Exhibit 10.37


          AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS
          ------------------------------------------------------------

THIS AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW INSTRUCTIONS ("Agreement")
is made and entered into as of this 5th day of October, 2005, by and between
PASSCO COLIMA, LLC, a Delaware limited liability company, PASSCO PHM, LLC, a
Delaware limited liability company, PHM-1, LLC, a Delaware limited liability
company, PHM-2, LLC, a Delaware limited liability company, PHM-3, LLC, a
Delaware limited liability company, PHM-4, LLC, a Delaware limited liability
company, PHM-5, LLC, a Delaware limited liability company, PHM-6, LLC, a
Delaware limited liability company, PHM-7, LLC, a Delaware limited liability
company, PHM-8, LLC, a Delaware limited liability company, PHM-9, LLC, a
Delaware limited liability company, PHM-10, LLC, a Delaware limited liability
company, PHM-11, LLC, a Delaware limited liability company, PHM-12, LLC, a
Delaware limited liability company, PHM-13, LLC, a Delaware limited liability
company, PHM-14, LLC, a Delaware limited liability company, PHM-15, LLC, a
Delaware limited liability company, PHM-16, LLC, a Delaware limited liability
company, PHM-17, LLC, a Delaware limited liability company, PHM-18, LLC, a
Delaware limited liability company, PHM-20, LLC, a Delaware limited liability
company, PHM-21, LLC, a Delaware limited liability company, PHM-23, LLC, a
Delaware limited liability company, PHM-24, LLC, a Delaware limited liability
company, PHM-25, LLC, a Delaware limited liability company, PHM-26, LLC, a
Delaware limited liability company, PHM-27, LLC, a Delaware limited liability
company, PHM-28, LLC, a Delaware limited liability company and PHM-29, LLC, a
Delaware limited liability company, each as tenants in common(referred to herein
collectively as the "Seller"), and (B) GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
a Delaware limited partnership (the "Buyer"). In consideration of the mutual
agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller agrees to sell, and Buyer desires to purchase, the Property described
below, for the Purchase Price and upon the terms and conditions set forth below:


                                    ARTICLE 1
                                    ---------

                 CERTAIN DEFINITIONS AND FUNDAMENTAL PROVISIONS
                 ----------------------------------------------

This Article 1 sets forth certain definitions and fundamental provisions for
purposes of this Agreement.

     1.1 "Buyer's Address" means:

          Glimcher Properties Limited Partnership
          150 East Gay Street
          Columbus, OH 43215
          Attn:  General Counsel
          Facsimile:  614-621-8863
          Telephone No.: 614-887-5621

     1.2 "Closing Date" means thirty (30) days from the expiration of the
Inspection Period (or any other date which is approved in writing by both Buyer
and Seller) (as such date may be extended in accordance with the provisions of
Section 3.6 and Section 3.7 hereinbelow).

     1.3 "Deposit" means collectively: (a) Two Million Dollars ($2,000,000.00)
(the "Initial Deposit"), and (b) One Million Dollars ($1,000,000.00) (the
"Additional Deposit"). The Deposit shall be increased by all interest actually
accrued thereon while held by the Escrow Holder.

<PAGE>

     1.4 "Effective Date" means the date of mutual execution of this Agreement
(which date shall be confirmed in writing to the Buyer and the Seller by the
Escrow Holder upon receipt of fully executed copies of this Agreement).

     1.5 "Escrow Holder" means Chicago Title Company, whose address is:

         Chicago Title Company
         16969 Von Karman Avenue, Suite 200
         Irvine, California 92606
         Attn: Lorri Beasley
         Facsimile: (949) 263-0536
         Telephone No.: (949) 263-2544

     1.6 "Inspection Period" means the period commencing on the Effective Date
and ending at 5:00 p.m., P.S.T., on the date that is thirty (30) calendar days
following the Effective Date.

     1.7 "Property" means, collectively, the Real Property, and all of Seller's
right, title and interest, if any, in the Contracts, the Intangible Property,
the Leases, the Personal Property and the Security Deposits, as such terms are
defined below.

          1.7.1 "Real Property" means the Land and the Improvements consisting
of an indoor mall commonly known as "Puente Hills Mall", and located at 1600
South Azusa Avenue, City of Industry, County of Los Angeles, California.

          1.7.2 "Land" means that certain land more particularly described on
Exhibit "A" attached hereto, together with all right, title and interest of
Seller in and to all easements in or upon such land and all other rights and
appurtenances belonging or in anywise pertaining to such land.

          1.7.3 "Improvements" means all structures, improvements and fixtures
located on the Land.

          1.7.4 "Contracts" means all assignable service, supply, maintenance
and construction contracts, if any, relating to the Real Property or Personal
Property.

          1.7.5 "Intangible Property" means all assignable intangible personal
property, if any, owned by Seller on the Closing Date, including the right to
use the current names, logos, trademarks and trade names of the Real Property
(but not of the Seller or its affiliates, parents or subsidiaries) and all
licenses, permits and certificates of occupancy issued by governmental
authorities relating to the use, maintenance, occupancy and/or operation of the
Real Property and Personal Property.

          1.7.6 "Leases" means any tenant leases directly affecting the Real
Property on the Closing Date.

          1.7.7 "Personal Property" means all fixtures, furniture, carpeting,
draperies, appliances, building supplies, equipment, machinery, inventory, and
other tangible items of personal property owned by Seller and affixed, attached
to, placed or situated upon the Real Property and used in connection with the
ownership of the Real Property. Personal Property does not include any items of
personal property which are either (a) leased to Seller, or (b) owned by third
parties or Tenants.


                                      -2-
<PAGE>

          1.7.8 "Security Deposits" means all refundable security deposits of
tenants at the Property (the "Tenants"), if any, held by and in the possession
of Seller.

     1.8 "Purchase Price" means One Hundred Seventy Million Five Hundred
Thousand Dollars ($170,500,000.00).

     1.9 "Seller's Address" means:                With copies to:

         c/o Passco Real Estate Enterprises, Inc.  Bouza, Klein & Goosenberg
         96 Corporate Park, Second Floor           950 South Flower Street,
         Irvine, California 92606                  Suite 100
         Attn: Mr. Gary L. Smith                   Los Angeles, California 90015
         Facsimile: (949) 442-2490                 Attn: Michael J. Kaminsky
         Telephone No.: (949) 442-1000             Facsimile: (213) 488-1316
                                                   Telephone No.: (213) 488-0675

     1.10 "Title Company" means Flager Title Company, whose address is:

          Flager Title Company
          5 Harvard Circle, Suite 110
          West Palm Beach, FL  33409
          Attn: Roger Gamblin
          Facsimile: 561-686-5039
          Telephone No.: 561-687-1300

                                    ARTICLE 2
                                    ---------

                                  CONSIDERATION
                                  -------------

     2.1 Purchase Price. The Purchase Price to be paid by Buyer to Seller for
the sale and conveyance of the Property is specified in Section 1.8, and shall
be payable (after accounting for the entire Deposit and the outstanding
principal balance of the "Greenwich Capital Loan" [as hereinafter defined]) to
Seller at the closing of the transaction contemplated hereby ("Closing") by wire
transfer in immediately available federal funds, which funds must be delivered
in a manner to permit Escrow Holder to deliver good funds to the Seller or its
designee on the Closing Date. It is estimated that the balance of the Greenwich
Capital Loan is currently $89,136,443.00.

     2.2 Deposit. On or prior to the date which is two (2) business days
following the Effective Date, Buyer shall deposit with Escrow Holder, by wire
transfer of immediately available federal funds, the Initial Deposit. If Buyer
does not properly terminate this Agreement on or before the expiration of the
Inspection Period, Buyer shall, prior to the expiration of the Inspection
Period, deposit with Escrow Holder, by wire transfer of immediately available
federal funds, the Additional Deposit. The Initial Deposit shall remain
refundable until the expiration of the Inspection Period. The Additional Deposit
shall be non-refundable upon deposit into Escrow (except in the event of
Seller's default under the Agreement). Upon receipt, Escrow Holder shall deposit
the Initial Deposit into an interest-bearing money market account maintained at
a federally insured state or national bank located in California. All interest
earned shall be reported to the Internal Revenue Service as income of Buyer.
Buyer shall promptly execute all forms reasonably requested by Escrow Holder in
connection with depositing the Initial Deposit in an interest-bearing account.
Upon the Buyer's delivery of the Additional Deposit, the entire Deposit
(including the Initial Deposit and the Additional Deposit) shall become
non-refundable (except in the event of Seller's default under the Agreement).


                                      -3-
<PAGE>

     2.3 Disposition of Deposit. If the transaction contemplated hereby is
consummated in accordance with the terms and provisions hereof, the entire
Deposit shall be credited against the Purchase Price at Closing. If this
Agreement is terminated by either Seller or Buyer as specifically set forth in
this Agreement, Escrow Holder shall deliver the entire portion of the Deposit
then held by Escrow Holder to the party hereto entitled to same pursuant to the
applicable terms of this Agreement pertaining to such termination.


                                    ARTICLE 3
                                    ---------

                   CONDITIONS PRECEDENT; INSPECTION AND TITLE
                   ------------------------------------------

     3.1 Buyer's Inspections.

          3.1.1 Inspections, Tests and Studies. Seller shall permit Buyer and
its authorized agents and representatives to enter upon the Real Property at all
reasonable times (and upon prior written notice to Seller) during normal
business hours to inspect and conduct tests and studies of the Real Property.
Buyer shall notify Seller, in writing, of its intention, or the intention of its
agents or representatives, to enter the Real Property at least forty-eight (48)
hours prior to such intended entry, and obtain Seller's prior written consent to
any inspections, studies and tests to be conducted (which consent shall not be
unreasonably withheld). At Seller's option, Seller may be present for any
inspection, test or study. Buyer shall bear the cost of all inspections, tests
and studies. Notwithstanding the foregoing or anything herein to the contrary,
in no event shall Buyer (i) make any intrusive physical testing (environmental,
structural or otherwise) at the Property (such as soil borings, water samples
and the like) without Seller's prior written consent, or (ii) contact any Tenant
without Seller's prior written consent.

          3.1.2 Buyer's Delivery of Information to Seller. As additional
consideration for the transaction contemplated herein, Buyer agrees that, at
Buyer's expense, it will provide Seller, promptly following the receipt of same
by Buyer, copies of any and all reports, tests, studies and test results
obtained by Buyer or prepared by or on behalf of Buyer with respect to the
Property, including, without limitation, those involving the structural,
geologic, environmental or other condition of or relating to the Property
(collectively, "Buyer's Information"). Seller hereby acknowledges that Buyer has
not made and does not make any warranty or representation regarding the truth or
accuracy of any Buyer's Information, except as expressly set forth in Section
5.6 of this Agreement.

     3.2 Document Review.

          3.2.1 Documents. Within five (5) business days following the Effective
Date, Seller shall deliver to Buyer the documents and materials regarding the
Property set forth on Exhibit "E" hereto, to the extent the same are in Seller's
possession. In addition, during the Inspection Period and following at least
forty-eight (48) hours' prior written notice from Buyer, Seller agrees to allow
Buyer, its authorized agents or representatives, at Buyer's expense, to inspect
at Seller's offices in Irvine, California, and make copies of any other
documents and property records (other than the Excluded Documents, as defined
below) relating exclusively to the Seller's ownership and operation of the
Property, but only if and to the extent such documents and property records are
in Seller's possession. All documents and property records delivered to, made
available to, copied and/or reviewed by Buyer pursuant to this Section 3.2
(including the Leases and Contracts, if any) shall sometimes be referred to
collectively herein as the "Documents". Notwithstanding anything in this
Agreement to the contrary, Seller shall have no obligation to make available to
Buyer, and Buyer shall have no right to inspect or make copies of, any of the
Excluded Documents. As used herein, "Excluded Documents" shall mean any
documents involving either Seller's financing or refinancing of the Property,
any purchase and escrow agreements and correspondence pertaining to Seller's


                                      -4-
<PAGE>

acquisition of the Property, any documents pertaining to the potential
acquisition of the Property by any past or prospective purchasers, any third
party purchase inquiries and correspondence, appraisals of the Property,
internal budgets or financial projections, and any other internal documents.

          3.2.2 Proprietary Information. Buyer acknowledges and agrees that the
Documents are proprietary and confidential in nature and have been or will be
made available to Buyer solely to assist Buyer in determining the feasibility of
purchasing the Property. Buyer agrees not to disclose the Documents or any of
the provisions, terms or conditions thereof, nor shall Buyer disclose any of
Buyer's Information, to any party outside of Buyer's organization except (i) to
Buyer's attorneys, accountants, lenders, prospective lenders, investors and/or
prospective investors (collectively, the "Permitted Outside Parties"), or (ii)
as may be required by law. Buyer further agrees to notify all Permitted Outside
Parties that the Documents and Buyer's Information are to be kept confidential
and not disclosed to third parties. In permitting Buyer and the Permitted
Outside Parties to review the Documents to assist Buyer, Seller has not waived
any privilege or claim of confidentiality with respect thereto, and no third
party benefits or relationships of any kind, either expressed or implied, have
been offered, intended or created by Seller and any such claims are expressly
rejected by Seller and waived by Buyer.

          3.2.3 Return of Documents. Buyer shall return to Seller all of the
Documents and any and all copies Buyer has made of the Documents, together with
all of Buyer's Information not previously delivered to Seller, at such time as
this Agreement is terminated for any reason, which obligation shall survive such
termination.

          3.2.4 No Representation or Warranty By Seller. Buyer acknowledges that
many of the Documents were prepared (a) by third parties other than Seller,
and/or (b) prior to Seller's ownership of the Property. Buyer further
acknowledges, confirms, and agrees that, except as expressly set forth in
Section 5.6 of this Agreement: (i) neither Seller nor any of its partners,
agents, employees or contractors has made any warranty or representation
regarding the truth, accuracy or completeness of any of the Documents or the
source(s) thereof, and Buyer has not relied on the truth or completeness of the
Documents, and (ii) Seller has not undertaken any independent investigation as
to the truth, accuracy or completeness of the Documents and is providing the
Documents or making the Documents available to Buyer solely as an accommodation
to Buyer.

     3.3 Title. Promptly following Effective date, the Title Company shall
deliver to Buyer: (i) a preliminary title report (the "PTR") for the Real
Property, issued by the Title Company; and (ii) a photocopy of all documents
("Title Documents") describing all Schedule B title exceptions shown on the PTR.
Buyer shall have until the last day of the Inspection Period to satisfy itself
regarding the condition of title to the Property. Buyer's delivery of the
Additional Deposit to the Escrow Holder shall conclusively be deemed to
constitute Buyer's acceptance of all title matters relating to the Property,
including, without limitation, all exceptions to title shown on the PTR and all
matters (if any) disclosed by any survey prepared by or on behalf of Buyer,
other than matters first appearing of record after the date of the PTR.
Notwithstanding the preceding, but subject to the provisions set forth in
Section 3.7 hereinbelow, at the Closing, Seller shall pay in full (or cause to
be paid in full) all loans which (a) have been obtained by Seller, and (b) are
recorded against the Property.

     3.4 Inspection Obligations.

          3.4.1 Buyer's Responsibilities. In conducting any investigations,
inspections, tests and studies of the Property and/or Documents, Buyer and its
agents and representatives shall: (i) comply with all terms of the Leases
regarding entry rights and obligations of third parties and not disturb the
tenants or interfere with their use of the Property pursuant to the Leases; (ii)
not interfere with the operation, use and maintenance of the Property; (iii) not
damage any part of the Property or any personal property owned or held by any


                                      -5-
<PAGE>

tenant or any third party; (iv) not injure or otherwise cause bodily harm to
Seller or any of its partners, agents, contractors and employees, or any tenant
or other third party; (v) maintain commercial general liability (occurrence)
insurance in the amount of One Million Dollars ($1,000,000) and on terms
otherwise satisfactory to Seller covering any accident arising in connection
with the presence of Buyer, its agents and representatives on the Real Property
and shall deliver a certificate of insurance verifying such coverage to Seller
prior to any entry upon the Real Property; (vi) promptly pay when due the costs
of all tests, investigations, studies and examinations done with regard to the
Property; (vii) not permit any liens to attach to the Property by reason of the
exercise of its rights hereunder; (viii) fully restore the Real Property and
Personal Property to the condition in which the same was found before any such
inspections, tests or studies were undertaken; and (ix) not reveal or disclose
any information obtained prior to Closing concerning the Property to anyone
outside Buyer's organization except in accordance with the confidentiality
standards set forth in Section 3.2 above.

          3.4.2 Buyer's Indemnity. Buyer shall indemnify, defend, protect and
hold Seller and its agents, employees and contractors harmless from and against
any and all liens, claims, losses, liabilities, damages, costs, expenses, causes
of action and expenses (including reasonable attorneys' fees and court costs)
arising out of (i) Buyer's inspections, tests and/or studies of the Property and
Documents, and/or (ii) any violation by Buyer of the provisions of this Section
3. Notwithstanding any provision to the contrary contained in this Agreement,
Buyer's obligations and indemnity set forth in Section 3.2 and this Section 3.4
shall survive the Closing or earlier termination of this Agreement and shall not
be merged with the Deed (as defined below) or any other Closing documents.

     3.5 Additional Deposit Delivery; Termination. In the event that, on or
prior to the expiration of the Inspection Period, Buyer elects to approve all
matters relating to the Property, Buyer shall deliver the Additional Deposit to
the Escrow Holder. Buyer's delivery of the Additional Deposit to the Escrow
Holder shall be conclusive evidence of Buyer's approval of each and every aspect
of the Property, including, without limitation, (a) the structural, physical and
environmental condition of the Property, (b) all Property Leases and Contracts,
(c) Buyer's financial analyses of the Property, and (d) all title and survey
matters; provided, however, that the foregoing shall not release Seller from
liability for the breach of any of the representations and/or warranties of
Seller pursuant to Section 5.6 of this Agreement. If, however, Buyer shall fail
to deliver the Additional Deposit to the Escrow Holder on or prior to the last
day of the Inspection Period, then this Agreement and the Escrow shall
automatically terminate. Upon such termination, neither Seller nor Buyer shall
have any further obligation or liability to the other hereunder (except as
otherwise specifically set forth in this Agreement), and the Initial Deposit
(plus all interest actually accrued thereon while held by Escrow Holder) shall
be returned to Buyer. Upon Buyer's delivery of the Additional Deposit to Escrow,
the entire Deposit shall become and remain non-refundable (except in the event
of Seller's default hereunder).

     3.6 Estoppel Certificates. Within five (5) days after the expiration of the
Inspection Period, Seller shall forward an estoppel certificate to all Property
tenants, substantially in the form of Exhibit "B" attached to this Agreement (or
the agreed form of estoppel that is attached to a Property tenant's lease)
containing information that is consistent with the information set forth in the
applicable tenant lease, and thereafter use reasonable efforts to obtain, prior
to the Closing Date, executed tenant estoppel certificates (the "Estoppel
Certificates") from all of the then-current Property tenants. Notwithstanding
anything to the contrary contained in this Agreement, in no event shall Seller
be in default hereunder for its failure to obtain all or any of the Estoppel
Certificates, provided, however, that it shall be a condition precedent to
Buyer's obligation to purchase the Property (which may be waived by Buyer) that
prior to the Closing Date, Seller deliver to Buyer: (a) an executed Estoppel
Certificate for tenants occupying not less than seventy (70%) of the inline
rentable square footage of the Property; and (b) an executed Estoppel
Certificate from eighty percent (80%) of the Major Anchor Tenants (defined as
any tenant leasing 19,000 square feet or more of floor space on the Property)
(the "Required Tenant Estoppels"). Notwithstanding anything herein to the
contrary, in the event that Seller has been unable to obtain (and deliver to


                                      -6-
<PAGE>

Buyer) the Required Tenant Estoppels at least five (5) days prior to the Closing
Date, and Buyer is not willing to waive the Required Tenant Estoppel condition,
then Seller shall have the right to delay the Closing Date by up to thirty (30)
days in order to attempt to obtain the missing Required Tenant Estoppels.

     3.7 Assumption of Greenwich Capital Loan. The Property is currently
encumbered by a loan (the "Greenwich Capital Loan") from Greenwich Capital
Finance Products, Inc., which has been assigned to LaSalle Bank National
Association, as Trustee for the Registered Holders of Greenwich Capital Funding
Corp., Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 ("Existing Lender"), evidenced by a promissory note
dated May 9, 2003 in the original principal amount of Ninety Two Million Dollars
($92,000,000.00) (the "Existing Note"), and secured by a Deed of Trust,
Assignment of Rents and Security Agreement dated May 9, 2003 (the "Existing Deed
of Trust"). The Existing Note, the Existing Deed of Trust and all other
documents executed in connection with the Greenwich Capital Loan are sometimes
hereinafter collectively referred to as the "Greenwich Capital Loan Documents."
Within twenty-four (24) hours of the Effective Date, Seller shall contact the
Existing Lender and request the Existing Lender to start the approval process as
quickly as possible. Promptly following mutual execution of this Agreement,
Buyer shall apply to the Existing Lender for the assumption of the Greenwich
Capital Loan with a release of Seller from any and all obligations under the
Greenwich Capital Loan and the Existing Loan Documents, respectively, including
any personal guarantees thereunder. Buyer shall diligently pursue and use
commercially reasonable efforts to obtain approval of the foregoing assignments,
assumptions and releases. Buyer shall keep Seller informed, upon Seller's
reasonable written request, as to the progress of the assignment of the
Greenwich Loan process. Seller shall fully cooperate with the Existing Lender
and Buyer to complete the approval process and shall promptly provide to Buyer
and Existing Lender any documents or reports in Seller's possession requested by
Existing Lender to review and grant such approval. Buyer shall provide Seller
with written confirmation that the Existing Lender has approved the foregoing
assignments, assumptions and releases within one (1) business day following
receipt by Buyer of such approvals. In the event that Buyer and Existing Lender
(or its loan servicer, as applicable) agree on assumption documents as set forth
above, then on or prior to the date on which Buyer assumes the Greenwich Capital
Loan, Buyer shall pay any assumption fee required by the Existing Lender (or the
loan servicer), and Seller shall pay all other costs related to the proposed
assumption, including all out-of-pocket costs and expenses incurred by Existing
Lender and the loan servicer, which may include, without limitation, attorneys
fees and title costs. Notwithstanding anything contained herein to the contrary,
Seller and Buyer agree that Seller's obligation to pay the foregoing Existing
Lender costs related to the proposed assumption, including all out-of-pocket
costs and expenses incurred by Existing Lender and the loan servicer, shall not
exceed the aggregate sum of Seventy Five Thousand Dollars ($75,000) and Buyer
shall pay any and all other such costs in excess of Seventy Five Thousand
Dollars ($75,000). If Buyer fails to obtain Existing Lender's consent to Buyer's
assumption of the Greenwich Capital Loan Documents or Buyer disapproves the
assumption documents or the Greenwich Capital Loan Documents on or prior to
twenty five (25) days following the end of the Inspection Period (the "Loan
Assumption Date"), and provided that Buyer (i) is proceeding with good faith to
obtain Existing Lender approval to the Buyer's assumption of the Greenwich
Capital Loan, and (ii) has provided Seller (prior to the Loan Assumption Date)
with a written status report of the progress Buyer has made toward obtaining
loan assumption approval, Buyer shall have until thirty (30) days after the Loan
Assumption Date (the "Outside Assumption Date") to obtain Existing Lender's
consent to Buyer's assumption of the Greenwich Capital Loan Documents and the
Closing Date shall be extended for thirty (30) days. However, if, despite using
its commercially reasonable good faith efforts, Buyer fails to obtain Existing
Lender's consent to Buyer's assumption of the Greenwich Capital Loan Documents
or Buyer reasonably disapproves the assumption documents required by the
Existing Lender on or prior to the Outside Assumption Date, this Agreement shall
terminate automatically on the Outside Assumption Date, in which event the
Deposit shall be returned to Buyer and neither party shall have any further
rights or obligations hereunder (except as otherwise specifically set forth in
this Agreement to the contrary). Buyer hereby specifically confirms and
acknowledges that if the proposed assumption of the Greenwich Capital Loan is
timely approved in accordance with the terms of this Section 3.7, but Buyer


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fails to close the transaction prior to the Closing Date for any reason other
than (x) Seller's default hereunder, or (y) Buyer's exercise of any other
termination right specifically set forth in this Agreement, Buyer shall have no
right to the return of the Deposit, which shall be immediately retained by
Seller as liquidated damages (and Seller's sole and exclusive remedy) for
Buyer's failure to perform under this Agreement.

     Seller's obligation to complete the sale of the Property to Buyer is
expressly conditioned upon (a) Seller obtaining a full release (for all time
periods from and after the Closing Date) from all obligations under the
Greenwich Capital Loan Documents (including, without limitation, a release of
any guarantor or indemnitor in connection therewith), and Seller shall not be
obligated to sell the Property to Buyer unless Seller (and all guarantors and
indemnitors) obtains such a release, and (b) Seller agreeing to and approving
(in Seller's reasonable discretion) the terms and conditions of any documents
required by the Existing Lender (and/or its servicer) to be executed by the
Seller and/or the Seller's guarantors and/or indemnitors in connection with the
sale of the Property and/or the assignment and assumption of the Greenwich
Capital Loan Documents. In that regard, Buyer agrees that one or more
financially responsible entities, principals or affiliates of Buyer acceptable
to Lender shall execute and deliver all required substitute indemnities and
guaranties if and to the extent the same is required by Lender in order to cause
Seller and any existing indemnitors and guarantors to be released from all
obligations relating to the existing Greenwich Capital Loan for all matters
accruing from and after the Closing Date.

     If required by the Lender, the Buyer shall form one or more new
single-purpose, single asset, bankruptcy remote entities for purposes of
acquiring title to the Property.

     Buyer and Seller acknowledge and agree that neither party shall have any
liability to the other in the event that the Lender does not consent to the
Greenwich Capital Loan assumption (unless a party either (a) violated the
provisions of this Section 3.7, or (b) did not act reasonably in connection with
the proposed assignment and assumption).

     3.8 Assignment and Assumption of Owner Participation Agreement. The
Property is currently subject to an Owner Participation Agreement by and between
the Industry Urban-Development Agency, a California redevelopment agency (the
"Agency") dated July 5, 2000, as amended (the "OPA") pursuant to which the
Agency agreed, among other covenants and conditions, to make a certain loan to a
prior owner of the Property to assist with the redevelopment of the Property.
Within twenty-four (24) hours of the Effective Date, Seller shall contact the
Agency and request the Agency to start the approval process as quickly as
possible. Promptly following mutual execution of this Agreement, Buyer shall
apply to the Agency for the assumption of the OPA with a release of Seller from
any and all obligations arising under the OPA from and after the Closing Date,
including any personal guarantees thereunder. Buyer shall diligently pursue and
use commercially reasonable efforts to obtain approval of the foregoing
assignments, assumptions and releases. Buyer shall keep Seller informed, upon
Seller's reasonable written request, as to the progress of the assignment of the
OPA process. Seller shall fully cooperate with the Agency and Buyer to complete
the approval process and shall promptly provide to Buyer and Agency any
documents or reports in Seller's possession requested by Agency to review and
grant such approval. Buyer shall provide Seller with written confirmation that
the Agency has approved the foregoing assignments, assumptions and releases
within one (1) day following receipt by Buyer of such approvals. Seller agrees
that Seller shall pay (i) any assumption fee required by the Agency, (ii) all
costs related to the proposed assumption, (iii) all out-of-pocket costs and
expenses incurred by the Agency, which may include, without limitation,
attorneys fees and title costs, and (iv) all fees and/or costs required by the
Agency to process and complete the OPA assumption (provided that Seller shall
not be required to pay legal fees incurred by OPA in connection with Buyer's
negotiation of the applicable assignment and assumption documents, which legal
fees shall be borne by Buyer).


                                      -8-
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                                    ARTICLE 4
                                    ---------

                               ESCROW AND CLOSING
                               ------------------

     4.1 Opening. An escrow (the "Escrow") shall be opened with Escrow Holder by
delivering a fully executed copy of this Agreement to Escrow Holder at the
Escrow Holder's address specified in Section 1.5. Buyer and Seller also agree to
execute (a) any additional or supplementary instructions as may be necessary to
close the transaction contemplated hereby, and (b) Escrow Holder's standard or
pre-printed escrow instructions, but only to the extent all of the same are
consistent with this Agreement; provided however, any such additional,
supplementary and/or pre-printed or standard instructions shall not supersede or
conflict with this Agreement, and any such conflict shall be governed by the
terms of this Agreement.

     4.2 Closing Date. The Closing shall occur through Escrow on the Closing
Date (as the same may be extended by Seller pursuant to the provisions of this
Agreement).

     4.3 Seller's Deliveries. Prior to the Closing Date, Seller shall deliver to
Escrow Holder the following:

          4.3.1 A grant deed in the form attached hereto as Exhibit "C" (the
"Deed"), executed and acknowledged by Seller, conveying title to the Real
Property to Buyer;

          4.3.2 Two (2) counterpart originals of a bill of sale and general
assignment in the form attached hereto as Exhibit "D" (the "Bill of Sale"),
executed by Seller;

          4.3.3 Certifications required by the Foreign Investors Real Property
Tax Act, as amended, and the California Revenue and Taxation Code Section 18805
et seq., (the "Non-Foreign Certificates"), executed by Seller;

          4.3.4 Two (2) counterpart original loan assumption agreements between
Seller, Buyer and Greenwich Capital pursuant to the terms of Section 3.7,
executed and acknowledged Seller;

          4.3.5 Two (2) counterpart original OPA assumption agreements between
Seller, Buyer and the Agency pursuant to the terms of Section 3.8, executed and
acknowledged by Seller;

          4.3.6 A certified rent roll;

          4.3.7 Seller's reaffirmation of its representations and warranties
under Section 5.6 of this Agreement;

          4.3.8 All keys for office or tenant space at the Property not occupied
by tenants.

          4.3.9 An Assignment and Assumption of that certain Ground Lease dated
September 23, 1969, between Seller as lessee and Jean Marie Erramouspe, et al.,
as lessor ("Ground Lease"), in the form atached hereto as Exhibit "I";

          4.3.10 Such other documents as may be reasonably required by Escrow
Holder or Title Company in order to close the transaction contemplated by this
Agreement.


                                      -9-
<PAGE>

     4.4 Buyer's Deliveries. Prior to the Closing Date, Buyer shall deliver to
Escrow Holder the following:

          4.4.1 The Purchase Price, plus all net prorations, closing costs and
other funds required to be paid or provided by Buyer under this Agreement (all
monies Buyer is required to deliver shall be wired to the account designated by
Escrow Holder and available for disbursement no later than 12 noon PST, on the
day prior to the Closing Date); 4.4.2 Two (2) counterpart originals of the Bill
of Sale, executed by Buyer;

          4.4.3 Two (2) counterpart original loan assumption agreements between
Seller, Buyer and Greenwich Capital pursuant to the terms of Section 3.7,
executed and acknowledged Buyer and Greenwich Capital;]

          4.4.4 Two (2) counterpart original OPA assumption agreements between
Seller, Buyer and the Agency pursuant to the terms of Section 3.8, executed and
acknowledged by Buyer and the Agency;

          4.4.5 Two (2) counterpart originals of the Assignment and Assumption
of Ground Lease; and

          4.4.6 Such other documents as may be reasonably required by Escrow
Holder or Title Company in order to close the transaction contemplated by this
Agreement.

     4.5 Prorations. The following items shall be prorated between Seller and
Buyer at the Closing by increasing or decreasing, as the case may be, the funds
to be delivered by Buyer at the Closing, with all items pertaining to the month
of Closing to be prorated based on the actual number of days in the month in
which the Closing occurs:

          4.5.1 Real property taxes, assessments and personal property taxes
with respect to the Property shall be prorated based upon the latest available
tax information such that Seller shall be responsible for all such taxes and
assessments levied against the Property to and including the day prior to the
Closing, and Buyer shall be responsible for all such taxes and assessments
levied against the Property for the date of Closing and all periods thereafter.
Any real property taxes and assessments arising out of the sale of the Real
Property to Buyer or its assignee or a subsequent sale or change in ownership
thereafter, and/or arising out of any construction pertaining to the Real
Property following the Closing, shall be paid by Buyer when assessed.

          4.5.2 Subject to Section 4.5.3 below, all costs and expenses with
respect to the operation and maintenance of the Property, including, without
limitation, under any Contracts, utilities not billing directly to the Tenants
under the Leases, and all assessments, dues or other charges due under any
covenants, conditions and restrictions against the Property, shall be prorated
such that Seller shall be responsible for all such costs and expenses to and
including the day prior to the Closing and Buyer shall be responsible for all
such costs and expenses for the date of Closing and all periods thereafter.
Seller agrees to deliver detailed information concerning all such expenses to
Buyer as reasonably requested by Buyer. Buyer shall take all steps necessary to
effectuate the transfer of all utilities to its name as of the date of Closing,
and where necessary, post deposits with the utility companies. Buyer and Seller
shall cooperate to have all utility meters read by the appropriate utility
companies as of the date of Closing. Seller shall be entitled to recover any and
all deposits held by any utility companies as of the date of Closing.


                                      -10-
<PAGE>

          4.5.3 All rents, reimbursements, income, revenue and other charges
pertaining to Leases or otherwise with respect to the Property (collectively,
"Revenues") actually collected by Seller on or prior to the Closing shall be
prorated such that Seller shall be entitled to all such Revenues accruing up to
and including the day prior to the Closing, and Buyer shall be entitled to all
Revenues for the date of Closing and all periods thereafter. However, there
shall be no adjustment of the amount of funds to be delivered by Buyer at the
Closing for Revenues from the Property which are attributable to the periods
prior to and including the day prior to the Closing but which have not actually
been collected by Seller as of the date of Closing (hereinafter called the
"Delinquent Revenues"), although Seller shall be entitled to receive all such
Delinquent Revenues as provided hereinbelow. All Revenues which are collected by
Buyer or Seller on or after the Closing shall be allocated as follows: first, to
any past due amounts owing to the Buyer for the periods following the Closing
Date, second, to the month in which the Closing occurs, and third, to any
Delinquent Revenues not theretofore received by Seller for the periods prior to
the Closing Date. Buyer agrees to use reasonable efforts to collect on behalf of
Seller all Delinquent Revenues. Any Delinquent Revenues (including any Revenues
allocated to Delinquent Revenues, as provided hereinabove) collected by Buyer
after the Closing Date shall be promptly paid by Buyer to Seller.
Notwithstanding any provision of this Agreement to the contrary, if reasonable
attempts of Buyer to do so on Seller's behalf fail, Seller shall be entitled to
attempt to collect all Revenues which either (a) became due prior to the
Closing, or (b) related to periods prior to the Closing but were not due and
payable until after the Closing, from the Tenants, guarantors or other third
parties responsible for the payment of such Revenues, provided, however, after
the Closing, Seller shall not be entitled to pursue eviction proceedings or
other actions to dispossess any Tenant in connection with any such collection
efforts.

          4.5.4 Seller shall retain the Security Deposits, if any, and the
amount thereof shall be credited to the Purchase Price.

          4.5.5 Within three (3) months following the Closing (or such earlier
date after the Closing when such figures are available), Seller and Buyer shall
reprorate real and personal property taxes and other items of income and
expenses based upon actual bills or invoices received after the Closing (if
original prorations were based upon estimates) and any other items necessary to
effectuate the intent of the parties that all income and expense items be
prorated as provided above in this Section 4.5. Any reprorated items shall be
promptly paid to the party entitled thereto.

          4.5.6 Within five (5) months following the end of the year in which
Closing occurs, Buyer shall prepare 2005 year-end reconciliation statements for
all tenants of the Property, and Seller and Buyer shall again reprorate all
items of income and expenses for the year of Closing based upon the actual
amount of such expenses and payments from tenants of their estimated shares
thereof, and any other items necessary to effectuate the intent of the parties
that all income and expense items be prorated as provided above in this Section
4.5. Any reprorated items shall be promptly paid to the party entitled thereto.

          4.5.7 The provisions of this Section 4.5 shall survive Closing.

     4.6 Actions of Escrow Holder. On the Closing, Escrow Holder shall promptly
undertake all of the following in the manner hereinbelow indicated:

          4.6.1 Disbursement of Funds. Escrow Holder shall disburse all funds
deposited with Escrow Holder by Buyer as follows (and in the following order):

               4.6.1.1 Pay all closing costs which are to be paid through Escrow
(including, without limitation, recording fees, brokerage commissions, Title
Policy charges and escrow fees).

               4.6.1.2 After deducting therefrom all of the items covered by
Section 4.6.1.1 above which are chargeable to the account of Seller (as provided


                                      -11-
<PAGE>

in Section 4.8 below), and either deducting therefrom or adding thereto (as
appropriate) the net amount of the prorations pursuant to Section 4.5 above,
disburse the Purchase Price to Seller in accordance with separate wiring
instructions to be delivered to Escrow Holder by Seller.

               4.6.1.3 Disburse any remaining funds to Buyer in accordance with
separate wiring instructions to be delivered to Escrow Holder by Buyer.

          4.6.2 Recordation. Cause the Deed (with documentary transfer tax, if
any, to be shown by a separate, unrecorded affidavit) and any other documents
which the parties hereto may mutually direct to be recorded in the Official
Records of the county wherein the Property is located, and obtain conformed
copies thereof for distribution to Buyer and Seller.

          4.6.3 Deliveries by Escrow Holder. Escrow Holder shall:

               4.6.3.1 Combine each of the two (2) original counterparts of the
Bill of Sale, the loan assumption agreements for the Greenwich Capital Loan, and
the OPA assumption agreement, into two (2) separate fully executed originals,
and deliver one (1) fully executed original of the Bill of Sale, the loan
assumption agreements for the Greenwich Capital Loan, and the OPA assumption
agreements each to the Seller and to the Buyer; and

               4.6.3.2 Deliver the Non-Foreign Certificate to Buyer.

               4.6.3.3 Deliver to Buyer Seller's certified rent roll

               4.6.3.4 Deliver to Buyer Seller's reaffirmation of its
representations and warranties under Section 5.6 of this Agreement.

     4.7 Seller's Deliveries to Buyer. Upon confirmation of the Closing, Seller
shall deliver to Buyer (i) possession of the Real Property and Personal
Property, subject to the matters set forth in Section 3.3 above.

     4.8 Closing Costs. Any escrow fee charged by Escrow Holder shall be paid
one-half (1/2) by Seller and one-half (1/2) by Buyer. Upon the Closing, Seller
shall pay (a) all transfer taxes assessed on the recording of the Deed, and (b)
the title insurance premiums (at a rate not in excess of standard issue rates)
attributable to CLTA standard coverage. Upon the Closing, Buyer shall pay (i)
the fee for the recording of the Deed and any other documents, (ii) the premiums
for the title policy to be issued to Buyer in excess of CLTA standard coverage,
as well as any costs attributable to ALTA coverage in connection therewith or
for other so-called "extended coverage" (to the extent any of the foregoing is
requested by Buyer), the cost of any lender's title policy and the cost of all
title endorsements issued in connection with the title policy and lender's title
policy, (iii) the cost of any survey(s) obtained by the Buyer, and (iv) the
costs of any inspections, studies or tests Buyer authorizes or conducts. Except
as otherwise provided in Section 6.3, each party shall be responsible for the
payment of its own attorneys' fees incurred in connection with the transaction
which is the subject of this Agreement.

     4.9 Real Estate Commissions. At Closing (but only in the event of a Closing
in strict accordance with this Agreement), Seller agrees to pay (a) a real
estate commission to Faris Lee Investments ("Faris Lee") in accordance with a
separate agreement between the Seller and Faris Lee, and (b) a fee to Passco
Property Management, Inc. (or its affiliate) ("PPM") in accordance with internal
documents executed between the Sellers and PPM. Except as set forth in this
Section 4.9, each party hereto hereby represents and warrants to the other party
that no real estate brokerage commission is payable to any person or entity in
connection with the transaction contemplated herein based upon any dealings or


                                      -12-
<PAGE>

actions by the party making such representation. Each party further agrees to
and shall indemnify, protect, defend and hold the other party harmless from and
against the payment of any commission to any person or entity claiming by,
through or under the indemnifying party. This indemnification shall extend to
any and all claims, liabilities, costs, losses, damages, causes of action and
expenses (including reasonable attorneys' fees and court costs) arising as a
result of such claims and shall survive the Closing.


                                    ARTICLE 5
                                    ---------

             AS-IS TRANSACTION; NO REPRESENTATIONS AND/OR WARRANTIES
             -------------------------------------------------------

     5.1 Seller Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 5.6
HEREINBELOW, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER NOR ANY OF ITS
PARTNERS, AGENTS, EMPLOYEES OR CONTRACTORS HAS MADE AND IS NOT NOW MAKING, AND
BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY
WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO
(I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY
PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION,
SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS,
LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE
RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE
EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM
(SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY
OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE
EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF
SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY
UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE
SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION
THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX)
USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF,
(XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION,
AGE, USE, DESIGN, QUALITY, DESCRIPTIONS, SUITABILITY, STRUCTURAL INTEGRITY,
OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY
PORTION THEREOF, (XII) ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES,
RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART
THEREOF, (XIII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE
VICINITY OF THE PROPERTY, (XIV) THE CONDITION OR USE OF THE PROPERTY OR
COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL,
STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XV) THE EXISTENCE OR NON-EXISTENCE OF
UNDERGROUND STORAGE TANKS, (XVI) ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE REAL PROPERTY, (XVII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF
THE PROPERTY, (XVIII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING
ENTITLEMENTS AFFECTING THE PROPERTY, (XIX) THE MERCHANTABILITY OF THE PROPERTY
OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT
BUYER HAS NOT RELIED ON THE SKILL OR JUDGMENT OF SELLER OR ASSET MANAGER OR ANY
OF THEIR RESPECTIVE AGENTS, EMPLOYEES OR CONTRACTORS TO SELECT OR FURNISH THE
PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE


                                      -13-
<PAGE>

PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE) OR (XX) TAX CONSEQUENCES (INCLUDING,
BUT NOT LIMITED TO, THE AMOUNT, USE OR PROVISIONS RELATING TO ANY TAX CREDITS).
BUYER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.6 OF
THIS AGREEMENT, ANY INFORMATION OF ANY TYPE WHICH BUYER HAS RECEIVED OR MAY
RECEIVE FROM SELLER OR ANY OF SELLER'S AGENTS, EMPLOYEES OR CONTRACTORS
INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL REPORTS AND SURVEYS, IS
FURNISHED ON THE EXPRESS CONDITION THAT BUYER SHALL NOT RELY THEREON, BUT SHALL
MAKE AN INDEPENDENT VERIFICATION OF THE ACCURACY OF SUCH INFORMATION, ALL SUCH
INFORMATION BEING FURNISHED WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER.

     5.2 Buyer Acknowledgments. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE,
EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE AND THAT IT HAS RELIED AND
SHALL RELY SOLELY ON (I) ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN
PURCHASING THE PROPERTY, AND (II) BUYER'S OWN KNOWLEDGE OF THE PROPERTY BASED ON
ITS INVESTIGATIONS AND INSPECTIONS OF THE PROPERTY. BUYER HAS CONDUCTED, OR BY
THE CLOSING WILL CONDUCT, SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS
BUYER DEEMED OR SHALL DEEM NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON THE SAME.
UPON CLOSING, SUBJECT TO SELLER'S REPRESENTATIONS AND WARRANTIES UNDER SECTION
5.6 OF THIS AGREEMENT, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS,
MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER
AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS AND
DEFECTS (LATENT AND APPARENT). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR
AFFECTING THE PROPERTY BY SELLER, ANY AGENT, EMPLOYEE OR CONTRACTOR OF SELLER,
OR ANY THIRD PARTY, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.6 OF THIS
AGREEMENT. THE TERMS AND CONDITIONS OF SECTION 5.1 AND THIS SECTION 5.2 SHALL
EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. EXCEPT AS EXPRESSLY SET FORTH
IN SECTION 5.6 OF THIS AGREEMENT, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY
ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO
THE PROPERTY FURNISHED BY SELLER, ANY REAL ESTATE BROKER, CONTRACTOR, AGENT,
EMPLOYEE, SERVANT OR OTHER PERSON. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE
REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR
OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER HAS FULLY
REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS
COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.


                               ------------------
                                BUYER'S INITIALS

     5.3 Buyer Represented by Counsel. Buyer hereby confirms to Seller that (i)
Buyer is not in a disparate bargaining position in relation to Seller, (ii)
Buyer is represented by legal counsel in connection with the transaction
contemplated by this Agreement, and (iii) Buyer is purchasing the Property for
business, commercial, investment or other similar purpose.


                                      -14-
<PAGE>

     5.4 Buyer's Release of Seller.

          5.4.1 Seller Released From Liability. Buyer and anyone claiming by,
through or under Buyer, hereby waives its right to recover from and fully and
irrevocably releases Seller and its employees, officers, directors,
representatives, agents, servants, attorneys, affiliates, parent, subsidiaries,
successors and assigns, and all persons, firms, corporations and organizations
in its behalf ("Released Parties") from any and all claims, responsibility
and/or liability that it may now have or hereafter acquire against any of the
Released Parties for any costs, loss, liability, damage, expenses, demand,
action or cause of action arising from or related to (i) the condition
(including any construction defects, errors, omissions or other conditions,
latent or otherwise, and the presence in the soil, air, structures and surface
and subsurface waters of materials or substances that have been or may in the
future be determined to be hazardous substances or otherwise toxic, hazardous,
undesirable or subject to regulation and that may need to be specially treated,
handled and/or removed from the Property under current or future federal, state
and local laws regulations or guidelines), valuation, salability or utility of
the Property, or its suitability for any purpose whatsoever, and (ii) any
information furnished by the Released Parties under or in connection with this
Agreement; provided, however, that the foregoing shall not release Seller from
liability to Buyer arising from a breach by Seller of any representations or
warranties of Seller pursuant to Section 5.6 of this Agreement. Except as set
forth in the preceding sentence, this release includes claims or which Buyer is
presently unaware or which Buyer does not presently suspect to exist which, if
known by Buyer, would materially affect Buyer's release to Seller. Except
liability of Seller to Buyer arising from a breach by Seller of any of the
representations or warranties of Seller pursuant to Section 5.6 of this
Agreement, Buyer specifically waives the provision of California Civil Code
Section 1542, which provides as follows:

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

In this connection and to the extent permitted by law, but except liability to
Buyer arising from a breach by Seller of any of the representations or
warranties of Seller pursuant to Section 5.6 of this Agreement, Buyer hereby
agrees, represents and warrants that Buyer realizes and acknowledges that
factual matters now unknown to it may have given or may hereafter give rise to
causes of action, claims, demands, debts, controversies, damages, costs, losses
and expenses which are presently unknown, unanticipated and unsuspected, and
Buyer further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and
that Buyer nevertheless hereby releases, discharges and acquits Seller from any
such unknown causes of action, claims, demands, debts, controversies, damages,
costs, losses and expenses. Seller has given Buyer material concessions
regarding this transaction in exchange for Buyer agreeing to the provisions of
this Section 5.4. Seller and Buyer have each initialed this Section 5.4 to
further indicate their awareness and acceptance of each and every provision
hereof.

                     -----------------   ----------------
                     SELLER'S INITIALS   BUYER'S INITIALS

     5.5 Interim Covenants of Seller.

          5.5.1 From the Effective Date through the Closing Date, Seller shall
maintain the Property in the same manner as it has maintained the Property prior
to the date hereof pursuant to its normal course of business, subject to
reasonable wear and tear and further subject to destruction by casualty or other
events beyond the control of Seller.


                                      -15-
<PAGE>

          5.5.2 From and after the Effective Date, Seller shall (a) keep Buyer
informed of all proposed new Leases and/or amendments to Leases (and all
material negotiations related to the same), and (b) provide Buyer with copies of
all such new Leases and all extensions, renewals, modifications and replacements
of existing Leases following execution thereof. From and after the expiration of
the Inspection Period, Seller shall not enter into or extend, renew, modify or
replace any Leases or other agreements relating to the Property without the
prior written consent of Buyer (which consent shall not be unreasonably
withheld, conditioned or delayed). Any and all tenant improvement costs and
brokerage commissions payable with respect to any new leases and/or amendments,
modifications or renewals of existing Leases which are executed after the
Effective Date shall be paid by Buyer.

     5.6 Seller's Representations. Seller hereby makes the representations and
warranties outlined below. For all purposes of this Section 5.6, Buyer hereby
acknowledges and agrees that the term "Seller" shall mean and refer only to
William H. Winn, the president of the Property owners' asset manager and the
vice president of the Seller's property manager, respectively, and the terms "to
Seller's knowledge" and/or "to Seller's actual knowledge" shall mean only the
then-current knowledge of William H. Winn, without any duty to investigate and
without any actual or implied liability to William H. Winn (and Seller hereby
confirms that William H. Winn is the representative of Seller that has the most
knowledge of the truth and accuracy of the representations and warranties set
forth hereinbelow):

          5.6.1 To Seller's actual knowledge, Seller has not received written
notice that the current use and operation of the Property is not in compliance
with applicable building codes, local, state and federal laws and regulations.

          5.6.2 To Seller's actual knowledge, the Exhibit "G" attached hereto
identifies all of the Contracts affecting the Property (other than the Leases),
and all Contracts delivered or made available to Buyer pursuant to the
provisions of this Agreement are true and correct copies, do not contain any
material inaccuracies or omissions, and are in full force and effect, without
default by (or written notice of default to) any party. There are no service,
maintenance or repair contracts that cannot be terminated upon thirty (30) days
notice, without cause.

          5.6.3 Seller has not received written notice of any condemnation,
environmental, zoning or other land use regulation proceedings, either
instituted or, to Seller's actual knowledge, planned to be instituted, which
would materially and adversely affect the use and operation of the Property as
currently being operated by Seller.

          5.6.4 There is no litigation or other legal proceeding pending or, to
Seller's actual knowledge, threatened, against Seller, which is likely to affect
the use or operation of the Property as currently being operated by Seller or
adversely affect the ability of Seller to perform its obligations under this
Agreement.

          5.6.5 This Agreement and all documents executed by Seller which are to
be delivered to Buyer at the Closing are or at the time of Closing will be duly
authorized, executed, and delivered by each person comprising Seller, are or at
the time of Closing will be legal, valid, and binding obligations of Seller, and
do not and at the time of Closing will not violate any provisions of Seller's
formation or governing documents or any provisions of any agreement or judicial
order to which Seller (or any person comprising Seller) is a party or to which
Seller or the Property is subject.


                                      -16-
<PAGE>

          5.6.6 The rent roll attached hereto as Exhibit "H" identifies all of
the tenants having Leases of portions of the Property as of the date hereof, and
is true, correct and complete in all material respects as of the date thereof.
Copies of the Leases and Ground Lease delivered or made available to Buyer
pursuant to this Agreement are true and correct copies of all such Leases and
are, to Seller's actual knowledge, in full force and effect, and to Seller's
actual knowledge there are no other agreements, written or oral, with respect to
the tenancies.

          5.6.7 To Seller's actual knowledge, except to the extent set forth in
any environmental site assessment, environmental report or environmental study
conducted by or on behalf of Seller or Buyer with respect to the Property,
Seller has not received written notice from any competent governmental agency,
and Seller has no actual knowledge, that there exists Hazardous Materials in or
under the Property in violation of applicable laws, rules, regulations,
ordinances or orders.

          5.6.8 Seller is not in default under: the OPA, the Ground Lease, any
of the Leases, any of the Contracts, or any reciprocal easement agreement
between Seller and any of the following: Sears, Robinsons-May, and all owners of
pad stores adjacent to the Property.

          5.6.9 To Seller's actual knowledge, all operating statements and/or
other information pertaining to the income and expenses of the Property
delivered or made available to Buyer pursuant to the provisions of this
Agreement are true and correct copies, and do not contain any material
inaccuracies or omissions.


                                    ARTICLE 6
                                    ---------

                                    REMEDIES
                                    --------

     6.1 Liquidated Damages; Seller's Remedies. IN THE EVENT THE CLOSING AND THE
CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN
PROVIDED BY REASON OF ANY BREACH OF BUYER, WHICH IS NOT CURED WITHIN TEN (10)
DAYS AFTER RECEIPT BY BUYER OF WRITTEN NOTICE THEREOF, BUYER AND SELLER AGREE
THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES
WHICH SELLER MAY SUFFER AS A RESULT THEREOF. THEREFORE, BUYER AND SELLER DO
HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER
WOULD SUFFER IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT AND FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER'S SOLE AND
EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AND AS THE FULL, AGREED AND
LIQUIDATED DAMAGES FOR SUCH BREACH, AN AMOUNT EQUAL TO THE DEPOSIT (WHICH SHALL
INCLUDE THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT). UPON ANY SUCH BREACH BY
BUYER, UNLESS OTHERWISE SPECIFIED, THIS AGREEMENT SHALL BE TERMINATED AND
NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO
THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES
FROM BUYER AND ESCROW HOLDER; PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES
PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO (I) RECEIVE REIMBURSEMENT FOR OR
RECOVER DAMAGES IN CONNECTION WITH BUYER'S INDEMNITY OF SELLER AND/OR BREACH OF
BUYER'S OBLIGATIONS PURSUANT TO SECTIONS 3.2 AND 3.4 HEREINABOVE, (II) RECOVER
ATTORNEYS' FEES AND COURT COSTS PURSUANT TO SECTION 6.3, (III) INJUNCTIVE RELIEF
DUE TO BUYER'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, AND/OR (IV)


                                      -17-
<PAGE>

PURSUE ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT THAT
FOLLOWING ANY TERMINATION OF THIS AGREEMENT, BUYER OR ANY PARTY RELATED TO OR
AFFILIATED WITH BUYER ASSERT ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD
OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE
TITLE TO THE PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING
OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE
LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671,
1676 AND 1677.


                     -----------------   ----------------
                     SELLER'S INITIALS   BUYER'S INITIALS

     6.2 Buyer's Remedies. In the event Seller fails to perform its obligations
pursuant to this Agreement for any reason (except due to a failure of any
condition set forth in this Agreement or any failure by Buyer to perform
hereunder), then Buyer shall elect, as its sole remedy, either to: (i) terminate
this Agreement by giving Seller and the Escrow Holder timely written notice of
such election prior to or upon the Closing Date, in which case Buyer shall be
entitled to a reimbursement of (a) the entire Deposit, and (b) its actual,
documented out-of-pocket third parties costs incurred in connection with its
proposed acquisition of the Property, up to a maximum of Twenty Five Thousand
Dollars ($25,000); or (ii) provided that Buyer has previously tendered full
performance of all of its obligations under this Agreement, enforce specific
performance of this Agreement, in which event there shall be no reduction of the
Purchase Price and Buyer shall not be entitled to recover any damages (whether
actual, direct, indirect, consequential, punitive or otherwise) notwithstanding
such failure or breach by Seller. Buyer shall be deemed to have elected to
terminate this Agreement pursuant to clause (i) hereinabove if Buyer fails to
deliver to Seller written notice of its intent to commence an action to assert a
claim for specific performance against Seller within ninety days after the
scheduled Closing Date, or having given such notice fails to commence such
action asserting said claim within ninety (90) days after the date of such
notice. Notwithstanding the foregoing to the contrary, no notice of termination
given by Buyer hereunder shall be of any force or effect if Seller cures the
default within ten (10) business days after Seller's receipt of any such
termination notice. If Buyer duly elects to terminate or is deemed to have
elected to terminate this Agreement pursuant to clause (i) hereinabove, then
Buyer shall and hereby agrees in such event to waive any and all right to file
or record any lis pendens or any other lien or encumbrance against the Property
or to seek specific performance or other equitable relief or to seek or recover
from Seller any damages (including, without limitation, any actual direct,
indirect, consequential, punitive or other damages). The foregoing remedies set
forth in subclauses (i) and (ii) hereinabove are Buyer's sole and exclusive
remedies with respect to Seller's default, and Buyer waives any and all other
remedies as may be available at law or in equity in connection with such
Seller's default (subject, however, to Buyer's right to recover attorneys' fees
and court costs pursuant to Section 6.3 below). Any and all covenants and
obligations of Seller contained in this Agreement (including, without
limitation, any default by Seller of any such obligations and covenants) shall
merge into the Deed and other Closing documents upon the Closing, and shall not
survive the Closing, except to the extent otherwise expressly provided elsewhere
in this Agreement.

     6.3 Attorneys' Fees. If any action or proceeding is commenced by either
party to enforce its rights or remedies under this Agreement, the prevailing
party in such action or proceeding, including any bankruptcy, insolvency or
appellate proceedings, shall be entitled to recover its reasonable attorneys'
fees and court costs incurred therewith.


                                      -18-
<PAGE>

                                    ARTICLE 7
                                    ---------

                                  CONDEMNATION
                                  ------------

     7.1 Condemnation. If, prior to Closing, any governmental authority or other
entity having condemnation authority shall institute an eminent domain
proceeding with regard to a "Material Portion" of the Real Property (as defined
below), and the same is not dismissed prior to the Closing Date, Buyer shall be
entitled, as its sole remedy, to terminate this Agreement upon written notice to
Seller (i) within five (5) business days following notice by Seller to Buyer of
such condemnation, or (ii) on the Closing Date, whichever occurs first. If Buyer
does not terminate this Agreement pursuant to the preceding sentence, Buyer
shall be conclusively deemed to have elected to accept such condemnation and
waives any right to terminate this Agreement as a result thereof. For purposes
of this Section 7.1, a "Material Portion" shall mean that portion of the Real
Property which, if taken or condemned, would reduce the value of the Property by
at least One Million Dollars ($1,000,000.00). If Buyer elects to terminate this
Agreement under this Section 7.1, the entire portion of the Deposit then held by
Escrow Holder shall be returned to Buyer, and neither party to this Agreement
shall thereafter have any further rights or obligations hereunder except as
otherwise specifically provided in this Agreement. If Buyer waives (or is deemed
to have waived) the right to terminate this Agreement as a result of such a
condemnation, then, despite such condemnation, Seller and Buyer shall proceed to
Closing in accordance with the terms of this Agreement with no reduction in the
Purchase Price, and Seller shall assign to Buyer at Closing all of Seller's
right, title and interest in and to all proceeds resulting or to result from
said condemnation.

     7.2 Nonmaterial Condemnation. If, prior to Closing, a taking or
condemnation relating to the Property has occurred, or is threatened, which is
not described in Section 7.1, the Closing shall take place as provided in this
Agreement with no reduction of the Purchase Price, and Seller shall assign to
Buyer at Closing, as part of the Intangible Property, all of Seller's right,
title and interest in and to all proceeds resulting or to result from said
condemnation.


                                    ARTICLE 8
                                    ---------

                                 CASUALTY DAMAGE
                                 ---------------

     If, prior to the Closing, any of the Improvements shall be damaged by fire
or other casualty (collectively, "Casualty"), Seller shall deliver to Buyer
written notice ("Casualty Loss Notice") of such Casualty, together with Seller's
determination as to whether the damage constitutes a Material Damage (as defined
below). For the purposes of this Article 8, "Material Damage" shall mean damage
to the Improvements which is of such nature that the cost of restoring the same
to their condition prior to the Casualty will, in Seller's reasonable
determination as provided in the Casualty Loss Notice, exceed One Million
Dollars ($1,000,000.00). If, prior to the Closing, the Improvements sustain
Material Damage by a Casualty, Buyer may terminate this Agreement by delivering
written notice thereof to Seller and Escrow Holder within the earlier of (i)
five (5) business days after Buyer's receipt of the Casualty Loss Notice or (ii)
the Closing Date. If the Improvements shall be damaged by a casualty which is
not a Material Damage, or if Buyer fails to deliver written notice of
termination within the time period set forth hereinabove for a Material Damage,
then: (A) the parties shall proceed to close this transaction in accordance with
the terms of this Agreement; (B) at the Closing, Buyer shall receive a credit
against the Purchase Price in an amount equal to the deductible under Seller's
casualty insurance policy; and (C) Seller shall, as part of the Intangible
Property, assign to Buyer all of Seller's rights in the resulting casualty
insurance proceeds; provided, however, that in no event shall the sum of such
credit for the deductible and the amount of the insurance proceeds assigned to
Buyer pursuant to clauses (B) and (C) hereinabove exceed the lesser of (1) the


                                      -19-
<PAGE>

Purchase Price or (2) the cost to complete the repair of the Casualty following
the Closing. If Buyer elects (and has the right) to terminate this Agreement
under this Article 8, the entire portion of the Deposit then held by Escrow
Holder shall be returned to Buyer, and thereafter neither party shall have any
further rights or obligations hereunder, except as otherwise specifically
provided in this Agreement.


                                    ARTICLE 9
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     9.1 Entire Agreement. This Agreement contains the entire agreement of the
parties hereto. There are no other agreements, oral or written, and this
Agreement can be amended only by written agreement signed by the parties hereto,
and by reference, made a part hereof.

     9.2 Agreement Binding on Parties; Assignment. This Agreement, and the
terms, covenants, and conditions herein contained, shall inure to the benefit of
and be binding upon the heirs, personal representatives, successors, and assigns
of each of the parties hereto. Subject to the provisions of the immediately
succeeding sentence, Buyer shall not assign its rights under this Agreement
without first obtaining Seller's prior written consent may be given or withheld
in Seller's sole and absolute discretion. Notwithstanding the preceding, Buyer
may assign its rights under this Agreement (without being required to obtain
Seller's consent) only upon the following conditions: (i) all of the Initial
Deposit and the Additional Deposit must have been timely delivered in accordance
with the applicable provisions of this Agreement; (ii) the Inspection Period
shall have ended and Buyer shall have approved the Property in its entirety and
the assumption, assignment and releases of the Greenwich Capital Loan and the
OPA ; (iii) Buyer shall remain primarily liable for the performance of Buyer's
obligations under this Agreement; (iv) the assignee shall expressly assume in
writing all of Buyer's obligations under this Agreement; and (v) Buyer shall
deliver to Seller a copy of a fully executed written assignment and assumption
agreement between Buyer and such assignee at least five (5) business days prior
to the Closing.

     9.3 Notice. Any notice, communication, request, reply or advice
(collectively, "Notice") provided for or permitted by this Agreement to be made
or accepted by either party must be in writing. Notice may, unless otherwise
provided herein, be given or served (i) by depositing the same in the United
States mail, postage paid, certified, and addressed to the party to be notified,
with return receipt requested, (ii) by delivering the same to such party, or an
agent of such party, in person or by commercial courier, or (iii) by depositing
the same into custody of a nationally recognized overnight delivery service such
as Federal Express or DHL. Notice deposited in the mail in the manner
hereinabove described shall be effective on the third (3rd) business day after
such deposit. Notice given in any other manner shall be effective only if and
when received by the party to be notified between the hours of 9:00 A.M. and
5:00 P.M. of any business day with delivery made after such hours to be deemed
received the following business day. For the purposes of notice, the addresses
of Seller, Buyer, Escrow Holder and Title Company shall, until changed as
hereinafter provided, be as set forth in Article 1. The parties hereto shall
have the right from time to time to change their respective addresses, and each
shall have the right to specify as its address any other address within the
United States of America by at least five (5) days written notice to the other
party.

     9.4 Time of the Essence. Time is of the essence in all things pertaining to
the performance of this Agreement.

     9.5 Governing Law. This Agreement shall be construed in accordance with the
laws of the State of California.


                                      -20-
<PAGE>

     9.6 Currency. All dollar amounts are expressed in United States currency.

     9.7 Section Headings. The section headings contained in this Agreement are
for convenience only and shall in no way enlarge or limit the scope or meaning
of the various and several sections hereof.

     9.8 Business Days. If any date or any period provided for in this Agreement
shall end on a Saturday, Sunday or legal holiday, the applicable date or period
shall be extended to the first business day following such Saturday, Sunday or
legal holiday.

     9.9 No Recordation. Without the prior written consent of Seller, there
shall be no recordation of either this Agreement or any memorandum hereof, or
any affidavit pertaining hereto and any such recordation of this Agreement or
memorandum hereto, by Buyer without the prior written consent of Seller shall
constitute a default hereunder by Buyer, whereupon this Agreement shall, at the
option of Seller, terminate and be of no further force and effect. Upon such
termination, the Deposit shall be immediately delivered to Seller, whereupon the
parties shall have no further duties or obligations one to the other except as
specifically provided in this Agreement.

     9.10 Multiple Counterparts. This Agreement may be executed in multiple
counterparts (each of which is to be deemed original for all purposes).

     9.11 Severability. If any provision of this Agreement or application to any
party or circumstance shall be determined by any court of competent jurisdiction
to be invalid and unenforceable to any extent, the remainder of this Agreement
or the application of such provision to such person or circumstances, other than
those as to which it is so determined invalid or unenforceable, shall not be
affected thereby, and each provision hereof shall be valid and shall be enforced
to the fullest extent permitted by law.

     9.12 Survival. Unless otherwise expressly provided for in this Agreement,
the representations (if any), warranties (if any), indemnification obligations
(if any) and covenants (if any) of the parties set forth in this Agreement shall
survive consummation of the transaction contemplated by this Agreement and the
delivery and recordation of the Deed for six (6) months after the Closing Date.

     9.13 Natural Hazards Disclosure. Buyer acknowledges that neither Seller nor
anyone on behalf of Seller has made any representations, statements or
warranties regarding the physical condition of the Land or the location of the
Land within any Natural Hazard Areas (as hereinafter defined). Buyer
specifically acknowledges and agrees that, to the extent Seller has made or in
the future makes any information regarding the Natural Hazard Disclosure
Statement available to Buyer, Seller has done and will be doing so only as an
accommodation to Buyer and that Seller has made, is making and shall make no
representation or warranty of any nature concerning the accuracy or completeness
of the Natural Hazard Disclosure Statement. Buyer acknowledges and agrees that
Buyer shall conduct its own investigations and studies of the Land as it deems
necessary or appropriate to determine whether or not the Land is located in any
Natural Hazard Area. Seller shall have absolutely no liability if the Land is
located in any Natural Hazard Area and Buyer assumes all risk relating thereto.
As used herein, the term "Natural Hazard Area" shall mean those areas identified
as natural hazards in the Natural Hazard Disclosure Act, California Government
Code Sections 8589.3, 8589.4, and 51183.5, and California Public Resources Code
Sections 2621.9, 2694, and 4136, and any successor statutes or laws (the "Act").
Within twenty (20) days after the date of full execution of this Agreement
Seller shall provide Buyer with a Natural Hazard Disclosure Statement
("Disclosure Statement"). Buyer acknowledges that the Disclosure Statement is


                                      -21-
<PAGE>

being delivered pursuant to the Act. Buyer acknowledges and agrees that nothing
contained in the Disclosure Statement shall release Buyer from its obligation to
determine, whether the Land is located in any Natural Hazard Area and that the
matters set forth in the Disclosure Statement may change on or prior to the
Closing Date and that Seller has no obligation to update, modify or supplement
the Disclosure Statement. Only Buyer may rely on the Disclosure Statement and
Buyer shall not provide the Disclosure Statement to any other party. In the
event that, prior to the Closing Date, the Act is modified to provide either
that (a) disclosure of Natural Hazard Areas is not required in the transfer of
commercial property like the Land, or (b) a buyer of commercial property like
Buyer can waive the disclosure of Natural Hazard Areas under the Act, then
Seller may elect not to provide the Natural Hazard Disclosure Statement to
Buyer, and Buyer hereby knowingly, voluntarily and intentionally waives its
right to disclosure of Natural Hazard Areas found in the Act.

     9.14 1031 Exchange. Buyer and Seller acknowledge that either party may wish
to structure this transaction as a tax deferred exchange of like-kind property
within the meaning of Section 1031 of the Internal Revenue Code. Each party
agrees to reasonably cooperate with the other party to effect such an exchange;
provided, however, that: (i) the cooperating party shall not be required to
acquire or take title to any exchange property; (ii) the cooperating party shall
not be required to incur any expense (excluding attorneys' fees) or liability
whatsoever in connection with the exchange, including, without limitation, any
obligation for the payment of any escrow, title, brokerage or other costs
incurred with respect to the exchange; (iii) no substitution of the effectuating
party shall release said party from any of its obligations, warranties or
representations set forth in this Agreement or from liability for any prior or
subsequent default under this Agreement by the effectuating party, its
successors, or assigns, which obligations shall continue as the obligations of a
principal and not of a surety or guarantor; (iv) the effectuating party shall
give the cooperating party at least ten (10) business days prior notice of the
proposed changes required to effect such exchange and the identity of any party
to be substituted in the Escrow; (v) the effectuating party shall be responsible
for preparing all additional agreements, documents and escrow instructions
(collectively, the "Exchange Documents") required by the exchange, at its sole
cost and expense; and (vi) the effectuating party shall be responsible for
making all determinations as to the legal sufficiency, tax considerations and
other considerations relating to the proposed exchange, the Exchange Documents
and the transactions contemplated thereby, and the cooperating party shall in no
event be responsible for, or in any way be deemed to warrant or represent any
tax or other consequences of the exchange transaction arising by reason of the
cooperating party's performance of the acts required hereby.

     9.15 Approval by Buyer's Board of Trustees. Seller acknowledges and agrees
that Buyer's obligations under this Agreement are expressly conditioned upon the
approval of the Agreement by the Board of Trustees of Glimcher Realty Trust
("Buyer's Board Approval"). In the event Seller does not receive written notice
of Buyer's Board Approval within ten (10) days after the date of full execution
of this Agreement, this Agreement shall automatically terminate without further
liability or obligation on the part of Seller or Buyer.


/s/ Jane R. Favero
--------------------------

                      (ALL SIGNATURES ARE ON THE NEXT PAGE)
                      -------------------------------------


                                      -22-
<PAGE>

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


"BUYER"
-------

GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership

By: Glimcher Properties Corporation, a Delaware
corporation, its sole partner

By: /s/ Michael P. Glimcher
    ---------------------------------------------
    Michael P. Glimcher
    President and Chief Executive Officer

"SELLER"
--------

PASSCO COLIMA, LLC, a Delaware limited liability
company

By: Passco Real Estate Enterprises, Inc.,
    a California corporation, its _____________

    By: /s/ William H. Winn
        -----------------------------------------
        William H. Winn, President


PASSCO PHM, LLC, a Delaware limited liability
company

By: Passco Real Estate Enterprises, Inc.,
    a California corporation, its ______________

    By: /s/ William H. Winn
        -----------------------------------------
        William H. Winn, President

PHM-1, LLC, a Delaware limited liability company

By: /s/ Paul Vincent
    ---------------------------------------------
    Paul Vincent, married man as sole and separate
    property, its Sole Member

PHM-2, LLC, a Delaware limited liability company

By: /s/ Louis R. Favero
    ---------------------------------------------
    Louis R. Favero, Trustee of The Favero
    Family Trust dated November 21, 1989,
    its sole member

By: /s/ Jane R. Favero
    ---------------------------------------------
    Jane R. Favero, Trustee of The Favero Family
    Trust dated November 21, 1989,
    its sole member


                                      -23-
<PAGE>


PHM-3, LLC, a Delaware limited liability company

By: /s/ Robert T. Mann
    ---------------------------------------------
    Robert T. Mann, its Sole Member


PHM-4, LLC, a Delaware limited liability company

By: /s/ Emi Matsuoka
    ---------------------------------------------
    Emi Matsuoka, Trustee of the Survivor's Trust
    created under the Matsuoka Family Trust
    dated February 16, 1984, its sole member


PHM-5, LLC, a Delaware limited liability company

By: /s/ Bradford H. Bodley
    ---------------------------------------------
    Bradford H. Bodley, a single man, its sole member


PHM-6, LLC, a Delaware limited liability company

By: /s/ Lawana M. Addiego
    ---------------------------------------------
    Lawana M. Addiego, Trustee of the Lawana M.
    Addiego Living Trust dated January 22, 1990,
    its sole member


PHM-7, LLC, a Delaware limited liability company

By: /s/ Richard D. Miller
    ---------------------------------------------
    Richard D. Miller, as community property,
    its sole member

By: /s/ Jane F. Miller
    ---------------------------------------------
    Jane F. Miller, as community property,
    its sole member


PHM-8, LLC, a Delaware limited liability company

By: /s/ James F. Watling
    ---------------------------------------------
    James F. Watling, a married man as his sole and
    separate property, its sole member


PHM-9, LLC, a Delaware limited liability company

By: /s/ Steven M. Hunt
    ---------------------------------------------
    Steven M., Hunt, Trustee of the Hunt Trust
    dated March 18, 1993, its sole member


                                      -24-
<PAGE>

By: /s/ Marilyn B. Hunt
    ---------------------------------------------
    Marilyn B. Hunt, Trustee of the Hunt Trust
    Dated March 18, 1993, its sole member


PHM-10, LLC, a Delaware limited liability company

By: /s/ Joral Schmalle
    ---------------------------------------------
    Joral Schmalle, its sole member


PHM-11, LLC, a Delaware limited liability company

By: /s/ David G. Thompson
    ---------------------------------------------
    David G. Thompson, joint tenant with
    right of survivorship, its sole member

By: /s/ Katherine Thompson
    ---------------------------------------------
    Katherine Thompson, joint tenant with
    right of survivorship, its sole member


PHM-12, LLC, a Delaware limited liability company

By: /s/ Chau Tran
    ---------------------------------------------
    Chau Tran, as Husband and Wife,
    its sole member

By: /s/ Anh-Dao Bui
    ---------------------------------------------
    Anh-Dao Bui, as Husband and Wife,
    its sole member


PHM-13, LLC, a Delaware limited liability company

By: DCK, LLC, a Virginia limited liability company,
its sole member

    By: /s/ Leonard W. Kraisel
        -----------------------------------------
        Leonard W. Kraisel, Managing Member


PHM-14, LLC, a Delaware limited liability company

By: GSR Corporation, a California corporation, its
    sole member

By: /s/ Stuart W. Ross
    ---------------------------------------------
    Stuart W. Ross, President


                                      -25-
<PAGE>

PHM-15, LLC, a Delaware limited liability company

By: /s/Barry L. Ross
    ---------------------------------------------
    Barry L. Ross, a single man, its sole member


PHM-16, LLC, a Delaware limited liability company

By: /s/ Stuart W. Ross
    ---------------------------------------------
    Stuart W. Ross, as community property, its
    sole member

By: /s/ Marybeth Ross
    ---------------------------------------------
    Marybeth Ross, as community property its
    sole member


PHM-17, LLC, a Delaware limited liability company

By: Deceased
    ---------------------------------------------
    Fred Quock, Trustee of the Fred Y.T. Quock and
    Yvette C. Quock 1987 Trust dated May 19, 1987
    its sole member

By: /s/ Yvette C. Quock
    ---------------------------------------------
    Yvette C. Quock, Trustee of the Fred Y.T. Quock
    and Yvette C. Quock 1987 Trust dated May 19, 1987,
    its sole member


PHM-18, LLC, a Delaware limited liability company

By: /s/ Horace E. Fite
    ---------------------------------------------
    Horace E. Fite, as Trustee of the Fite Family
    Trust of 1996 dated June 27, 1996, its sole member

By: /s/ Helen P. Fite
    ---------------------------------------------
    Helen P. Fite, as Trustee of the Fite Family
    Trust of 1996 dated June 27, 1996, its sole member


PHM-20, LLC, a Delaware limited liability company

By: /s/ Jean D. Howe
    ---------------------------------------------
    Jean D. Howe, as Trustee of the Survivor's Trust
    Created under the Howe Family Trust dated
    January 12, 1990, its sole member


                                      -26-
<PAGE>

PHM-21, LLC, a Delaware limited liability company

By: Garden Lane Associates, LLC, an Arizona limited
    liability company, its sole member

By: /s/ William G. Rogers
    ---------------------------------------------
    William G. Rogers, Member


PHM-23, LLC, a Delaware limited liability company

By: /s/ Marla Schmalle
    ---------------------------------------------
    Marla Schmalle, its sole member


PHM-24, LLC, a Delaware limited liability company

By: Roblar, L.L.C., a Nevada limited liability
    company, its sole member

By: /s/ Larry Haas
    ---------------------------------------------
    Larry Haas, Managing Member


PHM-25, LLC, a Delaware limited liability company

By: /s/ Tyler R. Hunt
    ---------------------------------------------
    Tyler R. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member

By: /s/ Patsy O. Hunt
    ---------------------------------------------
    Patsy O. Hunt, Trustee of the Hunt
    Trust dated November 4, 1998, its sole member


PHM-26, LLC, a Delaware limited liability company

By: Crist Property Company, a California corporation,
    its sole member

By: /s/ Frank L. Crist, III
    ---------------------------------------------
    Frank L. Crist, III, President


PHM-27, LLC, a Delaware limited liability company

By: /s/ Clayton K. Lee
    ---------------------------------------------
    Clayton K. Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its
    sole member


                                      -27-
<PAGE>

By: /s/ Lorrie Lee
    ---------------------------------------------
    Lorrie Lee, Trustee of the Clayton K. Lee
    Family Living Trust Dated June 29, 1990, its
    sole member


PHM-28, LLC, a Delaware limited liability company

By: /s/ Michael E. Horejsi
    ---------------------------------------------
    Michael E. Horejsi, as Trustee of
    the Horejsi Family 2002 Revocable Trust
    dated November 8, 2002, its sole member

By: /s/ Patricia H. Horejsi
    ---------------------------------------------
    Patricia H. Horejsi, as Trustee of the Horejsi
    Family 2002 Revocable Trust dated November 8, 2002,
    its sole member


PHM-29, LLC, a Delaware limited liability company

By: /s/ Jerry W. Jordan
    ---------------------------------------------
    Jerry W. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986

By: /s/ Joan M. Jordan
    ---------------------------------------------
    Joan M. Jordan, Trustee of the 1986 JORDAN
    LIVING TRUST dated June 25, 1986




                                      -28-
<PAGE>

                                    EXHIBITS:
                                    ---------



EXHIBIT "A"        Legal Description of Land

EXHIBIT "B"        Form of Tenant Estoppel Certificate

EXHIBIT "C"        Form of Grant Deed

EXHIBIT "D"        Form of Bill of Sale and General Assignment

EXHIBIT "E"        List of Due Diligence Materials

EXHIBIT "F"        The Borders Agreement

EXHIBIT "G"        List of Contracts

EXHIBIT "H"        List of Tenant Leases

EXHIBIT "I"        Form of Assignment and Assumption of Ground Lease





                                      -29-
<PAGE>

                                   EXHIBIT "A"
                                   -----------

                            LEGAL DESCRIPTION OF LAND
                            -------------------------






                                   EXHIBIT "A"
                                   -----------

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                       FORM OF TENANT ESTOPPEL CERTIFICATE
                       -----------------------------------

TO: ________________________________ ("Buyer")

    ________________________________

    ________________________________

RE: Premises Address:        _____________________________________ (Property)

                             Suite No. _____________ (Premises)

    Lease Date:              ___________________

    By and Between:          ________________________ (Landlord), and
                             ________________________ (Tenant)

    Square Footage Leased:   Approximately _____________ Square Feet


The undersigned is the Tenant under the above-referenced lease and a true,
correct and complete copy of which Lease and any and all amendments thereto is
attached hereto as Exhibit "A" and are hereinafter collectively referred to as
the "Lease." The undersigned hereby acknowledges and certifies on behalf of
itself, its successors and assigns, to _______________ (Landlord), Buyer (its
successors and assigns) and any lender that may extend credit secured all or in
part by a deed of trust on the Property, and each of their respective successors
and assigns, the following:

          1. The above-described Lease is unmodified and in full force and
effect except for ______________________________________________.

          2. There is no prepaid rent, other than the current month's rent paid
in advance, except ___________________________________________ Dollars
($____________), and the amount of the security deposit is $___________________.

          3. Tenant is in possession of the Premises. Tenant's current minimum
monthly base rental payments are _________________. Base rent was last paid on
_____________ and has been paid through ____________.

          4. The Lease terminates on ________________ and Tenant has the
following renewal option(s): _________________ option(s) to extend and renew the
Lease for ____________ each. The exercise date(s) of said option(s) are:
______________.

          5. Tenant has no right or option pursuant to the Lease or otherwise to
purchase all or any part of the Premises or the Property.

          6. As of the date hereof, neither Landlord nor Tenant is in default
under the Lease, and Tenant has no knowledge of the occurrence of any event
which with notice and/or the passage of time would constitute a default under
the Lease, nor does Tenant have any claims against Landlord nor any defenses or
offsets against rent.


                                   EXHIBIT "B"
                                   -----------
<PAGE>

          7. The undersigned acknowledges that Landlord and its successors
and/or assigns, and Buyer and its successor and/or assigns, may rely upon this
Estoppel Certificate and that any lenders who make a loan which is secured in
whole or in part on the Property and each of their successors and/or assigns may
rely upon this Estoppel Certificate.

          8. The undersigned is duly authorized to execute this certificate on
Tenant's behalf.

          9. The undersigned has not assigned or sublet the Premises.


IN WITNESS WHEREOF, Tenant has executed this Tenant Estoppel Certificate this
____ day of _________________________, 2005.



                     TENANT:

                     _________________________________



                     By:______________________________________________________

                        Name:_________________________________________________

                        Title:________________________________________________




                              EXHIBIT "B" - Page 2
                              -----------
<PAGE>

                                   EXHIBIT "C"
                                   -----------

RECORDING REQUESTED BY AND
AND WHEN RECORDED MAIL TO:

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

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

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


================================================================================
                      (Above Space for Recorder's Use Only)

                                   GRANT DEED
                                   ----------

The undersigned grantor declares:

Documentary transfer tax is shown by an unrecorded separate affidavit pursuant
to R&T Code ss. 11932
(X) computed on full value of property conveyed, or
( ) computed on full value, less value of liens and encumbrances remaining at
time of sale.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
____________________________________________ ("Grantor"), hereby GRANTS to
______________________, a ________________ the following described real property
(the "Property") located in the County of ___________, State of California:

SEE EXHIBIT "1" ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE

SUBJECT TO: (A) Taxes and assessments; and (B) All other covenants, conditions,
restrictions, reservations, rights, rights of way, easements, encumbrances,
liens and title matters of record.

IN WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed as of the
___ day of ________, 2005.


GRANTOR:

_________________________



                                   EXHIBIT "C"
                                   -----------
<PAGE>

                           EXHIBIT "1" TO EXHIBIT "C"
                           --------------------------










                           EXHIBIT "1" TO EXHIBIT "C"
                           --------------------------
<PAGE>

                                   EXHIBIT "D"
                                   -----------

                       BILL OF SALE AND GENERAL ASSIGNMENT
                       -----------------------------------

This BILL OF SALE AND GENERAL ASSIGNMENT ("Assignment") is made and entered into
as of the ___ day of , 2005, by and between ________________________________
("Assignor") and ______________, a _________________ ("Assignee").


                                R E C I T A L S:
                                - - - - - - - -

A. Assignor and _____________________ entered into that certain Agreement of
Sale and Purchase and Joint Escrow Instructions dated _________________, 2005
("Agreement") with respect to the sale of the "Property" described therein.

B. Assignor desires to assign and transfer to the Assignee all of Assignor's
right, title and interest in and to the Intangible Property, Contracts, Leases,
Security Deposits and Personal Property, as such terms are defined in the
Agreement, and Assignee desire to accept such assignment and to assume and
perform all of Assignor's covenants and obligations in and under the Contracts
and Leases from and after the date hereof.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor hereby assigns and transfers to Assignee all of Assignor's right,
title and interest in and to the Intangible Property, Contracts, Leases,
Security Deposits and Personal Property.

2. Assignee hereby accepts the above assignment and expressly assume and
covenant to keep, perform, fulfill and discharge all of the terms, covenants,
conditions and obligations required to be kept, performed, fulfilled and
discharged by Assignor under the Contracts and the Leases from and after the
date hereof. A list of the Contracts and Leases to be assigned by Assignor to
Assignee and assumed by Assignee is set forth on Schedule "1" to this
Assignment.

3. Assignor represents and warrants to Assignee:

          (a)  that Assignor is the owner and holder of the lessor interest in
               and to the Leases and has the full right, power and authority to
               assign the same as herein provided; and

          (b)  that there are no leases, tenancies, occupancies, licenses,
               concessions, offers to lease, letters of intent or other like
               commitments affecting the Property, except for the Leases.

          (c)  that the Intangible Property and the Personal Property are free
               and clear from all encumbrances and that Assignor does warrant
               and will forever defend the same to Assignee against the lawful
               claims and demands of all persons whatsoever;

4. Indemnification.

          (a)  By Assignor. Assignor hereby agrees to defend, indemnify and hold
               harmless Assignee from and against all liability, loss, cost,
               damage or expense arising out of or resulting from the breach by
               Assignor of: (i) any of Assignor's representations or warranties
               contained herein; or (ii) any obligations of Assignor under the
               Contracts, or as landlord under the Leases, arising prior to the
               Effective Date.


                                   EXHIBIT "D"
                                   -----------
<PAGE>

          (b)  By Assignee. Assignee hereby agrees to defend, indemnify and hold
               harmless Assignor from and against all liability, loss, cost,
               damage or expense arising out of or resulting from any
               obligations of Assignee under the Contracts, or as landlord under
               the Leases, arising from and after the Effective Date.

5. This Agreement shall be binding upon and inure to the benefit of Assignor and
Assignee, and their respective legal representatives, successors, and assigns.




IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as
of the day and year first above written.


"ASSIGNOR"                                  "ASSIGNEE"


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





                              EXHIBIT "D" - Page 2
                              -----------
<PAGE>

                           SCHEDULE "1" TO EXHIBIT "D"
                           ---------------------------











                           SCHEDULE "1" TO EXHIBIT "D"
                           ---------------------------
<PAGE>

                                   EXHIBIT "E"
                                   -----------

                         LIST OF DUE DILIGENCE MATERIALS
                         -------------------------------

1.   Year end (2003 and 2004) Property income and expense information.
2.   2005 YTD income and expense information.
3.   2003 and 2004 CAM Reconciliation.
4.   2005 CAM Estimates.
5.   2004 and 2005 (YTD) tax bills.
6.   2004, and 2005 (YTD) utility bills.
7.   Property service agreements.
8.   Tenant leases.
9.   Current rent roll.
10.  Most recent survey
11.  Any other information in Seller's possession reasonably requested by Buyer



                                   EXHIBIT "E"
                                   -----------
<PAGE>

                                   EXHIBIT "F"
                                   -----------


                              The Border Agreement








                                   EXHIBIT "F"
                                   -----------
<PAGE>

                                   EXHIBIT "I"
                                   -----------

                Form of Assignment and Assumption of Ground Lease



RECORDING REQUESTED BY AND
AND WHEN RECORDED MAIL TO:

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

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

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


                    ASSIGNMENT AND ASSUMPTION OF GROUND LEASE


     THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment") is made
and entered into as of this _____ day of ______, 200_ (the "Effective Date"), by
and between __________________ ("Assignor"), and GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership, having offices at 150 East Gay
Street, Columbus, OH 43215 ("Assignee").


                                    Recitals:

     A. Assignor is the owner of the tenant's ground leasehold interest created
pursuant to and under that certain ground lease more particularly described in
Schedule 1 attached hereto and made a part hereof (the "Ground Lease") and
covering that certain land more particularly described on Exhibit A attached
hereto and made a part hereof (the "Property").

     B. Assignor has agreed to convey to Assignee its right, title, and interest
as tenant in and to the Ground Lease.

     C. Assignor desires to assign and to transfer to Assignee all of Assignor's
right, title, and interest as tenant in and to the Ground Lease, and Assignee
desires to accept such assignment, subject to the terms and conditions set forth
herein.

     NOW, THEREFORE, in consideration of the foregoing and Assignor's execution
of the Ground Lease, the covenants and agreements contained herein and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, mutually agree
as follows:

     1. Assignor does hereby assign, transfer, convey, and set over unto
Assignee all of the right, title, and interest of Assignor in, to an under the
Ground Lease as of the Effective Date subject, however, to the matters set forth
in Exhibit B hereto (the "Permitted Exceptions").

<PAGE>

     2. Assignor hereby represents and warrants:

          (a)  that the Ground Lease, a true and copy of which has been
               delivered by Assignor to Assignee, is in full force and effect;

          (b)  that Assignor has good right and power to assign the Ground
               Lease;

          (c)  that the leasehold interest hereby assigned to Assignee is free
               and clear from all encumbrances, except for the Permitted
               Exceptions, and that Assignor does warrant and will forever
               defend the same to Assignee against the unlawful claims and
               demands of all persons claiming by, through or under Assignor,
               except for the holders of the Permitted Exceptions; and

          (d)  that no default exists under the terms of the Ground Lease in
               connection with any of the conditions, covenants, and other
               provisions of the Ground Lease on the part of Assignor to be kept
               and performed that no event has occurred or condition exists
               that, with the passage of time, the giving of notice, or both,
               may result in an occurrence of a default under the terms of the
               Ground Lease.


     3. Assignee, for itself and its successors and permitted assigns, does
hereby accept the assignment of the Ground Lease as of the Effective Date, and
agrees to assume and perform, observe, and discharge all of the obligations,
terms, covenants, and conditions to be performed or observed by Assignor under
the Ground Lease which accrue on or after the Effective Date, including but not
limited to, the obligation to pay Landlord for all fixed rent, additional rent,
and any other charges payable under the Ground Lease.

     4. Assignee shall indemnify and hold Assignor harmless from and against any
and all claims, demands, losses, damages, expenses, and costs arising out of or
in connection with the Ground Lease on or after the Effective Date or any
failure of Assignee to perform or observe any covenant, agreement, term,
provision, or condition of the Ground Lease prior to the Effective Date.

     5. Assignor shall indemnify and hold Assignee harmless from and against any
and all claims, demands, losses, damages, expenses, and costs arising out of or
in connection with the Ground Lease prior to the Effective Date or any failure
of Assignor to perform or observe any covenant, agreement, term, provision, or
condition of the Ground Lease prior to the Effective Date.

<PAGE>

     6. This Assignment shall be binding upon, and shall inure to the benefit
of, Assignor and Assignee and their respective successors and permitted assigns.

     7. Assignor and Assignee acknowledge and agree that Landlord is intended to
be a third party beneficiary of this Assignment and that Landlord may rely for
its benefit and the benefit of its successors and assigns upon the obligations
of Assignor and Assignee set forth in this Assignment.

     8. This Assignment shall be governed by, and construed in accordance with,
the laws of the State of Nebraska and each party agrees to jurisdiction and
venue in said state and the federal and state courts located in such state.



                         [NO FURTHER TEXT ON THIS PAGE]
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption of Ground Lease to be executed as of the Effective Date.



                               ASSIGNOR:

                               USE BLACK INK ONLY



                               ASSIGNEE:

                               USE BLACK INK ONLY


<PAGE>

                         AGREEMENT OF SALE AND PURCHASE

                          AND JOINT ESCROW INSTRUCTIONS

                                 by and between

  PASSCO COLIMA, LLC, a Delaware limited liability company, PASSCO PHM, LLC, a
  Delaware limited liability company, PHM-1, LLC, a Delaware limited liability
    company, , PHM-2, LLC, a Delaware limited liability company, PHM-3, LLC,
 a Delaware limited liability company, PHM-4, LLC, a Delaware limited liability
    company, PHM-5, LLC, a Delaware limited liability company, PHM-6, LLC, a
       Delaware limited liability company, PHM-7, LLC, a Delaware limited
   liability company, PHM-8, LLC, a Delaware limited liability company, PHM-9,
   LLC, a Delaware limited liability company, PHM-10, LLC, a Delaware limited
      liability company, PHM-11, LLC, a Delaware limited liability company,
   PHM-12, LLC, a Delaware limited liability company, PHM-13, LLC, a Delaware
  limited liability company, PHM-14, LLC, a Delaware limited liability company,
        PHM-15, LLC, a Delaware limited liability company, PHM-16, LLC, a
  Delaware limited liability company, PHM-17, LLC, a Delaware limited liability
   company, PHM-18, LLC, a Delaware limited liability company, PHM-20, LLC, a
       Delaware limited liability company, PHM-21, LLC, a Delaware limited
  liability company, PHM-23, LLC, a Delaware limited liability company, PHM-24,
   LLC, a Delaware limited liability company, PHM-25, LLC, a Delaware limited
      liability company, PHM-26, LLC, a Delaware limited liability company,
   PHM-27, LLC, a Delaware limited liability company, PHM-28, LLC, a Delaware
     limited liability company and PHM-29, LLC, a Delaware limited liability
 company, each as tenants in common ( collectively referred to as the "Seller")


                                       and

           GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
                              partnership ("Buyer")