, proper or advisable under applicable laws and regulations to 
consummate and make effective the transactions contemplated by this 
Merger Agreement, including using all reasonable efforts to obtain all 
necessary waivers, consents and approvals, to effect all necessary 
registrations and filings (including, but not limited to,  filings with 
all applicable Governmental Entities) and to lift any injunction  or 
other legal bar to the Merger, subject to the appropriate vote of the 
Share  Holders. Notwithstanding the foregoing, Acquisition shall not be 
required to  take any action, and without Acquisition's prior written 
consent the Company  shall agree not to take any action, that would in 
any way restrict or limit  the conduct of business from and after the 
Effective Time by the Surviving LLC of either (including, without 
limitation, any divestiture of any business, product line or asset).

	    (b) In case at any time after the Effective Time any further 
action is necessary or desirable to carry out the purposes of this Merger 
Agreement, the proper officers and/or directors of the Surviving LLC 
shall take all such necessary action.

	7.6. NO SOLICITATION.

	    (a) As used herein, the term "Acquisition Proposal" means any 
proposed (i) merger, consolidation or similar transaction involving the 
Company, (ii) sale, lease or other disposition directly or indirectly by 
merger, consolidation, share exchange or otherwise of either (A) assets 
of the Company representing 75% or more of the consolidated assets of the 
Company (based upon the valuations contained in the confidential report 
of the Sedway Group dated July 22, 1997 (the "Sedway Report")) in one 
transaction (but not solicitation of unrelated sales of individual 
parcels of the Property which are not material in amount either 
individually or in the aggregate), or (B) all or substantially all of the 
undeveloped Property in one transaction (but not solicitation of 
unrelated sales of individual parcels of the undeveloped Property which 
are not material in amount either individually or in the aggregate), or 
(C) any other material amount of assets or Property of the Company, 
(iii) issue, or other acquisition or disposition of (including by way of 
merger, consolidation, share exchange or any similar transaction) 
securities (or options, rights or warrants to purchase, or securities 
convertible into, such securities) representing 20% or more of the voting 
power of the Company or (iv) transaction in which any person shall or 
would acquire beneficial ownership (as such term is defined in Rule 13d-3 
under the Exchange Act), or the right to acquire beneficial ownership, or 
any "group" (as such term is defined under the Exchange Act) shall have 
been formed which beneficially owns or would own or has or would have the 
right to acquire beneficial ownership of 20% or more of the outstanding 
Company Common Stock, other than transactions contemplated by this Merger 
Agreement.

	    (b) The Company shall not, nor shall the Company authorize or 
permit its officers, employees, representatives, investment bankers, 
attorneys, accountants or other agents or affiliates to, take any action 
to solicit, initiate or encourage the submission of any Acquisition 
Proposal; provided, however, that if, at any time prior to the obtaining 
of Company Share Holder approval of the Merger, the Advisory Board 
determines in good faith by a majority vote, with the advice of outside 
counsel, that it is necessary to do so to avoid a breach of its fiduciary 
duties to Share Holders under applicable law, the Company may, in 
response to a written request for information, furnish information with 
respect to the Company to any person pursuant to a customary 
confidentiality agreement containing terms at least as favorable to the 
Company as those contained in the confidentiality agreements in place 
between the Company and Acquisition. The Company may discuss and 
negotiate terms with parties making unsolicited Acquisition Proposals.

	    (c) The Company may continue marketing parcels of the Property 
as part of its normal business operations. The Company shall provide 
Acquisition with a copy of any proposed agreement for any sale, exchange 
or other disposition of any part of the Property and consult with 
Acquisition before entering into any binding agreement.  After the 
approval of this Agreement by the Advisory Board of the Company and 
except as provided in Section 7.6(d), the Company will not, without the 
express written consent of Acquisition, enter into any agreement for the 
disposition of any part of the Property.

	    (d) Except as expressly permitted by this Section 7.6, neither 
the Advisory Board nor the Company Manager shall (i) withdraw or modify, 
or propose publicly to withdraw or modify, in a manner adverse to 
Acquisition, its approval or recommendation of the adoption and approval 
of the matters to be considered at the Company Meeting, (ii) approve or 
recommend, or propose publicly to approve or recommend, any Acquisition 
Proposal, or (iii) cause the Company to enter into any letter of intent, 
agreement in principle, acquisition agreement or other similar agreement 
or understanding (written or otherwise) related to any Acquisition 
Proposal (each, an "Acquisition Agreement"). Notwithstanding the 
foregoing, in the event that prior to the obtaining of Company Share 
Holder approval of the Merger, there exists a Superior Proposal (as 
defined herein), the Advisory Board may, if it determines in good faith 
by a majority vote, with the advice of outside counsel, that it is 
necessary to do so to avoid a breach of its fiduciary duties to Company 
Share Holders under applicable law, approve or recommend such Superior 
Proposal and terminate this Merger Agreement, provided (x) the Company 
shall have given Acquisition written notice (a "Superior Proposal 
Notice") at least five business days prior to such termination advising 
Acquisition that the Advisory Board has received a Superior Proposal 
which the Advisory Board has authorized and intends to effect, specifying 
the material terms and conditions of such Superior Proposal and 
identifying the person making such Superior Proposal, and (y) the 
Company, prior to terminating this Merger Agreement, makes irrevocable 
arrangements for Acquisition to be paid the amounts contemplated by 
Section 9.2(b) upon the termination of this Merger Agreement. For 
purposes of this Merger Agreement, a "Superior Proposal" means a 
definitive unconditioned agreement with a third party, with all due 
diligence investigations completed, to acquire, directly or indirectly, 
more than 50% of the membership interests of the Company, assets of the 
Company representing 75% or more of the real estate assets of the Company 
(based upon the valuations contained in the Sedway Report) in one 
transaction (but not solicitation of sales of individual parcels of the 
Property) or all or substantially all of the undeveloped Property in one 
transaction (but not solicitation of sales of individual parcels of the 
undeveloped Property), and otherwise on terms which the Advisory Board 
determines in its good faith judgment to be more favorable from a 
financial point of view to the Company Share Holders than this Merger 
Agreement, the Merger and the transactions contemplated hereby and for 
which financing, to the extent required, is then committed.

	    (e) In addition to the obligations set forth in paragraphs (b) 
and (d) of this Section 7.6, the Company will promptly communicate to 
Acquisition a copy of any requests for information or proposals, 
including the identity of the person and its affiliates making the same, 
that it may receive.

	    (f) Nothing contained in this Section 7.6 shall prohibit the 
Company from taking and disclosing to the Company Share Holders a 
position contemplated by Rule 14e-2(a) promulgated under the Exchange Act 
or from making any disclosure to the Company Share Holders if, in the 
good faith judgment of the Advisory Board, with the advice of outside 
counsel, failure so to disclose would result in a violation of applicable 
law; provided, however, that neither the Company, the Company Manager nor 
the Advisory Board shall withdraw or modify, or propose publicly to 
withdraw or modify, its position with respect to the matters to be 
considered at the Company Meeting or approve or recommend, or propose 
publicly to approve or recommend, an Acquisition Proposal, except as 
provided in Section 7.6(d).

	7.7. REDEMPTION OF RIGHTS.  The Company shall, immediately prior to 
the Effective Time, cause the redemption of the rights issued under the 
Rights Agreement so that thereafter the holders of such rights shall have 
no rights thereunder other than the right to receive the redemption price 
therefor. The Company shall not amend the Rights Agreement in any manner 
that has the effect of rendering the Rights Agreement inapplicable, in 
whole or in part, to any third party unless, prior to or concurrently 
therewith, the Company takes substantially equivalent action with respect 
to Acquisition and in addition releases Acquisition from any limitations 
or restrictions imposed by the Confidentiality Agreement, including 
without limitation, restrictions upon the purchase of Company Shares, 
that prohibits Acquisition from purchasing Company Shares to the same 
extent and upon substantially equivalent terms as such third party.  

SECTION 8.  CONDITIONS PRECEDENT

	8.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.  
The respective obligations  of each  party to effect the Merger shall be 
subject to  the fulfillment at or prior to the Effective Time of the 
following conditions:

	    (a) This Merger Agreement and the transactions contemplated 
hereby shall have been approved and adopted by the requisite vote of the 
Company Share Holders.

	    (b) No temporary restraining order, preliminary or permanent 
injunction or other order by any court or other judicial or 
administrative body of competent jurisdiction (each, an "Injunction") 
which prohibits or prevents the consummation of the Merger shall have 
been issued and remain in effect (each party agreeing to use its best 
efforts to have any such Injunction lifted), and there shall not be any 
action taken, or any statute, rule, regulation or order (whether 
temporary, preliminary or permanent) enacted, entered or enforced which 
makes the consummation of the Merger illegal or prevents or prohibits the 
Merger.

	8.2. CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT THE MERGER.  
The obligation of the Company to effect the Merger shall be subject to 
the fulfillment at or prior to the Effective Time of the additional 
following conditions, unless waived by the Company:

	    (a) Acquisition shall have performed in all material respects 
its agreements contained in this Merger Agreement required to be 
performed on or prior to the Effective Time and the representations and 
warranties of Acquisition contained in this Merger Agreement shall be 
true in all material respects when made and on and as of the Effective 
Time as if made on and as of such date, except for representations and  
warranties that are by their express provisions made as of a specific 
date or dates, which were or will be true in all material respects at 
such time or times as stated therein, and the Company shall have received 
a certificate of the Acquisition Manager to that effect.

	    (b) Intentionally Omitted.

	    (c) The Merger Consideration shall have been deposited with 
the Dispersing Agent with irrevocable instructions to exchange the 
Company Shares for the Merger Consideration in accordance with Section 
3.2(b) immediately upon notification by the Company and Acquisition of 
the Effective Time.

	8.3. CONDITIONS TO OBLIGATIONS OF ACQUISITION TO EFFECT THE MERGER.  
The obligation of Acquisition to effect the Merger shall be subject to 
the fulfillment at or prior to the Effective Time of the additional 
following conditions, unless waived by Acquisition:

	    (a) The Company shall have performed in all material respects 
its agreements contained in this Merger Agreement required to be 
performed on or prior to the Effective Time and the representations and 
warranties of the Company contained in this Merger Agreement shall be 
true in all material respects (except for any such representations or 
warranties which are qualified as to Material Adverse Effect, which shall 
be true and correct in all respects) when made and on and as of the 
Effective Time as if made on and as of such date, except for 
representations and warranties that are by their express provisions made 
as of a specific date or dates which were or will be true in all material 
respects (except for any such representations or warranties which are 
qualified as to Material Adverse Effect, which were or will be true and 
correct in all respects) at such date or dates, and Acquisition shall 
have received a certificate of the Company Manager to that effect.

	    (b) Intentionally Omitted.

	    (c) The Company shall have obtained all consents, appeals, 
releases or authorizations from, and shall have made all filings and 
registrations to or with, any person, including but not limited to any 
Governmental Entity, necessary to be obtained or made in order to 
consummate the transactions contemplated by this Merger Agreement.

SECTION 9.  TERMINATION, AMENDMENT AND WAIVER

	9.1. TERMINATION. This Merger Agreement may be terminated at any 
time prior to the Effective Time, whether before or after approval by the 
Company Share Holders:

	    (a) by mutual consent of the Board of Directors of Acquisition 
and the  Advisory Board;

	    (b) by either Acquisition or the Company, if the Merger shall 
not have been consummated on or before March 31, 1998; provided that the 
right to terminate this Agreement pursuant to this Section 9.1(b) shall 
not be available to any party whose failure to perform in any material 
respect any covenant under this Merger Agreement has been the cause of or 
resulted in whole or in part in the failure of the Merger to be 
consummated before such date;

	    (c) by either Acquisition or the Company, if there shall be 
any Order  which is final and nonappealable preventing the consummation 
of the Merger;

	    (d) by either Acquisition or the Company, if this Merger 
Agreement and the transactions contemplated hereby shall fail to receive 
the requisite vote for approval and adoption by the Company Share Holders 
at the Company Meeting;

	    (e) by Acquisition if this Merger Agreement and the 
transactions contemplated hereby shall not have been submitted for 
approval and adoption by the Company Share Holders at the Company Meeting 
prior to March 31, 1998 unless the meeting is held later solely due to 
delays in obtaining approval of the Proxy Statement by the Commission;

	    (f) by Acquisition, if the Advisory Board withdraws, modifies 
in a manner adverse to Acquisition, or refrains from making its 
recommendation concerning the Merger referred to in Section 3.3, or the 
Advisory Board shall have recommended to the Company Share Holders any 
Acquisition Proposal or the Company shall have entered into an 
Acquisition Agreement, or, other than in connection with the Company's 
delivery of a Superior Proposal Notice, the Advisory Board shall have 
resolved to do any of the foregoing; or

	    (g) by the Company, if, pursuant to Section 7.6(d), (A) the 
Advisory Board has delivered to Acquisition a Superior Proposal Notice, 
(B) the Company has paid the Termination Fee (as defined in Section 9.2), 
and (C) five business days have passed since Acquisition received the 
Superior Proposal Notice.

	9.2. EFFECT OF TERMINATION; FEES.

	    (a) In the event of termination of this Merger Agreement by 
either Acquisition or the Company, as provided above, this Merger 
Agreement shall forthwith become void and (except for the willful breach 
of this Merger Agreement by any party hereto) there shall be no liability 
on the part of either the Company or Acquisition or their respective 
officers or employees; provided that the last sentence of Section 7.1 and 
Sections 9.2, 11.3 and 11.7 shall survive the termination.

	    (b) The Company shall pay to Acquisition a Termination Fee (as 
defined below) if: (i) Acquisition terminates this Merger Agreement 
pursuant to Section 9.1(e) or (f); or (ii) within three business days 
after the receipt by Acquisition of the Superior Proposal Notice, the 
Company terminates this Merger Agreement pursuant to Section 9.1(g) and 
executes the agreement contemplating the Superior Proposal; or (iii) so 
long as Acquisition has not materially defaulted under Sections 1, 3 and 
10 of this Agreement, on or prior to July 31, 1998 the Company (directly 
or indirectly through the Company Manager or the Advisory Board) accepts, 
recommends, consummates, or enters into or announces an agreement with 
respect to, an Acquisition Proposal.

	    (c) The Termination Fee shall be equal to $1,200,000. The 
Termination Fee shall be paid as promptly as practicable and in no event 
later than (A) in the event of termination by the Company as described in 
clause (ii) of Section 9.2(b), upon termination of the Merger Agreement 
and the execution of the Superior Proposal; or (B) in the event of 
termination by Acquisition as described in clause (i) of Section 9.2(b), 
five business days after such termination; or (C) in the event of any of 
the actions or events described in clause (iii) of Section 9.2(b), upon 
and (unless otherwise due pursuant to clause (A) or clause (B) of this 
Section 9.2(c)) only upon consummation of the transaction contemplated by 
the Acquisition Proposal.

	9.3. AMENDMENT.  This Merger Agreement may be amended by the parties 
hereto, by or pursuant to action taken by the Acquisition Manager and the 
Advisory Board, at any time before or after approval hereof by the 
Company Share Holders, but, after such approval, no amendment shall be 
made which changes the amount or form of Merger Consideration or which in 
any way materially adversely affects the rights of the Company Share 
Holders, without the further approval of such Company Share Holders. This 
Merger Agreement may not be amended except by an instrument in writing 
signed on behalf of each of the parties hereto.

	9.4. WAIVER.  At any time prior to the Effective Time, the parties 
hereto, by or pursuant to action taken by the Acquisition Manager and 
Advisory Board, may (i) extend the time for the performance of any of the 
obligations or other acts of the other parties hereto, (ii) waive any 
inaccuracies in the representations and warranties contained herein or in 
any documents delivered pursuant hereto, and (iii) waive compliance with 
any of the agreements or conditions contained herein; provided, however, 
that no such waiver shall materially adversely affect the rights of the 
Company Share Holders and Acquisition. Any agreement on the part of a 
party hereto to any such extension or waiver shall be valid if set forth 
in an instrument in writing signed on behalf of such party.

SECTION 10.  COMMITMENTS OF TKG

	Promptly following the execution and delivery of this Merger 
Agreement, TKG shall cause Acquisition to be formed and to ratify the 
execution and delivery of this Merger Agreement.  TKG shall cause 
Acquisition to be capitalized with all funds necessary for Acquisition to 
fulfill its obligations under the Merger Agreement and the transactions 
contemplated hereby. TKG shall indemnify and hold the Company harmless 
from any and all claims, liens, losses or damage, including attorneys' 
fees, arising out of the physical presence of employees, agents or 
contractors of Acquisition or TKG at the Company, out of any tests or 
inspections of the Company's Property by or on behalf of Acquisition or 
TKG or out of a failure of Acquisition to pay the costs and expenses as 
provided for in Section 1.4.

SECTION 11.  GENERAL PROVISIONS

	11.1. NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  No 
representations, warranties or agreements in this Merger Agreement shall 
survive the Merger, except for the agreements contained in Sections 3.1, 
3.2 and 3.4 and the agreements referred to in Sections 7.4, 7.5, 11.1, 
11.3 and 11.7. No claims for any breach of any representation or warranty 
may be brought by either party after the Effective Time.

	11.2. NOTICES.  All notices or other communications under this Merger 
Agreement shall be in writing and shall be given (and shall be deemed to 
have been duly given upon receipt) by delivery in person, by cable, 
telegram, telex, telecopy or other standard form of telecommunications, 
or by registered or certified mail, postage prepaid, return receipt 
requested, addressed as follows:

		If to the Company:
		    Mr. Stanley F. Marquis
		    Triad Park, LLC
		    3055 Triad Drive
		    Livermore, California  94550
		    Telecopy No.: 510-455-6917

		With a copy to:
		    McCutchen, Doyle, Brown & Enersen, LLP
		    3150 Porter Drive
		    Palo Alto, California  94304
		    Attention: Edward S. Merrill, Esq.
		    Telecopy No.:  650-849-4800

		If to Acquisition or TKG:
		    TKG International, Inc.
		    2755 Campus Drive, Suite 100
		    San Mateo, California  94403
		    Attention:  John Kontrabecki
		    Telecopy No.:  650-312-1333

		With a copy to:
		    Gray Cary Ware & Freidenrich LLP
		    400 Hamilton Avenue
		    Palo Alto, California  94301
		    Attention: Rod J. Howard, Esq.
		    Telecopy No.: 650-327-3699

or to such other address as any party may have furnished to the other 
parties in writing in accordance with this Section 11.2.

	11.3. EXPENSES.  All costs and expenses incurred in connection with 
this Merger Agreement and the transactions contemplated hereby 
(regardless of whether the Merger is consummated) shall be paid by the 
party incurring such expenses, and the incurrence and payment of 
transaction expenses by the Company shall not affect the Merger 
Consideration.

	11.4. PUBLICITY.  So long as this Merger Agreement is in effect, 
Acquisition and the Company agree to consult with each other in issuing 
any press release or otherwise making any public statement with respect 
to the transactions contemplated by this Merger Agreement, and  none of 
them shall issue any press release or make any public statement prior  to 
such consultation, except as may be required by law.

	11.5. SPECIFIC PERFORMANCE.  The parties hereto agree that 
irreparable damage would occur in the event that any of the provisions of 
this Merger Agreement were not performed in accordance with their 
specific terms or were otherwise breached. It is accordingly agreed that 
the parties shall be entitled to an injunction or injunctions to prevent 
breaches of this Merger Agreement and to enforce specifically the terms 
and provisions hereof in any court of the United States or any state 
having jurisdiction, this being in addition to any other remedy to which 
they are entitled at law or in equity.

	11.6. INTERPRETATION.  The headings contained in this Merger 
Agreement are for reference purposes only and shall not affect in any way 
the meaning or interpretation of this Merger Agreement.

	11.7. MISCELLANEOUS.  This Merger Agreement (including the documents 
and instruments referred to herein) (a) constitute the entire agreement 
and supersede all other prior agreements and understandings, both written 
and oral, among the parties, or any of them, with respect to the subject 
matter hereof (other than as provided in the Confidentiality Agreement, 
as the same may be amended); (b) except as provided in Section 7.4 of 
this Merger Agreement, are not intended to confer upon any other person 
any rights or remedies hereunder; (c) except for an assignment by 
Acquisition to one of its affiliates, shall not be as assigned by 
operation of law or otherwise; and (d) shall be governed in all respects, 
including validity, interpretation and effect, by the laws of the State 
of Delaware (without giving effect to the provisions thereof relating to 
conflicts of law). This Merger Agreement may be executed in two or more 
counterparts which together shall constitute a single agreement.

	IN WITNESS WHEREOF, the parties hereto have caused this Merger 
Agreement to be signed by their respective officers thereunder duly 
authorized all as of the date first written above.

TKG ACQUISITION COMPANY, LLC            THE KONTRABECKI GROUP, INC.
(in formation)

By:  THE KONTRABECKI GROUP, INC.,
     its Manager                        By: /S/ JOHN T. KONTRABECKI
					    ------------------------
					    Name:  John T. Kontrabecki
					    Title:  President
     By: /S/ JOHN T. KONTRABECKI
	 ------------------------
	 Name:  John T. Kontrabecki
	 Title:  President


TRIAD PARK, LLC

By:  3055 MANAGEMENT CORP.,
     its Manager
	
     By: /S/ STANLEY F. MARQUIS
	 -----------------------
	 Name:  Stanley F. Marquis
	 Title:  Vice President

EX-99

News From:
	TRIAD PARK, LLC and TKG INTERNATIONAL

Contacts:               Stan Marquis                John Kontrabecki
			510 449-0606, ext. 6300     650 372-1222

TRIAL PARK LLC BOARD RECOMMENDS ACCEPTING MERGER PROPOSAL

LIVERMORE, Calif., February 1, 1998 -- The Advisory Board of Triad Park, 
LLC ("Triad Park") today announced the termination of the previously 
recommended merger proposal from TPL Acquisition, LLC, and has entered 
into a merger agreement with TKG Acquisition Company, LLC.  The Advisory 
Board is recommending that the members of Triad Park approve the merger 
proposal from TKG Acquisition Company, LLC under which all outstanding 
membership interests in Triad Park would be exchanged for $1.65125 per 
share in cash.

TKG Acquisition Company, LLC and Triad Park have agreed that, subject to 
shareholder approval, Triad Park will merge with TKG Acquisition Company, 
LLC, which is affiliated with The Kontrabecki Group, Inc. (d/b/a TKG 
International) of San Mateo, California.  As a result of the merger, TKG 
Acquisition Company, LLC will become liable for all obligations of Triad 
Park.  TKG Acquisition Company is expected to be controlled by The 
Kontrabecki Group, Inc.

Triad Park was created in February 1997 upon the acquisition of Triad 
Systems Corporation by Cooperative Computing, Inc., of Austin, Texas.  
Shareholders of Triad System Corporation received one Triad Park 
membership share for each share of Triad Systems Corporation common 
stock.  Triad Park's assets consist of approximately 300 acres of 
property formerly owned by Triad Systems Corporation and the company's 
220,000-square-foot headquarters facility.  Triad Park also assumed 
approximately $20.7 million of indebtedness previously secured by the 
spun-off real estate and was formed to liquidate its real estate 
portfolio, with proceeds used to pay expenses (including taxes), repay 
secured debt and distribute any remaining proceeds to holders of Triad 
Park membership interests.